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HomeMy WebLinkAboutCovenants and Restrictions 74' ytone q75 2,On DECLARATION OF COVENANTS AND RESTRICTIONS Waterstone Carmel , Indiana - c') Recorded December 3 ) , 1992 Instrument No. c42.52,a r • Office of the Recorder of Hamilton County DECLARATION OF COVENANTS AND RESTRICTIONS WATERSTONE INDEX Page 1. Definitions 2 2 . Declaration 7 3 . Additions to the Tract 7 4 . The Lakes 8 (a) Development 8 (b) Title and Maintenance 8 (c) Use 8 (d) Lake Liner 9 5. The Commons 9 6. Dock Areas and Common Docks 9 (a) Designation of Dock Areas 9 (b) Common Docks 9 (c) Docking Rights 10 (d) Regulation 10 7 . Community Center 10 8. Drainage System 10 9 . Paths and Path Lights 11 10. Berm 11 11. Maintenance of Entry Ways and Landscape Easements . 11 12 . Waterstone Homeowners Association, Inc 12 (a) Membership 12 (b) Powers 12 (c) Classes of Members 12 (d) Voting and Other Rights of Members . . 12 (e) Reserve for Replacement 12 (f) Limitations on Action by the Corporation 12 (g) Mergers 13 13 . Assessments 13 (a) Creation of the Lien and Personal Obligation of Assessments 13 (b) General Assessment 14 (i) Purpose of Assessment 14 (ii) Basis for Assessment 14 (iii) Method of Assessment 14 (iv) Allocation of Assessment 15 (c) Community Area Initial Assessment . . . . 15 (d) Parcel Assessments 15 (i) Purpose of Assessments 15 (ii) Method of Assessment 16 -i- Page (iii) Special Assessments 16 (e) Architectural Control Assessment . . . 16 (f) Special Assessment 17 (g) Date of Commencement of Assessments . . 17 (h) Effect of Nonpayment of Assessments; 17 Remedies of the Corporation (i) Subordination of the Lien to Mortgages 17 (j) Certificates 18 18 (k) Annual Budget 18 14 . Architectural Control 18 (a) The Architectural Review Board 18 (b) Purpose 18 (c) Conditions 19 (d) Procedures 19 (e) Guidelines and Standards (f) Application of Guidelines and Standards . 199 (g) Design Consultants 220 (h) Existing Violations of Declaration . 20 (i) Exercise of Discretion 21 (j) Liability of Board 21 (k) Inspection 21 15. Community Area 21 (a) Ownership 21 (b) Density of Use 21 (c) Obligations of the Corporation 22 (d) Easements of Enjoyment 22 (e) Extent of Easements 24 (f) Additional Rights of Use 24 (g) Damage or Destruction by Owner 24 (h) Conveyance of Title 24 16. Use of Tract 24 (a) Protective Covenants (i) Land Use 24 254 (ii) Nuisances 25 (iii) Other Restrictions 26 (iv) Exceptions 26 (b) Maintenance of Tract 26 17 . Easements 26 (a) Plat Easements 26 (i) Drainage Easements 27 (ii) Sewer Easements 27 (iii) Utility Easements 27 (iv) Entry Way Easements 27 (v) Landscape Easements 27 (vi) Lake Access Easements (vii) Community Area Access Easements 28 (viii) Pathway Easements 28 28 (ix) Berm Easements 28 (x) Non-Access Easements -ii- Paae (b) General Easement 28 (c) Public Health and Safety Easements . . 29 (d) Drainage Board Easement 29 (e) Crossing Underground Easements 29 (f) Declarant's Easement to Correct Drainage 29 (g) Water Retention 30 18. Use of Lots During Development 30 — (a) By Declarant 30 (b) By Builders 30 19 . Enforcement 31 20. Limitations on Rights of the Corporation 31 21. Approvals by Declarant 31 22. Mortgages 31 (a) Notice to Corporation 31 (b) Notices to Mortgagees 32 (c) Notice of Unpaid Assessments 32 (d) Financial Statements 33 (e) Payments by Mortgagees 33 23 . Amendments 33 (a) Generally 33 (b) By Declarant 33 (c) Effective Date 33 24 . Interpretation 34 25. Duration 34 26. Severability 34 27 . Non-Liability of Declarant 34 Execution by Declarant 34 Exhibit A Description of Development Area Exhibit B General Plan of Development Exhibit C Description of the Tract -iii- DECLARATION OF COVENANTS AND RESTRICTIONS WATERSTONE This Declaration, made as of the 15th day of December, 1992 , by WATERSTONE LAND COMPANY, L.P. , an Indiana limited partnership ("Declarant") , WITNESSETH : WHEREAS, the following facts are true: A. Declarant is the owner of the real estate located in Hamilton County, Indiana, described in Exhibit A and depicted on Exhibit B, upon which Declarant intends, but is not obligated, to develop a residential community to be known as Waterstone. B. Declarant intends, but is not obligated, to develop within Waterstone three (3) residential subdivisions to be known as Bayhill, Windpointe and Stonewick. C. Declarant intends, but is not obligated, to construct certain improvements and amenities in Waterstone which shall constitute Community Area. D. Declarant desires to provide for the preservation and enhancement of the property values, amenities and opportunities in Waterstone and for the maintenance of the Tract and the improvements thereon, and to this end desires to subject the Tract together with such additions as may hereafter be made thereto (as provided in Paragraph 3) to the covenants, restrictions, easements, charges and liens hereinafter set forth, each of which is for the benefit of the Lots and lands in the Tract and the future owners thereof. E. Declarant deems it desirable, for the efficient preservation of the values and amenities in Waterstone, to create an agency to which may be delegated and assigned the powers of owning, maintaining and administering the Community Area, administering and enforcing the Restrictions, collecting and disbursing the Assessments and charges hereinafter created, and promoting the recreation, health, safety and welfare of the Owners of Lots in Waterstone. F. Declarant has incorporated under the laws of the State of Indiana a not-for-profit corporation known as Waterstone Homeowners Association, Inc. for the purpose of exercising such functions. NOW, THEREFORE, Declarant hereby declares that all of the Lots and lands in the Tract and such additions thereto as may hereafter be made pursuant to Paragraph 3 hereof , as they are held and shall be held, conveyed, hypothecated or encumbered, leased, rented, used, occupied and improved, are subject to the following Restrictions, all of which are declared to be in furtherance of a plan for the improvement and sale of Lots in the Tract, and are established and agreed upon for the purpose of enhancing and protecting the value, desirability and attractiveness of the Tract as a whole and of each of Residences, Lots and lands situated therein. The Restrictions shall run with the land and shall be binding upon Declarant, its successors and assigns, and upon the parties having or acquiring any interest in the Tract or any part — or parts thereof subject to such Restrictions, and shall inure to the benefit of Declarant and its successors in title to the Tract or any part or parts thereof. 1. Definitions. The following terms, as used in this Declaration, unless the context clearly requires otherwise, shall mean the following: "Applicable Date" means the earlier of (i) the date when all Lots in the Development Area have been improved by the construction thereon of Residences or (ii) December 31, 2003 . "Architectural Control Assessment" means the assessment levied by the Corporation pursuant to Paragraph 13 (e) . "Architectural Review Board" means that entity established pursuant to Paragraph 14 of this Declaration for the purposes therein stated. "Articles" means the Articles of Incorporation of the Corporation, as amended from time to time. "p,ssessments" means all sums lawfully assessed against the Members of the Corporation or as declared by this Declaration, any Supplemental Declaration, the Articles or the By-Laws. "Bavhill" means that part of Waterstone so designated on the General Plan of Development. "Berm" means the dirt mound along Gray Road and 126th Street as depicted on a Plat. "$oard of Directors" means the governing body of the Corporation elected by the Members in accordance with the By-Laws. "Bv-Laws" means the Code of By-Laws of the Corporation, as amended from time to time. -2- "Common Docks" means any boat docks extending into a Lake from a Dock Area which are intended for use by some, but not necessarily all, of the Owners. "Community Area" means (i) the Dock Areas, (ii) the Common Docks, (iii) the Lakes, (iv) the Entry Ways, (v) the Community Center, (vi) the Berm, (vii) the Commons, (viii) the Drainage System, (ix) the Paths, (x) any utility service lines or facilities not maintained by a public utility company or governmental agency that are located on, over or below or through more than one Section, and (xi) any areas of land (1) shown on any Plat, (2) described in any recorded instrument prepared by Declarant or its agents, or (3) conveyed to or acquired by the Corporation, together with all improvements thereto, that are intended to be devoted to the use or enjoyment of some, but not necessarily all , of the Owners of Lots. "Community Area Access Easement" means the area designated on a Plat as a means of access to a Community Area. "Community Area Initial Assessment" means the initial assessment for the Reserve for Replacements required by Paragraph 13 (c) . "Commons" means land denoted on a Plat as "Commons" or land designated as "Commons" in any recorded instrument executed by Declarant. "Community Center" means the land depicted on the General Plan of Development as a site for possible development of recreational and other community facilities or, if such site is so developed, the land designated on a Plat as the "Community Center" together with all improvements thereto and structures and facilities thereon. "Corporation" means Waterstone Homeowners Association, Inc. , an Indiana nonprofit corporation, its successors and assigns. "peclarant" means Waterstone Land Company, L.P. , its successors and assigns to its interest in the Tract other than Owners purchasing Lots or Residences by deed from Declarant (unless the conveyance indicated an intent that the grantee assume the rights and obligations of Declarant) . -3- "Development Area" means the land described in Exhibit A together with any additional land added to the Tract pursuant to Paragraph 3 of this Declaration. "Dock Area" means an area adjacent to Lake 1 designated on a Plat as a site which may be used for the storage of boats, as a means of access to the Lake and for such other purposes as may be specified in the Declaration or any Supplemental Declaration. "Drainage Board" means the Hamilton County, Indiana Drainage Board, its successors or assigns. "Drainage System" means the open drainage ditches and swales, the subsurface drainage tiles, pipes and structures, the dry and wet retention and/or detention ponds, and the other structures, fixtures, properties, equipment and facilities (excluding the Lakes) located in the Tract and designed for the purpose of controlling, retaining or expediting the drainage of surface and subsurface waters from, over and across the Tract, including but not limited to those shown or referred to on a Plat, all or part of which may be established as legal drains subject to the jurisdiction of the Drainage Board. "Entry Ways" means the structures constructed as an entrance to Waterstone or a part thereof (exclusive of the street pavement, curbs and drainage structures and tiles) , the traffic islands depicted as a designated Block on a Plat and any other traffic islands dividing a roadway providing access to Waterstone or a part thereof, and the grassy area surrounding such structures. "General Plan of Development" means that plan prepared by Declarant and approved, if necessary, by appropriate public agencies that outlines the total scheme of development and general uses of land in the Development Area, as such may be amended from time to time. ";nstrument of Designation means the instrument by which Declarant has designated a Common Dock as appurtenant to a Lot. A deed from Declarant conveying title to a Lot and designating a Common Dock as appurtenant to such Lot shall constitute an Instrument of Designation for the purposes of this Declaration. "Landscape Easement" means a portion of a Lot denoted on a Plat as an area to be landscaped and maintained by the Corporation. -4- "sake" means any lake located in the Development Area and depicted on the General Plan of Development and "Lakes" means all of such Lakes. A numerically designated Lake means the Lake so designated by such number on the General Plan of Development or a Plat. "Lake Access Easement" means the area designated on a Plat as a means of access to a Lake. "Lake Liner" means the geosynthetic containment system installed by Declarant to control the water level of Lake 1. "Lot" means a platted lot as shown on a Plat. "j,ot Development Plan" means (i) a site plan prepared by a licensed engineer or architect, (ii) foundation plan and proposed finished floor elevations , (iii) building plans, including elevation and floor plans, (iv) material plans and specifications, (v) landscaping plan, and (vi) all other data or information that the Architectural Review Board may request with respect to the improvement or alteration of a Lot (including but not limited to the landscaping thereof) or the construction or alteration of a Residence or other structure or improvement thereon. "Maintenance Costs" means all of the costs necessary to keep the facilities to which the term applies operational and in good condition, including but not limited to the cost of all upkeep, maintenance, repair, replacement of all or any part of any such facility, payment of all insurance with respect thereto, all taxes imposed on the facility and on the underlying land, leasehold, easement or right-of-way, and any other expense related to the continuous maintenance, operation or improvement of the facility. "Member" means a member of the Corporation and "Members" means all members of the Corporation. "Mortaaaee" means the holder of a first mortgage on a Residence. "Owner" means a Person, including Declarant, who at the time has or is acquiring any interest in a Lot except a Person who has or is acquiring such an interest merely as security for the performance of an obligation. "Part of the Development Area" means any part of the Development Area not included in the Tract. -5- "Parcel" means each of Bayhill, Windpointe and Stonewick and any other platted subdivision within the Development Area that is subject to the same Supplemental Declaration or is declared by Declarant to constitute a "Parcel" . "paths" means those walkways installed pursuant to Paragraph 9 and such other real estate or interest therein as is conveyed or granted to the Corporation for the purpose of being -used for walkways. "Path Lights" means the light standards, conduits, wiring, bulbs and other appurtenances installed to illuminate the Paths. "Person" means an individual, firm, corporation, partnership, association, trust or other legal entity, or any combination thereof. "Plat" means a final secondary plat of a portion of the Development Area recorded in the Office of the Recorder of Hamilton County, Indiana. "Reserve for Replacements" means a fund established and maintained by the Corporation to meet the cost of periodic maintenance, repairs, renewal and replacement of the Community Area. "Residence" means a structure intended exclusively for occupancy by a single family together with all appurtenances thereto, including private garage and outbuildings and recreational facilities usual and incidental to the use of a single family residential lot. "Restrictions" means the covenants, conditions, easements, charges, liens, restrictions, rules and regulations and all other provisions set forth in this Declaration, all applicable Supplemental Declarations and the Register of Regulations, as the same may from time to time be amended. "Register of Regulations" means the document containing rules, regulations, policies, and procedures adopted by the Board of Directors or the Architectural Review Board, as the same may from time to time be amended. "Section" means that portion of the Development Area that is depicted on a Plat. "Supplemental Declaration" means the Supplemental Declarations of Covenants and Restrictions for each of -6- Bayhill, Windpointe and Stonewick and any Plat or other supplementary declaration of covenants, conditions or restrictions which may be recorded and which extends the provisions of this Declaration or any previously recorded Supplemental Declaration to a Section and contains such complementary or supplementary provisions for such Section as are required or permitted by this Declaration. "Tract" means the land described in Exhibit C and such other real estate as may from time to time be annexed thereto under the provisions of Paragraph 3 hereof. "Zoning Authority" with respect to any action means the Director of the Department of Economic and Community Development of the City of Carmel or, where he lacks the capacity to take action, or fails to take such action, the governmental body or bodies, administrative or judicial, in which authority is vested under applicable law to hear appeals from, or review the action, or the failure to act, of the Director. 2 . peclaration. Declarant hereby expressly declares that the Tract and any additions thereto pursuant to Paragraph 3 hereof shall be held, transferred, and occupied subject to the Restrictions. The Owner of any Lot subject to these Restrictions, by (i) acceptance of a deed conveying title thereto, or the execution of a contract for the purchase thereof, whether from Declarant or a subsequent Owner of such Lot, or (ii) by the act of occupancy of any Lot, shall accept such deed and execute such contract subject to each Restriction and agreement herein contained. By acceptance of such deed or execution of such contract, each Owner acknowledges the rights and powers of Declarant and of the Corporation with respect to these Restrictions, and also for itself, its heirs, personal representatives, successors and assigns, covenants, agrees and consents to and with Declarant, the Corporation, and the Owners and subsequent Owners of each of the Lots affected by these Restrictions to keep, observe, comply with and perform such Restrictions and agreement. 3 . Additions to the Tract. Declarant shall have the right to bring within the scheme of this Declaration and add to the Tract real estate that is a Part of the Development Area or that is contiguous to the Development Area. In determining contiguity, public rights of way shall not be considered. The additions authorized under this Paragraph 3 shall be made by the filing of record of one or more Supplemental Declarations with respect to the additional real estate and by filing with the Corporation any revisions to the General Plan of Development necessary to reflect the scheme of development of the additional -7- real estate. Unless otherwise stated therein, such revisions to the General Plan of Development shall not bind Declarant to make the proposed additions. For purposes of this Paragraph 3 , a Plat depicting a portion of the Development Area shall be deemed a Supplemental Declaration. 4 . The Lakes. (a) Development. Declarant intends, but is not obligated, to develop Lake 1. Declarant reserves the right, subsequent to commencement of development of Lake 1, to determine the size and configuration thereof (which may vary from that depicted on the General Plan of Development attached as Exhibit B hereto) . Lake 2 has been developed by Declarant substantially as depicted on the General Plan of Development attached hereto as Exhibit B. (b) Title and Maintenance. Declarant shall convey title to the Lakes to the Corporation. The Corporation shall be responsible for maintaining the Lakes. The Maintenance Costs of the Lakes shall be assessed as a General Assessment against all Lots subject to assessment. Each Owner of a Lot that abuts a Lake shall be responsible at all times for maintaining so much of the bank of the Lake above the pool level as constitutes a part of, or abuts, his Lot (exclusive of the Lake Liner and the Pathways) and shall keep that portion of the Lake abutting his Lot free of debris and otherwise in reasonably clean condition. (c) Use. No boats shall be permitted upon any part of a Lake except if and to the extent authorized by the Board of Directors and then subject to such rules and regulations as may be adopted by the Board of Directors. Except for Common Docks installed by Declarant or the Corporation, no dock, pier, wall or other structure may be extended into a Lake. No swimming will be permitted in any Lake except if and to the extent authorized by the Board of Directors. Each Owner of a Lot abutting a Lake shall indemnify and hold harmless Declarant, the Corporation and each other Owner against all loss or damage incurred as a result of injury to any Person or damage to any property, or as a result of any other cause or thing, arising from or related to use of, or access to, a Lake by any Person who gains access thereto from, over or across such Owner's Lot. Declarant shall have no liability to any Person with respect to a Lake, the use thereof or access thereto, or with respect to any damage to any Lot resulting from a Lake or the proximity of a Lot thereto, including loss or damage from erosion. -8- (d) Lake Liner. The stability of the water level in Lake 1 is dependent upon maintenance of the integrity of the Lake Liner. The Corporation shall be responsible for maintenance of the Lake Liner and the Maintenance Costs thereof shall be assessed as a General Assessment against all Lots subject to assessment except that an Owner who causes or permits any damage to the Lake Liner shall be solely responsible for the cost of repairing such damage and shall indemnify and hold harmless Declarant, the Corporation and each other Owner against all loss or damage incurred as a result of injury to any Person or damage to any property, or as a result of any other cause or thing, arising from or related to damage to the Lake Liner caused by such Owner or any Person having or gaining access to such Owner's Lot with the knowledge of consent of such Owner. 5. The Commons. Declarant shall convey title to the Commons to the Corporation. The Corporation shall be responsible for maintaining the Commons and the Maintenance Costs thereof shall be assessed as a General Assessment against all Lots subject to assessment. Except for underground utility facilities, no permanent improvements shall be made to or installed on the Commons other than lighting, seating, walkways, planting structures and fountains or other non-recreational water features unless such Commons is designated as a Dock Area, in which event such Commons may be improved as the Board of Directors deems appropriate for its use as a Dock Area. The use of the Commons shall be subject to rules and regulations adopted by the Board of Directors which are not inconsistent with the provisions of this Declaration or any Supplemental Declaration. 6. pock Areas and Common Docks. (a) pesianation of Dock Areas. Declarant may, but is not obligated to, designate certain of the Commons adjacent to Lake 1 as Dock Areas if the Board of Directors determines to permit boating on Lake 1. Designation of any such Commons as a Dock Area shall be made on , a Plat, but such designation shall not, unless otherwise noted on such Plat or in a Supplemental Declaration, restrict the use of such Commons to a means of access to Common Docks, but such Commons may be used for such additional purposes as Declarant may specify on the Plat or in any Supplemental Declaration. (b) Common Docks. To the extent it is lawful for Declarant to do so and if the Board of Directors determines to permit boating on Lake 1 , Declarant may, but shall not be obligated to, install Common Docks , title to which shall vest in the Corporation upon -9- completion of such installation. The Corporation shall be responsible for maintenance of the Common Docks and the Maintenance Costs thereof shall be assessed as a General Assessment against only such Lots as are owned by Owners who have the right to use the Common Docks. (c) pocking Rights. If Declarant installs the Common Docks, then Declarant may, but shall not be obligated to, grant to the Owners of certain Lots the right to the exclusive use of a Common Dock designated by Declarant as appurtenant to such Lot on a Plat or in an Instrument of Designation recorded in the Office of the Recorder of Hamilton County, Indiana. Any such right of exclusive use shall pass with title to the Lot to which such right is appurtenant and may not be separated from the title to such Lot, but any Owner possessing such right may grant to any other Owner the right to use the Common Dock appurtenant to his Lot upon such terms and conditions as the Owner having such exclusive right may establish. (d) Regulation. The Board of Directors may adopt reasonable rules with respect to the use of Common Docks by Owners, but no such rules shall impair the reasonable use thereof or impose any cost or expense on such Owner other than Maintenance Costs reasonably allocable to such Owners as provided in subparagraph (b) . 7 . Community Center. Declarant intends, but is not obligated, to construct in the area designated on the General Plan of Development as the Community Center a club house, bath house, swimming pool, tennis courts and other recreational and community facilities if development of the Development Area should, in the sole judgment of Declarant, justify such construction. If Declarant undertakes the development of the Community Center or any part thereof, Declarant intends upon completion of construction to convey the same to the Corporation free and clear of all financial encumbrances and other liens securing indebtedness of Declarant but subject to the right of Declarant to use the Community Center as provided in Paragraph 18 . The Corporation shall be responsible for maintenance of the Community Center and the Maintenance Costs thereof shall be assessed as a General Assessment against all Lots subject to assessment. The Board of Directors may adopt such rules and regulations with respect to the use of the Community Center as it deems appropriate and may charge reasonable fees for the use thereof, but no rule, regulation or charge shall be inconsistent with the provisions of this Declaration or any Supplemental Declaration. 8. prainaae System. The Drainage System has or will be constructed for the purpose of controlling drainage within and adjacent to the Development Area and maintaining the water level in -10- the Lakes. The Corporation shall maintain the Drainage System to the extent not maintained by the Drainage Board and the Maintenance Costs thereof shall be assessed against all Lots subject to assessment serviced by that part of the Drainage System with respect to which Maintenance Costs are incurred. Each Owner shall be individually liable for the cost of maintenance of any drainage system located entirely upon his Lot which is devoted exclusively to drainage of his Lot and is not maintained by the Drainage Board. 9. Paths and Path_ Lights. Declarant may, but is not obligated to, install the Paths and Path Lights at the approximate locations depicted on the General Plan of Development and may reserve easements for such purpose over and across Lots. If installed, the Corporation shall operate and maintain the Paths and Path Lights and the Maintenance Costs thereof shall be assessed as a General Assessment against all Lots subject to assessment. The Board of Directors may adopt such rules and regulations with respect to the use thereof as it may deem appropriate including but not limited to the prohibition of the use of the Paths by bicycles, skateboards and motorized or non-motorized vehicles. 10. Berm. The Corporation shall maintain the top of the Berm and the portion thereof facing Gray Road or 126th Street, and the Maintenance Costs thereof shall be assessed as a General Assessment against all Lots subject to assessment. The Owner of each Lot which abuts the Berm shall maintain the portion of the Berm fronting on the Owner's Lot unless the Corporation assumes responsibility for such maintenance pursuant to action by the Board of Directors. In the event the Board of Directors determines to cause the Corporation to maintain the entire Berm, then all Maintenance Costs associated therewith shall be assessed as a General Assessment against all Lots subject to assessment. The Person or Persons responsible for maintenance of all or any part of the Berm shall maintain the Berm in a clean, orderly and sightly condition. 11. Maintenance of Entry Ways and Landscape Easements. The Corporation shall maintain the Entry Ways and the Landscape Easements and all improvements and plantings thereon, and the Maintenance Costs thereof shall be assessed as a General Assessment against all Lots subject to assessment. Grass, trees, shrubs and other plantings located on an Entry Way or a Landscape Easement shall be kept neatly cut, cultivated or trimmed as reasonably required to maintain an attractive entrance to Waterstone or a part thereof or a planting area within Waterstone. All entrance signs located on an Entry Way shall be maintained at all times in good and sightly condition appropriate to a first-class residential subdivision. -11- 12. Waterstone Homeowners Association. Inc. (a) Membership. Each Owner shall automatically be a Member and shall enjoy the privileges and be bound by the obligations contained in the Articles and By-Laws. If a Person would realize upon his security and become an Owner, he shall then be subject to all the requirements and limitations imposed by this Declaration on other Owners, including those provisions with respect to the payment of Assessments. (b) Powers. The Corporation shall have such powers as are set forth in this Declaration and in the Articles, together with all other powers that belong to it by law. (c) Classes of Members. The Corporation shall have a single class of members. (d) Voting and Other Rights of Members. The voting and other rights of Members shall be as specified in the Articles and By-Laws. (e) Reserve for Replacements. The Board of Directors shall establish and maintain the Reserve suchfor Replacements by the allocation and payment reserve fund of an amount determined annually by the Board to be sufficient to meet the cost of periodic maintenance, repair, renewal and replacement of the Community Area. In determining the amount, the Board shall take into consideration the expected useful life of the Community Area, projected increases in the cost of materials and labor, interest to be earned by such fund and the advice of Declarant or such consultants as the Board may employ. The Reserve for Replacements shall be deposited in a special account with a lending institution the accounts of which are insured by an agency of the United States of America or may, in the discretion of the Board, be invested in obligations of , or fully guaranteed as to principal by, the United States of America. (f) Limitations on Action by the Corporation. Unless at least two-thirds of the Mortgagees (based on one vote for each first mortgage owned) or two-thirds (2/3) of the Members (other than Declarant) have given their prior written approval, the Corporation, the Board of Directors and the Owners may not: (i) except as authorized by Paragraph 15 (a) , by act or omission seek to abandon, partition, subdivide, encumber, sell or transfer the Community Area (but the granting of easements for public utilities or other public purposes consistent with the intended use of the Community Area shall not be deemed a transfer for the purposes of this clause) ; (ii) -12- fail to maintain fire and extended coverage on insurable Community Area on a current replacement cost basis in an amount at least one hundred percent (100%) of the insurable value (based on current replacement cost) ; (iii) use hazard insurance proceeds for losses to any Community Area for other than the repair, replacement or reconstruction of the Community Area; (iv) change the method of determining the obligations, assessments, dues or other charges that may be levied against the Owner of a Residence; (v) by -act or omission change, waive or abandon any scheme of regulations or their enforcement pertaining to the architectural design or the exterior appearance of Residences, or the maintenance and up-keep of the Community Area; or (vi) fail to maintain the Reserve for Replacements in the amount required by this Declaration or any Supplemental Declaration. (g) Mercers. Upon a merger or consolidation of another corporation with the Corporation, its properties, rights and obligations may, as provided in its articles of incorporation, by operation of law be transferred to another surviving or consolidated corporation or, alternatively, the properties, rights and obligations of another corporation may by operation of law be added to the properties, rights and obligations of the Corporation as a surviving corporation pursuant to a merger. The surviving or consolidated corporation may administer the covenants and restrictions established by this Declaration within the Tract together with the covenants and restrictions established upon any other properties as one scheme. No other merger or consolidation, however, shall effect any revocation, change or addition to the covenants established by this Declaration within the Tract except as hereinafter provided. 13 . Assessments. (a) Creation of the Lien and Personal Obligation of Assessments. Declarant hereby covenants, and each Owner of any Lot by acceptance of a deed thereto, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Corporation the following: (1) General Assessments, (2) the Community Area Initial Assessment, (3) annual and special Parcel Assessments, (4) Architectural Control Assessments (to the extent levied) and (5) Special Assessments, such Assessments to be established and collected as hereinafter provided. All Assessments, together with interest thereon and costs of collection thereof, shall be a charge on the land and shall be a continuing lien upon the Lot against -13- which each Assessment is made until paid in full. Each Assessment, together with interest thereon and costs of collection thereof, shall also be the personal obligation of the Person who was the Owner of the Lot at the time when the Assessment became due. (b) General Assessment. (i) Purpose of Assessment. The General Assessment levied by the Corporation shall be used exclusively to promote the recreation, health, safety, and welfare of the Owners of Lots and for the improvement, maintenance, repair, replacement and operation of the Community Area. (ii) Basis for Assessment. (1) Trots Generally. Each Lot owned by a Person other than Declarant shall be assessed at a uniform rate without regard to whether a Residence has been constructed upon the Lot. (2) sots Owned by Declarant. No Lot owned by Declarant shall be assessed by the Corporation except such Lots as have been improved by the construction thereon of Residences which shall be subject to assessment as provided in Clause (1) above. (3) Chanae in Basis. The basis for assessment may be changed upon recommendation of the Board of Directors if such change is approved by (i) two-thirds (2/3) of the members (excluding Declarant) or two-thirds (2/3) of the Mortgagees (based on one vote for each first mortgage owned) who are voting in person or by proxy at a meeting of such members duly called for this purpose. (iii) Method of Assessment. By a vote of a majority of the Directors, the Board of Directors shall, on the basis specified in subparagraph (ii) , fix the General Assessment for each assessment year of the Corporation at -14- an amount sufficient to meet the obligations imposed by this Declaration and all Supple- mental Declarations upon the Corporation. The Board of Directors shall establish the date (s) the General Assessment shall become due, and the manner in which it shall be paid. (iv) Allocation of Assessment. Certain of the costs of maintaining, operating, restoring or replacing the Community Area have been allocated in this Declaration among Owners of Lots on the basis of the location of the lands and improvements constituting the Community Area and the intended use thereof. In determining the General Assessment, costs and expenses which in accordance with the provisions of this Declaration are to be borne by all Owners shall first be allocated to all Owners. Costs and expenses which in accordance with the provisions of this Declaration are to be borne by the Owners of certain Lots shall then be allocated to the Owners of such Lots. The provisions of subparagraph (ii) for uniform assessment shall not be deemed to require that all assessments against vacant Lots or Lots improved with comparable types of Residences be equal, but only that each Lot be assessed uniformly with respect to comparable Lots subject to assessment for similar costs and expenses. (c) Community Area Initial Assessment. On the earlier of (i) the date a Lot is conveyed by Declarant to an Owner (other than the holder of a first mortgage on such Lot in a conveyance which constitutes a deed in lieu of foreclosure) , (ii) the date a Residence constructed on the Lot has been certified for occupancy by the Zoning Authority or (iii) the date a Residence on the Lot is first occupied by an Owner upon completion of construction thereof, there shall be due and payable to the Corporation by the Owner of such Lot the sum of Five Hundred Dollars ($500. 00) which shall be deposited in the Reserve for Replacements maintained by the Corporation. (d) parcel Assessments. (i) Purpose of Assessments. Parcel Assessments shall be used for such purposes as are authorized by the Supplemental Declaration for such Parcel. -15- (ii) Method of Assessment. An annual Parcel Assessment shall be levied by the Corporation against Lots in a Parcel using the basis set forth in the Supplemental Declaration for such Parcel, and collected and disbursed by the Corporation. The Board shall fix in accordance with the By-Laws and the provisions of any Supplemental Declaration the annual parcel assessment for each Parcel, the date(s) such Assessment shall become due, and the manner in which it shall be paid. (iii) Special Assessments. In addition to the annual Parcel Assessment, the Corporation may levy in any fiscal year a special Parcel Assessment against one or more of the Lots in a Parcel for the purpose of (A) defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the Parcel, including fixtures and personal property related thereto, provided that any such Assessment shall have the assent of a majority of the Owners of Lots in the Parcel who are voting in person or by proxy at a meeting of such Owners duly called for this purpose or (B) defraying any Maintenance Costs incurred in satisfying any requirements imposed on the Corporation by a Supplemental Declaration relating to a Parcel. (e) Architectural Control Assessment. If any Owner fails to comply with the requirements of the first two sentences of Paragraph 4 (h) of a Supplemental Declaration relating to the Parcel in which such Owner ' s Lot is located and/or the provisions of Paragraph 14 (c) of this Declaration, then the Corporation may levy against the Lot owned by such Owner an Assessment in an amount determined by the Board of Directors which does not exceed the greater of (i) One Hundred Dollars ($100. 00) for each day that such failure continues after written notice thereof is given by Declarant or the Corporation to such Owner or (ii) Five Thousand Dollars ($5 , 000. 00) . Such Assessment shall constitute a lien upon the Lot of such Owner and may be enforced in the manner provided in subparagraph (h) below. The levy of an Architectural Control Assessment shall be in addition to, and not in lieu of, any other remedies available to Declarant and/or the Corporation provided in this Declaration, at law or in equity in the case of the failure of an Owner to comply with the provisions of this Declaration and all applicable Supplemental Declarations. -16- (f) Special Assessment. In addition to such other Special Assessments as may be authorized herein, the Corporation may levy in any fiscal year a Special Assessment applicable to that year and not more than the next four (4) succeeding fiscal years for the purpose of defraying, in whole or in part, the cost of any construction, repair, or replacement of a capital improvement upon the Community Area, including fixtures and personal property relating thereto, provided that any such Assessment shall have the assent of a majority of the votes of the Members whose Lots are subject to assessment with respect to the capital improvement who are voting in person or by proxy at a meeting of such members duly called for this purpose. (g) Date of Commencement of Assessments. The General Assessment and Parcel Assessments shall commence with respect to assessable Lots within a Parcel on the first day of the month following conveyance of the first Lot in the Parcel to an Owner who is not Declarant. The initial Assessment on any assessable Lot shall be adjusted according to the days remaining in the month in which the Lot became subject to assessment. (h) effect of Nonpayment of Assessments; Remedies of the Corporation. Any Assessment not paid within thirty (30) days after the due date may upon resolution of the Board of Directors bear interest from the due date at a percentage rate no greater than the current statutory maximum annual interest rate, to be set by the Board of Directors for each assessment year. The Corporation shall be entitled to institute in any court of competent jurisdiction any lawful action to collect a delinquent Assessment plus any expenses or costs, including attorneys' fees, incurred by the Corporation in collecting such Assessment. If the Corporation has provided for collection of any Assessment in installments, upon default in the payment of any one or more installments, the Corporation may accelerate payment and declare the entire balance of said Assessment due and payable in full. No Owner may waive or otherwise escape liability for the Assessments provided for herein by non-use of the Community Area or abandonment of his Lot. (i) Subordination of the Lien to Mortaaaes. The lien of the Assessments provided for herein against a Lot shall be subordinate to the lien of any recorded first mortgage covering such Lot and to any valid tax or special assessment lien on such Lot in favor of any governmental taxing or assessing authority. Sale or transfer of any Lot shall not affect the assessment lien. The sale or transfer of any Lot pursuant to mortgage -17- • foreclosure or any proceeding in lieu thereof shall , however, extinguish the lien of such Assessments as to payments which became due more than six (6) months prior to such sale or transfer. No sale or transfer shall relieve such Lot from liability for any Assessments thereafter becoming due or from the lien thereof . (j ) Certificates. The Corporation shall, upon demand by an Owner, at any time, furnish a certificate in writing signed by an officer of the Corporation that the Assessments on a Lot have been paid or that certain Assessments remain unpaid, as the case may be. (k) Annual Budget. By a majority vote of the Directors, the Board of Directors shall adopt an annual budget for the subsequent fiscal year, which shall provide for allocation of expenses in such a manner that the obligations imposed by the Declaration and all Supplemental Declarations will be met. 14. Architectural Control. (a) The Architectural Review Board. An Architectural Review Board consisting of three (3) or more Persons as provided in the By-Laws shall be appointed by the Board of Directors. (b) Purpose. The Architectural Review Board shall regulate the external design, appearance, use, location and maintenance of the Tract and of improvements thereon in such manner as to preserve and enhance values and to maintain a harmonious relationship among structures, improvements and the natural vegetation and topography. (c) Conditions. Except as otherwise expressly provided in this Declaration, no improvements, alterations, repairs, change of colors, excavations, changes in grade, planting or other work that in any way alters any Lot or the exterior of the improvements located thereon from its natural or improved state existing on the date such Lot was first conveyed in fee by Declarant to another Owner shall be made or done without the prior approval by the Architectural Review Board of a Lot Development Plan therefor. Prior to the commencement by any Owner other than Declarant of ( i) construction, erection or alteration of any Residence, other building, fence, wall, swimming pool, tennis court, patio, or other structure on a Lot or (ii) any plantings on a Lot, a Lot Development Plan with respect thereto shall be submitted to the Architectural Review Board, and no Residence, other building, fence, wall, swimming pool , tennis court, patio or other structure shall be -18- commenced, erected, maintained, improved, altered, made or done, or any plantings made, by any Person other than Declarant without the prior written approval of the Architectural Review Board of a Lot Development Plan relating to such construction, erection, alteration or plantings. Such approval shall be in addition to, and not in lieu of, all approvals, consents, permits and/or variances required by law from governmental authorities having jurisdiction over Waterstone, and no Owner shall undertake any construction activity within Waterstone unless all legal requirements have been satisfied. Each Owner shall complete all improvements to a Lot strictly in accordance with the Lot Development Plan approved by the Architectural Review Board. As used in this subparagraph (c) , "plantings" does not include flowers , bushes, shrubs or other plants having a height of less than eighteen (18) inches. (d) procedures. In the event the Architectural Review Board fails to approve, modify or disapprove in writing a Lot Development Plan within sixty (60) days after notice of such plan has been duly filed with the Architectural Review Board in accordance with procedures established by Declarant or, subsequent to the Applicable Date, the Board of Directors, approval will be deemed denied. A decision of the Architectural Review Board (including a denial resulting from the failure of such Board to act on the plan within the specified period) may be appealed to the Board of Directors which may reverse or modify such decision (including approve a Lot Development Plan deemed denied by the failure of the Architectural Review Board to act on such plan within the specified period) by a two-thirds (2/3) vote of the Directors then serving. (e) Guidelines and Standards. The Architectural Review Board shall have the power to establish and modify from time to time such written architectural and landscaping design guidelines and standards as it may deem appropriate to achieve the purpose set forth in subparagraph (b) to the extent that such design guidelines and standards are not in conflict with the specific provisions of this Declaration. Any such guideline or standard may be appealed to the Board of Directors which may terminate or modify such guideline or standard by a two-thirds (2/3) vote of the Directors then serving. (f) Application of Guidelines and Standards. The Architectural Review Board shall apply the guidelines and standards established pursuant to subparagraph (e) in a fair, uniform and reasonable manner consistent with the -19- discretion inherent in the design review process. In disapproving any Lot Development Plan, the Architectural Review Board shall furnish the applicant with specific reasons for such disapproval and may suggest modifications in such plan which would render the plan acceptable to the Board if resubmitted. (g) Design Consultants. The Architectural Review Board may utilize the services of architects, engineers and other Persons possessing design expertise and experience in evaluating Lot Development Plans. No presumption of any conflict of interest or impropriety shall be drawn or assumed by virtue of the fact that any of such consultants may, from time to time, represent Persons filing Lot Development Plans with the Architectural Review Board. (h) Existina Violations of Declaration. The Architectural Review Board shall not be required to consider any Lot Development Plan submitted by an Owner who is, at the time of submission of such Lot Development Plan, in violation of the requirements of the first two sentences of Paragraph 4 (h) of a Supplemental Declaration relating to the Parcel in which such Owner' s Lot is located and/or the provisions of subparagraph (c) of this Paragraph 14 , unless such Owner submits to the Architectural Review Board with such Lot Development Plan an irrevocable agreement and undertaking (with such surety as the Board may reasonably require) to remove from the Owner's Lot any improvements or landscaping constructed and/or installed prior to the submission of a Lot Development Plan (or constructed and/or installed in violation of a previously approved Lot Development Plan) to the extent any such previously constructed and/or installed improvement or landscaping is not subsequently approved by the Architectural Review Board. The Architectural Review Board shall have the power to recommend to the Board of Directors that the Corporation assess an Architectural Control Assessment against any Owner who fails to comply with the requirements of Paragraph 4 of a Supplemental Declaration or Paragraph 14 of this Declaration. Under no circumstances shall any action or inaction of the Architectural Review Board be deemed to be unreasonable, arbitrary or capricious if , at the time of such decision, the Person having submitted a Lot Development Plan for approval by the Architectural Review Board has violated Paragraph 4 of a Supplemental Declaration or Paragraph 14 of this Declaration and such violation remains uncured. (i) Exercise of Discretion. Declarant intends that the members of the Architectural Review Board exercise -20- • discretion in the performance of their duties consistent with the provisions of subparagraph (f) , and every Owner by the purchase of a Lot shall be conclusively presumed to have consented to the exercise of discretion by such members. In any judicial proceeding challenging a determination by the Architectural Review Board and in any action initiated to enforce this Declaration in which an abuse of discretion by the Architectural Review Board is raised as a defense, abuse of discretion may be established only if a reasonable Person, weighing the evidence and drawing all inferences in favor of the Board, could only conclude that such determination constituted an abuse of discretion. (j) Liability of Board. Neither the Architectural Review Board, nor any member thereof, nor any agent thereof, nor the Declarant shall be responsible in any way for any defects in any plans, specifications or other materials submitted to it, nor for any defects in any work done according thereto. Further, the Board does not make, and shall not be deemed by virtue of any action of approval or disapproval taken by it to have made, any representation or warranty as to the suitability or advisability of the design, the engineering, the method of construction involved, or the materials to be used. (k) ;nsDection. Members of the Architectural Review Board may inspect work being performed to assure compliance with these Restrictions and applicable regulations. 15. Community Area. (a) Ownership. The Community Area shall remain private, and neither Declarant's execution or recording of an instrument portraying the Community Area, nor the doing of any other act by Declarant is, or is intended to be, or shall be construed as, a dedication to the public of such Community Area. Declarant or the Corporation may, however, dedicate or transfer all or any part of the Community Area to any public agency, authority or utility for use as roads, utilities, parks or other public purposes. (b) Density of Use. Declarant expressly disclaims any warranties or representations regarding the density of use of the Community Area or any facilities located thereon. (c) Obligations of the Corporation. The Corporation, subject to the rights of Declarant and the Owners set forth in this Declaration, shall be -21- responsible for the exclusive management and control of the Community Area and all improvements thereon (including furnishings and equipment related thereto) , and, except as otherwise provided herein or in a Supplemental Declaration, shall keep the Community Area in good, clean, attractive and sanitary condition, order and repair. (d) Easements of Eniovment. No Person shall have any right or easement-of enjoyment in or to the Community Area except to the extent granted by, and subject to the terms and provisions of, this Declaration or any Supplemental Declaration. Such rights and easements as are thus granted shall be appurtenant to and shall pass with the title to every Lot for whose benefit they are granted. Unless otherwise provided in a Supplemental Declaration or a Plat, all Owners may use the Paths , the Community Center and the Commons subject to the reserved rights of Declarant and the Corporation. The Owners of Lots abutting a Lake may use such Lakes, but such use shall be limited to fishing and such other uses as may be authorized by resolution adopted by the Board of Directors. Subject to restrictions on points of access, Lake 1 may be used by all Owners, but only for fishing and such other purposes as may be authorized by the Board of Directors. No Owner whose Lot does not abut a Lake shall have any right of access to a Lake over any Lot, but only such right of access over the Community Area as may be designated on a Plat or by the Board of Directors for such purpose. The Common Docks may be used only by such Persons as are designated by Declarant as provided in Paragraph 6 (c) or, if no such designation is made by Declarant, as are authorized by the Board of Directors to use the Common Docks pursuant to rules, regulations and procedures adopted by the Board of Directors. (e) extent of Easements. The easements of enjoyment created hereby shall be subject to the following: (i) the right of the Corporation to establish reasonable rules for the use of the Community Area and to charge reasonable admission and other fees for the use of any recreational facilities located in or constituting a part of the Community Area except that no fee shall be charged to those specifically authorized to use such facilities by this Declaration or any Supplemental Declaration unless the Corporation is specifically authorized to do so by this Declaration or a Supplemental Declaration; -22- (ii) the right of the Corporation to suspend the right of an Owner and all Persons whose right to use the Paths, the Lakes, the Community Center, the Commons or a Common Dock derives from such Owner's ownership of a Lot to use such portions of the Community Area for any period during which any Assessment against his Lot remains unpaid for more than thirty (30) days after notice; (iii) the right of the Corporation to suspend the right of an Owner or any Person claiming through the Owner to use the Paths, the Lakes, the Community Center, the Commons or a Common Dock for a period not to exceed sixty (60) days for any other infraction of this Declaration, any Supplemental Declaration or the Register of Regulations; (iv) the right of the Corporation to mortgage any or all of the Community Area and the facilities constructed thereon (exclusive of the Common Docks) for the purposes of improvements to, or repair of, the Community Area or facilities constructed thereon, pursuant to approval of two-thirds (2/3) of the votes of the Members (excluding Declarant) or two-thirds (2/3) of the Mortgagees (based on one vote for each first mortgage owned) , voting in person or by proxy at a regular meeting of the Corporation or a meeting duly called for this purpose; (v) the right of the Corporation to dedicate or transfer all or any part of the Community Area (exclusive of the Common Docks) to any public agency, authority or utility, but no such dedication or transfer shall be effective unless an instrument signed by the appropriate officers of the Corporation acting pursuant to authority granted by two-thirds (2/3) of the votes of the Members (excluding Declarant) or two-thirds (2/3) of the Mortgagees (based on one vote for each first mortgage owned) , agreeing to such dedication or transfer, has been recorded; and (vi) the right of Declarant in any Supplemental Declaration or Plat to restrict the use of Community Area located in a Section to (a) Owners of Residences located in such -23- Section or (b) to other Owners of less than all of the Lots in the Tract. (f) additional Rights of Use. The members of the family and the guests of every Person who has a right of enjoyment to the Community Area and facilities may use the Community Area and facilities subject to such general regulations consistent with the provisions of this Declaration and all Supplemental Declarations as may be established from time to time by the Corporation and included within the Register of Regulations. (g) Damage or Destruction by Owner. In the event the Community Area is damaged or destroyed by an Owner or any of his guests, tenants, licensees, agents, or member of his family, such Owner authorizes the Corporation to repair said damaged area; the Corporation shall repair said damaged area in a good workmanlike manner in conformance with the original plans and specifications of the area involved, or as the area may have been modified or altered subsequently by the Corporation in the discretion of the Corporation. An amount equal to the costs incurred to effect such repairs shall be assessed against such Owner as a Special Assessment and shall constitute a lien upon the Lot of said Owner. (h) Conveyance of Title. Declarant may retain the legal title to the Community Area or any portion thereof until such time as it has completed improvements thereon, but notwithstanding any provision herein, the Declarant hereby covenants that it shall convey the Lakes, the Community Center and the Commons to the Corporation, free and clear of all liens and financial encumbrances except as otherwise provided herein, not later than two (2) years from the date such Community Area or portion thereof is subjected to this Declaration. Owners shall have all the rights and obligations imposed by this Declaration with respect to such Community Area prior to conveyance, except that the Corporation shall not be liable for payment of taxes and insurance for such Community Area until title is conveyed. 16. Use of Tract. (a) Protective Covenants. (i) land Use. Lots may be used only for residential purposes and only one Residence may be constructed thereon. No portion of any Lot may be sold or subdivided such that there will be thereby a greater number of Residences in Waterstone than the number of original Lots -24- depicted on the Plats. Notwithstanding any provision in the applicable zoning ordinance to the contrary, no Lot may be used for any "Special Use" that is not clearly incidental and necessary to single family dwellings. No home occupation shall be conducted or maintained on any Lot other than one which does not constitute a "special use" and is incidental to a business, profession or occupation of the Owner or occupant of such Lot and which is generally or regularly conducted at another location which is away from such Lot. No signs of any nature, kind or description shall be erected, placed, or permitted to remain on any Lot advertising a permitted home occupation. (ii) Nuisances. No nuisance shall be permitted to exist or operate upon any Lot so as to be detrimental to any other Lot in the vicinity thereof or to its occupants. (iii) Other Restrictions. The Architec- tural Review Board may adopt general rules and regulations to implement the purposes set forth in Paragraph 14 (b) and to supplement any covenants or restrictions set forth in a Supplemental Declaration, including but not limited to rules to regulate animals, antennas, signs, fences, walls and screens, mailboxes, storage tanks, awnings, storage and use of recreational vehicles, storage and use of machinery, use of outdoor drying lines, trash containers, and planting, maintenance and removal of vegetation on the Tract. The Architectural Review Board may adopt general rules and regulations appropriate to each Parcel, which rules and regulations may vary among Parcels. Such general rules may be amended by a two-thirds (2/3) vote of the Architectural Review Board. Subsequent to the Applicable Date, any such amendment may be made only after a public hearing for which due notice to all affected Owners has been provided, and if such amendments ents are the Board approved by a two-thirds (2/3) of of Directors. All general rules and any subsequent amendments thereto shall be placed in the Register of Regulations and shall constitute Restrictions. 1-4 -25- (iv) Exceptions. The Architectural Review Board may authorize exceptions to or variances from the general rules and regulations adopted pursuant to clause (iii) if the Architectural Review Board can show good cause and acts in accordance with adopted guidelines and procedures. (b) Maintenance of Tract. To the extent that exterior maintenance is not provided for in a Supplemental Declaration, each Owner shall keep all Lots owned by him, and all improvements therein or thereon, in good order and repair and free of debris including, but not limited to, the seeding, watering, and mowing of all lawns, the pruning and cutting of all trees and shrubbery and the painting (or other appropriate external care) of all buildings and other improvements, all in a manner and with such frequency as is consistent with good property management as determined by the Architectural Review Board. In the event an Owner of any Lot in the Tract shall fail to maintain the premises and the improvements situated thereon, as provided herein, the Corporation, after notice to the Owner as provided by the By-Laws and approval by two-thirds (2/3) vote of the Board of Directors, shall have the right to enter upon said Lot to correct drainage and to repair, maintain and restore the Lot and the exterior of the buildings and any other improvements erected thereon. All costs related to such correction, repair or restoration shall become a Special Assessment upon such Lot. 17. Easements. (a) Plat Easements. In addition to such easements as are created elsewhere in this Declaration or in a Supplemental Declaration and as may be created by Declarant pursuant to written instruments recorded in the office of the Recorder of Hamilton County, Indiana, Lots are subject to drainage easements, sewer easements, utility easements, entry way easements, landscape easements, lake access easements, community area access easements, pathway easements, berm easements and non-access easements, either separately or in any combination thereof, as shown on the Plats, which are reserved for the use of Declarant, Owners, the Corporation, the Architectural Review Board, public utility companies and governmental agencies as follows: (i) Drainage Easements (DE) are created to provide paths and courses for area and local storm drainage, either overland or in adequate underground conduit, to serve the -26- needs of Waterstone and adjoining ground and/or public drainage systems; and it shall be the individual responsibility of each Owner to maintain the drainage across his own Lot. Under no circumstance shall said easement be blocked in any manner by the construction or reconstruction of any improvement, nor shall any grading restrict, in any manner, the waterflow. Said areas are subject to construction or-reconstruction to any extent necessary to obtain adequate drainage at any time by any governmental authority having jurisdiction over drainage, by Declarant, and by the Architectural Review Board, but neither Declarant nor the Architectural Review Board shall have any duty to undertake any such construction or reconstruction. Said easements are for the mutual use and benefit of the Owners. (ii) Sewer Easements (SE) are created for the use of the local governmental agency having jurisdiction over any storm and sanitary waste disposal system which may be designed to serve Waterstone for the purpose of installation and maintenance of sewers that are a part of said system. (iii) Utility Easements (UE) are created for the use of Declarant, the Corporation and all public or municipal utility companies, not including transportation companies, for the installation and maintenance of mains, ducts, poles, lines and wires, as well as for all uses specified in the case of sewer easements. (iv) Pntry Wav Easements (EWE) are created for the use by Declarant, the Architectural Review Board andoperation Corpration ion for the installation, maintenance of the Entry Ways. (v) j,andscape Easements (LE) are created for the use by Declarant, the Architectural Review Board and the Corporation for the planting and maintenance of trees, shrubs and other plantings. (vi) Lake Access Easements (LAE) are created for the use of Declarant, the Corporation, the Drainage Board and the City of Carmel for the purpose of gaining access to -27- the Lakes in the course of maintenance, repair or replacement of any f . (vii) Community Area Access Easements (CAE) are created for the use of Declarant and the Corporation for the purpose of gaining access to the Commons in the course of maintenance, repair or replacement thereof e and for the use of Owners for the purpose of gaining access to the Commons to enjoy the use thereof to the extent authorized herein. Pathway ents (PE) are created Easem (viii) for the installation by Declarant, the maintenance by the Corporation and the use by the Owners of the Paths and Path Lights. (ix) Barin Easements (BE) are created for use by Declarant, the Architectural Review Board and the Corporation for the maintenance of the Berm. (x) Non-Access Easements (NAE) are created to preclude access from certain Lots to abutting rights-of-way across the land subject to such easements. All easements mentioned herein include the right of reasonable ingress and egress for the exercise of other rights reserved. No structure, including fences, shall be built on any drainage, sewer or utility easement if such structure would interfere with the utilization of licable legal requirement purpose intended or violate any appeasement specifically or the terms and conditions of any nt ume an initr granted to a Person who is not an Owner by nt recorded in the Office of the Recorder of Hamilton County, ,,.. a paved driveway necessary to provide access to a Lot from a public street and a sidewalk installed by or at the direction of Declarant (and replacements thereof) shall not be deemed a "structure" for the purpose of this Restriction. (b) General Easement. There is hereby created a blanket easement over, across, through and under the Tract for ingress, egress, installation, replacement, repair and maintenance of underground utility and service lines and systems, including but not smite d to cion,water, sewers, gas, telephones, electricity, virtue of e or communication lines and systems. Byvirtue for of thist easement it shall be expressly p toD install ant or the providing utility or service company and maintain uch facilities equipment e excavate Tract and to purposes ifDeclarant orsuch company for -28- I p restores the disturbed area as nearly as is practicable to the condition in which it was found. No sewers , electrical lines, water lines, or other utility serv ice lines or facilities for such utilities may approvedlice or relocated in a Section except as proposed and installed by Declarant prior to the conveyance f the first Archit ctural Lotiin ot in a Section to an Owner or by utility furnishing a Board thereafter. Should any service covered by the general easement eparate hereinprovided request a specific easement by dable document, Declarant or the Corporation shall have the right to grant such easement on the Tract without conflicting with the terms hereof. This blanket easement shall in no way affect any other recorded easements on the Tract, shall behtnoted tcoverro any portion of vements as laaLot lly constructed, and shall upon which a Residence has been constructed. (c) -ub ' c Hea a d Sa et asements. An easement is hereby created for the benefit of , and granted to, all police, fire protection, ambulance, delivery vehicles, and all similar Persons to enter upon the Community Area in the performance of their duties. (d) prainaae Board Easement. An easement is hereby created for the benefit of , and granted to, the Drainage Board to enter the Tract and all Lots therein to the extent necessary to exercise its rights with respect to any legal drain constituting a part of the Drainage System. (e) Crossing Underaround Easements. crossed Easementsy uutilized for underground service may be driveways, walkways, Paths, Lake Access Easements and Community Area Access Easements provided prior arrangements are made with the utility company fur furnishing ing service. Such easements as are actually underground service shall be kept clear of all other improvements, including buildings, patios, or other pavings, other than crossings, driveways, walkways, Paths, Lake Access Easements or Community Area Access Easements, and neither Declarant nor any utility company using the easements shall be liable for an damage done e by either of them or their assigns, agents, servants to shrubbery, trees, flowers or other improvements of the Owner located on the land covered by said easements. (f) Declarant' s earserlae. For from the date of Dconvey conveyance of a period of ten (10) y the first Lot in a Section, Declarant reserves a blanket easement and right on, over and under the ground within -29- that Section to maintain and to correct drainage of surface water in order to maintain reasonable standards of health, safety and appearance. Such right expressly includes the right to cut any trees, bushes or shrubbery, bery, make any gradings of the soil, or to followingtake y wtieh similar action reasonably necessary, Declarant shall restore the affected property to its original condition as nearly as practicable. Declarant shall give reasonable notice of its intention to take such action to all affected Owners, unless in the opinion of Declarant an emergency exists which precludes such notice. (g) Water Retention. The Owner of each Lot, by acceptance of a deed thereto, consents to the temporary storage (detention) of storm water within the drainage easements (DE) on such Owner' s Lot. 18 . Use of Lots During Development. (a) By Declarant. Notwithstanding any provisions to the contrary contained herein or in any other instrument or agreement, Declarant or its sales agents or contractors may maintain during the period of construction and sale of Lots and Residences in the Tract or the Development Area, upon such portion thereof as is owned or leased by Declarant, such facilities as in the sole opinion of Declarant may be reasonably required, convenient or incidental to the construction and sale of Lots and Residences, including, but without limiting the generality thereof , a business office, storage area, construction yards, signs, model Residences and sales offices. Declarant specifically reserves the right to maintain a sales office in the Community Center during the period that it is engaged in the sale of Lots in Waterstone. (b) Dv Builders. Notwithstanding any provisions to the contrary contained herein, a builder who has constructed a Residence in Waterstone may, with the prior consent of the Board of Directors, use such Residence as a "model" home and may hold such home open to the public, either individually or aspart of ardof a "home show" approved by the Directors for such reasonable perioas the the Board of Directors may specify. approval of Declarant, Lots adjacent to or in -30- proximity to such model home may be used for parking by visitors to such model home. F.,forcement. The Corporation, any Owner or Declarant 19 • by proceeding at law or in equity, shall have the right to enforce, reservations , and i all restrictions, conditions, covenants, and provisions liens t his charges now or hereafter lythe Declarations, but neither Declaration and of any Supplemental r damage of any Declarant nor the Corporation shall be liable foor carry kind to any Person for failure either toot bidel de by, enforcey any Person toy out any of the Restrictions. No delay availabe remeo enforce any of the Restrictions or to invoke any with respect to a violation or violations thereof shall Pndernany circumstances be deemed or held to be a waiver by that Person of the right to do so thereafter, or an estoppel to assert any right available to him upon the occurrence, recurrence or continuation of any violation or violations of the Restrictions. In any action to enforce this Declaration, the Person seeking enforcement shall be entitled to recover all costs off enforcement, a including attorneys' fees, if it substantially p action. 20. M ons on Rights of the Corporation. Prior to the Applicable Date, the Corporation may not use its resources nor take a public position in opposition to the General Plan of Development or to changes thereto proposed by Declarant. Nothing in this paragraph shall be construed o ► affiliation with rights other Members Members or acting as individualsthe resources of the groups as long as they do not employ Corporation or identify themselves as acting in the name, or on the behalf, of the Corporation. 21. Aribrovals by Declarant. Notwithstanding any other provisions hereof , prior to the Applicable Date, the following of Declarant: the actions shall require the prior approval addition of real estate to hconsolidations of Sections withTract; dedication or transfer in the f the Community Area; mergers andof the Tract or of the Tract with other real estate; mortgaging of the al Community Area; achangestof this in the basis Declarationorassessment or the amount, Declaration; and changes Area Initial Assessment. use and time of payment of the Community 22 . 112rt2a9e1 (a) Notice to Corporation. Any Owner who places a first mortgage lien upon his Residence or the Mortgagee shall notify the Secretary of the Board of Directors of such mortgage and provide the name and address of the Mortgagee. A record of such Mortgagee' s name and address shall be maintained by the Secretary and any required to be given to the Mortgagee pursuant to the terms of the Declaration any Supplemental Declaration, -31- the Articles or the By-Laws (the "Organizational Documents") shall be deemed effectively given if mailed to such Mortgagee at the address shown in such recordin the time provided. Unless notification of anyc mortgage and the name and address oche rt agye such ar are e furnished to the Secretary, either by Mortgagee, no notice to any Mortgagee as may be otherwise required by the Organizational Documents shall be required and no Mortgagee shall be entitled to vote toby virtue of the Organizational Documents or a proxy granted to such Mortgagee in connection with the mortgage. (b) o or u�t;ces tMtaaaees. The Corporation shall promptly provide to any MortgageeCorporation a of whom the aovn has been provided the offollowing= subparagraph ( ) notice of any (i) Any condemnation or casualty loss that affects a material portion of the Community Area; (ii) Any delinquency in the payment of any Assessment owed by the Owner of any Residence on which said Mortgagee holds a mortgage or any default by an Owner under the Organizational Documents, if said delinquency or default continues for more than sixty (60) days; (iii) Any lapse, cancellation or material modification of any insurance policy or fidelity bond maintained by the Corporation; (iv) Any proposed action that requires the consent of a specified percentage of Mortgagees; and, (v) Any proposed amendment of the organizational Documents effecting a change in (A) the interests in the Community Area appertaining to any Residence or the liability for Maintenance Costs appertaining thereto, (B) the vote appertaining to a Residence or (C) the purposes for which any Residence or the Community Area are restricted. (c) Notice of Unpaid Assessments. The Corporation shall, upon request of a Mortgagee, a proposed mortgagee, to or a proposed purchaser who has a contractual right or purchase a Residence, furnish to such mortgagee purchaser a statement setting forth the amount of the unpaid Assessments against the Residence and the Owners , -32- and any Mortgagee or grantee of the Residence shall not be liable for, nor shall unhe Residence conveyed be aid Assessments in excess subject to a lien for, any P of the amount set forth in such statement. (d) rj andel Statements. Upon the request of any Mortgagee, the Corporation shall provide to said Mortgagee the most refinancial statement preparedon behalf of the Corporation. ( ) Pa ents by a_ee Mortaas. Any Mortgagee may (i) pay taxes or other charges upon tha the Community Area orre in default and tany may or have become a lien part thereof and (ii) pay overdue premiums on hazard insurance policies or secure new hazard insurance coverage for the Community Area in case oof a lapse ofbe a policy. A Mortgagee making such payments entitled to immediate reimbursement from the Corporation. 23 . nMPndments. Generally. This Declaration may be amended at (a) (i) the appropriate any time by an instrument signed by thea to the officers of the Corporation acting pursuant authority granted by not less than two-thirds (2/3) of the votes of the Members cast at a meeting duly called for the purpose of amending h 21,this Declaration (ii) Declarant, to tthe extent required by Par g P ny Declarant. Declarant hereby reserves the (b) to amend right prior to the Applicable Date unilaterally andrevise the standards,eclaration. Such amendments shall be nants and restrictionscon tained in this D in writing, executed by Declarant, and recorded with the Recorder of Hamiltontri�Y ar Indiana m nisho suctheh amendmrightsenor however, shall zes oincreaseLots or conveyed expand such Owners prior to the amendment he obligations of Owners with respect to to s adversely affect the rights and interests of Mortgagees holding first mortgages on Residences at the time of such notice in writing to such amendment. Declarant shall give endments. Except to the Owners and Mortgagees of any extent authorized in Paragraph 17 (b) , Declarant shall not have the right at any time by amendment of this Declaration to grant or establish any easement through, across or over any Lot which Declarant has previously conveyed without the consent of the Owner of such Lot. (c) Effective Date. Any amendment shall become effective upon its recordation in the Office of the Recorder of Hamilton County, Indiana. -33- 24 . T erPretation. The underlined titles preceding the tion are various paragraphs and subparagraphs andnone of themDshallabe used asfan convenience of reference only, provision of this Declaration. aid to the construction applicable, the singular form of any word Wherever and whenever shall be taken to mean or apply to the pl the feminine and he m sc line ine form shall be taken to mean or apply to neuter. 25. Duration. The foregoing covenants and rictio s are re for the mutual benefit and protection of the presentland Owners, the Corporation, and DecleSa and all Persons claiminghall run with eunder and shall be binding on all parte them until January 1, 2023 , at which time said covenants and restrictions shall be automatically extended for successive periods years, unless changed in whole or in part by vote of of ten (10) majority of the Lots in those Persons who are then the Owners of a the Tract. 26. Severability. Every one of the Restrictions is hereby the rest of the declared to be independent of , and other ble from, one of the Restrictions , Restrictions and of and from every and of and from every combination of the Restrictions. Therefore, if any of the Restrictions shall be held o runninginvalid the laubor to e unenforceable, or to lack the quality of that holding shall be without effect up other the eone validity, enforceability or "running" quality of any Restrictions. 27 . Ston-Liability of Declarant. Declarant lPersonshall with nre Pect have ato liability to an Owner or to any other drainage on, over or under a Lot.of the Lotuch upon which ea Resldenceshall be tis responsibility of the Owner by wner, constructed and of t builder to ea Lot,uch shall lbendeemed to ce and an O agree to an acceptance of a deed indemnify and hold Declarant free and harmless from and against any and all liability arising from, rel ated Lot described cineectiosuch ndeedh drainage on, over and under the Declarant shall have no are eutresslyes, obligations assumed by Declarant landlno duty of, or warranty by, hereunder except such as Declarant shall be implied by or inferred from any term or provision of this Declaration. IN TESTIMONY WHEREOF, Declarant has executed this Declaration as of the date set forth above. WATERS " E LAND COMPANY, L.P. By MLAIIIA ' Geo It P. Sweet, Gener- 1 Manager -34- • STATE OF INDIANA ) SS: COUNTY OF MARION ) Before me, the undersigned, a Notary Public in and for said County and State, personally appeared George P. Sweet, the General Manager of Waterstone Land Company, L.P. , an Indiana limited partnership, who acknowledged the execution of the above and foregoing Declaration of Covenants and Restrictions for and on behalf of said partnership: WITNESS my hand and Notarial Seal this o'2 day of December, 1992 . >r mL No ry ub _ic Residing in )17of P..County rr P , /Jt c k (printed signature) My Commission Expires: TCH00696 This instrument prepared by Tom Charles Huston, Attorney at Law, 1313 Merchants Bank Building, 11 South Meridian Street, Indianapolis, Indiana 46204 . -35- DECLARATION OF COVENANTS AND RESTRICTIONS EXHIBIT A DESCRIPTION OF DEVELOPMENT AREA EXHIBIT A LAND DESCRIPTION Part of Section 33,Township 18 North,Range 4 East in Hamilton County, Indiana, being __ described as follows: nce on Commencing at an iron pipe at the southwest corner of said Section the west line an assumed bearing of North 00 degrees 29 minutes 49 secondsung, f southwest quarter of said Section 33 a distance of 998.30a cede t along the oint of said west line a thence continuing North 00 degrees 29 minutes 49parallel with distance of 200.50 feet; thence North 89 degrees 32 minutes 05 seconds s East minutes seconds said south line a distance of 250.00 feetthence 7 ���degrees 29 distant 50.00 feet north West parallel with said west line a distance 89 of the south line of the north half of said southwest quatsection; thence quarter South section degrees 34 minutes 56 seconds West parallel with the south linethence a distance of 250.00 feet to a point on the west line of said half-quarter section; North 00 degrees 29 minutes 49 seconds West along said west line a distance of 150.81 feet to a point distant 1119.60 feet south of the northwest corner�a n a deed to Joseph D. and southwest quarter,said point being the southwest corner of the tract land of the Hamilton County Recorder); Sue E. Zaharako (Deed record 296, Page thence North 89 degrees 20 minutes 34 seconds East along the south line oh iron pipe af saidt Zaharako tract a distance of 251.47 feet (250.0 feet, deed) to a 1 o deed; thencen North 00 degrees 29 utheast corner of said tract as called for in said Zahar parallel 49 seconds ;t with the west line of said southwest quarter and along the east line of said Zanarako tract a distance of 198.74 feet (200 feet,deed); thence South 89 degrees 37 minutes 46 seconds West parallel tract a distance f with the north 251. 47 fee of et(250 0 feet, southwest quarter and along the north line of said Zaharar deed) to the west line of said southwest quarter at a point distant 919.60 feet south of the s 29 minutes 49 seconds West along said northwest corner thereof;thence North 00 degrees 688.00 feet south of the northwest west line a distance of 231.60 feet to a pointdistant southwest corner of the tract of land corner of said southwest quarter, said point being described in a deed to Randal and Laurens Phipps ( in oeft said 708871)hippstract a distance ; thence North 89 degrees 32 minutes 49 seconds East along the south l of 375.19 feet (374.0 feet, deed) to a 1 inch iron 00 aat the southeast3minutes 29 secondssaid tract a as called for in said Phipps deed; thence Northdegrees distance of 192.49 feet (193.0 feet, deed) to a 5/8 inch southeast corner ar, thence North the tractdeoff land s 37 minutes 27 seconds West a distance of 49.98 feet to thethence described in a deed to Jerry P. and Diane D. Renihan the east line of saidment No. 8trac8t8and along North 00 degrees 20 minutes 44 seconds Westalongin another deed to Jerry P. and Diane the east line of the second tract of land described 9 .76 feet (295.0 feet,deeds) to a 1 inch D. Renihan (Instrument No. 90-323) distance iron pipe at the southeast corner of the first tract of lands descri42 minuttes 36 seconds West along in said Instrument No. I +4 90-323 and as called for therein;thence North 00 degrees ii the east line of said first Renihan tract of land a distance of 149.48 feet (150.0 feet, deed) to a 1 inch iron pipe; thence South 89 degrees 44 minutes 51 seconds West a distance of 374.23 feet (374.0 feet. deed) to a railroad spike atmnorthwest corner West of linid e osouthwest he quarter, thence North 00 degrees 18 minutes 32 northwest quarter of said section 33 a distance of 2640.00 feet to the northwest corner thereof; thence North 89 degrees 39 minutes 53 seconds East along the north line of said northwest quarter a distance of 2334.42 feet to a point distant 313.16 feet west of the northeast corner thereof;thence South 00 degrees 18 minutes 27 seconds East parallel with the east line of said northwest quarter a distance of 295.16 feet; thence South 00 degrees 20 minutes 04 seconds East a distance of 241.91 feet feet too a 5/8 ch rebar, thence North 83 a point 18.00 feet degrees 42 minutes 56 seconds East a distance of 296.66s distant18 minutes et west of the east line of said northwest e rth�v�sqt��a distance of 583 87 fethence South 00 �et�, thence North 89 27 seconds East parallel withsaid degrees 39 minutes 53 seconds East parallel with the north line of said northwest quarter a distance of 30.60 feet to a point distant 12.6 feet east of the east line of said northwest quarter (said east line being also the west line of the northeast quarter of said section 33); thence South 00 degrees 18 minutes 27 seconds East parallel llline lof the southeastth the tline of said d northeast quarter a distance of 1548.20 feet to the f said section 33; thence South 89 degrees 49 minutes 16 seconds West along the said north line a distance of 12.60 feet to a 1 inch iron pipe at the northeast corner of the southwest quarter of said section 33; thence South 00 degrees 26 minutes 39 seconds East along the east line of said southwest quarter a distance of 2589.58 feet to a point distant 50.00 feet north of the southeast corner of said southwest quarter, thence southwest Southq89 adegrees tan 32 minutes 05 seconds West parallel with the south line of 1015.20 feet; thence North 00 degrees 00 minutes es0 seconds distance of 1290 97 feet; thence feet;thence North 70 degrees 00 minutes 00 seconds North 22 degrees 00 minutes 00 seconds West a distance of 133.30 feet; thence South 90 degrees 00 minutes 00 seconds West a distance of 50.00 feet; thence South 68 degrees 28 minutes 41 seconds West a distance of 105.13 feet; thence North 00 degrees 29 minutes 49 seconds West parallel with the west line of said southwest quarter a distance of 260.00 feet; thence South 89 degrees 32 minutes 05 seconds he�Point ost rf ilel with the south line of said Beginning. Containing 287 65 southwest quarter a distance of 225.00 feet to t acres, more or less. DECLARATION OF COVENANTS AND RESTRICTIONS EXHIBIT B GENERAL PLAN OF DEVELOPMENT tAYKULL EAST 126tH STREET 130 ill 129 9 10 It 11 joi 11121 .120H9 �, 131 •4ç31':7:Na1r,y4pl 32 1 944.19I5 t 95 96 i 134 ® I 20 ` 21 122 ® ® .1 I .:1' �. $6*40/411 93I92I91 1900-_ 150- - 5D 100 ®till 145 a r :�� illiiiii 101 30 ® 1 154 v 102 es -X- ®' LAKE 1 0 1 W @ ,. PATHWAY Pm 36iiI Er 106 �® a41 107 91 40 PAtil CI 80 162 641411)W 60 �®MN 163 � VII ®' S3 Q. 164 R� 56 � 165 �� 7i � 57 ®� ®® � , tw 166 �i=44 ��A ® �.. i67 70 RI sir 4111 64 0== 168 i ��m=� tt7 1118 65 80 ® �Ia artt� ilt, 7 69 68 67 6b0 I230.....x4i., En ® � I lar Mt Allir PATHWAY EU 88 / COM MUNITY AREA 87 a X Z 86 01111 Or 15 16 19 II 1' 11 1 Ity 79 76 W 1J „` 106 80 © m ,Q Q �L ... .403 62 (l )J ® 0106/0t6.11° ��• �;�K����liodzi mom 113 1116° p K1\• MS 60 as"Er. 0a= 45111111 44 ®:� :� 101-6131 M EMI [Ill AkaH1 10AcvLk 5! 39©••04111 iggirNitar 141V miss �® 96410, 52 (•1 32 po 35 31 4 122121 120 14MU 77 r illM t�® /34 i 33 � fig • cJ� \ MO •111121 128 VA 29 ME a 0 3 , ®4� 111 2 126 27 28 g 29 3/3/31/32 33 EAST 1161n STREET DECLARATION OF COVENANTS AND RESTRICTIONS EXHIBIT C DESCRIPTION OF THE TRACT EXHIBIT C Land Description - Stonewick Section One Part of the Southwest Quarter of Section 33,Township 18 North, Range 4 East in Hamilton County, Indiana, being more particularly described as follows: Beginning at the Southeast Corner of said Southwest Quarter Section; thence South 89 degrees 32 minutes 05 seconds West (assumed bearing) along the South lsine 00 ofmisaid Southwest Quarter Section a distance of 1015.59 feet; thence North 00 degree utes 00 seconds East a distance of 200.00 feet; thence North 70 58 degrees 00 mtes inutes tes 00 seconds seconds ast a West a distance of 157.36 feet; thence North 24 degrees distance of 171.74 feet to a curve having�sonredsiEa�fence Northweste5.00 feet, the rly alius ong the arcnt of which of bears North 24 degrees 58 minutes 31 said curve a distance of 5.10 feet to a point which bears South 25 degrees 45 minutes 18 seconds West from said radius point; thence North 25 degrees 45 minutes 18 seconds East a distance of 50.00 feet; thence North 12 degrees 50 minutes 14 seconds East a distance of 130.00 feet; thence North 36 degrees 55 minutes 17 seconds West a distance of 61.24 feet; thence North 23 degrees 03 minutes 16 seconds West a distance of 64.78 feet; thence North 04 degrees 00 minutes 00 seconds West a distance of 222.31 feet; thence North 12 degrees 48 minutes 19 seconds East a distance of 136.98 feet; thence North 20 degrees 00 minutes 00 seconds East a distance of 143.01 feet; thence South 70 degrees 00 minutes 00 seconds East a distance of 234.86 feet; thence South 44 degrees 28 minutes 24 seconds East a distance of 99.96 feet; thence South 82 degrees 53 minutes 44 seconds East a distance of 359.46 feet; thence South 43 degrees 00 minutes 00 seconds East a distance of 190.00 feet; thence South 47 degrees 00 minutes 00 seconds West a distance of 29.42 feet; thence South 43 degrees 00 minutes 00 seconds East a distance of 111.07 feet; thence North 76 degrees es 088 minutes 13 seconds East a distance of 109.65 feet; thence North 90 degrees 00 seconds East a distance of 99.69 feet to the East line of said Quarter Section; thence South 00 degrees 26 minutes 39 seconds East along said East line a distance of 763.44 feet to the Beginning Point, containing 24.056 acres, more or less. 0 p 1 I 111 I PAGE .:-1- of z PAG71 EXHIBIT C Land Description - Windpointe Section One A part of the Southwest Quarter of Section 33, Township 18 North, Range 4East in Hamilton County, Indiana, being more particularly described asfollows: Commencing at the Southwest corner of the Southwest Quarter of said Section 33; thence North 00 degrees 29 minutes 49 seconds West (Assumed Bearing) along the West line of said Southwest Quarter Section a distance of 1724.35 feet to the Point of Beginning; thence continuing North 00 degrees 29 minutes 49 seconds West along said West line a distance of 231.60 feet; thence North 89 degrees 32 minutes 49 seconds East a distance of 375.19 feet; thence North 00 degrees 33 minutes 29 seconds West a distance of 74.15 feet; thence North 90 degrees 00 minutes 00 seconds East a distance of 133.99 feet; thence North 77 degrees 26 minutes 07 seconds East a distance of 260.55 feet; thence North 87 degrees 14 minutes 00 seconds East a distance of 181.41 feet to a curve having a radius of 1025.00 feet, the radius point of which bears North 87 degrees 14 minutes 00 seconds East; thence Northerly along said curve an arc distance of 28.79 feet to a point which bears South 88 degrees 50 minutes 34 seconds West from said radius point; thence North 88 degrees 50 minutes 34 seconds East a distance of 241.84 feet; thence South 25 degrees 00 minutes 00 seconds East a distance of 18.32 feet; thence North 72 degrees 00 minutes 00 seconds East a distance of 13131 feet; thence North 80 degrees 00 minutes 00 seconds East a distance of 194.20 feet; thence South 38 degrees 00 minutes 00 seconds East a distance of 139.88 feet;thence South 20 degrees 00 minutes 00 seconds West a distance of 1000.04 feet; thence North 64 degrees 13 minutes 48 seconds West a distance of 226.74 feet to a curve having a radius of 325.00 feet, the radius point of which bears North 64 degrees 13 minutes 48 seconds West;thence Northeasterly along said curve an arc distance of 10.26 feet to a point which bears South 66 degrees 02 minutes 17 seconds East from said radius point; thence North 66 degrees 02 minutes 17 seconds West a distance of 110.09 feet; thence South 63 degrees 54 minutes 25 seconds West a distance of 115.21 feet; thence South 71 degrees 40 minutes 16 seconds West a distance of 148.74 feet; thence North 12 degrees 33 minutes 53 seconds West a distance of 226.07 feet;thence North 77 degrees 26 minutes 07 seconds East a distance of 22.30 feet; thence North 12 degrees 33 minutes 53 seconds West a distance of 180.00 feet; thence South 77 degrees 26 minutes 07 seconds West a distance of 273.90 feet; thence South 85 degrees 27 minutes 51 seconds West a distance of 118.85 feet;thence North 00 degrees 29 minutes 49 seconds West a distance of 198.74 feet; thence South 89 degrees 37 minutes 46 seconds West a distance of 251.47 feet to the Beginning Point, containing 21.868 acres, more or less. PAGE 2- of 3 PAGEr.' SUPPLEMENTAL DECLARATION OF COVENANTS AND RESTRICTIONS WATERSTONE �; ^ - I p 50 BAYHI L dated as of the 15th day of r SupplementalWATERSTONE to LAND COMPANY , L.P. 'arL 'lndiana Decembbeer,, 1992 , by limited partnership, WITNESSES TEA T: WHEREAS, the following facts are true: A. Declarant is the sole owner of the fee simple title to the real estate located in Hamilton County, Indiana, more particu- larly described in Exhibit A attached hereto and incorporated herein by this reference. B. This Declaration is a Supplemental Declaration as that term is defined in the Declaration of Covenants and Restrictions. C. Declarant intends to subdivide the Parcel into Lots upon each of which a Residence may be constructed. NOW, THEREFORE, Declarant hereby makes this Supplemental Declaration as follows: 1. Definitions. Words, phrases and terms that are defined in the Declaration of Covenants and Restrictions have the same meaning in this Supplemental Declaration except as herein otherwise provided. The following words, phrases and terms, as used in this Supplemental Declaration, unless the context clearly requires otherwise, mean the following: "Declaration of Covenants and Restrictions" means the Declaration of Covenants and Restrictions of Water- stone dated as of December 15, 1992 and recorded in the Office of the Recorder of Hamilton County, Indiana as Instrument Number q2_57.!1_5" , as amended from time to time. "Bavhill" means the name by which the Parcel shall be known. "Lot" means a numerically designated subdivided parcel of land depicted on a Plat. "Owner" means any Person, including Declarant, who at any time owns the fee simple title to a Lot. "Parcel" means that part of the real estate de- scribed in Exhibit A which is subject to the covenants, restrictions, easements, charges and liens imposed by the Declaration of Covenants and Restrictions. "Plat" means the secondary plat of a Section within the Parcel. "Section" means that part of the Parcel which is depicted on a Plat.- "Tract" means the real estate, including the Parcel , that is subject to the covenants, restrictions, eser ction , ease- ments, charges and liens imposed by the Covenants and Restrictions. 2 . Declaration. Declarant hereby declares that, in addition to the covenants, restrictions, easements, charges and liens s imposed by the Declaration of the Covenants and Restrictions, Parcel shall be held, transferred, sold, conveyed and occupied ctions and subject to the on of Covenants and restrictions , easements, charges and subject to the covenants, liens hereinafter set forth. 3 . Land Use. Lots may be used only for residential purposes as provided in the Declaration of Covenants and Restrictions. No portion of any Lot may be sold or subdivided such that there will be thereby a greater number of houses in a Section than the number of original Lots shown on a Plat of such Section. 4 . Construction of Residences. (a) Lot Development Plans. Prior to commencement of any construction on a Lot, a Lot Development Plan shall be submitted to the Architectural Review Board in accordance with the requirements of Paragraph 14 of the Declaration of Covenants and Restrictions. The Architec- tural Review Board may require as part of a Lot Development Plan a report of a subsurface soils investigation of the Lot made by a qualified soils engineer, which report shall include recommendations for the foundations of the proposed Residence. Each Owner shall comply with the terms and provisions of Paragraph 14 of the Declaration of Covenants and Restrictions and the requirements of the Architectural Review Board estab- lished pursuant to the authority granted by the Declaration of Covenants and Restrictions. (b) Size of Residence. Except as otherwise provided herein, no residence may be constructed on any Lot unless such Residence, exclusive of open porches, -2- attached garages and basements, shall have s ground floor aarea of 2 , 000 square feet if a one-story ut u the case 1 , 400 square feet if a higher structu there must heso be in of a building higher than one story, at least 600 square feet inaddition shall tothe beeound less f than loor area and the total floor 2 , 400 square feet. (c) Temporary Structures. No trailer, shack, tent, garage or other outbuilding may be used boat, basement, temporary or permanent, nor tem at any time as a dwelling, P may any structure of a temporary character be used as a dwelling. (d) Building Location and Finished Floor Elevation. No building may be erected between the building line shown on a Plat and the front Lot line, and no structure or part thereof may be built or erected nearer than ten (10) feet to any side Lot line or nearer than twenty (20) feet to any rear Lot line; provided that the aggregate of side yard shall not be less than twenty-five (25) feet. A minimum finished floor elevation, shown on the development plan for each Section, has been established for each Lot and no finished floor elevation with the exception of flood protected basements shall be con- structed lower than said minimum without the written consent of the Architectural Review Board. Demonstration of adequate storm water drainage in conformity with both on-Lot and overall project drainage plans shall be a prime requisite for alternative finished floor eleva- tions. Before construction commences, the finished floor elevation shall be physically checked on the Lot and certified by a licensed professional engineer or a licensed land surveyor. (e) Driveways. All driveways shall be paved and maintained dust free. (f) Yard Lights. If street lights are not in- stalled in the Parcel, then each Owner or his builder shall install and maintain a light in operable condition on his Lot at a location, having a height and of a type, style and manufacture approved by the Architectural Review Board prior to the installation thereof . Each such light fixture shall also have a bulb of a maximum wattage approved by Architectural Review Board to insure uniform illumination on each Lot and shall be equipped with a photo electric cell or similar device to insure automatic illumination from dusk to dawn each day. (g) Storage Tanks. Any gas or oil storage tanks used in connection witha such Lot shall be either buried that they are completely con- cealed in a Residence s from public view. (h) Construction and Landscapin . All construction upon, landscaping of and other improvement to a Lot shall be completed strictly in accordance with the Lot Development Plan approved by the Architectural Review Board. All landscaping specified on the landscaping plan approved by the Architectural Review Board shall be installed on the Lot strictly in a3cccorddance aysf llowith such ch approved plan within thirty (30) substantial completion of the Residence unless the Board agrees to a later landscaping completion date. Unless a delay is caused by strikes, war, court injunction or acts of God, the Owner of any Lot which on the date of purchase from Declarant is not improved with a Residence shall commence construction of a Residence upon the Lot within three (3) years from the date the Owner acquired title thereto and shall complete construction of such Residence within one (1) year f commencement of the buildingfter process,the date nno event the Owner later than four (4) years acquired title to the Lot unless such Lot is adjacent to a Lot upon which the Owner has constructed a Residence in which such Owner permanently resides. If the Owner fails to commence or complete construction of a Residence within the time periods specified herein, or if the Owner should, without Declarant ' s written approval , sell, contract to sell, convey, or otherwise dispose of, or attempt to sell, convey or otherwise dispose of , the Lot before completion of construction of a Residence on the Lot, then, in any of such events, Declarant may: (i) re-enter the lot and divest the Owner of title thereto by tendering to the Owner or to the Clerk of the Circuit Court of Hamilton County the lesser of (i) the same net dollar amount as was received by Declarant from such Owner as consideration for the conveyance by Declarant of the Lot, together with such actual costs, if any, as the Owner may prove to have been incurred in connection with the commencement of construction of a Residence on the Lot and (ii) the then fair market value of the Lot, as determined by averaging two (2) appraisals made by qualified appraisers appointed by the Judge of the Hamilton County Circuit or Superior Court; -4- (ii) obtain injunctive relief to force the Owner to proceed with construction of any Residence, a Lot Dev�hPment Plan for which Architectural Review has been approved bye Board upon application by such Owner; or (iii) pursue other remedies at law or in equity as may be available to Declarant. The failure of the Owner of a Lot to apply for approval of, or receive approval from, the Architectural Review Board of a Lot Development Plan shall not relieve such Owner from his obligation to commence and complete construction of a Residence upon the Lot within the time periods specified herein. For the purposes s subparagraph (h) , construction of a Residence will be deemed "completed" when the exterior of the Residence (including but not limited to the foundation, walls , roof , windows, entry doors, gutters, downspouts, exterior trim, paved driveway and landscaping) has been completed in conformity with the Lot Development Plan. (i) Mailboxes. All mailboxes installed upon Lots shall be uniform and shall be of a type, color and manufacture approved by the Architectural Review Board. Such Such mailboxes shall be installed upon posts approved as to type, size and location by the Architectural Review Board. (j) Septic Systems. No septic tank, absorption field or any other on-site sewage disposal system (other than a lateral main connected to a sanitary sewerage collection system operated by the City of Carmel or a successor public agency or public utility) shall be installed or maintained on any Lot. (k) Water Systems. No private or semi-private water supply system may be located upon any Lot which is not in compliance with regulations or procedures adopted or established by the Indiana State Board of Health, or other civil authority having jurisdiction. To the extent that domestic water service is available from a water line located within 200 feet of the lot line maintained by a public or private utility company, each Owner shall connect to such water line to provide water for domestic use on the Lot and shall pay all connection, availability or other charges lawfully established with respect to connections thereto. Notwithstanding the foregoing, an Owner may establish, maintain and use an irrigation water well on his Lot as long as the well does not adversely affect the normal pool level of any Lake. -5- (1) Drainage. In the event storm water drainagee from any Lot or Lots flows across another Lot, � oaimitsuch shall be made by the Owner of such Lot to pe drainage to continue, without restriction or reduction, across the downstream Lot and into the natural drainage channel or course, although no specific drainage easement for such flow of water is provided on the Plat. To the extent not maintained by the Drainage Board, "Drainage _ Easements" reserved as drainage swales shall be main- tained by the Owner- of the Lot upon which such easements are located such that water from any adjacent Lot shall have adequate drainage along such swale. Lots within the Parcel may be included in a legal drain established by the Drainage Board. In such event, eachLot in Drainthe he Parcel will be subject to assessment by the Board for the costs of maintenance of the portion of the Drainage System and/or the Lakes included in such legal drain, which assessment will be a lien against the Lot. The elevation of a Lot shall not be changed so as to affect materially the surface elevation or grade of surrounding Lots. Perimeter foundation drains, sump pump drains and downspouts shall not be outletted into streets or street rights-of-way. These drains shall be connected whenever feasible into a subsurface drainage tile. Each Owner shall maintain the subsurface drains and tiles located on his Lot and shall be liable for the cost of all repairs thereto or replacements thereof . 5. Maintenance of Lots. (a) Vehicle Parking. No camper, motor home, truck, trailer, boat or disabled vehicle may be parked or stored overnight or longer on any Lot in open public view. (b) Signs. Except for such signs as Declarant may in its absolute discretion display in connection with the development of Waterstone or the Parcel and the sale of Lots therein and such signs as may be located on the Community Area, no sign of any kind shall be displayed to the public view on any Lot except that one sign of not more than four (4) square feet may be displayed at any time for the purpose of advertising the property for sale or for rent, or may be displayed by a builder to advertise the property during construction and sale. (c) Fencing. No fence, wall, hedge or shrub planting higher than eighteen (18) inches shall be permitted between the front property line and the front building set-back line except where such planting is located on a Landscape Easement or is part of Residence landscaping and the prime root thereof is within four (4) -6- feet of the Residence. Trees shall not be deemed "shrubs" unless planted in such a manner as to constitute a "hedge" . No chain link fence shall be erected upon a Lot if it would be visible from a street. No fence shall be erected or maintained on or within any Landscape Easement except such as may be installed by Declarant and subsequently replaced by the Corporation in such manner as to preserve the uniformity of such fence. In no event may any fence be erected or maintained on any Lot without the prior approval of the Architectural Review Board, which may establish design standards for fences and further restrictions with respect to fencing, including limitations on (or prohibition of) the installation of fences in the rear yard of a Lot and along the bank of any Lake. All fences shall be kept in good repair. No fence, wall, hedge or shrub planting which obstructs sight lines at elevations between two (2) and six (6) feet above the street 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 points 25 feet from the intersection of said street lines, or in the case of a street line with the edge of a driveway pavement or alley line. No tree shall be permitted to remain within such distances of such intersections unless the foliage line is maintained at sufficient height to prevent obstruction of such sight lines. (d) Vegetation. An Owner shall not permit the growth of weeds and volunteer trees and bushes on his Lot, and shall keep his Lot reasonably clear from such unsightly growth at all times. If an Owner fails to comply with this Restriction, the Board of Directors shall cause the weeds to be cut and the Lot cleared of such growth at the expense of the Owner thereof and the Corporation shall have a lien against the cleared Lot for the expense thereof. (e) Nuisances. No noxious or offensive activity shall be carried on upon any Lot nor shall anything be done thereon which may be, or may become, an annoyance or nuisance to the neighborhood. Barking dogs shall constitute a nuisance. (f) Garbage and Refuse Disposal. No Lot shall be used or maintained as a dumping ground for trash. Rubbish, garbage or other waste shall be kept in sanitary containers out of public view. All equipment for storage or disposal of such materials shall be kept clean and sanitary. -7- (g) Livestock and Poultry. No animals , livestock or poultry of any kind shall be raised, bred or kept on any Lot, except that dogs, cats or other household pets may be kept provided that they are not kept, bred or maintained for any commercial purpose. The owners of such permitted pets shall confine them to their respective Lots such that they will not be a nuisance. Owners of dogs shall so control or confine them so as to avoid barking which will annoy or disturb adjoining Owners. (h) Outside Burning. No trash, leaves, or other materials shall be burned upon a Lot if smoke therefrom would blow upon any other Lot and, then, only in acceptable incinerators and in compliance with all applicable legal requirements. (i) Antennas and Receivers. No satellite receiver, down-link or exterior antenna shall be permitted on any Lot without the prior written consent of the Architectur- al Review Board. Unless consent thereto is granted by a majority of the Owners, the Architectural Review Board shall not give its consent to the installation of any exterior television antenna if television reception is available from underground cable connections serving the Lot, nor shall it give its consent to the installation of any other exterior antenna unless all Owners of Lots within 200 feet of the Lot upon which the proposed antenna would be erected consent in writing to the installation thereof. No satellite receiver or down-link approved by the Architectural Review Board shall be located on a Lot in such a manner as to be visible at ground level from a public way or from any other Lot. (j ) Exterior Lights. Except for Path Lights, no exterior lights shall be erected or maintained between the building line and rear lot line so as to shine or reflect directly upon another Lot. (k) Electric Bug Killers. Electric bug killers, "zappers" and other similar devices shall not be in- stalled at a location or locations which will result in the operation thereof becoming a nuisance or annoyance to other Owners and shall only be operated when outside activities require the use thereof and not continuously. 6. General Community Rules. Each Lot shall be subject to the guidelines, rules, regulations and procedures adopted by the Architectural Review Board pursuant to Paragraph 16 (a) ( iii) of the Declaration of Covenants and Restrictions, and each Owner of a Lot shall at all times comply therewith. -8- 7 . Assessments. The Board of Directors may make Assessments to cover any costs incurred in enforcing these covenants or in undertaking any maintenance or other activity that is the responsibility of the Owner of a Lot hereunder but which such AschsOwner er has not undertaken as required hereunder. Any shall be assessed only against those Owners whose failure to comply with the requirements of these covenants necessitated the action to enforce these covenants or the undertaking of the maintenance or other activity. _ 8 . Enforcement. The right to enforce each of the foregoing Restrictions by injunction, together with the right to cause the removal by due process of law of structures erected or maintained in violation thereof , is reserved to Declarant, the Corporation, the Architectural Review Board, the Owners of the Lots in the Parcel, their heirs and assigns, and to the Zoning Authority, their successors and assigns, who are entitled to such relief without being required to show any damage of any kind to Declarant, the Corporation, the Architectural Review Board, any Owner or Owners, or such Zoning Authority by or through any such violation or attempted violation. Under no circumstances shall Declarant, the Corporation or the Architectural Review Board be liable for damages of any kind to any Person for failure to abide by, enforce or carry out any provision or provisions of this Supplemental Declaration. There shall be no rights of reversion or forfeiture of title resulting from any violations. 9. Severability. Invalidation of any of these covenants and restrictions or any part thereof by judgment or court order shall not affect or render the remainder of said covenants and restric- tions invalid or inoperative. 10. Non-Liability of Declarant. Declarant shall have no duties, obligations or liabilities hereunder except such as are expressly assumed by Declarant, and no duty of, or warranty by, Declarant shall be implied by or inferred from any term or provision of this Supplemental Declaration. 11. General Provisions. This Supplemental Declaration may be amended at any time in the manner provided in Paragraph 23 of the Declaration of Covenants and Restrictions except that no amendment adopted pursuant to Paragraph 23 (a) of the Declaration of Covenants and Restrictions shall be effective as against a Mortgagee who subsequently acquires title to a Lot unless approved by at least two-thirds (2/3) of the Mortgagees who hold first mortgages on the Lots in the Parcel (based on one vote for each first mortgage owned) or at least two-thirds (2/3) of the Owners of the Lots in the Parcel (excluding Declarant) . Except as the same may be amended from time to time, the foregoing restrictions will be in full force and effect until -9- January 1 , 2023 , at which time they will be automatically extended for successive periods of ten (10) years, unless by a vote of the majority of the then Owners of Lots in the Parcel it is agreed that these Restrictions shall terminate in whole or in part. IN WITNESS WHEREOF, this Supplemental Declaration has been executed as of the date first above written. WATERSTONE LAND COMPANY, L.P. By Genz/ga P. Sweet Genlral Manager STATE OF INDIANA SS: COUNTY OF MARION Before me, a Notary Public in and fora said County and State, personally appeared George P. Sweet, the of Waterstone Land Company, L.P. , an Indiana limited partnership,Declaration who acknowledged execution of the foregoing Supplemental of Covenants and Restrictions for and on behalf of said partnership. WITNESS my hand and Notarial Seal this , .2 day of December, 1992 . • LJ Notary Public Residing in tizr,eLz—,..4... County My Commission Expires: >-n y Y_5- This instrument prepared by Tom Charles Huston, Attorney at Law, 1313 Merchants Bank Bldg. , 11 S. Meridian St. , Indianapolis, Indiana 46204 . TCH00686 -10- EXHIBIT A Land Description - Bayhill Part of Section 33, Township 18 North, Range 4 East in Hamilton County, Indiana, being described as follows: of Beginning at the northwest corner of said Section 33; thence on an the assumednorthwbea ng artof South 00 degrees 18 minutes 32 seconds East along the west line of said Section 33 a distance of 2640.00 feet to 8ilroadspikeun�tess5l s�econdsst orner of East a said northwest quarter section; thence North degrees distance of 374.23 feet to a 1" iron pipe; thence North 04 degrees 37 minutes 40 seconds EFaast a dastance of 78.63 feet; thence North istance of 124.62 feet; thence North 64 degrees 55 minutes 31 sewn 40 degrees 00 minutes 00 seconds s� 00 seconds East aast a distance of Odlstance of 70.19 feet; thence North 00 degrees 00 minutes thence North 26 degrees 23 minutes 08 seconds West a distance of 151.59 feet; thence North 00 degrees 00 minutes 00 seconds East a distance of 10330 feet; thence North 12 degrees 00 minutes 00 seconds East a distance of 116.26 feet; thence North 67 degrees 00 minutes 00 seconds East a distance of 46.34 feet; thence North 07 degrees 14 minutes 11 seconds East a distance of 156.02 feet; thence North 12 degrees 00 minutes 00 seconds East a distance of 121.71 feet; thence North 23 degrees 55 minutes 38 seconds East a distance of 175.63 feet; thence North 43 degrees 23 minutes 59 seconds East a distance of 183.81 feet; thence North 76 degrees 12 minutes 08 seconds East a distance of 187.95 feet; thence South 72 degrees 14 minutes 38 seconds East a distance of 365.62 feet; thence South 30 degrees 40 minutes 02 seconds East a distance of 199.40 feet; thence South 06 degrees 30 minutes 54 seconds East a distance of 135.17 feet; thence South 00 degrees 00 minutes 00 seconds ds Eastea distance of 255.8 feet; distance of 784.83 feet; thence South 47 degrees 00 minutes thence South 00 degrees 00 minutes 00 seconds East a distance of 387.00 feet; thence South 25 degrees 00 minutes 00 seconds East a distance of 1832 feet; thence North 72 degrees 00 minutes 00 seconds East a distance of 13131 feet; thence North 80 degrees 00 minutes 00 seconds East a distance of 194.24 feet; thence South 38 degrees 00 minutes 00 seconds East a distance of 139.82 feet; thence North 77 degrees 31 minutes 41 seconds East a distance of 203.58 feet; thence North 00 degrees 00 minutes 00 seconds East a distance of 244.85 feet; thence North 90 degrees 00 minutes 00 seconds East a distance of 809.26 feet; thence North 12 degrees 00 minutes 00 seconds West a distance of 144.15 feet to the point of curvature of a curve having a radius of 575.00n��►�y aaong saidius tof which curve an bears distance 78 degrees 00 minutes 00 seconds East; thences 00 minutes 00 seconds West from of 160.57 feet to a point which bears North 86 degree said radius point; thence North 04 degrees 00 minutes 00s seconds 375 00 feet, the radius point of tance of 155.23 feet to the point of curvature of a curve having a which bears North 86 degrees 00 minutes 00 seconds West; thence northerly along said curve an arc distance of 85.08 feet to a point which bears North 81 degrees 00 minutes 00 seconds East from said radius point; thence North 09 degrees 00 minutes 00 seconds West a distance of 99.88 feet to point of curvature of a curve having a radius of 275.00 feet, the radius point of which bears South 81 degrees 00 minutes 00 seconds West; thence northwesterly along said curve an arc distance of 104.56 feet epoint Northh 5bears d green North 59 degrees 12 minutes 57 seconds East from said radiuspoint; thence 00 minutes 00 seconds East a distance of 17.27 feet to the point iNorth 36 degrees 00 minutes 00of curvature of a curve g a radius of 275.00 feet, the radius point of whichbears seconds West; thence northeasterly along said curve an arc distance of 259.18 feet to a point which bears North 90 degrees 00 minutes 00 seconds East from said radius point; thence North 00 degrees 00 minutes 00 seconds East a distancef 0ftof to a 60.00poinfee; thence ce North feet 90 degrees 00 minutes 00 seconds Eastdistance section; thence North 00 degrees 18 east of the east line of the northwest quarter minutes 27 seconds West parallel with said east line a distance of 811.50 feet; thence South 89 degrees 39 minutes 53 seconds West parallel stent 18.00 feet with the north west of the east ine of said ne of st quarter section a distance of 30.60 feet to a point 18 minutes 27 seconds said northwest quarter section; thence North 00 degreess 42 Westminutes parallel with said east line a distance of 583.87 feet; thence South 83 degree 56 seconds West a distance of 296.66 feet to a 5/8" rebar, thence North 00 degrees 20 minutes 04 seconds West a distance of 241.91 feet; thence North 00 degrees 18 minutes 27 seconds West parallel with the east line of said sectionst quarter distant distancetion a 116 feet 295.16 feet to a point on the north line of said northwest quarter west of the northeast corner of said northwest quarter section; thence South 89 degrees 39 minutes 53 seconds West along said north line a distance of 2334.42 feet to the Point of Beginning. Containing 144.034 acres, more or less. q 25 2,GE SUPPLEMENTAL DECLARATION OF c..� COVENANTS AND RESTRICTIONS - WATERSTONE STONEWICR c.n c This Supplemental Declaration, dated as of the 15th day of December, 1992 , by WATERSTONE LAND COMPANY, L.P. , an Indiana limited partnership, WITNESSES THAT: WHEREAS, the following facts are true: A. Declarant is the sole owner of the fee simple title to the real estate located in Hamilton County, Indiana, more particu- larly described in Exhibit A attached hereto and incorporated herein by this reference. B. This Declaration is a Supplemental Declaration as that term is defined in the Declaration of Covenants and Restrictions. C. Declarant intends to subdivide the Parcel into Lots upon each of which a Residence may be constructed. NOW, THEREFORE, Declarant hereby makes this Supplemental "- Declaration as follows: 1. Definitions. Words, phrases and terms that are defined in the Declaration of Covenants and Restrictions have the same meaning in this Supplemental Declaration except as herein otherwise provided. The following words, phrases and terms, as used in this Supplemental Declaration, unless the context clearly requires otherwise, mean the following: "Declaration of Covenants and Restrictions" means the Declaration of Covenants and Restrictions of Water- stone dated as of December 15, 1992 and recorded in the Office of the Recorder of Hamilton County, Indiana as Instrument Number 4 2 57_CSR' , as amended from time to time. ";,ot" means a numerically designated subdivided parcel of land depicted on a Plat. "Owner" means any Person, including Declarant, who at any time owns the fee simple title to a Lot. "Parcel" means that part of the real estate de- scribed in Exhibit A which is subject to the covenants , restrictions, easements, charges and liens imposed by the Declaration of Covenants and Restrictions. "Plat" means the secondary plat of a Section within the Parcel. "Section" means that part of the Parcel which is depicted on a Plat. "Stonewick" means the name by which the Parcel shall be known. "Tract" means the real estate, including the Parcel , that is subject to the covenants, restrictions , ease- ments, charges and liens imposed by the Declaration of Covenants and Restrictions. 2 . Declaration. Declarant hereby declares that, in addition to the covenants, restrictions, easements, charges and liens imposed by the Declaration of Covenants and Restrictions, the Parcel shall be held, transferred, sold, conveyed and occupied subject to the Declaration of Covenants and Restrictions and subject to the covenants, restrictions, easements , charges and liens hereinafter set forth. 3 . J.,and Use. Lots may be used only for residential purposes as provided in the Declaration of Covenants and Restrictions. No portion of any Lot may be sold or subdivided such that there will be thereby a greater number of houses in a Section than the number of original Lots shown on a Plat of such Section. 4 . Construction of Residences. (a) Lot Development Plans. Prior to commencement of any construction on a Lot, a Lot Development Plan shall be submitted to the Architectural Review Board in accordance with the requirements of Paragraph 14 of the Declaration of Covenants and Restrictions. The Architec- tural Review Board may require as part of a Lot Development Plan a report of a subsurface soils investigation of the Lot made by a qualified soils engineer, which report shall include recommendations for the foundations of the proposed Residence. Each Owner shall comply with the terms and provisions of Paragraph 14 of the Declaration of Covenants and Restrictions and the requirements of the Architectural Review Board estab- lished pursuant to the authority granted by the Declaration of Covenants and Restrictions. (b) Size of Residence. Except as otherwise provided herein, no residence may be constructed on any Lot unless such Residence, exclusive of open porches, attached garages and basements, shall have a ground floor area of 1, 600 square feet if a one-story structure, or -2- 1 , 200 square feet if a higher structure, but in the case of a building higher than one story, there must also be at least 400 square feet in addition to the ground floor area and the total floor area shall not be less than 1, 800 square feet. (c) Temporary Structures. No trailer, shack, tent, boat, basement, garage or other outbuilding may be used at any time as a dwelling, temporary or permanent, nor may any structure of a temporary character be used as a dwelling. (d) Building Location and Finished Floor Elevation. No building may be erected between the building line shown on a Plat and the front Lot line, and no structure or part thereof may be built or erected nearer than five (5) feet to any side Lot line or nearer than twenty (20) to any rear Lot line; provided that the aggregate of side yard shall not be less than fifteen (15) feet. A minimum finished floor elevation, shown on the development plan for each Section, has been established for each Lot and no finished floor elevation with the exception of flood protected basements shall be constructed lower than said minimum without the written consent of the Architectural Review Board. Demonstration of adequate storm water drainage in conformity with both on-Lot and overall project drainage plans shall be a prime requisite for alternative finished floor elevations. Before construction commences, the finished floor elevation shall be physically checked on the Lot and certified by a licensed professional engineer or a licensed land surveyor. (e) Driveways. All driveways shall be paved and maintained dust free. (f) Yard Lights. If street lights are not in- stalled in the Parcel, then each Owner or his builder shall install and maintain a light in operable condition on his Lot at a location, having a height and of a type, style and manufacture approved by the Architectural Review Board prior to the installation thereof. Each such light fixture shall also have a bulb of a maximum wattage approved by Architectural Review Board to insure uniform illumination on each Lot and shall be equipped with a photo electric cell or similar device to insure automatic illumination from dusk to dawn each day. (g) Storage Tanks. Any gas or oil storage tanks used in connection with a Lot shall be either buried or -3- Residence, a Lot Development Plan for which has been approved by the Architectural Review Board upon application by such Owner; or (iii) pursue other remedies at law or in equity as may be available to Declarant. The failure of the Owner of a Lot to apply for approval of , or receive approval from, the Architectural Review Board of a Lot Development Plan shall not relieve such Owner from his obligation to commence and complete construction of a Residence upon the Lot within the time periods specified herein. For the purposes of this subparagraph (h) , construction of a Residence will be deemed "completed" when the exterior of the Residence (including but not limited to the foundation, walls, roof, windows, entry doors, gutters, downspouts, exterior trim, paved driveway and landscaping) has been completed in conformity with the Lot Development Plan. (i) Mailboxes. All mailboxes installed upon Lots shall be uniform and shall be of a type, color and manufacture approved by the Architectural Review Board. Such mailboxes shall be installed upon posts approved as to type, size and location by the Architectural Review Board. (j ) Septic Systems. No septic tank, absorption field or any other on-site sewage disposal system (other than a lateral main connected to a sanitary sewerage collection system operated by the City of Carmel or a successor public agency or public utility) shall be installed or maintained on any Lot. (k) Water Systems. No private or semi-private water supply system may be located upon any Lot which is not in compliance with regulations or procedures adopted or established by the Indiana State Board of Health, or other civil authority having jurisdiction. To the extent that domestic water service is available from a water line located within 200 feet of the lot line maintained by a public or private utility company, each Owner shall connect to such water line to provide water for domestic use on the Lot and shall pay all connection, availability or other charges lawfully established with respect to connections thereto. Notwithstanding the foregoing, an Owner may establish, maintain and use an irrigation water well on his Lot as long as the well does not adversely affect the normal pool level of any Lake. -5- (1) Drainage. In the event storm water drainage from any Lot or Lots flows across another Lot, provision shall be made by the Owner of such Lot to permit such drainage to continue, without restriction or reduction, across the downstream Lot and into the natural drainage channel or course, although no specific drainage easement for such flow of water is provided on the Plat. To the extent not maintained by the Drainage Board, "Drainage Easements" reserved as drainage swales shall be main- tained by the Owner of the Lot upon which such easements are located such that water from any adjacent Lot shall have adequate drainage along such swale. Lots within the Parcel may be included in a legal drain established by the Drainage Board. In such event, each Lot in the Parcel will be subject to assessment by the Drainage Board for the costs of maintenance of the portion of the Drainage System and/or the Lakes included in such legal drain, which assessment will be a lien against the Lot. The elevation of a Lot shall not be changed so as to affect materially the surface elevation or grade of surrounding Lots. Perimeter foundation drains, sump pump drains and downspouts shall not be outletted into streets or street rights-of-way. These drains shall be connected whenever feasible into a subsurface drainage tile. Each Owner shall maintain the subsurface drains and tiles located on his Lot and shall be liable for the cost of all repairs thereto or replacements thereof. 5. Maintenance of Lots. (a) Vehicle Parking. No camper, motor home, truck, trailer, boat or disabled vehicle may be parked or stored overnight or longer on any Lot in open public view. (b) Signs. Except for such signs as Declarant may in its absolute discretion display in connection with the development of Waterstone or the Parcel and the sale of Lots therein and such signs as may be located on the Community Area, no sign of any kind shall be displayed to the public view on any Lot except that one sign of not more than four (4) square feet may be displayed at any time for the purpose of advertising the property for sale or for rent, or may be displayed by a builder to advertise the property during construction and sale. (c) Fencing. No fence, wall, hedge or shrub planting higher than eighteen (18) inches shall be permitted between the front property line and the front building set-back line except where such planting is located on a Landscape Easement or is part of Residence landscaping and the prime root thereof is within four (4) feet of the Residence. Trees shall not be deemed • "shrubs" unless planted in such a manner as to constitute a "hedge" . No chain link fence shall be erected upon a Lot. No fence shall be erected or maintained on or within any Landscape Easement except such as may be installed by Declarant and subsequently replaced by the Corporation in such manner as to preserve the uniformity of such fence. In no event may any fence be erected or maintained on any Lot without the prior approval of the Architectural Review Board, which may establish design standards for fences and further restrictions with respect to fencing, including limitations on (or prohibition of) the installation of fences in the rear yard of a Lot and along the bank of any Lake. All fences shall be kept in good repair. No fence, wall, hedge or shrub planting which obstructs sight lines at elevations between two (2) and six (6) feet above the street 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 points 25 feet from the intersection of said street lines, or in the case of a street line with the edge of a driveway pavement or alley line. No tree shall be permitted to remain within such distances of such intersections unless the foliage line is maintained at sufficient height to prevent obstruction of such sight lines. (d) Vegetation. An Owner shall not permit the growth of weeds and volunteer trees and bushes on his Lot, and shall keep his Lot reasonably clear from such unsightly growth at all times. If an Owner fails to comply with this Restriction, the Board of Directors shall cause the weeds to be cut and the Lot cleared of such growth at the expense of the Owner thereof and the Corporation shall have a lien against the cleared Lot for the expense thereof. (e) Nuisances. No noxious or offensive activity shall be carried on upon any Lot nor shall anything be done thereon which may be, or may become, an annoyance or nuisance to the neighborhood. Barking dogs shall constitute a nuisance. (f) Garbaae and Refuse Disposal . No Lot shall be used or maintained as a dumping ground for trash. Rubbish, garbage or other waste shall be kept in sanitary containers out of public view. All equipment for storage or disposal of such materials shall be kept clean and sanitary. -7- (g) Livestock and Poultry. No animals, livestock or poultry of any kind shall be raised, bred or kept on any Lot, except that dogs, cats or other household pets may be kept provided that they are not kept, bred or maintained for any commercial purpose. The owners of such permitted pets shall confine them to their respective Lots such that they will not be a nuisance. Owners of dogs shall so control or confine them so as to avoid barking which will annoy or disturb adjoining Owners. (h) Outside Burning. No trash, leaves , or other materials shall be burned upon a Lot if smoke therefrom would blow upon any other Lot and, then, only in acceptable incinerators and in compliance with all applicable legal requirements. (i) Antennas and Receivers. No satellite receiver, down-link or exterior antenna shall be permitted on any Lot without the prior written consent of the Architectur- al Review Board. Unless consent thereto is granted by a majority of the Owners, the Architectural Review Board shall not give its consent to the installation of any exterior television antenna if television reception is available from underground cable connections serving the Lot, nor shall it give its consent to the installation of any other exterior antenna unless all Owners of Lots within 200 feet of the Lot upon which the proposed antenna would be erected consent in writing to the installation thereof. No satellite receiver or down-link approved by the Architectural Review Board shall be located on a Lot in such a manner as to be visible at ground level from a public way or from any other Lot. (j ) Exterior Lights. Except for Path Lights, no exterior lights shall be erected or maintained between the building line and rear lot line so as to shine or reflect directly upon another Lot. (k) Electric Bug Killers. Electric bug killers, "zappers" and other similar devices shall not be in- stalled at a location or locations which will result in the operation thereof becoming a nuisance or annoyance to other Owners and shall only be operated when outside activities require the use thereof and not continuously. 6. General Community Rules. Each Lot shall be subject to the guidelines, rules, regulations and procedures adopted by the Architectural Review Board pursuant to Paragraph 16 (a) ( iii) of the Declaration of Covenants and Restrictions, and each Owner of a Lot shall at all times comply therewith. -8- 7 . Assessments. The Board of Directors may make Assessments to cover any costs incurred in enforcing these covenants or in undertaking any maintenance or other activity that is the responsibility of the Owner of a Lot hereunder but which such Owner has not undertaken as required hereunder. Any such Assessment shall be assessed only against those Owners whose failure to comply wth the hese ements of covenants orese covenants the undertakingeofltheed the action to maintenance or enforce these other activity. 8 . Enforcement. The right to enforce each of the foregoing Restrictions by injunction, together with the right to cause the removal by due process of law of structures erected or maintained in violation thereof , is reserved to Declarant, the Corporation, the Architectural Review Board, the Owners of the Lots in the Parcel, their heirs and assigns, and to the Zoning Authority, their successors and assigns, who are entitled to such relief without being required to show any damage of any kind to Declarant, the Corporation, the Architectural Review Board, any Owner or Owners, or such Zoning Authority by or through any such violation or attempted violation. Under no circumstances shall Declarant, the Corporation or the Architectural Review Board be liable for damages of any kind to any Person for failure to abide by, enforce or carry out any provision or provisions of this Supplemental Declaration. There shall be no rights of reversion or forfeiture of title resulting from any violations. 9 . Severability. Invalidation of any of these covenants and restrictions or any part thereof by judgment or court order shall not affect or render the remainder of said covenants and restric- tions invalid or inoperative. 10. Non-Liability of Declarant. Declarant shall have no duties, obligations or liabilities hereunder except such as are expressly assumed by Declarant, and no duty of , or warranty by, Declarant shall be implied by or inferred from any term or provision of this Supplemental Declaration. 11. General Provisions. This Supplemental Declaration may be amended at any time in the manner provided in Paragraph 23 of the Declaration of Covenants and Restrictions except that no amendment adopted pursuant to Paragraph 23 (a) of the Declaration of Covenants and Restrictions shall be effective as against a Mortgagee who subsequently acquires title to a Lot unless approved by at least two-thirds (2/3) of the Mortgagees who hold first mortgages on the Lots in the Parcel (based on one vote for each first mortgage owned) or at least two-thirds (2/3) of the Owners of the Lots in the Parcel (excluding Declarant) . Except as the same may be amended from time to time , the foregoing restrictions will be in full force and effect until -9- January 1, 2023 , at which time they will be automatically extended for successive periods of ten (10) years, unless by a vote of the majority of the then Owners of Lots in the Parcel it is agreed that these Restrictions shall terminate in whole or in part. IN WITNESS WHEREOF, this Supplemental Declaration has been executed as of the date first above written. WATERSTONE LAND COMPANY, L.P. 44tU lit Geo By a P. Sweet Gen al Manager STATE OF INDIANA SS: COUNTY OF MARION Before me, a Notary Public in and for said County and State, personally appeared George P. Sweet, the General Manager of Waterstone Land Company, L.P. , an Indiana limited partnership, who acknowledged execution of the foregoing Supplemental Declaration of Covenants and Restrictions for and on behalf of said partnership. WITNESS my hand and Notarial Seal this 'd day of 1992 . \ ,, NotarylPublic Residing in County My Commission Expires: This instrument prepared by Tom Charles Huston, Attorney at Law, 1313 Merchants Bank Bldg. , 11 S. Meridian St. , Indianapolis, Indiana - 46204 . TCH00698 -10- EXHIBIT A Land Description - Stonewick Part of the Southwest Quarter of Section 33,Township 18 North, Range 4 East in Hamilton __ County, Indiana, being more particularly described as follows: Beginning at the Southeast Corner of said Southwest Quarter Section; thence North 00 degrees 26 minutes 39 seconds West (assumed thence South 68 degreesline l2 minutes southwest quarter section a distance of 2233.13 feet; a radiuss of minutes 19 seconds West a distance of 18.43 feet to a point s 46 minutes having West; thence 175.00 feet, the radius point of which bears South 83 degree northerly along said curve an arc distance of 17.64 feet to a point which bears North 78 degrees 00 minutes 00 seconds East from said radius point; thence North U1220 minutes 00 s 00 minutes 00 seconds West a distanfeet; of 105.57 thence South 00 degrees minus 00 seconds East seconds West a distance of 809.26 f t; a distance of 244.85 feet; thence South 77 degrees 300�ceondsnutes 41 Wesa distance of distanceonds West a 124654 of 203.58 feet; thence South 20 degrees feet; thence South 88 degrees 00 minutes 00 seconds West a distance of 126.86 feet; thence South 66 degrees 00 minutes 00 seconds West a distance of 134.78 feet; thence South 00 degrees 00 minutes 00 seconds East a distance of 370.76 feet; thence South00 degrees0 minutes 00 seconds East a distance of 774.63 feet; thence South 00 degrees seconds East a distance of 200.00 feet to the south line of said quarter section; thence North 89 degrees 32 minutes 05 seconds East along said south line a distance of 1015.59 feet to the Point of Beginning. Containing 69.792 acres, more or less. i 1 1 I I I 100 -I 2,52 D SUPPLEMENTAL DECLARATION OF ^_� COVENANTS AND RESTRICTIONS WATERSTONE La - WINDPOINTE o — cn This Supplemental Declaration, dated as of the 15t1F day of December, 1992 , by WATERSTONE LAND COMPANY, L.P. , an Indiana limited partnership, WITNESSES THAT: WHEREAS, the following facts are true: A. Declarant is the sole owner of the fee simple title to the real estate located in Hamilton County, Indiana, more particu- larly described in Exhibit A attached hereto and incorporated herein by this reference. B. This Declaration is a Supplemental Declaration as that term is defined in the Declaration of Covenants and Restrictions. a C. Declarant intends to subdivide the Parcel into Lots upon each of which a Residence may be constructed. NOW, THEREFORE, Declarant hereby makes this Supplemental Declaration as follows: 1. Definitions. Words, phrases and terms that are defined in the Declaration of Covenants and Restrictions have the same meaning in this Supplemental Declaration except as herein otherwise 11 provided. The following words, phrases and terms, as used in this Supplemental Declaration, unless the context clearly requires otherwise, mean the following: "Declaration of Covenants and Restrictions" means the Declaration of Covenants and Restrictions of Water- stone dated as of December 15, 1992 and recorded in the Office of the Recorder of Hamilton County, Indiana as Instrument Number Q Z.52657 , as amended from time to time. "Lot" means a numerically designated subdivided parcel of land depicted on a Plat. r "Owner" means any Person, including Declarant, who at any time owns the fee simple title to a Lot. "Parcel" means that part of the real estate de- scribed in Exhibit A which is subject to the covenants, restrictions, easements, charges and liens imposed by the Pt Declaration of Covenants and Restrictions. "Plat" means the secondary plat of a Section within the Parcel. "Section" means that part of the Parcel which is depicted on a Plat. "Tract" means the real estate, including the Parcel , that is subject to the covenants, restrictions , ease- ments, charges and liens imposed by the Declaration of Covenants and Restrictions. "Windpointe" means the name by which the Parcel shall be known. 2. Declaration. Declarant hereby declares that, in addition to the covenants, restrictions, easements, charges and liens imposed by the Declaration of Covenants and Restrictions, the Parcel shall be held, transferred, sold, conveyed and occupied subject to the covenants, restrictions, easements, charges and liens hereinafter set forth. 3 . Land Use. Lots may be used only for residential purposes as provided in the Declaration of Covenants and Restrictions. No portion of any Lot may be sold or subdivided such that there will be thereby a greater number of houses in a Section than the number of original Lots shown on a Plat of such Section. 4 . Construction of Residences. (a) j,ot Development Plans. Prior to commencement of any construction on a Lot, a Lot Development Plan shall be submitted to the Architectural Review Board in 11 accordance with the requirements of Paragraph 14 of the Declaration of Covenants and Restrictions. The Architec- tural Review Board may require as part of a Lot Development Plan a report of a subsurface soils investigation of the Lot made by a qualified soils engineer, which report shall include recommendations for the foundations of the proposed Residence. Each Owner Ir. shall comply with the terms and provisions of Paragraph 14 of the Declaration of Covenants and Restrictions and the requirements of the Architectural Review Board estab- lished pursuant to the authority granted by the Declaration of Covenants and Restrictions. (b) Size of Residence. Except as otherwise Pt provided herein, no residence may be constructed on any Lot unless such Residence, exclusive of open porches, attached garages and basements, shall have a ground floor area of 2 , 500 square feet if a one-story structure, or 1, 600 square feet if a higher structure, but in the case of a building higher than one story, there must also be sk -2- 11 at least 800 square feet in addition to the ground floor area and the total floor area shall not be less than 3 , 000 square feet. (c) Temporary Structures. No trailer, shack, tent, boat, basement, garage or other outbuilding may be used at any time as a dwelling, temporary or permanent, nor may any structure of a temporary character be used as a dwelling. (d) Building Location and Finished Floor Elevation. No building may be erected between the building line shown on a Plat and the front Lot line, and no structure or part thereof may be built or erected nearer than ten (10) feet to any side Lot line or nearer than twenty (20) to any rear Lot line; provided that the aggregate of side yard shall not be less than thirty (30) feet. A minimum finished floor elevation, shown on the development plan for each Section, has been established for each Lot and no finished floor elevation with the exception of flood protected basements shall be constructed lower than said minimum without the written consent of the Architectural Review Board. Demonstration of adequate storm water drainage in conformity with both on-Lot and overall project drainage plans shall be a prime requisite for alternative finished floor elevations. Before construction commences, the finished floor elevation shall be physically checked on the Lot and certified by a licensed professional engineer or a licensed land surveyor. (e) Driveways. All driveways shall be paved and maintained dust free. (f) Yard Liahts. If street lights are not in- stalled in the Parcel, then each Owner or his builder shall install and maintain a light in operable condition on his Lot at a location, having a height and of a type, style and manufacture approved by the Architectural Review Board prior to the installation thereof. Each such light fixture shall also have a bulb of a maximum wattage approved by Architectural Review Board to insure uniform illumination on each Lot and shall be equipped with a photo electric cell or similar device to insure automatic illumination from dusk to dawn each day. (g) Storage Tanks. Any gas or oil storage tanks used in connection with a Lot shall be either buried or located in a Residence such that they are completely con- cealed from public view. -3- (h) Construction and Landscaninq. All construction upon, landscaping of and other improvement to a Lot shall be completed strictly in accordance with the Lot Development Plan approved by the Architectural Review Board. All landscaping specified on the landscaping plan approved by the Architectural Review Board shall be installed on the Lot strictly in accordance with such approved plan within thirty (30) days following substantial completion of the Residence unless the Board agrees to a later landscaping completion date. Unless a delay is caused by strikes, war, court injunction or acts of God, the Owner of any Lot which on the date of purchase from Declarant is not improved with a Residence shall commence construction of a Residence upon the Lot within three (3) years from the date the Owner acquired title thereto and shall complete construction of such Residence within one (1) year after the date of commencement of the building process , but in no event later than four (4) years after the date the Owner acquired title to the Lot unless such Lot is adjacent to a Lot upon which the Owner has constructed a Residence in which such Owner permanently resides. If the Owner fails to commence or complete construction of a Residence within the time periods specified herein, or if the Owner should, without Declarant' s written approval, sell , contract to sell, convey, or otherwise dispose of, or attempt to sell, convey or otherwise dispose of , the Lot before completion of construction of a Residence on the Lot, then, in any of such events, Declarant may: (i) re-enter the lot and divest the Owner of title thereto by tendering to the Owner or to the Clerk of the Circuit Court of Hamilton County the lesser of (i) the same net dollar amount as was received by Declarant from such Owner as consideration for the conveyance by Declarant of the Lot, together with such actual costs, if any, as the Owner may prove to have been incurred in connection with the commencement of construction of a Residence on the Lot and (ii) the then fair market value of the Lot, as determined by averaging two (2) appraisals made by qualified appraisers appointed by the Judge of the Hamilton County Circuit or Superior Court; (ii) obtain injunctive relief to force the Owner to proceed with construction of any Residence, a Lot Development Plan for which has been approved by the Architectural Review Board upon application by such Owner; or -4- (iii) pursue other remedies at law or in equity as may be available to Declarant. The failure of the Owner of a Lot to apply for approval of, or receive approval from, the Architectural Review Board of a Lot Development Plan shall not relieve such Owner from his obligation to commence and complete construction of a Residence upon the Lot within the time periods specified herein. For the purposes of this subparagraph (h) , construction of a Residence will be deemed "completed" when the exterior of the Residence (including but not limited to the foundation, walls, roof, windows, entry doors, gutters, downspouts, exterior trim, paved driveway and landscaping) has been completed in conformity with the Lot Development Plan. (i) Mailboxes. All mailboxes installed upon Lots shall be uniform and shall be of a type, color and manufacture approved by the Architectural Review Board. Such mailboxes shall be installed upon posts approved as to type, size and location by the Architectural Review Board. (j) 'Septic Systems. No septic tank, absorption field or any other on-site sewage disposal system (other than a lateral main connected to a sanitary sewerage collection system operated by the City of Carmel or a successor public agency or public utility) shall be installed or maintained on any Lot. (k) Water Systems. No private or semi-private water supply system may be located upon any Lot which is not in compliance with regulations or procedures adopted or established by the Indiana State Board of Health, or other civil authority having jurisdiction. To the extent that domestic water service is available from a water line located within 200 feet of the lot line maintained by a public or private utility company, each Owner shall connect to such water line to provide water for domestic use on the Lot and shall pay all connection, availability or other charges lawfully established with respect to connections thereto. Notwithstanding the foregoing, an Owner may establish, maintain and use an irrigation water well on his Lot as long as the well does not adversely affect the normal pool level of any Lake. (1) Drainage. In the event storm water drainage from any Lot or Lots flows across another Lot, provision shall be made by the Owner of such Lot to permit such drainage to continue, without restriction or reduction, across the downstream Lot and into the natural drainage channel or course, although no specific drainage easement -5- for such flow of water is provided on the Plat. To the extent not maintained by the Drainage Board, "Drainage Easements" reserved as drainage swales shall be main- tained by the Owner of the Lot upon which such easements are located such that water from any adjacent Lot shall have adequate drainage along such swale. Lots within the Parcel may be included in a legal drain established by the Drainage Board. In such event, each Lot in the Parcel will be subject to assessment by the Drainage Board for the costs- of maintenance of the portion of the Drainage System and/or the Lakes included in such legal drain, which assessment will be a lien against the Lot. The elevation of a Lot shall not be changed so as to affect materially the surface elevation or grade of surrounding Lots. Perimeter foundation drains, sump pump drains and downspouts shall not be outletted into streets or street rights-of-way. These drains shall be connected whenever feasible into a subsurface drainage tile. Each Owner shall maintain the subsurface drains and tiles located on his Lot and shall be liable for the cost of all repairs thereto or replacements thereof . 5. Maintenance of Lots. (a) Vehicle Parking. No camper, motor home, truck, trailer, boat or disabled vehicle may be parked or stored overnight or longer on any Lot in open public view. (b) ,Signs. Except for such signs as Declarant may in its absolute discretion display in connection with the development of Waterstone or the Parcel and the sale of Lots therein and such signs as may be located on the Community Area, no sign of any kind shall be displayed to the public view on any Lot except that one sign of not more than four (4) square feet may be displayed at any time for the purpose of advertising the property for sale or for rent, or may be displayed by a builder to advertise the property during construction and sale. (c) Fencing. No fence, wall, hedge or shrub planting higher than eighteen (18) inches shall be permitted between the front property line and the front building set-back line except where such planting is located on a Landscape Easement or is part of Residence landscaping and the prime root thereof is within four (4 ) feet of the Residence. Trees shall not be deemed "shrubs" unless planted in such a manner as to constitute a "hedge" . No chain link fence shall be erected upon a Lot if it would be visible from a street. No fence shall be erected or maintained on or within any Landscape Easement except such as may be installed by Declarant and subsequently replaced by the Corporation in such manner -6- as to preserve the uniformity of such fence. In no event may any fence be erected or maintained on any Lot without the prior approval of the Architectural Review Board, which may establish design standards for fences and further restrictions with respect to fencing, including limitations on (or prohibition of) the installation of fences in the rear yard of a Lot and along the bank of any Lake. All fences shall be kept in good repair. No fence, wall, hedge or shrub planting which obstructs sight lines at elevations between two (2) and six (6) feet above the street 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 points 25 feet from the intersection of said street lines, or in the case of a street line with the edge of a driveway pavement or alley line. No tree shall be permitted to remain within such distances of such intersections unless the foliage line is maintained at sufficient height to prevent obstruction of such sight lines. (d) Veaetation. An Owner shall not permit the growth of weeds and volunteer trees and bushes on his Lot, and shall keep his Lot reasonably clear from such unsightly growth at all times. If an Owner fails to comply with this Restriction, the Board of Directors shall cause the weeds to be cut and the Lot cleared of such growth at the expense of the Owner thereof and the Corporation shall have a lien against the cleared Lot for the expense thereof. (e) Nuisances. No noxious or offensive activity shall be carried on upon any Lot nor shall anything be done thereon which may be, or may become, an annoyance or nuisance to the neighborhood. Barking dogs shall constitute a nuisance. (f) Garbaae and Refuse Disposal. No Lot shall be used or maintained as a dumping ground for trash. Rubbish, garbage or other waste shall be kept in sanitary containers out of public view. All equipment for storage or disposal of such materials shall be kept clean and sanitary. (g) Livestock and Poultry. No animals, livestock or poultry of any kind shall be raised, bred or kept on any Lot, except that dogs, cats or other household pets may be kept provided that they are not kept, bred or maintained for any commercial purpose. The owners cf such permitted pets shall confine them to their respective Lots such that they will not be a nuisance. Owners of -7- • dogs shall so control or confine them so as to avoid barking which will annoy or disturb adjoining Owners. (h) Outside Burning. No trash, leaves, or other materials shall be burned upon a Lot if smoke therefrom would blow upon any other Lot and, then, only in acceptable incinerators and in compliance with all applicable legal requirements. (i) Antennas -and Receivers. No satellite receiver, down-link or exterior antenna shall be permitted on any Lot without the prior written consent of the Architectur- al Review Board. Unless consent thereto is granted by a majority of the Owners, the Architectural Review Board shall not give its consent to the installation of any exterior television antenna if television reception is available from underground cable connections serving the Lot nor shall it give its consent to the installation of any other exterior antenna unless all Owners of Lots within 200 feet of the Lot upon which the proposed antenna would be erected consent in writing to the installation thereof. No satellite receiver or down-link approved by the Architectural Review Board shall be located on a Lot in such a manner as to be visible at ground level from any public way or from any other Lot. (j) Exterior Lights. Except for Path Lights, no exterior lights shall be erected or maintained between the building line and rear lot line so as to shine or reflect directly upon another Lot. (k) Electric Bug Killers. Electric bug killers, "zappers" and other similar devices shall not be in- stalled at a location or locations which will result in the operation thereof becoming a nuisance or annoyance to other Owners and shall only be operated when outside activities require the use thereof and not continuously. 6. General Community Rules. Each Lot shall be subject to the guidelines, rules, regulations and procedures adopted by the Architectural Review Board pursuant to Paragraph 16 (a) (iii) of the Declaration of Covenants and Restrictions, and each Owner of a Lot shall at all times comply therewith. _ 7 . Assessments. The Board of Directors may make Assessments to cover any costs incurred in enforcing these covenants or in undertaking any maintenance or other activity that is the responsibility of the Owner of a Lot hereunder but which such Owner has not undertaken as required hereunder. Any such Assessment shall be assessed only against those Owners whose failure to comply with the requirements of these covenants necessitated the action to -8- enforce these covenants or the undertaking of the maintenance or other activity. 8 . Enforcement. The right to enforce each of the foregoing Restrictions by injunction, together with the right to cause the removal by due process of law of structures erected or maintained in violation thereof, is reserved to Declarant, the Corporation, the Architectural Review Board, the Owners of the Lots in the Parcel, their heirs and assigns, and to the Zoning Authority, their successors and assigns, who are entitled to such relief without 01 being required to show any damage of any kind to Declarant, the Corporation, the Architectural Review Board, any Owner or Owners, // or such Zoning Authority by or through any such violation or attempted violation. Under no circumstances shall Declarant, the Corporation or the Architectural Review Board be liable for damages of any kind to any Person for failure to abide by, enforce or carry MI out any provision or provisions of this Supplemental Declaration. There shall be no rights of reversion or forfeiture of title resulting from any violations. 9. Severability. Invalidation of any of these covenants and restrictions or any part thereof by judgment or court order shall not affect or render the remainder of said covenants and restric- tions .invalid or inoperative. 10. Non-Liabilitv of Declarant. Declarant shall have no duties, obligations or liabilities hereunder except such as are expressly assumed by Declarant, and no duty of, or warranty by, Declarant shall be implied by or inferred from any term or provision of this Supplemental Declaration. 11. General Provisions. This Supplemental Declaration may be amended at any time in the manner provided in Paragraph 23 of the Declaration of Covenants and Restrictions except that no amendment adopted pursuant to Paragraph 23 (a) of the Declaration of Covenants and Restrictions shall be effective as against a Mortgagee who subsequently acquires title to a Lot unless approved by at least two-thirds (2/3) of the Mortgagees who hold first mortgages on the Lots in the Parcel (based on one vote for each first mortgage owned) or at least two-thirds (2/3) of the Owners of the Lots in the Parcel (excluding Declarant) . Except as the same may be amended from time to time, the foregoing restrictions will be in full force and effect until January 1, 2023 , at which time they will be automatically extended for successive periods of ten (10) years, unless by a vote of the majority of the then Owners of Lots in the Parcel it is agreed that these Restrictions shall terminate in whole or in part. Ire IN WITNESS WHEREOF, this Supplemental Declaration has been executed as of the date- first above written. 011 -9- WATERSTONE LAND COMPANY , L.P. je44 By Geor P. Sweet Gene 1 Manager STATE OF INDIANA ) SS: COUNTY OF MARION Before me, a Notary Public in and for said County and State, personally appeared George P. Sweet, the General Manager of Waterstone Land Company, L.P. , an Indiana limited partnership, who acknowledged execution of the foregoing Supplemental Declaration of Covenants and Restrictions for and on behalf of said partnership. WITNESS my hand and Notarial Seal this 022 day of 1992. r77. Notary Public Residing in County My Commission Expires: \,r0_4,1 155' This instrument prepared by Tom Charles Huston, Attorney at Law, 1313 Merchants Bank Bldg. , 11 S. Meridian St. , Indianapolis, Indiana 46204 . TCH00699 -10- EXHIBIT A Land Description - Windpointe Part of the West Half of Section 33,Township 18 North, Range 4 East in Hamilton County, Indiana, being described as follows: Commencing at an iron pipe at the southwest corner of said Section 33; thence on an assumed bearing of North 00 degrees 29 minutes 49 seconds West along the west line of southwest quarter of said Section 33 a distance of 998.30 feet to the Point of Beginning, thence continuing North 00 degrees 29 minutes 49 seconds West along said west line a distance of 200.50 feet; thence North 89 degrees 32 minutes 05 seconds East parallel with said south line a distance of 250.00 feet; thence North 00 degrees 29 minutes 49 seconds West parallel with said west line a distance of 174.54 feet to a point distant 50.00 feet north of the south line of the north half of said southwest quarter section; thence South 89 degrees 34 minutes 56 seconds West parallel with the south line of said half-quarter section a distance of 250.00 feet to a point on the west line of said half-quarter section; thence North 00 degrees 29 minutes 49 seconds West along said west line a distance of 150.81 feet r to a point distant 1119.60 feet south of the northwest corner of said southwest quarter, said point being the southwest corner of the tract of land described in a deed to Joseph D. and Sue E. Zaharako (Deed record 296, Page 630, Office of the Hamilton County Recorder); thence North 89 degrees 20 minutes 34 seconds East along the south line of said Zaharako tract a distance of 251.47 feet (250.0 feet, deed) to a 1 inch iron pipe at the southeast corner of said tract as called for in said Zaharako deed; thence North 00 degrees 29 minutes 49 seconds West parallel with the west line of said southwest quarter and along 0 the east line of said Zaharako tract a distance of 198.74 feet (200 feet,deed); thence South 89 degrees 37 minutes 46 seconds West parallel with the north line of said southwest quarter and along the north line of said Zaharako tract a distance of 251.47 feet (250.0 feet, deed) to the west line of said southwest quarter at a point distant 919.60 feet south of the northwest corner thereof; thence North 00 degrees 29 minutes 49 seconds West along said west line a distance of 231.60 feet to a point distant 688.00 feet south of the northwest corner of said southwest quarter, said point being the southwest corner of the second tract of land described in a deed to Robert E. and Helen D. Aurelius (Deed Record 157, Page 210); thence North 89 degrees 32 minutes 49 seconds East along the south line of said Aurelius tract a distance of 375.19 feet (374.0 feet, deed) to a 1 inch iron pipe at the southeast corner of said tract as called for in said Aurelius deed; thence North 00 degrees 33 minutes 29 seconds West along the east line of the second and first tracts of land described in said Aurelius deed a distance of 192.49 feet (193.0 feet, deed) to a 5/8 inch rebar at the northeast corner of said first tract as called for in said Aureliys deed; thence North 01 degrees 37 minutes 27 seconds West a distance of 49.98 feet to the southeast corner of the tract of land described in a deed to Jerry P. and Diane D. Renihan (Instrument No. 87-4881); thence North 00 degrees 20 minutes 44 seconds West along the east line of said tract and along the east line of the second tract of land described in another deed to Jerry P. and Diane D. Renihan (Instrument No. 90-323) a distance of 294.76 feet (295.0 feet, deeds) to a 1 inch iron pipe at the southeast corner of the first tract of land described in said Instrument No. 90-323 and as called for therein; thence North 00 degrees 42 minutes 36 seconds West along the east line of said first Renihan tract of land a distance of 149.48 feet (150.0 feet, deed) to a 1 inch iron pipe; thence North 04 degrees 37 minutes 40 seconds East a distance of 124.62 feet; thence North 64 degrees 55 minutes 31 seconds East a distance of 78.63 feet; thence North 40 degrees 00 minutes 00 seconds East a distance of 50.00 feet; thence North 00 degrees 00 minutes 00 seconds East a distance of 70.19 feet; - thence North 26 degrees 23 minutes 08 seconds West a distance of 151.59 feet; thence North 00 degrees 00 minutes 00 seconds East a distance of 103.30 feet; thence North 12 degrees 00 minutes 00 seconds East a distance of 116.26 feet; thence North 67 degrees 00 minutes 00 seconds East a distance of 46.34 feet; thence North 07 degrees 14 minutes 11 seconds East a distance of 156.02 feet; thence North 12 degrees 00 minutes 00 seconds East a distance of 121.71 feet; thence North 23 degrees 55 minutes 38 seconds East a distance of 175.63 feet; thence North 43 degrees 23 minutes 59 seconds East a distance of 183.81 feet; thence North 76 degrees 12 minutes 08 seconds East a distance of 187.95 feet; thence South 72 degrees 14 minutes 38 seconds East a distance of 365.62 feet; thence South 30 degrees 40 minutes 02 seconds East a distance of 199.40 feet; thence South 06 degrees 30 minutes 54 seconds East a distance of 135.17 feet; thence South 00 degrees 00 minutes 00 seconds East a distance of 784.83 feet; thence South 47 degrees 00 minutes 00 seconds West a distance of 255.18 feet; thence South 00 degrees 00 minutes 00 seconds East a distance of 387.00 feet; thence South 25 degrees 00 minutes 00 seconds East a distance of 18.32 feet; thence North 72 degrees 00 minutes 00 seconds East a distance of 131.31 feet; thence North 80 degrees 00 minutes 00 seconds East a distance of 194.24 feet; thence South 38 degrees 00 minutes 00 seconds East a distance of 139.82 feet; thence South 20 degrees 00 minutes 00 seconds West a distance of 1246.54 feet; thence South 88 degrees 00 minutes 00 seconds West a distance of 126.86 feet; thence South 66 degrees 00 minutes 00 seconds West a distance of 134.78 feet; thence South 00 degrees 00 minutes 00 seconds East a distance of 370.76 feet; thence North 70 degrees 00 minutes 00 seconds West a distance of 516.34 feet; thence North 22 degrees 00 minutes 00 seconds West a distance of 133.30 feet; thence South 90 degrees 00 minutes 00 seconds West a distance of 50.00 feet; thence South 68 degrees 28 minutes 41 seconds West a distance of 105.13 feet; thence North 00 degrees 29 minutes 49 seconds West parallel with the west line of said southwest quarter a distance of 260.00 feet;thence South 89 degrees 32 minutes 05 seconds West parallel with the south line of said southwest quarter a distance of 225.00 feet to the Point of Beginning. Containing 73.390 acres, more or less. of land described in said Instrument No. 90-323 and as called for therein; thence North 00 degrees 42 minutes 36 seconds West along the east line of said first Renihan tract of land a distance of 149.48 feet (150.0 feet, deed) to a 1 inch iron pipe; thence North 04 degrees 37 minutes 40 seconds East a distance of 124.62 feet; thence North 64 degrees 55 minutes 31 seconds East a distance of 78.63 feet; thence North 40 degrees 00 minutes 00 seconds East a distance of 50.00 feet; thence North 00 degrees 00 minutes 00 seconds East a distance of 70.19 feet; - thence North 26 degrees 23 minutes 08 seconds West a distance of 151.59 feet; thence North 00 degrees 00 minutes 00 seconds East a distance of 103.30 feet; thence North 12 degrees 00 minutes 00 seconds East a distance of 116.26 feet; thence North 67 degrees 00 minutes 00 seconds East a distance of 46.34 feet; thence North 07 degrees 14 minutes 11 seconds East a distance of 156.02 feet; thence North 12 degrees 00 minutes 00 seconds East a distance of 121.71 feet; thence North 23 degrees 55 minutes 38 seconds East a distance of 175.63 feet; thence North 43 degrees 23 minutes 59 seconds East a distance of 183.81 feet; thence North 76 degrees 12 minutes 08 seconds East a distance of 187.95 feet; thence South 72 degrees 14 minutes 38 seconds East a distance of 365.62 feet; thence South 30 degrees 40 minutes 02 seconds East a distance of 199.40 feet; thence South 06 degrees 30 minutes 54 seconds East a distance of 135.17 feet; thence South 00 degrees 00 minutes 00 seconds East a distance of 784.83 feet; thence South 47 degrees 00 minutes 00 seconds West a distance of 255.18 feet; thence South 00 degrees 00 minutes 00 seconds East a distance of 387.00 feet; thence South 25 degrees 00 minutes 00 seconds East a distance of 18.32 feet; thence North 72 degrees 00 minutes 00 seconds East a distance of 131.31 feet; thence North 80 degrees 00 minutes 00 seconds East a distance of 194.24 feet; thence South 38 degrees 00 minutes 00 seconds East a distance of 139.82 feet; thence South 20 degrees 00 minutes 00 seconds West a distance of 1246.54 feet; thence South 88 degrees 00 minutes 00 seconds West a distance of 126.86 feet; thence South 66 degrees 00 minutes 00 seconds West a distance of 134.78 feet; thence South 00 degrees 00 minutes 00 seconds East a distance of 370.76 feet; thence North 70 degrees 00 minutes 00 seconds West a distance of 516.34 feet; thence North 22 degrees 00 minutes 00 seconds West a distance of 133.30 feet; thence South 90 degrees 00 minutes 00 seconds West a distance of 50.00 feet; thence South 68 degrees 28 minutes 41 seconds West a distance of 105.13 feet; thence North 00 degrees 29 minutes 49 seconds West parallel with the west line of said southwest quarter a distance of 260.00 feet;thence South 89 degrees 32 minutes 05 seconds West parallel with the south line of said southwest quarter a distance of 225.00 feet to the Point of Beginning. Containing 73390 acres, more or less. ARTICLES OF INCORPORATION OF WATERSTONE HOMEOWNERS ASSOCIATION. INC. The undersigned incorporator, desiring to form a corporation pursuant to the provisions of the Indiana Nonprofit corporation Act of 1991, executes the following Articles of Incorporation: ARTICLE 1 Name Section 1. 01. Name. The name of this Corporation is WATERSTONE HOMEOWNERS ASSOCIATION, INC. ARTICLE 2 Purposes and Powers Section 2 . 01. Type of Corporation. This Corporation is a mutual benefit corporation. Section 2 . 02 . Primary Purposes. The purposes for which this Corporation is formed are to own, manage, maintain, reserve, repair and reconstruct the Community Area, provide architectural control of the Lots at Waterstone and exercise all of the power and privileges, and perform all of the duties and obligations, of the Corporation as set forth in the Declaration. Section 2 . 03 . Additional Purposes. In addition, the Corporation is formed for the promotion of the health, safety and welfare of the residents of Waterstone and other nonprofitable purposes that are authorized by the Act and permitted to be carried on by an organization exempt from Federal income taxation under the provisions of Section 528 of the Code. Section 2 . 04 . Specific Powers. Subject to any specific written limitations or restrictions imposed by the Act, by the Code, by other law, or by the Declaration or the Articles, and solely in furtherance of but not in addition to the purposes set forth in Section 2 . 02 and 2 . 03 of these Articles, the Corporation shall have the following specific powers: Clause (a) . To Manage, etc. To manage, maintain, repair and replace the Property for the benefit and use of the members of the Corporation subject to such restraints or suspensions of use and voting rights of members as are provided herein, in the By-Laws, and in the Declaration. 14 Clause (b) . To Make Assessments. To fix, levy, and collect Assessments and to enforce payment thereof by all lawful means. Clause (c) . To Promulgate Rules. To promulgate such rules and regulations and perform such deeds as are deemed necessary to achieve the aforesaid purposes. Clause (d) . To Insure. To secure from insurers licensed and approved in the State of Indiana appropriate fire-property damage coverage, comprehensive general liability coverage and such other forms of insurance as may be deemed necessary or appropriate. Clause (e) . To Secure Services. To secure professional managerial services by employing a professional manager, contracting with a professional management service or entity, or otherwise, which services may include administrative, managerial, bookkeeping, legal, architectural, engineering, maintenance, repair, construction and other services. Clause (f) . To Acquire and Dispose of Property. To acquire by gift, purchase or other means, to own, hold, enjoy, lease, operate, maintain, convey, sell, transfer, mortgage or otherwise encumber or dedicate for public use, real or personal property in connection with the business of the Corporation subject to the provisions of the Declaration. Clause (a) . To Borrow. To borrow money and, subject to the provisions of the Declaration, to give, as security therefor, a mortgage or other security interest in any or all real or personal property owned by the Corporation, or a pledge of monies to be received pursuant to the provisions of the Declaration, and to assign and pledge its right to make Assessments and its rights to claim a lien therefor. Clause (h) . To Appoint a Fiscal Agent. To appoint any Person as its fiscal agent to collect all Assessments and charges levied by the Corporation and to enforce the Corporation's liens for unpaid Assessments and charges or any other lien held by the Corporation. Clause (i) . To Make Contracts. To enter into, perform, cancel and rescind all kinds of contractual obligations, including the guarantee of the obligations and performance of others. Clause (j) . To Act With Others. To perform any act which the Corporation acting alone has the power and -2- capacity to perform by acting as a partner or otherwise in association with any Person or Persons, whether legally constituted or informally organized. Clause (k) . To Pay. To pay all Operating Expenses, including all licenses, taxes or governmental charges levied or imposed against the Property to the extent the same is separately assessed against the Property. Clause (1) . To Merge. To participate in mergers and consolidations with other not-for-profit corporations organized for the same purpose. Clause (m) . To Otherwise Act. To have and to exercise any and all powers, rights and privileges which a corporation organized under the Act may now or hereafter have or exercise. Section 2 . 05. Limitations Upon Powers. No part of the net earnings of the Corporation shall inure to the benefit of any Director or Officer of the Corporation or to any private individual, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered by a Director, Officer or employee and to pay principal and interest at a reasonable rate not exceeding current market rates on funds loaned or advanced by a Director or Officer to the Corporation. No substantial part of the activities of the Corporation shall consist of attempting to propose, support, oppose, advocate the adoption or rejection of, or otherwise influence legislation by propaganda or otherwise, and the Corporation shall not participate in or intervene (including the publication or distribution of statements) in any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provision of these Articles, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from federal taxation under Section 528 of the Code and the Applicable Regulations or the corresponding provisions of any subsequent federal tax laws if the effect thereof is to subject the gross income of the Corporation to federal income taxation at rates established for corporations engaged in business for Prof it unless the purposes of the Corporation set forth in Section 2 . 02 of these Articles cannot otherwise be achieved. ARTICLE 3 Registered Office and Registered Agent Section 3 . 01. Registered Office. The street address of the registered office of the Corporation is Suite 2 , 95Q2 Angola Court, Indianapolis, Indiana 46268 . -3- Section 3 . 02 . Registered Agent. The name of the registered agent of the Corporation at the registered office is George P. Sweet. ARTICLE 4 Membership Section 4 . 01. Classes of Membership. The Corporation shall have a single class of members. Every Person who is an Owner shall be a member of the Corporation. Membership shall be appurtenant to and may not be separated from the ownership of a Lot. Section 4 . 02 . Voting Rights. Each Lot shall have appurtenant thereto one (1) vote which may be cast by the Owners thereof who are present in person or proxy pursuant to the voting procedures established in the By-Laws. Section 4 . 03 . Termination of Membership. Membership in the Corporation shall lapse and terminate when a Member ceases to be an Owner. Section 4 . 04 . Suspension of Membership Rights. No Member may be expelled from membership in the Corporation for any reason. The Board of Directors shall have the right to suspend the voting rights of a Member for a period during which any Assessment or charge owed by the Member remains unpaid in excess of thirty (30) days. Section 4 . 05. Meetings of Members. All meetings of the Members shall be held at such place within the State of Indiana as may be designated by the Board of Directors pursuant to the provisions of the By-Laws. Section 4 . 06. No Other Preferences, etc. There shall be no other preferences, limitations, or restrictions with respect to the relative rights of the Members. ARTICLE 5 Directors Section 5 . 01. Number of Directors. The initial Board of Directors of the Corporation shall consist of three (3) members. The number of Directors of the Corporation shall be specified from time to time in the By-Laws, but the minimum number shall be three (3) and the maximum number shall be fifteen (15) and, if the By- Laws fails to specify the number, then the number shall be three (3) -4- Section 5 . 02 . Initial Directors. The initial members of the Board of Directors are George P. Sweet, Glenda S. Garrison and Ann C. Parker. Section 5. 03 . Appointment of Directors. Prior to the Applicable Date, members of the Board of Directors shall be appointed by Developer. Thereafter they shall be elected by the Members in accordance with the provisions of the Code of By-Laws. ARTICLE 6 Incorporator Section 6. 01. Name and Address of Incorporator. The name and post office address of the incorporator is as follows: Name Post Office Address Tom Charles Huston 1313 Merchants Bank Building Indianapolis, Indiana 46204 ARTICLE 7 Provision for Regulation and Conduct of the Affairs of Corporation Section 7 . 01. Management of Corporation. The affairs of the Corporation shall be managed by the Board of Directors. Section 7 . 02 . Code of By-Laws. Subject to the provisions of Section 7 . 04 , the Board of Directors of the Corporation shall have the power, without the assent of the Members, to make, alter, amend, or repeal the By-Laws. Section 7 . 03 . Amendment of Articles of Incorporation. The Corporation reserves, subject to the provisions of Section 7 . 04 , the right to amend, alter, change or repeal any provisions contained in the Articles or in any amendment hereto, in any manner now or hereafter prescribed or permitted by the Act or any amendment thereto; but such power of amendment does not authorize any amendment that would permit any part of the net earnings of the Corporation to inure to the benefit of any private individual , that would modify the provisions of Section 2 . 05 if such modification would have the effect of disqualifying this Corporation as an organization exempt from Federal income taxation under the provisions of Section 528 of the Code, as amended, or such equivalent provision as may hereafter exist from time to time, or that would be in conflict with the provisions of the Declaration. -5- Section 7 . 04 . Approval by Developer. Prior to the Applicable Date, each amendment to these Articles and to the Code of By-Laws must be approved in writing by Developer. ARTICLE 8 Dissolution Section 8 . 01. Dissolution. In the event of dissolution of the Corporation, assets remaining after payment of all debts of the Corporation shall be transferred by the Board of Directors to the City of Carmel, Indiana to be used for purposes similar to those for which this Corporation was organized. If such transfer is refused, then such assets shall be transferred by the Board of Directors to the State of Indiana, or any instrumentality or subdivision thereof, exclusively for public purposes, or to any nonprofit corporation, trust, foundation or other organization whose purposes are substantially the same as one or more of the purposes of the Corporation set forth in Section 2 . 02 hereof and which, at the time of transfer, is exempt from Federal income taxation under Sections 501 (c) (3) , 501 (c) (4) or 528 of the Code or the corresponding provisions of any subsequent federal tax laws. Any such assets not so transferred by the Board of Directors shall be disposed of by the Circuit Court of Hamilton County, Indiana exclusively for such charitable purposes or to such charitable organization as the Court shall determine. No Director or Officer of the Corporation, or any private individual, shall be entitled to share in the distribution of any of the assets of the Corporation on dissolution of the Corporation. ARTICLE 9 Definitions Section 9 . 01. Terms. The following terms, as used in these Articles, and in the By-Laws, unless the context clearly requires otherwise, shall mean the following: "Act" means The Indiana Nonprofit Corporation Act of 1991, as amended from time to time. "Applicable Date" means the earlier of (i) the date when all Lots in the Development Area have been improved by the construction thereon of Residences or (ii) December 31, 2003 . "Applicable Regulations" means the regulations issued with respect to referenced provisions of the Code by the Internal Revenue Service as the same may be amended from time to time. -6- "Articles" means the Articles of Incorporation of the Corporation, as amended from time to time. "Assessment" means all sums lawfully assessed against the Members by the Corporation or as declared by the Declaration, the Articles or the By-Laws. "Board of Directors" means the governing body of the Corporation. "By-Laws" means the Code of By-Laws of the Corporation, as amended from time to time. "Code" means the Internal Revenue Code of 1986 , as amended. "Community Area" has the meaning specified in the Declaration. "Corporation" means Waterstone Homeowners Association, Inc. , an Indiana not-for-profit corporation. "Declaration" means the Declaration of Covenants, Conditions and Restrictions for Waterstone which has been or will be recorded in the office of the Recorder of Hamilton County, Indiana, as the same may be amended from time to time. "Development Area" means the real estate described in Exhibit A to the Declaration. "peveloper" means Waterstone Land Company, L. P. , its successors and assigns to its interest in the Tract other than Owners purchasing Lots by deed from Developer (unless the conveyance indicates an intent that the grantee assume the rights and obligations of Developer) . "Lot" means a platted lot as shown on a final secondary plat of any part of the Tract. "Member" means a Member of the Corporation. "Operating Expenses" means expenses of administration of the Corporation and expenses for the upkeep, maintenance, repair and replacement of the Community Area and other Property. "Owner" means a Person, including Developer, who at the time has or is acquiring any interest in a Lot except a Person who has or is acquiring such an interest merely as security for the performance of an obligation. -7- "Person" means an individual, firm, corporation, partnership, association, joint venture, trust or other legal entity, or any combination thereof. "Property" means the Community Area and appurtenant easements, improvements and other property of every kind and nature whatsoever, real, personal or mixed, located upon the Community Area or used or held for use in connection with the business or operation of the Corporation. "Regulations" means the regulations issued pursuant to the Code as the same may be amended from time to time. "Tract" means that part of the Development Area, the use and development of which is subject to the terms and provisions of the Declaration. Section 8 . 02 . Other Terms. Any undefined term used herein or in the By-Laws shall, unless the context requires otherwise, have the meaning set forth in Paragraph 1 of the Declaration. IN WITNESS WHEREOF, the undersigned, being the Incorporator designated in Article 6, executes these Articles of Incorporation this 2/s4 day of December, 1992 . (ILL "Iih // om Charles Huston TCH00808 -8- CODE OF BY-LAWS OF WATERSTONE HOMEOWNERS ASSOCIATION, INC. ARTICLE 1 Definitions The definitions and terms as defined and used in the Articles of Incorporation shall have the same meaning in these By-Laws and reference is specifically made to Article 9 thereof containing definition of terms. ARTICLE 2 Meetings of Members Section 2 . 01. Place of Meetings. All meetings of the Members shall be held at such place in Hamilton or Marion Counties, Indiana as may be designated by the Board of Directors and specified in the respective notices or waivers of notice thereof. Section 2 . 02. Annual Meeting. An annual meeting of the Members shall be held between April 1 and June 30 of each year. Section 2 . 03 . Special Meetings. Special meetings of the Members may be called by the President, by a majority of the Board of Directors, or by written petition signed by not less than one-tenth (1/10) of all of the Members. Upon a request in writing delivered to the President or the Secretary by a Person or Persons entitled to call a special meeting, it shall be the duty of the President or the Secretary to give notice to the Members of such meeting, and, if such request is refused, the Person or Persons making such request may call a meeting by giving notice in the manner hereinafter provided. Business transacted at all special meetings shall be limited to the subjects stated in the call or waiver of notice, and matters germane thereto. Section 2 . 04 . Notice of Meetings. A written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which such meeting is called, shall be delivered or mailed by the Secretary or by the officer or Person calling the meeting to each Member at such address as appears on the records of. the Corporation at least ten (10) days before the date of the meeting or, if notice is mailed by other than first class or registered mail, sixty (60) days before the date of the meeting. Notice of any meeting may be waived in writing filed with the Secretary by any Member if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called and the time and place of the meeting. Atten- dance at any meeting shall constitute a waiver of notice of that meeting. Section 2 . 05. Voting Lists. After fixing a record date for a notice of a meeting, the Secretary shall prepare a complete list of Members entitled to notice of a meeting of Members, containing the address and number of votes each Member is entitled to cast at the meeting. The Secretary shall prepare on a current basis through the time of the membership meeting a list of Members, if any, who are entitled to vote at the meeting, but are not entitled to notice of the meeting. Such lists may be inspected by any Member, for any proper purpose, at any reasonable time. Section 2 . 06. Ouorum. At any meeting of the Members fifty percent (50%) of the Members entitled to vote at such meeting, present in person or by proxy executed in writing, shall constitute a quorum for the transaction of business, except as otherwise provided by law. In the absence of a quorum, the Members present in person or by proxy, by a majority vote and without notice, may adjourn the meeting from time to time until a quorum is present. At any such adjourned meeting at which a quorum is present, any business may be transacted for which notice was originally given. The Members present at a duly organized meeting may continue to do business until adjournment notwithstanding the withdrawal of enough Members to leave less than a quorum. Section 2 . 07 . Votina Rights. The voting rights of the Members shall be as prescribed in the Articles. In any election of Directors, no Member shall have the right to multiply the number of votes to which such Member may be entitled by the number of IR Directors to be elected. A majority of the votes cast at a meeting of the Members, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter that may properly come before the meeting unless more than a majority of votes cast is required by law, the Declaration, any Supplemental Declaration, the Articles or these By-Laws. Section 2 . 08 . Multiple Owner. Where the Owner of a Lot constitutes more than one person, or is a partnership, there shall be only one voting representative entitled to cast the vote allocated to that Lot. Those persons constituting such Owner or the partners shall determine among themselves who shall be the voting representative for such Lot. In the event agreement is not reached the vote attributable to such Lot shall not be cast. Section 2 . 09 . Voting by Corporation or Trust. Where a 0,.1 corporation or trust is an Owner or is otherwise entitled to vote, the trustee may cast the vote on behalf of the trust and the agent or other representative of the corporation duly empowered by the -2- board of directors of such corporation shall cast the vote to which the corporation is entitled. Section 2 . 10. Proxies. A Member may vote either in person or by his duly authorized and designated attorney-in-fact. Where voting is by proxy, the Member shall designate his attorney-in-fact in writing, delivered to an officer of the Corporation prior to the commencement of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless a longer time is expressly provided in the proxy. Section 2 . 11. Action Without a Meeting. Any action required by the Act to be taken at a meeting of the Members, or any action which may be taken at a meeting of the Members, may be taken without a meeting if, prior to the action, a consent in writing setting forth the action so taken is signed by all of the Members entitled to vote with respect to the subject matter thereof, and such written consent is filed with the minutes of the proceedings of the Members. Such consent shall have the same effect as a unanimous vote of the Members. Section 2 . 12 . Meeting by Telephone, etc. Any or all of the Members may participate in a meeting by or through the use of any means of communication by which all Members participating may simultaneously hear each other during the meeting. Participation in a meeting using these means constitutes presence in person at the meeting. 1 ARTICLE 3 Board of Directors Section 3 . 01. Functions. The business, property and affairs of the Corporation shall be managed and controlled by a Board of Directors as from time to time constituted (herein collectively called "Board" or "Directors" and individually called "Director") . Section 3 . 02 . Eligibility_. No person shall be a Director who is not a Member or a designee of Developer, nor shall any person be a Director representing a Parcel who is not the Owner of a Lot in such Parcel. Section 3 . 03 . Number. Prior to the Applicable Date, the number of Directors comprising the Board shall be three (3) , which number may from time to time be increased by resolution adopted by not less than a majority of the Board of Directors. In no event shall the number of Directors prior to the Applicable Date be less than three (3) nor more than seven (7) and no reduction in the number of Directors shall have the effect of removing a Director from office prior to the expiration of his term. In the event the -3- I number of Directors is increased prior to the Applicable Date, the additional Director or Directors shall be appointed by Developer as provided in Section 5. 03 of the Articles. Subsequent to the Applicable Date, the number of Directors comprising the Board shall be that number which is equal to twice the number of Parcels within the Tract plus, if required to result in an odd number of Directors, one (1) , which number may from time to time be increased or decreased by resolution adopted by not less than a majority of the Board of Directors, provided that all times the number shall not be less than the number of Parcels within the Tract. In no event shall the number of Directors subsequent to the Applicable Date be less than three (3) nor more than fifteen (15) and no reduction in the number of Directors shall have the effect of removing a Director from office prior to the expiration of his term. In the event the number of Directors is increased subsequent to the Applicable Date as provided herein, the election of the additional Director or Directors shall be by a vote of the Members entitled to elect such additional Director or Directors according to a procedure established by the Board by resolution. Section 3 . 04 . Classes. Subsequent to the Applicable Date, the membership of the Board shall be divided into classes consist- ing of (i) Directors each of whom shall represent a Parcel and (ii) Directors not representing Parcels. The class of Directors representing Parcels shall consist of that number of Directors which is equal to the number of Parcels within the Tract. Section 3 . 05. Appointment. Prior to the Applicable Date, Directors shall be appointed by Developer as provided in Section 5. 03 of the Articles. Section 3 . 06. Nomination. Subsequent to the Applicable Date, candidates for election to the Board of Directors as Directors not representing Parcels shall file a petition for candidacy, signed by not less than five (5) Members, with the Elections Committee at least three (3) weeks prior to the annual meeting. The Elections Committee shall provide all Members with a ballot containing the names of all bona fide candidates not less than ten (10) days before the annual meeting. Subsequent to the Applicable Date, the Board of Directors shall by resolution establish such procedure as it deems appropriate governing the nomination of Members for election to the Board of Directors as Directors representing Parcels. Section 3 . 07 . Election. Subsequent to the Applicable Date, Directors shall be elected at the annual meeting provided in Article 2 . If the Board of Directors is divided into classes pursuant to section 3 . 04 , the Directors representing a Parcel shall be elected by those Members who are Owners of Lots in the Parcel to be represented by such Director. A Member who owns a Lot in more than one Parcel shall be entitled to vote for all Directors -4- representing Parcels in which he owns a Lot. Anything to the contrary in this Section 3 . 07 notwithstanding, the Board of Directors shall have the power to authorize that Directors representing Parcels be elected at the annual meeting of the homeowners association of each such Parcel, if any, rather than at the annual meeting of the Corporation. The Board may, by resolution, establish such election procedures as it deems appropriate. Voting for the Board of Directors shall be by secret written ballot. The ballot shall be prepared by the Elections Committee and shall contain the name of each person nominated for election. Those persons receiving the highest number of votes shall be elected. Section 3 . 08. Term. Each Director, other than a Director appointed by Developer, shall serve for a term of one (1) year or until his successor is elected and qualified or until he has resigned or been removed. Incumbent Directors shall be eligible for re-election and the number of years a person may serve as a Director is not limited. A Director appointed by Developer, including the initial Directors identified in Section 5. 02 of the Articles, shall serve until such Director dies, resigns or is removed by Developer. Section 3 . 09 . Resignation. Any Director may resign at any time by giving written notice of such resignation to the President or the Secretary of the Corporation. Such resignation shall take effect when the notice is effective unless the notice specifies a later effective date. The acceptance of a resignation shall not be necessary to make it effective. Section 3 . 10. Removal. Subsequent to the Applicable Date, any Director may be removed, with or without cause, in accordance with the provisions of the Act. Prior to the Applicable Date, any Director may be removed by Developer for any reason. Section 3 . 11. Vacancies. Any vacancy occurring on the Board of Directors caused by death, resignation, removal or otherwise, shall (a) prior to the Applicable Date be filled by Developer and (b) subsequent to the Applicable Date be filled until the next annual meeting through a vote of a majority of the remaining members of the Board. If, subsequent to the Applicable Date, a majority of the remaining members of the Board cannot agree on a Person to fill any such vacancy, a special meeting of the Members shall be called to elect a Person to fill such vacancy. A Director elected to fill a vacancy shall hold office until the expiration of the term of the Director causing the vacancy or until his successor has been elected and qualified. Section 3 . 12 . Meetings. The Board of Directors shall meet each year immediately after the annual meeting of the Members, at -5- the place where such meeting of the Members has been held, for the purpose of organization, election of officers, and consideration of any other business which may properly be brought before the meeting. No notice shall be necessary for the holding of this annual meeting. If such meeting is not held as above provided, the election of officers may be held at any subsequent meeting of the Board specifically called in the manner provided in Section 3 . 13 . The Board of Directors may provide by resolution the time and the place, either within or without the State of Indiana, for the holding of additional regular meetings of the Board without other notice than such resolution. Special meetings of the Board may be called by the President and shall be called by order thereof upon the written request of not less than two (2) Directors, which request shall set forth the business to be conducted at such meeting. Section 3 . 13 . Notice of Meetings. Notice of all meetings of the Board of Directors, except as herein otherwise provided, shall be given by mailing, telephoning, telegraphing or delivering personally the same at least two (2) days before the meeting to the usual business or residence address of the Director as shown upon the records of the Corporation. Notice of any meeting of the Board may be waived in a document filed with the Secretary by any Director if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called and the time and place of the meeting. Attendance at any meeting of the Board shall constitute a waiver of notice of that meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Any meeting of the Board may adjourn from time to time to reconvene at the same place or some other place. No notice need be given of any such adjourned meeting. Section 3 . 14. Quorum. A quorum of the Board of Directors at any annual or special meeting of the Board shall be a majority of the duly qualified members of the Board then occupying office, but in no event less than two (2) Directors, except that, subsequent to the Applicable Date, in filling vacancies a majority of the remaining Directors (but not less than two (2) Directors) shall constitute a quorum. The act of a majority of the Directors present at a meeting, who constitute a quorum, shall be the act of the Board unless otherwise provided by the Act, the Declaration, any Supplemental Declaration, the Articles, or these By-Laws. In the absence of a quorum, the Directors present may, by majority vote, adjourn the meeting from time to time until a quorum is present. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting for which notice was originally given. Section 3 . 15. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if the -6- action is taken by all members of the Board of Directors or such committee. The action must be evidenced by at least one (1) written consent describing the action taken signed by each member of the Board of Directors or of such committee, and included in the minutes or filed with the corporate records reflecting the action taken. Section 3 . 16. Meeting by Telephone. etc. Any or all of the members of the Board or of any committee designated by the Board may participate in a meeting by or through the use of any means of communication by which all persons participating may simultaneously hear each other during the meeting. Participation in a meeting using these means constitutes presence in person at the meeting. Section 3 . 17. Committees. The Board of Directors, by resolution adopted by a majority of the Board, may designate one or more committees, each of which shall consist of two (2) or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board in the management of the Corporation. Other committees not having and exercising the authority of the Board in the management of the Corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any individual Director, of any responsibility imposed upon it or him by law. Subsequent to the Applicable Date, the Board shall annually establish an Elections Committee which shall be responsible for the conduct of the election of the Board of Directors pursuant to Sections 3 . 06 and 3. 07. Section 3 . 18. Powers. All of the corporate powers, except as otherwise provided herein or by law, shall be vested in and shall be exercised by the Board of Directors. Said powers shall include, but not be limited to: (a) The power to adopt, publish, and enforce rules and regulations governing the use of the Community Areas; (b) The power to lease or purchase for the benefit of the Members such property, equipment, materials, labor and services as may be necessary in the judgment of the Board; (c) The power to exercise the powers and perform the duties of the Corporation granted, imposed, autho- rized or permitted by the Declaration or any Supplemental Declaration, the exercise of which is not reserved or committed to the membership by the Articles or By-Laws; (d) The power to make and- collect Assessments and charges, establish and collect membership dues, and levy -7- and collect fines for the violation of rules and regula- tions governing the use of the Community Areas; (e) The power to employ legal counsel, architects, contractors, accountants, consultants, managers, independent contractors and others as in the judgment of the Board of Directors may be necessary or desirable in connection with the maintenance, repair, replacement, restoration, and operation of the Community Area and the business and affairs of the Corporation. Section 3 . 19. Duties. It shall be the duty of the Board of Directors to: (a) cause the Community Area to be maintained in good, clean, attractive and sanitary condition, order and repair; (b) adopt and publish rules and regulations, including fees, if any, governing the use of the Community Area, and the personal conduct of the Members, their tenants and guests; (c) cause to be kept a complete record of all its corporate affairs, making such records available for inspection by any Member or his authorized agent, and present an annual report thereof to the Members; (d) supervise all officers, agents and employees of the Corporation and see that their duties are properly performed; (e) issue upon demand by any Member a certificate setting forth whether or not any Assessment has been paid and giving evidence thereof for which a reasonable charge may be made; (f) designate depositories for the funds of the Corporation, designate those officers, agents and/or employees who shall have authority to withdraw funds from such accounts on behalf of the Corporation, and cause such persons to be bonded, as it may deem appropriate; (g) approve the annual budget; (h) fix annual General and Parcel Assessments at amounts sufficient to meet the obligations imposed by the Declaration and all Supplemental Declarations; (i) annually set the date(s) Assessments are due and decide what, if any, interest rate is to be applied -8- to Assessments which remain unpaid thirty (30) days after they become due; (j) send written notice of each Assessment to every Owner subject thereto at least thirty (30) days in advance of the due date of the Assessment or first installment thereof; (k) cause the lien against any property for which Assessments are not paid within thirty (30) days after due date to be foreclosed or cause an action at law to be brought against the Owner personally obligated to pay the same; (1) suspend the right of an Owner to use the recreational facilities constituting a part of the Community Area during any period during which such Owner shall be in default for more than thirty (30) days after notice in the payment of any Assessment. Such right of Members may also be suspended, after notice and hearing, for a period not to exceed sixty (60) days for violation of any provision of the Declaration, any Supplemental Declaration or the Register of Regulations; (m) procure and maintain adequate insurance to protect the Corporation, its employees and its personal imi and real properties; (n) enter into mortgage agreements and obtain capital debt financing subject to the provisions of the Declaration; (o) appoint such committees as are prescribed in Section 3 . 17; (p) faithfully observe and perform each duty imposed on the Corporation by the terms of the Declaration and the Supplemental Declarations and exercise such discretion granted to the Board thereunder in the best interests of the Members; and (q) exercise their powers and duties in good faith, with a view to the interests of the Corporation. PI Section 3 . 20. Non-Liability of Directors. No Director shall be liable to any Person for any error or mistake of judgment exercised in carrying out his duties and responsibilities as a Director, unless (a) the Director has breached or failed to perform the duties of his office in compliance with the Act and (b) the breach or failure to perform constitutes willful misconduct or recklessness. The Members shall indemnify and hold harmless each of the Directors against any and all liability to any Person 14 -9- 111 arising out of contracts made by the Board on behalf of the Corporation, unless any such contract shall have been made in bad faith or is contrary to the provisions of the Act, the Articles or these By-Laws. It is intended that the Directors shall have no personal liability with respect to any contract made by them on behalf of the Members and as their agent. The liability of any Member arising out of any contract made by the Board or out of the aforesaid indemnity in favor of the Directors shall be limited to such percentage of the total liability or obligation thereunder as is equal to a fraction, the numerator of which is the number of Lots owned by him and the denominator of which is the total number of Lots in the Tract. Section 3 . 21. Indemnity of Officers and Directors. To the extent not inconsistent with the laws of the State of Indiana, every Person (and the heirs, assigns and legal representatives of such Person) who is or was a Director or an officer of the Corporation shall be indemnified by the Corporation as provided in the Act. To the extent the assets of the Corporation are insufficient to satisfy its indemnification obligations hereunder, the Board of Directors may levy a Special Assessment in the manner specified in the Declaration to obtain such funds as may be required to satisfy such obligation. Section 3 . 22 . Transactions Involving Affiliates. No contract or other transaction between the Corporation and one or more of its Directors, or between the Corporation and any Person (including the Developer) in which one or more of the Directors are directors, officers, partners, or employees or are pecuniarily or otherwise interested, shall be void or voidable because such Director or Directors are present at the meeting of the Board or any committee thereof which authorizes, approves or ratifies the contract or transaction, or because his or their votes are counted for such purpose if: (a) the fact of the relationship or interest is disclosed or known to the Board or committee, and the Board or committee authorizes, approves, or ratifies such contract or transaction by a vote or consent sufficient for the purpose without counting the vote or consents of the interested Director(s) ; or (b) the fact of the relationship or interest is disclosed or known to the Members, and they authorize, approve or ratify the contract or transaction by a vote or written consent; or (c) the contract or transaction is fair and reasonable to the Corporation. Affiliated or interested Directors may be counted in determining the presence of a quorum of any meeting of the Board or committee -10- thereof which authorizes, approves or ratifies any contract or transaction. Section 3 . 23 . Insurance. The Board of Directors, or its duly authorized agent, shall have the authority to and shall obtain insurance for all of the structures located in the Community Area, whether owned or leased by the Corporation, against loss or damage by fire or other hazards commonly insured against in similar properties in an amount sufficient to cover the full replacement cost of any repair or reconstruction work in the event of damage or destruction from any insured hazard, and shall also obtain a broad form public liability policy covering all damage or injury caused by the negligence of the Corporation or any of its agents. All such insurance policies shall contain a provision that all Members shall, in appropriate circumstances, be able to recover damages as claimants under such insurance. Premiums for all such insurance shall be included in the General Assessment. Section 3 . 24 . Insured Loss. Damage or Destruction. In the event of loss, damage or destruction by fire or other peril, the Board of Directors shall (unless otherwise agreed by two-thirds (2/3) of the Directors then serving) , upon receipt of the insurance proceeds, contract to rebuild or repair damaged or destroyed portions of the insured property to its condition before such damage. All such insurance proceeds (if the amount of such proceeds exceeds $5, 000. 00) shall be deposited in a bank or other financial institution, the accounts of which are insured by a federal governmental agency, with the provision agreed to by said bank or institution that such funds may be withdrawn only by signatures of at least one-third (1/3) of the members of the Board of Directors, or by their duly authorized agent. In such event, the Board of Directors shall advertise for sealed bids with any licensed contractors, and then may negotiate with any contractor, who may be required to provide a full performance and payment bond for the repair, reconstruction or rebuilding of such destroyed structure or structures. In the event that the insurance proceeds are insufficient to pay all the costs of repairing and/or rebuild- ing to the same condition as previously existed, the Board of Directors may levy a Special Assessment in the manner specified in the Declaration to make up any deficiency. Excess insurance proceeds, if any, shall become a part of the Corporation's reserve for replacements. Section 3 . 25. Uninsured Loss. Damage or Destruction. In the event of loss, damage or destruction to the Property caused by perils not covered by standard insurance described in Section 2 . 04 (d) of the Articles, the Board of Directors may levy a Special Assessment in the manner specified in the Declaration to make up any deficiency created by such uninsured loss. Section 3 . 25. Compensation. No Director shall receive any compensation for any service he may render to the Corporation. He -11- may, however, be reimbursed for his actual expenses incurred in the performance of his duties. ARTICLE 4 The Officers of the Corporation Section 4 . 01. Officers and Agents. The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as the Board of Directors may, by resolution, designate from time to time. Any two or more offices may be held by the same person. The Board of Directors may, by resolution, create, appoint and define the duties and fix the compensation of such officers and/or agents as, in its discretion, is deemed necessary, convenient or expedient for carrying out the purposes for which the Corporation is formed; but such officers and agents shall be compensated only for actual services performed on behalf of the Corporation. Section 4 . 02. Election. Term of Office and Qualifications. The officers shall be chosen annually by the Board of Directors. Each officer shall hold office (unless he resigns, is removed or dies) until the next annual meeting of the Board of Directors or until his successor is chosen and qualified. Section 4 . 03. Vacancies. In the event an office of the Corporation becomes vacant by death, resignation, retirement, disqualification or any other cause, the Board of Directors shall elect a person to fill such vacancy, and the person so elected shall hold office and serve (unless he resigns, is removed or dies) until the next annual meeting of the Board or until the election and qualification of his successor. Section 4 . 04 . president. The President, who shall be chosen from among the membership of the Board of Directors, shall preside at all meetings of the Board, if present; shall appoint the chairman and members of all standing and temporary committees, subject to the review of the Board of Directors; shall be the executive officer of the Corporation; shall have and exercise general charge and supervision of the affairs of the Corporation; and shall do and perform such other duties as these By-Laws provide or as may be assigned to him by the Board of Directors. Section 4 . 05. Vice President. Any Vice President may perform all duties incumbent upon the President during the absence or disability of the President and shall perform other duties as these By-Laws may require or as may be assigned to him by the President or the Board of Directors. -12- Section 4 . 06. Secretary_. The Secretary shall have the custody and care of the corporate records and the minute book of the Corporation. He shall attend all of the meetings of the Board of Directors and the Members, and shall keep, or cause to be kept in a book provided for the purpose, a true and complete record of the proceedings of such meetings, and shall perform a like duty for all standing committees of the Board of Directors when required. He shall attend to the giving and serving of all notices of the Corporation, shall file and take care of all papers and documents belonging to the Corporation, shall authenticate records of the Corporation, as necessary, and shall perform such other duties as may be required by these By-Laws or as may be prescribed by the Board of Directors or the President. Section 4 . 07 . Treasurer. The Treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation. He shall be the legal custodian of all monies, notes, securities and other valuables which may from time to time come into the possession of the Corporation. He shall immediately deposit all funds of the Corporation coming into his hands in some reliable bank or other depository to be designated by the Board of Directors, and shall keep such bank account in the name of the Corporation. He shall furnish at meetings of the Board of Directors, or whenever requested, a statement of the financial condition of the Corporation and shall perform such other duties as may be required by these By-Laws or as may be prescribed by the Board of Directors or the President. Section 4 . 08 . Assistant Officers. The Board of Directors may from time to time designate assistant officers who shall exercise and perform such powers and duties as the officers whom they are elected to assist shall specify and delegate to them, and such other powers and duties as may be prescribed by the Code of By- Laws, the Board of Directors or the President. Section 4 . 09 . Removal. Any officer of the Corporation may be removed from office, with or without cause, by the affirmative vote of two-thirds (2/3) of all the Directors at any regular or special meeting of the Board of Directors called for the purpose. Any officer whose removal is proposed shall be entitled to at least ten (10) days' notice in writing by mail of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Directors at such meeting. Section 4 . 10. Resignation. Any officer or member of a committee may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, and, if no time be specified, at the time of its receipt by the President or Secretary of the Corporation. The acceptance of a resignation shall not be necessary to make it effective. -13- ARTICLE 5 Architectural Review Board Section 5 . 01. Composition. The Architectural Review Board shall be comprised of three (3) members elected by the Board of Directors by a vote of a majority of the Directors then serving. Subsequent to the Applicable Date, no member of the Architectural Review Board shall simultaneously serve as a member of the Board of Directors. Section 5. 02. Term. Prior to the Applicable Date, the members of the Architectural Review Board shall serve until the earlier of (a) the date such member dies, resigns or is removed or (b) the Applicable Date. Subsequent to the Applicable Date, the members of the Architectural Review Board shall serve for a term of one (1) year. Members shall be eligible for re-election. Section 5. 03 . Removal : Vacancies. The Board of Directors may remove a member of the Architectural Review Board at any time, with or without cause, by a vote of two-thirds of the Directors then serving. In the event of a vacancy on the Architectural Review Board, the Board of Directors shall, by a vote of a majority of the Directors then serving, elect a successor to serve the unexpired term. Section 5. 04 Organization. The Architectural Review Board shall elect from among its membership a chairman, secretary and such other officers as it deems appropriate. Section 5. 05. Quorum. A quorum for action by the Architec- tural Review Board shall be a majority of its members, but in no event less than two (2) members. Section 5. 06. Duties. It shall be the duty of the Architec- tural Review Board to regulate the external design, appearance, location and maintenance of the Tract and of improvements thereon and to regulate such uses of property, all as provided in the Declaration and the Supplemental Declarations. Section 5. 07 . Procedures. The Architectural Review Board shall formulate general guidelines, procedures and regulations and submit them for approval to the Board of Directors. Such guide- lines, procedures and regulations shall be considered adopted policy of the Board of Directors unless rejected by a two-thirds (2/3) vote of the Board of Directors within thirty (30) days after the date of submission. The adopted guidelines, procedures and regulations shall be incorporated in the Register of Regulations and the Architectural Review Board shall act in accordance therewith. -14- ARTICLE 6 yoans to Officers and Directors The Corporation shall not lend money to or guarantee the obligations of any officer or Director of the Corporation. ARTICLE 7 Corporate Books The Corporation shall maintain all records required by the Act and shall permit the Members to inspect and copy such records to the extent and on the conditions specified in the Act. ARTICLE 8 Financial Affairs Section 8 . 01. Contracts. The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to a specific instance; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit or render it liable pecuniarily for any purpose or to any amount. Section 8 . 02 . Checks, Etc. All checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money and other evidence of indebtedness in excess of One Thousand Dollars ($1, 000. 00) , shall, unless otherwise directed by the Board of Directors or required by law, be signed by any two of the following officers, who are different persons: President, a Vice President, Secretary or Treasurer. Any such obligation equal to or less than One Thousand Dollars ($1, 000. 00) may be signed by any one (1) of such preceding officers. The Board of Directors may, however, designate officers or employees of the Corporation, other than those named above, who may, in the name of the Corporation, execute drafts, checks and orders for the payment of money on its behalf. Section 8 . 03 . Investments. The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors. -15- Section 8 . 04 . Reserve for Replacements. The Board of Directors shall establish and maintain a reserve fund for replace- ments by the allocation and payment to such reserve fund of an amount determined annually by the Board to be sufficient to meet the cost of periodic maintenance, repairs, renewal and replacement of the Property. In determining the amount, the Board shall take into consideration the expected useful life of the Property, projected increases in the cost of materials and labor, interest to be earned by such fund and the advice of the Developer, managing agent or any consultants the Board may employ. Such fund shall be deposited in a special account with a lending institution the accounts of which are insured by an agency of the United States of America or may, in the discretion of the Board, be invested in obligations of, or fully guaranteed as to principal by, the United States of America. Section 8 . 05. Fiscal Year. The fiscal year of the Corporation shall be commence on January 1 in each year. Section 8 . 06. Assessment Year. The assessment year of the Corporation shall be the same as the fiscal year established in Section 7 . 05. Section 8. 07 . Auditing. If requested by any Member or the holder of a first mortgage on any Lot, the books and accounts of the Corporation shall at the close of each fiscal year be audited by an independent Certified Public Accountant whose report shall be prepared and certified in accordance with generally accepted auditing standards. A copy of such report shall be distributed to each Member or mortgagee who requests a copy thereof. ARTICLE 8 Amendments Subject to the provisions of Section 7 . 03 of the Articles, the power to make, alter, amend or repeal the By-Laws is vested in the Board of Directors, which power shall be exercised by affirmative vote of a two-thirds (2/3) majority of the Directors present at any meeting of the Board. Any proposed amendment shall be included in the notice of such meeting. If notice of a proposed amendment to the By-Laws is included in the notice of any meeting of the Board, it shall be in order to consider and adopt at that meeting any amendment to the By-Laws dealing with the subject matter with which the proposed amendment is concerned. TCH00693 -16- WATERS TONE BU I LD I NG GLJ I DEL.I NES AND S TANIDAE2DS J arivar y 1 , 1 9 93 Thank you for selecting a lot in Waterstone as your building site . In an effort to make the building process easier , this document summarizes some important information you may find helpful . BUILDING PLAN APPROVAL: An Architectural Review Board is established in the Declaration to review lot development plans for each home constructed in the Waterstone neighborhoods . Before a building permit can be obtained, each builder must submit at least two complete sets of floorplans , including the foundation plan, all four elevations , and a plot plan completed and stamped by a registered professional engineer . Building plans will be considered incomplete if not accompanied by a plot plan, and final approval will be withheld. Please see the attached plot plan checklist for a complete list of items that your engineer must include. We are happy to mail or fax a copy of this checklist to your engineer upon request . Plans should be delivered to the Brenwick office at 9502 Angola Court ; please allow three to four days for approval . Please read the conditions for approval written on your plans ; you will be held responsible for making any requested changes . BUILDING STANDARDS : The members of the Architectural Review Board -- George Sweet , Will Wright and Ursell Cox -- will pay particular attention to design balance, symmetry, and detailing. Natural materials are encouraged; vinyl and aluminum siding and aluminum porch columns are prohibited. T 1-11 is prohibited. In Windpointe and Bayhill , chimneys are to be of a masonry, stucco or synthetic stucco construction. No wood chases will be approved. In , Stonewick, chases in front of the main ridge of the house must be masonry , stucco or synthetic stucco; chases behind the main ridge of the house must be masonry, stucco, synthetic stucco or wood. ;e Brenwick Companies Per the zoning standards and/or the Declaration, minimum standards are as follows : STONEWICK pAYHILL WINDPOINTE Minimum lot width at building line: 80 feet 100 feet 120 feet Minimum front yard: 35 feet 35 feet 40 feet Minimum side yard: 5 feet 10 feet 10 feet Aggregate of side yard: 15 feet 25 feet 30 feet Minimum rear yard: 20 feet 20 feet 20 feet Maximum lot coverage: 35% 35% 35% Maximum heightl: 25 feet 25 feet 25 feet Minimum size of residence in finished square feet One-story structure: 1600 sq. ft . 2000 sq. ft . 2500 sq. ft. Higher structure --total : 1800 sq. f t . 2400 sq. f t . 3000 sq. ft. --ground floor : 1200 sq. f t . 1400 sq. f t . 1600 sq. ft. --upper floor : 400 sq. f t . 600 sq. f t . 800 sq. ft. PRELIMINARY APPROVALS: If you have preliminary house plans and would appreciate knowing whether they would be approved for Waterstone , please send us a set of the plans and George Sweet will review them for you. The Architectural Review process is designed to protect your neighborhood and is for your benefit as well as ours ; please let us know if we can assist you with any questions or concerns . 1Building height is defined in the Carmel/Clay Township Zoning Ordinance as "The vertical distance from the lot ground level to the highest point of the roof for a flat roof ; to the deck line of the mansard roof ; and to the mean height between eaves and ridges for gable , hip and gambrel roofs . " Brenwick Companies EXTERIOR COLORS AND MATERIALS : Exterior colors and materials can be approved at a later date , but in all cases those items must be approved before masonry work, painting and/or roofing begin. For your convenience , an exterior colors and materials submittal sheet has been attached. Please attach paint or stain color chips and pictures of selected brick and roofing materials . LANDSCAPING PLANS: A landscaping plan must be submitted for every lot . Each landscaping plan will be reviewed by landscape design consultants who will recommend to the Architectural Review Board whether such plan should be approved, approved subject to conditions or disapproved. Plans are to be submitted within sixty ( 60 ) days after the start of the foundation. The Declaration requires that landscaping be installed within thirty (30) days following substantial completion of the residence . Minimum amounts to be spent on plant materials for the front and side yard only will be specified on your architectural plans when they given approval . The current minimum plant expenditure amounts (not including intallation, labor , or seeding or sodding of the lawn) in Waterstone are: Stonewick -- $2500.00; Bayhill -- $3500 . 00 ; Windpointe -- $4500 .00. Ten ( 10) days are required to review landscaping plans . Sizes and names of all plant material must be specified. Please make sure your landscaping plans are approved before you install landscaping. The Declaration provides for enforcement of these regulations . Landscaping plans must include trees from two categories . One ( 1 ) shade tree and two (2) flowering trees from the following list must be selected and placed on the property so that they are visible from the street : SHADE TREES FLOWERING TREES Red Maple (and varieties) Crabapple (and varieties ) Norway Maple (and varieties ) Hawthorne (and varieties ) Red Oak Pear (and varieties ) Marshall Seedless Ash Redbud Summit Ash (and varieties ) Dogwood (and varieties ) Linden Magnolia The trees must be of at least a two (2 ) inch caliper . ne Brenwick Companies SIDEWALKS: Sidewalks are required in front of all homes in the Waterstone neighborhoods . These must be installed by the builder within thirty days of substantial completion of the home . As of this printing, Carmel is preparing to pass new sidewalk guidelines . It is recommended that you check with the Department of Community Development ( 571-2444 ) to verify standards prior to sidewalk installation. The proposed guidelines the City has provided are as follows : Concrete sidewalks and driveway aprons shall be constructed as shown on approved plans and in conformance with Figures 10- 14 through 10-18 . Concrete quality and construction requirements shall conform to those for Rigid Pavement . Wheel-chair curb ramps , meeting the requirements of the ADA 1990, shall be included as required. Concrete shall be deposited on dampened, compacted subgrade . Sidewalks and aprons shall be jointed by tooling or sawing to control cracking, in accordance with the approved construction plans and Figures 10-14 through 10-18. The depth of contraction joints shall be one-fourth ( 1/4 ) the thickness of the slabs . Joints shall be spaced so that the length-to- width ratio of the panels does not exceed 1 . 25 . Sidewalks shall be separated from curbs and concrete driveways by full- depth isolation joints , one-quarter inch ( 1/4" ) thick. Surfaces shall be textured with broomed or wood float finishes . Curing to protect the concrete from loss of moisture and extreme temperatures shall begin immediately after texturing and the loss of water sheen. Edges shall be cured as soon as forms are removed. Sidewalks and aprons under construction shall be protected from rain and traffic . LOT MAINTENANCE DURING CONSTRUCTION: Each builder and/or lot owner is responsible for maintaining his/her site in a clean and orderly manner . Lots should be kept clean and mowed. Do not dump trash on other lots within Waterstone . An on-site trash dumpster is recommended. Please also be conscious of erosion control measures . It is extremely helpful to have straw bales placed along the curbs to prevent mud from flowing onto the street and into the storm sewers . ie E3renwick Companies A new re-usable product called silt fencing is now available for the same purpose . Please call us if you would like more information. Please remember that the Waterstone contracts contain a set of Development Standards to which you must adhere. These include : a) When the basement and/or foundation of the residence is constructed, stone shall be installed over the path of the driveway as shown on the approved building plans , which stone shall be level with the curb at the lot line to avoid curb break-up. b) The surface and sub-surface drainage system shall not be altered in any way from the conditions specified in the development plan for the subdivision and in the approved building plans for the lot . c) All trash generated on the lot shall be hauled away from the subdivision on a regular (not less than weekly) basis and the construction site shall be kept neat and orderly at all times . d) Construction on the lot shall be undertaken in such a manner I as to preclude debris entering or blocking the storm sewer inlets. e) Water service cuts shall not undermine the curbs or alter the sub-surface drainage system. Any excavated area which adjoins the curb will be backfilled with #53 stone to within 10 inches of the top of curb. f ) The lot shall be seeded and/or sodded immediately following the final grading of the lot in order to avoid erosion on the lot . After rough grading and before final grading, straw bale dams and/or silt fence will be used to control erosion. Vehicles shall not be driven across other lots ; trash shall not be deposited on adjoining lots . Mud tracked onto the streets shall be scraped off in a timely manner . Whenever possible, vehicles should be parked on one side of the street to insure that traffic can flow through the area smoothly. The Lot Owner and the Builder are responsible for ensuring that these standards are met . If Brenwick Development Company, Inc . is forced to take corrective action, you will be billed. 11.1 ie Brenwick Companies OTHER QUESTIONS OR CONCERNS : Please remember that we are here to assist you, and feel free to call us with any questions . You can reach us at 875-7755 ; if we are unavailable , please leave a message and we will return your call as soon as possible . Thank you for selecting Waterstone : MARKETING STAFF: marketing -- Ann Parker voice mail : 290-7536 sales -- Sandra Bunny voice mail : 290-3747 plan approvals -- Ila Badger voice mail : 290-3749 DEVELOPMENT SUPERVISOR: Ursell Cox voice mail : 290-7561 ,e Brenwick Companies • PLOT PLAN CHECK LIST 1 . Proposed house shown on plan. 2 . Set back dimensions from front property line, side lines and rear line. 3. Driveway: location, size, type of material and existing and proposed elevations . 4 . All existing improvements: public street, storm sewer, sanitary sewer, water mains , sub-surface drain hook-up, etc. . . 5 . Proposed improvements: walks (public and private) , patios, fences, pools, etc. . . 6 . Proposed hook-ups to : sanitary, water and sump pump. 7 . Proposed and existing grades: at corners of house, lot corners, side lines and within 20 ' of house. 8. Proposed floor elevations for 1st floor, basement and garage. • 9 . All easements and set back lines as shown in recorded plat. 10. All bearings and dimensions as shown on recorded plat. 11. Flood protection grade if it applies. 12. Erosion control notes. 13 . If water service is on the other side of street, a statement that the area of tap will be restored to original condition. EXTERIOR COLORS AND MATERIALS SEEET Project Lot No. Builder/Owner Brick or Stone Shingle Paint or Stain Color Trim Submitted by: Date: — Approved Disapproved Date 6/91 MEMORANDUM TO: BRENWICK BUILDERS AND HOMEOWNERS Brenwick Development Company, Inc. believes that our requirements and review process for Landscaping Plans enhance our subdivisions, making them more attractive to potential buyers and residents. We expect all our builders and homeowners to participate in this important process. Some people contract with professionals to draw their Landscaping Plans, others prefer to draw their own. As you know, the basic requirements are outlined in the Covenants of each subdivision and repeated in the Builders Memo handout. To more clearly define our expectations and to better clarify the minimum standards we have compiled the following information which we hope will be helpful to you when creating your Landscaping Plans. We appreciate your support of our Brenwick communities. If we can be of further help, please call Ila at 875-7755. GENERAL LANDSCAPING STANDARDS for BRENWICK COMMUNITIES A landscaping plan must be submitted for every lot. A separate landscaping committee, authorized by the Architectural Review Board, will approve these plans. Plans are to be submitted within sixty (60) days after the start of the foundation. Per the Declaration, landscaping should be installed within thirty (30) days following substantial completion of the residence. Minimum amounts to be spent on plant materials for the front and side yards only will be specified on your architectural plans when they are first submitted. These amounts do not include seeding or sodding, and do not include installation and labor costs. The landscaping committee requests ten (10) days to review plans. Names and sizes of all plant material must be specified. Please make sure your landscaping plans are approved before you install landscaping. Brenwick Development Company, Inc. is serious about enforcing these regulations and will take legal action if necessary. mi Landscaping plans must include trees from two categories. One (1) shade tree and two (2) flowering trees from the following list must be selected and placed on the property so that they are visible from the street. SHADE TREES (nick one) Red Maple (and varieties) Norway Maples (and varieties) Red Oak Marshall Seedless Ash Summit Ash (and varities) Linden FLOWERING TREES (nick two) Crabapple (and varieties) Hawthorne (and varieties) Pear (and varieties) Redbud Dogwood (and varieties) Magnolia The landscape committee specifies that trees be of at least a two (2) inch caliper. LANDSCAPING BUDGET GUIDELINES $2500.00 LANDSCAPE PLAN 7 (seven) PLANTS FROM GROUP A 9 (nine) PLANTS FROM GROUP B 9 (nine) PLANTS FROM GROUP C 7 (seven) PLANTS FROM GROUP D 2 (two) PLANTS FROM GROUP E 2 (two) PLANTS FROM GROUP F 1 (one) PLANT FROM GROUP G $3000.00 LANDSCAPE PLAN 10 (ten) PLANTS FROM GROUP A 12 (twelve) PLANTS FROM GROUP B 9 (nine) PLANTS FROM GROUP C 10 (ten) PLANTS FROM GROUP D 2 (two) PLANTS FROM GROUP E 2 (two) PLANTS FROM GROUP F 2 (two) PLANTS FROM GROUP G $3500.00 LANDSCAPE PLAN 11 (eleven) PLANTS FROM GROUP A 13 (thirteen) PLANTS FROM GROUP B 13 (thirteen) PLANTS FROM GROUP C 12 (twelve) PLANTS FROM GROUP D 2 (two) PLANTS FROM GROUP E 3 (three) PLANTS FROM GROUP F 2 (two) PLANTS FROM GROUP G $4500.00 LANDSCAPE PLAN 13 (thirteen) PLANTS FROM GROUP A 111 17 (seventeen) PLANTS FROM GROUP B 17 (seventeen) PLANTS FROM GROUP C 13 (thirteen) PLANTS FROM GROUP D 3 (three) PLANTS FROM GROUP E 3 (three) PLANTS FROM GROUP F 3 (three) PLANTS FROM GROUP G $5000.00 LANDSCAPE PLAN 16 (sixteen) PLANTS FROM GROUP A 29 (twenty) PLANTS FROM GROUP B 17 (seventeen) PLANTS FROM GROUP C 16 (sixteen) PLANTS FROM GROUP D 3 (three) PLANTS FROM GROUP E 3 (three) PLANTS FROM GROUP F 4 (four) PLANTS FROM GROUP G Note: The above suggestions are only examples of many combinations of plant materials that may be used to satisfy the Landscaping Requirements of Brenwick Development Company, Inc. GROUP A: EVERGREEN AND SEMI-EVERGREEN SHRUBS AZALEAS YEWS PJM RHODODENDRON MUGHO PINE BOXWOOD HOLLY GROUP B: DECIDUOUS SHRUBS (small) BARBERRY 111 COTONEASTER SPIREA FLOWERING QUINCE DWARF FORSYTHIA BURNING BUSH DWARF LILAC HYDRANGEA POTENTILLA GROUP C: DECIDUOUS SHRUBS (large) RED OSIER DOGWOOD WEIGELA FORSYTHIA COMMON LILAC VIBURNUMS PURPLE LEAF PLUMS GROUP D: JUNIPERS 15" TO 18" BLUE CHIP ANDORRA BROADMOOR PROCUMBENS GROUP E: SHADE TREES 2" caliper (pick (1) one, minimum) MAPLE OAK LINDEN SWEET GUM LOCUST TULIP ASH GROUP F: ORNAMENTAL TREES 2" caliper (pick (2) two, minimum) DOGWOOD HAWTHORN MAGNOLIA SERVICEBERRY PEAR REDBUD CRABAPPLE GROUP G: CONIFERS 6" TO 7" WHITE PINE DOUGLAS FIR COLORADO SPRUCE AUSTRIAN PINE HEMLOCK I I I I w m/ 1 i___!__ i 1 =I ,..,. -- • . N N C I CD — — co Y C o I U ° EC C C O W Y e' a> a) O ami C) w < U C N C V h- cm°' C = W 1 ,., cn C. C C ` N ~ 1 c.n© a VI C O Li- C::) i C) o ZOo < < « < _ i .. w O < Q •2 = V U ~ ._.. U v W �= Z 0 _O c C V ° 4, ,- en CC -J C. t -\� ba o W1•• •V7QO = O W Wu-) ©J< OU WUZCOO Lil 1.+J J ww Q Q, C N 0 Z I ? = U) I Q < ~ .-. UU V W O U . � Z CO w In a� Q W W c.+ o C O t`- J L) O o ; Z U < L_ y 0 7• - O J o w ` J Z Cl_ Cl)CCl) a W w 'C < W W C Cn v co -' U - HOZ < O < C � o : C} C.., U) U. t= om C a •� f— pW � Z YW cu �` QZ ZzVO < N c �` (J) 1--, W F•- ... 0 `` � � pO Qtl7u WO E ` = tZ V --IC 0 � J �• > 0 UD OuF- 1� 0 JUN Z r° � W < LU Z W < o C 1LI) - — OU = U) Y C N C C tG O I v d U c F. ZNI C N - M/8 CITY OF CARMEL STANDARDS TYPICAL SECTION - LOCAL STREET REVISED FIGURE 10-1 , Property Line 7-Back Of Curb 4'-0" Min. 1 1'-C' Graded Lawns Slope /ft. Min " Tp. �q�l •. • � , .. .4" Siaewalk - ' ' L V.-4" Top Soil * Backfill ' y • w Prepared Subgrade TYPICAL SIDEWALK SECTION NOT TO SCALE * THE SPACE BEHIND THE CURB SHALL BE FILLED WITH SUITABLE MATERIAL TO THE REQUIRED ELEVATION AND COMPACTED IN LAYERS NOT TO EXCEED 6' IN DEPTH. SUBGRADE OR BASE UNDER ALL CURBS, SIDEWALKS, AND DRIVES SHALL BE COMPACTED IN ACCORDANCE WITH SECTION 207.02 OF THE STANDARD SPECIFICATIONS. j c c a -' a� N Spacing Betweengi c H Transverse Joints H H c c Shall Not Exceed c 1.25 Times Width EE r Tooled Or Sowed Joints 4 Thickness . . ,_ -. . . .. ... •. . . • , Class "A: Concrete . . . . : , _ • c 1 4" Minimum Sidewalk Built With Driveways Shall Hove Minimum Thickness Of 5" Or Thickness Of Driveway Which Ever Is Greater. CONCRETE SIDEWALK NOT TO SCALE CITY OF CARMEL STANDARDS SIDEWALK DETAILS REVISED FIGURE 10-14 Existing Ground Line 4' Mm . Bond Breoker 15# Roofing Variable ..1;.,,���� �, Paper Min. A 4' •�����° zz Slope a/ft. .,•�___ I • "" 2:1 Mox. Slope Curb A --� • >\. • a' • —o Compacted Subgrade Variable— . \-- Existing Ground Compacted ? Granulor Backfill Existing Ground Line Bond Breaker 1/1 DETAIL A-A Scale: 2.= 1'—O" NOTE: SIDEWALKS BUILT WITH DRIVEWAYS SWHICH AVE IS MINIMUM THICKNESS OF 5" OR THICKNESS OF Scole: := 1'—C" CITY OF CARMEL STANDARDS SIDEWALK NEXT TO CURB REVISED FIGURE 10-15 A-1 Sidewalk Pi x\6\1i 11111111p ;. I, C \ '�I RomI I, �I:; 4'1\ I ' 1 1 I 111/1,7; /1,/; C 41 4, i I 'I j,,% Class "A" Conc. Maximum Ramp Slope 1./ft. A....j Back Of IsoCuron LJoint At ne PLAN VIEW Pavement i Rcrrmo i Sidewalk MEIMIKUNeselligailliNNIIIim Var, i Width Of t Vor. I Isolation Joint (Ramp 3' Mini Section "A—A" ..01B1NIEHEr lo t0 Contraction Joint (Typ.) Section "B—B" ;,..1, Section "C—C" W v• *. * * il°01WI .' w w -..''''. W � TYPE I — CITY OF CARMEL STANDARDS CURB RAMP FOR HANDICAPPED REVISED /,1 RE 10-16 i 1E Bond Breaker, Min. 15# Preformed Joint Roofing Paper Filler, Full Depth 20' Max. i 12' Min. +e 1' Min - T— T � I I i 1 i T -7 —T I I 1 1 I 1 1 — — L L Min. s' Conc. Sidewalk Plain 5' Topers � zr,1 12' Concrete � I Stondord Roll Curb —/ C Joint 1 Deep Other Joints As Required RESIDENTIAL DRIVE WITH ROLLED CURB AND GUTTER WITH SIDEWALK GENERAL NOTES: 1 . SUBGRADE UNDER ALL CURBS, SIDEWALKS KND DRIVES SHALL BE STANDARO SPECIFICATIONS COMPACTED IN ACCORDANCE WITH SECTION 207.02 OF THE 2. SIDEWALKS SHALL BE CONSTRUCTED IN ACROSS THE DRIVEWAY.ITHTHE APPROPRIATE STANDARD AND SHALL BE CONTINUOUS CITY OF CARMEL STANDARDS RESIDENTIAL DRIVEWAYS REVISED 1OURE 10-17 Bond Breaker Between Sidewalk And Driveway Both Sides 20' Max. Max. Slope On Wolk 12' Min 1' Per Foot E. 1' Min. \ FE — 7— 1 —T— --i --r T t71-7—II I r + _I I � _ L i Conc. Sidewalk ��c a� `�`� � Preformed Joint lic Preformed Joint c Filler Thru Curbs At Filler Thru Curbs At "' Radius Points Radius Points Min. 6" Plain fConcrete l Curb Curb 1 Q Joint .1 if Deep Other Joints As Required L Slope Of Drive Must Be Toward Street To Maintain Gutter Line PRIVATE DRIVE WITH CURBS (Integral, Combined, Monolithic Or Stroight Curbs) GENERAL NOTES: 1. SUBGRADE UNDER ALL CURBS, SIDEWALKS AND DRIVES HALL BE ACTED IN ACCORDANCE WITH SECTION 207.02 OF THE STANDARD SPECIFICATIONS. 2. SIDEWALKS SHALL BE CONSTRUCTED IN ACCORDANCE WITH WAYAPPROPRIATETHE STANDARD AND SHALL BE CONTINUOUS ACROSS THE D CITY OF CARMEL STANDARDS RESIDENTIAL DRIVEWAYS REVISED FIGURE 10-18 ACTION OF THE WATERSTONE ARCHITECTURAL REVIEW BOARD Acting pursuant to the authority granted by Paragraph 14(e) of the Declaration of Covenants and Restrictions for Waterstone, the Building Guidelines and Standards dated January 1, 1993 attached hereto are hereby adopted by the Architectural Review Board. Executed as of December 31, 1992. GeolditnilkA P. Sweet ill Wright C)9_12.2.Q Cers.:1, Ursdll W. Cox I TCH00810 i f 1 A A A A A A A A A 1 I