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        THIS DECLARATION, is made as of the date hereinafter set
forth by PULTE HOME CORPORATION, a Michigan corporation, (herein-
after referred to as "Declarant").

                                   TABLE OF CONTENTS

Paragraph                                                                                             -

            Definitions........           .............................                                1

            Association ......................................                                         ?I

            Use of Common Areas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
            Parking Spaces . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
            Mortgages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
            Insurance Requirements Generally . . . . . . . . . . . . . . . .
            Destruction, Condemnation and Restoration of
              the Common Areas.... . . . . . . . . . . . . . . . . . . . . . . . . . .
            Maintenance, Repairs and Replacements;
             .Right of Access........ . . . . . . . . . . . . . . . . . . . . . . .
            Alterations, Additions or Improvements . . . . . . . . . .
            Decorating ......................................
            Party Walls and Other St.ructures. . . . . . . . . . . . . . .
            Encroachment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
            Purchase of Lot by Association ..................
            Use and Occupancy Restrictions ..................
            Architectural Control. ..........................
 Exemption of Declarant from Restrictions . . . . . . . .                                      20

 Entry by Board or its Agent . . . . . . . . . . . . . . . . . . . . .
Maintenance and Repair of Structural
  Maintenance Areas . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  21
Public Dedication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                21
Copy of Declaration to New Members . . . . . . . . . . . . . .                                21
Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      21

Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       22

Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     24

Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        28

Perpetuities and Restraints on Alienation . . . . . . .                                       25

Rights and Obligations . . . . . . . . . . . . . . . . . . . . . . . . . .                    25

Wa.iver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25

Protection of Eligible Mortgage Holders . . . . . . . . .                                     25

Professional :danagement Agreement . . . . . . . . . . . . . . .                              26

Common Areas Owned by the Association . . . . . . . . . . .                                   26

Comion Area Maintenance E q e n s e s . . . . . . . . . . . . . . . .                         27

Phased Plan of Development; Changes to Units
in Subsequent Phases . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  31
                             W I T N E S S E T H :
         WHEREAS, Declarant is the sole owner of that c e r t a i ~r e 2 1
 property situated in the City of Chandler, County of i.!arico,a,
 State of Arizona, which is more particularly described on Exhibit
 "A" attached hereto and incorporated herein by reference (herein-
 after referred to as the "Property"); and
        WHEREAS, Declarant further desires to establish for its
own benefit and for the mutual benefit of all future owners or
occupants of the Property or any part thereof, certain easements
and rights in, over and upon said Property and certain rnutcally
beneficial restrictions and obligations with respect to the
proper use, conduct and maintenance thereof; and
        WHEREAS, Declarant desires and intends that the Lot
Owners, Mortgagees, beneficiaries and trustees under trust deeds,
occupants and all other persons hereafter acquiring any interest
in the Property shall at all times enjoy the benefits of, and
shall hold their interests subject to, the rights, easenents,
privileges and restrictions hereinafter set forth, all or' which
shall run with the land and be binding upon the Property and all
parties having or acquiring any right, title or interest in or to
the Property, or any part thereof, and shall inure to the benefit
of each 0wne.r thereof, and all of which are declared to be in
furtherance of a plan to promote and protect the cooperative use,
conduct, operation and maintenance of the Property and are
established for the purpose of enhancing and protecting the
value, desirability and attractiveness thereof.
         NOW, THEREFORE, Declarant, as the sole owner of the
Property and for the purposes hereinafter set forth, declares as
        1.    Definitions.  As used herein, unless the context
otherwise requires, the following terms shall have the following
              1.1   "Association" means The Townes at Southpark
Homeowners Association, an Arizona nonprofit corporation, its
successors and assigns, formed or to be formed by the Declarant,
and unless otherwise provided, shall mean and include its board
of directors, officers and ocher authorized agents.
                     1.2   "Board" means the Board of Directors of the
~ s s o c i t ion.
              1.3   "Common Areas" means all of the real property
designated as Tracts P, G      3        and   =
                                              ;    on the Plat as
described herein, together with all other real property now or
hereafter owned b y the Association, its successors a n d assigns
for the common use and enjoyment of its members, including, but
not limited 'to, the parking areas, private drives, driverways,
landscaping, swimming pools and recreational areas and all
  appurtenances thereto which are necessary for the operation
  thereof, and all other areas of the Property except the Lots.
                1.4   "Constituent Documents" shall include this
  Declaration; the Articles of Incorporati02 of ths .?ssociatFcn
  which are, or shall be, filed with tne Corporation Commission of
  the State of Arizona, as said Articles shall be amended frca time
  to time; and, the Bylaws of the Association as such 3ylaws nay be
  amended from time to time.
                1.5   "Declarant" means Pulte Home Corporation, a
  Michigan corporation, its successors and assigns in the ownershi?
  of the Property for the purpose of the o r i g i ~ a l developmer,: and
  sale thereof.
                1.6   "Declaration" means this instrument by which
  the Property is submitted to a planned unit development, as fron
  time to time amended.
               1.7   "Improvement" means the buildings, roads,
 driveways, parking areas, fences, walls, hedges, plantings,
 planted trees and shrubs and all other structures or landscaping
 improvements of every type and kind.
                 1.8      "Eligible Hortgage Eolder" means the holder
  of a First ~ d r t g a ~ e
                          against a Lot who has in writing informed the
  Association of such Holder's address and requested notification
  of or the right to participate in (if applicable) certain nacters
  including any action to be taken by the Association pursuant to
- Paragraphs 7, 21 and 28 hereof.       "Eligible Xortgage" is a First
  Mortgage held by an Eligible Mortgage Holder.
               1.9   "Eligible Insurer or Guarantor" means az
 Insurer or governmental Guarantor of a First Mortgage on a Lot
 which has informed the Association of such Insurer's or Guaran-
 tor's address and requested n~tification of or the right to
 participate in (if applicable) certain matters including actions
 to be taken by the Association pursuant to 2aragraphs 7, 21 and
 28 hereof.

                 1.10   "Lease" means any agreement for the- leasing
 or rental of a Single Family Residence constructed on a Lot.
               1.11 "Lot" means each of che numbered or leczered
 parcels of real property designated on .tne Plat, together with
 all Improvements constructed or to be constructed thereon and
 appurtenances thereto, with the exception of the Common Areas. $ .
 Lot shall be deemed "improved" when a Single Family Residence has
 been completely constructed thereon.    All other Lots shall be
 deemed "undeveloped Lots". Each Lot shall be a separate freehold
               1.12 "Majority" or ":4ajority of Owners" means the
 Owners holding more than fifty percent (50%) of the votes en-
 titled to be cast with respect to the affairs of the Association.
              1.13 "Mortgaqe" means     any recorded, filed or
otherwise perfected instrument given in good faith a n d f 3 r
valuable consideration (which is not a fraudulent conveyance
under Arizona law) as security for the performance of an obliga-
tion, including without limitation a deed of trust, but shall n o t
include any instrument creating or evidencing solely a security
interest arising under the Uniform Commercial Code. ">loricacee"
means a person secured by a Mortgage, including a cruscee and
beneficiary under a deed of trust and "Mortgagor" means the party
executing a Mortgage. "First Mortgage" means a Mortgage which is
the first and most senior of all Mortgages upon the sane
              1.14 "Member1' means a person entitled to member-
ship in the Association as provided herein.
              1.15 "Occupant" means a person or persons, other
than an Owner, in rightful possession of a Lot.
               1.16 "Owner" means the record owner, whether one
or more persons or entities, of the fee simple title, whether or
not subject to any Mortgage, to any Lot, including a purchaser
under a n agreement for sale within the meaning of A.R.S. 533-741
et -
- sea., but excluding 'those having such interest merely as
security for the performance of an obligation.     In the case of
Lots, <he fee simDle title to which is- vested of record in a
trustee pursuant to Arizona Revised Statutes 833-801 - -
                                                      et sea., t?,e
trustor shall be deemed to be the Owner thereof.
              1.17 "Parking Space" means any parking space in
any parking area maintained by the Association, but does sot
include any driveway or parking area constructed upon any Lot.
              1.18 "?erson" means a natural individual, corpora-
tion, partnership, trustee or other entity capable of holdinc
title to real property.
                1.19 "Plat" means the subdivision plat of the
Property, recorded -dr,-.i, #;.%-
                            ,     , 19857, in Sook ' , of Naps,
page       , in   the office of the county Recorder of Maricopa
County, Arlzona, and any subsequently recorded subdivision plat
and all amendments thereto which cover the Property or a portion
thereof.   T h e Plat is hereby made a part hereof with the same
force and effect as if incorporated herein at length.
               1.20 ""ase"  means a particular parcel of property
  ich is part of the Property described on Exhibit "A" at cached
  reto.  Without limiting the foregoing, the Phases of develop-
  nt set forth in Paragraph 32 are not subject to this Declara-
tion except a t the time and in the manner provided in Paragraph
               1.21 "Property' means all of the real property
 described on Exhibit "A" attached hereto, as ihe 52x2 nay b e
 expanded pursuant to Paragraph 32 hereof.
               1.22 "Record" or "Recordinq" means the recsrd or
 the act of recording, in the office of the County Recorder of
 Maricopa County, Arizona.
               1.23 "Single Family" means a group of one or more
 persons, each related to the other by blood, marriage or leqal
 adoption, or a group of not more than five persons not all so
 related, together with their domestic servants, who maincain a
 common household in a Single Family Residence.
               1.24 "Sinqle Family Residence" means a toxnhcne,
 townhouse or patio home used as a residence for a Sinqle Fzmily.
              1.25 "Single Family ~ e s i d e n t i a lUse" means the use
of a Single Family Residence in conformity with this Declaration
and the requirements imposed by applicable zoning laws or other
state, county or municipal rules and regulations.
              1.26 "Structural Maintenance     Area" means   c:?e
roofs, gutters, downspouts and exterior building scrfaces
(structural walls only, excluding glass surfaces) of all Sir.qle
Family Residences constructed on the Property.
          2.    ~ s s o c i a t i o n . The ~ s s o c i a t i o nhas been, or vill 5e
 formed to serve as the governing body for all of the Ownsra for
 the protection, improvement, alteration, expansion, a u g m e n c a ~ i c n ,
disposal,     divestment,             redescription,          maintenance,    re3a1rf
 replacement, administration an8 operation of the Cot-mon .irezs,
 the assessment of expenses, payment of losses, disposition c f
hazard insurance proceeds received by the Association, and ocker
matters as provided in the Constiiuent Documents. The fi.ssocia-
tion shall not be deemed to be conducting a business of acy k i r . 6 ,
and all funds received by the Association shall be held a n d
applied by it for the Owners in accordance with :he provisisns of
the Constituent Documents. Each Owner shall be a Member sf :he
Association as soon and s o long as he shall be an Owner. Such
membership shall automatically terminate when an Owner ceases f3r
any reason to be an Owner, and the new O m e r shall likepiis?
automatically succeed to such membership in the Association.
 embers ship in the Association shall not be transferred,- jledped
or alienated in any way, except upon the sale of -the Lot to unich
it is appurtenant (and then only to such purchaser) cr by
intestate succession, testamentary disposition, foreclosure of a
Mortgage of record or other legal process transferring fee sim??e
title to such Lot (and then only to the Person to whom such Fee
simple title is transferred). Any attempt to make a prohibited
transfer of a membership will be void and will not be reccsnized
by or reflected upon the books and records of the Association.
              2.1   Classes    of M e m b e r s n i ~ ; Voting Fli~lits of
Classes.    The Association    shall have two classes of v o ~ i ? q
               Class A.       Class A Members shall be all Owners
       in Phase one (1) of The Townes at S o u t h ~ a r k and I 2
                                                             . -
       Phase ( s )    -2.       of The Townes at Southpark, 1 arc
       to the extent The Townes at Soucnpark is e:<?anded z . 2
       include such Phase(s) in accordance with Farssrasr! 3 2
       hereof, with the exception of the Declarant.        Class ..
       Members shall be entitled to one vote for each Lo:
       owned.      When more than one Person holds an interesc in
       any Lot, all such Persons shall be Members. The votinc
       for such Lot shall be exercised as such Persons aTonS
       themselves determine, but in no event shall more than or.?
       vote be cast with respect to any Class A Lot. The voce
       for each Lot must be cast as a unit and fractional voces
       shall not be allowed. In the event that joint O:.~ners aro
       unable to agree among themselves as to how their voce or
       votes shall be cast, they shall lose their rign: to voce
       on the matter in question. If any Owner or Owners casts
       a vote representing a certain Lot, it will thereafter be
       conclusively presumed for all purposes that such Owner or
       Owners were acting with the authority and consent of all
       other. Owners of the same Lot. In the event more char? oct
       vote is cast for a particular Lot d u r i ~ g a particzlar
       vote of the Association, none of said votes shal!, hs
       counted and said votes shall be deeeed void.
              Class B .    The Class B Nember shall be Declara-:
       and shall be entitled to three (3) votes for each 3 6 :
       owned in Phase one (1) of The Townes at Southpark and in
       Phase (s)              of The Townes at Southpark :r 2-6
       to the excent The T o m e s at Southpark is expanded : z
       include such Thase(s).   The total votes which Declarz?,:
       shall be entitled to cast may be cast in such propcrzie-
       on any inatter as Declarant may deterxine. Eacn Class 3
       membership shall cease and be converted to Class :.
       membership, without further act or deed, u p c n L ? ?
       happening of any of the following events:
                   2.1.1   Upon the conveyance by Declarazt cf
             any particular Lot to an Owner, other t h a n in
             connection with an assignment by Declarant of ell
             or substantially all of its rights under =his
             Declaration (including a pledge or assignner.-, 3~
             Declarant to any lender as security) as to so?? c r
             all of the Lots owned by Declarant. Any conversizn
             under this subparagraph shall occur only v i = n
             respect to the particular Lot or Locs so sold cr
             otherwise disposed of; or
                   2.1.2      With respect to all renaining Clsss s
             memberships,     upon the first to occcr of i h ?
                               (i)  Upon the expiration of One
                      Hundred Twenty (120) days following the firs:
                      date when the total votes outstanding in t h e
                      Class A membership equal or esceed the total
                      votes outstanding in the Class B membershi?,
                             (ii)   Five    (5) years   after   tk.2
                      conveyance of the first Lot to a Lot 0:.;ner
                      other than Declarant.
        For purposes of determining the above conversicn of
        Class B Membership to Class A embers ship, the votes of
        the Members shall be calculated as though there vere
               1 I-
                  \          (     ) Lots in the Property, said    e,,.! - ,

         (              ) Lots being the planned total for the Propercy as
        set forth in Paragraph 3 2 , with the voting rights of z11
               \J+?\       (      ) Lots allocated to Declarant except for
        the voting rights for Lots which vest or have vested in
        other Lot Owners, provided however, that the foregoinq
        provision shall forever expire and cease to be effective
        o n the fifth anniversary of the close of escrow for the
        sale of the first Lot.              Thereafter, the conversion of
        Class B Nembership to Class A Membership under Paragrapn
        2 . 1 . 2 . ( i ) shall be calculated based on the actual nuinber
        of Lots in the Project.
        If any lender or other Person to whom Declarant has
        assigned, or hereafter assigns, as security or otner:.~is?
        all or substantially all of its rights under this
        Declaration succeeds to the interest of Declaranc by
        virtue of said assignment, the Class 3 Memberships shall
        not be terminated thereby, and such lender or o ~ h e r
        Person shall hold the Class B Memberships on the sane
        terms as such were held bv Declarant pursuant hereto.
        Pursuant to the terms of this paragraph and ?aragrzph 3 2
        hereof, the relative voting strength of the Declarani 2 n d
        the other Owners may change, and control, even t i o n ~ h
        vested in other Owners, may nevertheless revert to the
        Declarant, by virtue of the provisions of such parsgraphs
        if and to the extent The Townes at Southpark is expandeC
        to include Phase(s)    2.       in accordance with 3ara-
        graph 3 2 hereof.
               2.2   Qualifications of Directors.   Each direcior
shall. be an Owner or the spouse of an Owner (or if a n Owner is a
corporation, partnership or trust, a director may be an officer,
partner or beneficiary of such Owner). If a director shall cease
to meet such qualifications during his term, he will t h e r e u p o ~
cease to be a director, and his place on t h e Eoard shall be
deemed vacant.    The requirements of this subparagraph shall noi
apply to directors elected as a result of any of the votes cast
by the Class 'B Member.
               2.3   Board's Determination Binding.    S u b j e c ~ to
the right of 2ny Owner to institute an action at law or in eqnity
pursuant to the provisions of Paragraph 21 hereof, in the event
o f any dispute or disagreenent between any Owners relating to the
Property, or any question of interpretation or application of ihe
provisions of the Constituent Documents, the determination
thereof by the Eoard shall be final and binding on each and all
of such Owners.
              2.4   Additional Provisions in Articles of Incor-
poration and Bylaws of the Association. The Articles and Sylaws
may contain any provision not inconsistent with law or with this
Declaration reiating to the conduct of the affairs of the
Association and the rights and powers of its directors, officers,
employees, agents and Members.
          3.    Use of Common Areas. There shall be appurtenznc to
each Lot in Phase one (1) of The Townes at Southpark, and each
Lot in Phase(s)       -2.     if and to the extent The Townes ac
Southpark is expanded to include such Phase(s), a non-exclusive
right and easement to use the Common Areas in common with all
other persons entitled to use the Common Areas as may be required
for the purposes of access, ingress and egress to and from, and
the use, occupancy and enjoyment of the Lots and the C o m o n Areas
for their intended purposes a s provided herein. Such richt and
easement shall extend to each Owner and Occupant and the aqzncs,
servants, tenants, family menbers 2nd invitees of each Owner and
Occupant in Phase - one (1) of The Townes at Southpark and each LGC
in Phase(s)        Y       if and t@ the extent The Townes a      :
Southpark is expanded to include such Phase(s). Such r'ighc asd
easement shall be subject to such limitations, restricclons,
rules and regulations as may from time to time be promulgated b y
the Board, and shall be subject to and governed by the provisions
of the Constituent Documents. The 2oard shall have authori::~ ~o
lease, convey easements or grant concessions consistent wizi ;?I?
overall character and use of the Property with respect to p z r ~ s
of the Common Areas and to change the character, descripticr and
use thereof, subject to the provisions of- the Constituent X c u -
ments.      Any funds received by the Association from leas2s,
concessions or other sources shall be held and used for c h ?
benefit of the members of the Association pursuant to such rcles,
resolutions or regulations as the aoard may adopc or prescribe.
Notwithstanding any other provision hereof to the contrary,
Declarant shall be entitled to exclusive access to and occzpancy
of a l l or any portion of any Lot until such time as any conscruc-
tion thereupon has been completed and the particular Lot has b e e 2
conveyed to an Owner by Declarant, and Declarant shall be
entitled to non-exclusive access to and occupancy of all or any
portion of the Common Areas until such time as all Lots have been
conveyed to Owners other than Declarant including all Lots in
Phase(s) ,        if and to the extent The Townes at Southparrc is
expanded to include such Phase(s). Notwithstanding any provision
in the Constituent Documents, there shall be no restriction -con
any Owner's right of ingress and egress to his or her Lot, ahich
right shall be perpetual and appurtenant to the ownershi9 of scch
Owner's Lot.
        4.    Parking Spaces.   There shall be two types of
Parking Spaces, called "Restricted Parking Spaczsl' and "Gues:
Parking Spaces."
               4.1   Restricted       Parkinq       Spaces.     ..-s c r i c z ~ d
 Parking Spaces shall constitute parc of ihe Cor?non A r e a s ar.c
 shall consist of those Parking Spaces assigned by t k e Associatisn
 to a particular Lot. The ~ s s o c i a t i o nshall assign, upon c h e sale
 and conveyance of each Lot to an Owner other than Declarant, 0 3 2
 (1) covered Restricted Parking Space to such Lot. The riaht to
use a Restricted Parking Space shall constitute an irrevocakle
license granted by the ~ s s o c i a t i o n for the use or' such Parking
Space. Notwithstanding the foregoing, Parking Space assignments
are subject to reasonable change by the Board to r'acilicacs
overall improved convenience to the Owners provided thac eack
Owner is assigned one (1) covered Parking Space ac all tines. xo
right to use a Restricted Parking Space shall be sold, leased,
mortgaged, assigned or otherwise transferred separate from the
particular Lot to which it has been assigned provided, 'nowever,
that two or more Owners may, with the prior written conseni cf
the Board, agree to exchange the right to use particular Restric-
ted Parking Spaces assigned to their Lots provided, further, tkac
any such exchange agreement shall result in all Lots affeczed
having been assigned at least one of the Restricted ? ~ r k i z ~
Spaces.    A complete list or' the names and addresses of tke
persons entitled to use the Restricted Parking Spaces shall 52
maintained by the Association at all times, and. the Associatic;.
may, but shall not be obligated to, exclude E r o m any X e s c r l c ~ e d
Parking Space any person who is not s o listed.
              4.2   Guest Parking Spaces. Guest ?arking Spacss
shall be part of the Common Areas and the Board shall nave full
authority to establish, operate, and manage the Guest Parkin2
Spaces for and on behalf of all Owners, and the use thereof shall
be subject to such rules and regulations as may be imposed b y the
              4.3   Liability of Association.         Neitner ihe
Association nor the Board shall assume any liability of any kind
or nature with respect to any vehicles noving !.lit'nin or parked
upon any portion of the Common Areas.    Any person operacing or
parking any vehicles within the boundaries of the Com.non Areas
shall do s o entirely at such person's own risk and shall indem-
nify and hold both the Association and the Board harmless Ersn
and against any and all claims, demands, actions, causes o f
action and proceedings arising out of the presence or use of a n y
such vehicle within the boundaries of the Comnlon Areas.
        5.    Mortaaaes.  Each Owner shall have the right,
subject to =he provisions hereof, to make separate Nortgages
against his Lot. No Owner shall have the right or authority to
make or create or cause to be made or created a n y f.!ortsace, z r
other lien or security interest, on or affecting the 2roperty c r
any part thereof, except to the extent of his Lot.
         6.    Insurance Requirements Generally. T h e .Associazizn
shall obtain and maintain in full force and effect at all : ~ z ? s
certain casualty, liability and other insurance as herei~zfcer
provided.   All such insurance shall be obtained, to the s : . : c s z i
possible, from responsible companies duly authorized to do
insurance business in the State of Arizona with a racinq in
Best's Insurance Guide (or any comparable publication) of a c
least A-AAA (or any comparable rating). A11 such ir,surance, = o
the extent possible, shall name the Association or its authorizsd
representative or trustee as the Insured. The Eoard snall revie:;
all such insurance at least annually and shall increase t?,e
amounts thereof as it deems necessary or appropriate.      .- 0 :P.s
extent possible, such insurance shall:
               (1) Provide for a \raiver of subrocation 5 : ~ : ?  :e
        insurer as to claims against the Association, i - -        La
        directors, officers, employees and agents and aaainst
        each Owner and each Ovrner's employees, agents azd
        invitees, and against each Mortgagee of all cr Z R : J ?:
        of the Property or of any Lot, and any other person fcr
        whom the Association, any Owner or Mortqagee XE:;          5s
        responsible and shall provide for recosnicion cf ;       a
        authorized represen~ativeor trustee of the ?.ssocia~ioz,
        if applicable;
              (2)   Provide that any "no other insurance" clazss
        in the insurance policy shall exclude .any policies cf
        insurance maintained by any Owner or Mortgagee of all cr
        any part of the Property or any Lot and that the insur-
        ance policy shall not be brought into contribuii~l?W L : .~
        insurance maintained by an Owner or Mortgagee of all G Z
        any part of the Property or any Lot;
              (3)                                          . .
                    Provide =hat the policy of insurance szail
        not be terminated, cancelled or substantially modifiod
        without at least thirty (30) days' prior vricten notice
        to the ~ssociationand all First Mortgagees;
              (4)   Contain a standard "without contribc=lon"
        Nortgage. clause endorsement in favor or' the Nortqacee,
        its successors and assigns, of any Lot;
              (5)   Contain, if available, an "agreed amoun:"     and
        "inflation guard endorsement";
              (6) Contain a "severability of interest endorse-
        ment" which shall preclude the insurer from denyicg t:7.2
        claim of any Lot Owner or the Association due to the
        negligent acts of the Association or any Ownsr(s),
        Under no circumstances shall any policies of insurance b e
obtained where ( i ) under the terms of the insursnce carrisr's
charter, bylaws or policy, contributions or assessments n a y r;e
made against the Association, any Lot Owner or any I.!ortgagee; cr
(ii) under the terms of the insurance carrier's charter, oyla:.;~
or policy, loss payments are contingent upon action b y c?.s
insurance carrier's board of directors, policy holders 3:
members; or (iii) the policy includes any limiting clauses (oth3r
than insurance conditions) which could prevent any Lot Ot.,/rieror
any Mortgagee from collecting insurance proceeds.
        Such public liability and property damage insurance r a ]
provide for coverage of any cross liability claims of Owners
against the Association or other Owners and of the Associatica
against Owners without right of subrogation.      Any insurance
policy may contain such deductible provisions as the Association
deems consistent with good business practice.
        Certificates of insurance coverage or copies of inssrance
policies shall be issued to and at the expense of each O w n e r a-d
each Mortgagee who makes or on whose behalf written requesr, is
made to the Association for any such certificate or copy.
        The cost and expense of all insurance obtained b y cb.2
Association, except insurance covering additions, a l t e r a ~ i o n sc r
Improvements made to a Lot by an Owner or other insurazce
obtained at the request of and specifically benefitting a             :
particular Owner, shall be a Common Sxpense under Parzagrash 2 i .
              6.1   Casualty insurance.    The Association shall
obtain and. maintain a master policy or policies of casualty
insurance covering the Common Areas, the Lots and all Improve-
ments, excluding any personal property situated ugon the L o ~ s
including any personal propercy situated upon the Common Areas,
insuring against loss or damage by fire and such other hazards as
are covered unCer standard extended coverage poiicies, for c c =
less than one hundred percent (100%) of the replacement cost of
the Common Areas, the Lots and all Ixprovements (exclusive of the
land, foundations, excavations and other items normally exciudee
from coverage), as determined on an annual basis by an appraisal
made in accordance with the rules and regulations of the Soar2 of
Underwriters or like board or bcdy recognized and accepted by t h s
insurance company or companies writing such insurance, and a
National Flood Insurance Association Standard Flood Insurancs
Policy, unless such insurance is not available or the Assaciacio-
determines that the Common Areas ane Lots are not located within
a flood hazard area. Such master policy or policies of casual::]
insurance shall, to the extent available, contain a standard 21:
risk endorsement and shall insure against all other perils :~nicr.
are customarily covered with respect to townhouse prcjects v n i c ~
are similar in construction, location and use.
               6.2   Proceeds from Insurance.        If any of t h e
 improvements on the Property are damaged by fire or o ~ h e r
 casualty, insurance proceeds payable to the A s s o c i a ~ i o n shall be
 used to rebuild or repair such damage substantially in zccordznce
with original plans and specifications therefor. 1 e n   : r s added by
Owners to their Single Family Residences after the initial
                                                             L '
construction thereof shall be rebuilt or replaced a c ~ n e         ex3ense
of the Owners or their insurers to the extent insurance proceeds
payable to the Association are insufficient therefor. Any excess
insurance proceeds shall be deposited to the general funds of the
~ssociation. In the event the proceeds of the Association's
insurance policy are insufficient to rebuild or repair tF.3
damaged Improvements (not including custom-built items for whick
individual Owners are responsible), then the Association nay use
funds from its general account or, if necessary, from levying a
special assessment on all Lot Owners to restore or rebuild said
Improvements.   The Association's use of funds from its cjeneral
account or levy of a special assessment shall not constitute a
waiver of the ~ssociation'sor any Owner's right to insticute any
legal proceeding or suit against the Person or Persons respons-
ible, purposely or negligently, for the damage.
                    6.2.1   Total Destruction.    In the evenc the
Property subject to this Declaration is totally or subsianciai~-  --
damaged or destroyed, the First Mortgagees shall receive i i ~ e l y
notice thereof. The repair, reconstruction or dispositio? cf :he
Property and insurance proceeds shall be as ?rovidec 3 ; a-
agreement approved by not less than fifty-one percent ( 5 1 3 3:
the votes of each class of nenbership and not less than seveccll-
five percent (75%) of all First ;4ortgagees (bas213 on one ( 1 ) *,fzre
for each Mortgage held].
                  6.3   Public Liability and Prcoerty Darnace z s c r -
ance.       The Association snall obtain and maintain cornprekensi~r~
~ u b l i cliability and property damage insurance covering liabili-7 L /

                                                             - -
for bodily injury, including death, and liability for Drsoer:.;
damage occurring in, upon or about the Ccnrnon Areas a7.c cne
Lots. The Association and all Lot Owners s h a i l be icsurec :.I::?
respect to such liability arising out cf the ownership, ziai5:en-
ance, repair or operation of the Property.                            of
                                                      The l i r n ~ ~ s
liability for such coverage shall not be less chan S1,000,000.03
for each occurrence with respect co bodily injury and pro?er;:i
damage.       The Association shall also obtain a!~d mainiai: s ~ z a ~ ,
boiler explosion insurance with iimits of liability of Z Z i lsss
than $100,000.00 per occurrence in the evenc chere is a s:eam
boiler in operation within the Common Areas.
              6.4   Workmen's    Compensation   and   Employer ' s
Liability Insurance. The Association shall obtain and rnairl~aiz
workmen's compensation and employer's liability insurance as may
be necessary to comply with apglicable law.
              6.5  Fidelity Bonds. The Association shall obtain
and maintain bonds covering all persons or entities which handle
                                                              .   .
funds of the Association, iricludinq without l:zt~tacion 2 : : ~
~rofessional manager employed by the Association a n d a n y G' succ
hrofessional manager's employees, in amounts not less :?.an
maximum funds that will at any tine be in the posssssion of the
Association or any professional manager employed b y the Issocia-
tion but, in no event less than the total of assessments for a
three (3) month period on all Lots and all reservre- . f 2 r . d ~ azin-
tained by the Association. With the exception of a z ~ d e l i t yb c n d
obtained by a professional manager covering such professicnal
manager's employees, all fidelity bonds shall name ~ h e s s c c i a -
tion as an obligee.    In addition, all such bonds shall r o - r i d e
that the same shall not be terminated, cancelled or s c b s ~ a n ~ i a l l y
modified without at least thirty (30) days1 prior L.jritten xotice
to the Association.
                    6.6      Other Insurznce bv the Plssociation.          The
Association shall also have the power and autnority 20 ootain and
maintain other and additional insurance coverage, inclucinq, b u k
not limited to, casualty insurance covering personal progeriy o f
the ~ s s o c i a t i o n , and fidelity bonds or insurance ccvering
employees and agents of the Association.              Nocwi 'Ins canding ar.y
other provisions of this D e c l a r a t i o n r a t h e Associaiior, shall
continuously maintain in effect such casualty, flood and liabil-
ity insurance and fidelity bonds meeting ihe insura::ce                    are
fidelity bond requirements for Planned Lot Developmer,~projeccs
established by Federal National Nortgage Associatior. ( "?>I:&."        ) , so
long as FNMA is a Mortgagee or Owner of a Loit excepz = a .=he              .
extent that such coverage is noc available or has been :;aivec 12
writing by FNIYA.
              6.7   Insurance bv the Declaranc.           S o lcng 2 s
Declarant remains the Owner of more than one ( 1 ) L o t or ss l e n q
as may be required under the Vecerans Adininistraiion 2 c l e ( " . I A z " )
4360(A)(5),  Declarant shall maincain one or more p o l i c ~ e s of
liability insurance which in all respects c ~ n p l y r i ~ : : .
requirements of VAR 436O(.A) ( 5 ) or azy such successor ii.U R E : ? .
           7.   Destruction, ConCennation and Restoraticz of t?;s
Common Areas.     in the eveni of aaica9e or ~o o r c z p
condemnation of any portion of the C o m ~ o nAreas, restoration of
the Common Areas shayl be undertaken by the Association :.liii..~u:          a
vote of the Owners. Such restoration shall be perfarxed subscan-
tially in accordance with this Ceclazation and the original 2lans
and specifications for the C o n ~ o n.reas unless ocher acc;cn is
approved by Owners of Lots to which s i x ~ y - s e v e n percent ( 6 7 8 ) of
the votes entitled to be cast with respect io the acfairs G ? tP.e
Association are appurtenant and by Eligible Morccage 50Iders
holding Xortgages o n Lots to which at least sevency-five percent
( 7 5 % ) of the votes entitled to be cast xith respect to c h e
affairs of the Association are appurtenant.
              7.1   Reconstruction b y Lot O w ~ e r s . Subjec: to
other provisfons of this Declaracicn, in the event cf dainac;? to
or destruction o f any part o.E a Single Family Residence or ~ o t ,
the Owner shall reconstruct the same as soon as reasonably
practicable (using insurance proceeds to the extent che saze are
available pursuant to Subarticle 6.2) and substantially in
accordance with the original plans and specifications therefor.
Each Owner shall have an easement of reasonable access into any
adjacent Lot for purposes of repair or reconstrcction of his
Single Family Residence in this subparagraph.
          8.     Maintenance, Reoairs and Re~lacements; Richt of
 Access.    Except as otherwise provided herein, each Owner shall
 furnish and be responsible for, at his own expense, all of the
 maintenance, repairs and replacements within any Singie ?anill/
 Residence constructed upon his Lot, any i             conditioning,
 electrical, plumbing and heating systems and lines vhich serve
 such Single Family Residence, and the patio, rear y a r d a n d entry
area, if any, behind any fence, entry gate or sateway.              The
Association shall furnish and be responsible o r , as a Common
Expense, all of the maintenance, repairs and replacements io the
Common Areas, the roofs and exterior -walls (excluding and
doors), the front yard areas of all of the Lots, any porticn of
any rear yard which extends beyond any rear yard wall ar.d azy
Structural Maintenance Area. Any plant material installed b y an
Owner shall be kept adequately weeded and watered and zeatly
trimmed by such Owner. No plant material shall be installed by
an Owner which will exceed a height, at maturity, in e:tcsss of
six (6) feet, without the prior written consent cf the 3oard.
I    due to the willful or negligent act of an Owr~er or a rnember
of his family or guest or other occupant or visitor of suc:?
Owner, or other person for whom such Owner may be respocsibl?,
damage shall be caused to the Common Areas or to a Lot or Lots c r
any structure(s) erected thereon by others, or, maintznacce
repairs or replacements. shall be required which would otkier:.;ise  . -
be a Comnon Expense (as hereinafter defined), then such O w n e r , I:
liable for sucn danage under local law, upon receipc 3 f 2
statement from the Board shall pay for such damage and f c r sxch
maintenance, repairs or replacements as may be determined b y t3.2
Board.     The amount sayable for such maintenance, rspairs c r
replacements, together with interest at the rate of i;.;el*;e
percent (12%) per annuin from the date such amount is due, c e s ~ s
and attorneys' fees, shall be secured by a lien agains: scc'n
Owner's Lot as provided in Paragraph 31.1 hereof. An autkoriz2d
representative of the Board, or of the manager or managing aso?:
employed by the Association, and all contractors and repairzen
employed or engaged by the Association or sucn rnanaq2r or
managing agent, shall be entitled to access at any time to ezch
of t h e Lots as may be required in connection with mainterLanc~,
repairs or replacements of or to the Common Areas cr any equip-
ment, facilities or fixtures affecting or serving other Lots,
~tructu'ral  Maintenance Areas and/or on the Common Areas.
                                         5 3 , 6 0 , 6 1 , 6 8 , 69, 7 4 , 75, S O , S I , SS, X9, 4 5 , 9 5 , i 0 0 ,
                    Lots 1 0 1 , 1 0 6 , 1 0 7 , 1 1 2 , 1 1 3 , 1 1 8 , 1 1 9 , I 2 ~ . I 2 5 , I ~ 0 , ~ ~ ! . I ~ i ~ , ~ ~
of Phase one (1) and Lots 1 , 8 , 9 , 1 4 , 1 5 , 2 0 , 2 1 , 2 6 , 2 7 , 3 2 , 3 3 , h 0 . ~ I , ~ h , ! ~5i2.
of Phase(s) . -5,   . i f and to the extent The Townes at Sou~hpar:<
is expanded to include such Phase(s) shall be subject to a non-
exclusive and perpetual easement appurtecanc to the Cormon >.ress
o f The Townes at Southpark, the width of ..~hicheasezent shail be
defined by the distance between the prolongation of the exierior
wall adjacent to the side yard of a Single Fanily Xesidence
constructed upon any such Lot and the boundary line between such
Lot and the Common Area adjacent to sucn L o t and ihe ler?qtb, of
which shall be defined by the boundary lines of s d c h 5oc \:hit?.
are approximately perpendicular to such 2roloncation of z :-. z          -
exterior wall as more fully shown on the typicai dr~kling aciackei
hereto a s Exhibit " D M and incorporated herein by reference ( ~ k e
"Easement Area"). The easements created hereby shall be fcr : k 2
purpose of installation and maintenance of landsca2e r.atsr~zl(s),
which material(s) shall be initially installed b y D e c l a r a n ~ azd
thereafter maintained by the Association as a Common Expense, in
the same manner as the Common Areas of The Townes at Souck?ark.
If, due to the willful or negligent act of an Owner or a zezber
of his family or guest or other Occupant or visitor of sccn
Owner, or other Person for wncm such Owner may be r e s p o n s i ~ l s ,
damage may be caused to any landscaping in any of the easerner.:
areas, then such Owner, if liable for such damage under Iccal
law, upon receipt of a statement from the 8oard shall                5s:
                                                                     . .
such damage. The amount payable for sucn damage, together v l z n
interest a t the rate of twelve percent (12%) per aRr?xrn frcz z?.e
date such amount is due, costs and attorneys' f2es, shall b t
secured by a lien against such Owner's Loc as provide< i n
Paragraph 31.1 herein.
        9.    Alterations,   Additions  or   Imorovexen~s.            >: s
alterations of any Common Areas or any additions or Inprov?ne?~s
thereto or any alterations to any exterior portion of any S ~ n c l 5
Family Residence, shall be made by any Owner, except D e c l a r a n ~ ~
without the prior written approval of the Eioard. . n y G:.;n?r : r r y

make non-structural alterations, additions or Improvenents i r .l z . r.?
the interior or' any Single Family Residence ~ i t h o u t t:?e r i s r
written approval of the aoard, but such Owner shall be respsns-
ible for any damage to any portion or' ihe Propercy xnicn :.z:.:
result from such alteration, addition or Improvement.
        10.   Decoratinq. Each Owner, at his own expense, shall
furnish and be responsible for all of the interior deczra-,ir.c
within the Single Family Residence constructed upon his LGL!
including painting, wallpapering, paneling, floor coverizq,
draperies, window shades, curtains, lamps and other furnitxre a c d
interior decorating.
         11.  Party Walls and .Other S.tructures. Any :.;all, f e ~ c e ,
column or other structure constructed upon the boundary lice
between two Lots shall be a "Party Structure". The rights a n d
duties of Owners with respect to any Party Structure shall b e as
               (1)   The Owners of contiguous Lots upon which a
        Party' Structure has been constructed shall have the right
        to use such wall or fence equally; provided, that suc;?
       use by one Owner does not interfere i          t the uss a z d
       enjoyment of such by the otner Owner.
             (2)   In the event that any Party S c r u c z ~ r e is
       damaged or destroyed through the act of an Owner or acy
       of his agents or guests or members of his family (ohether
       or not sucn act is neglisent or otherwise c u l p a b l ~ ) ,i c
       shall be the obligation of such Owner zo rebuild 2.n.d
       repair such Party Structure without ccst to ~ h 2       ochsr
       adjoining Lot Owner or Owners.
             (3)   In the event any such Party Structure is
       destroyed or damaged     (including detericracion tzar?.
       ordinary wear and tear and lapse of time), other chan b y
       the act of an adjoining Owner, his agents, guescs c r
       family, it shall be the obligation of the Associacion c c
       rebuild and repair such Structure and the costs incurred
       in connection therewith shall be a Common Expense.
             (4)   Notwithstanding anything to the ccr?crary
       herein contained, there shall be no impairment of eke
       structural integrity of any Party Structure wickouc c5e
       prior consent of all Owners or' any interest khsrzic,
       whether by way of easement or in fee.
             (5)   In the event of a dispute betseen Cwners air-
       respect to the construction, repair or r e ~ u i l d i r : ~ a
       Party Structure, or with respect to the sharing of c?~.
       cost thereof, such adjoining Owners shall sub:nir c:?s
       dispute to the Board, the decision of which sktll 5 5
             (6)   Each Owner shall permit otner Oxners and = ? e
       Association or their representatives, when so recuirzd,
       to enter his Lot for the purpose of repairing or main-
       taining a Party Structure, or for the purpose of perforz-
       ing installations, alterations or repairs to the s e c h a z -
       ical or electrical services; provided, thac requescs f c r
       entry are made in advance and that such entry is ac a
       time reasonably convenient to the Owner. In case of an
       emergency, such right of entry shall be immediate xith no
       advance notice required.
        12.   Encroachment.   If any portion of the Cormor! Areas
shall actually encroach upon any Lot, or if any structure
constructed upon any Lot shall actually encroach upon any portion
of the Common Areas, or if any structure constructed upon any Lot
shall actually encroach upon any other Lot, whether sucn en-
croachment results from the initial construction or from subse-
quent repair, reconstruction, settlement or shifting, there shall
be deemed to be mutual easements in favor of the Associatior? as
Owner of the Common Areas and the respective Lot Owners invoived
to the extenk of such encroachment so long as the same shall
exist provided, however, that such easement shall not result from
any alteration, addition or Iinprovernent made b y an O w n e r , ?:<ce?t
Declarant, without the prior written approval of the Board. The
Association shall at all times have the riqhi to m a i n t z i r ! z g y
Common Areas now existing or hereafter constrccted, regardless cf
any encroachment now or hereafter existing of any such Ccimon
Areas on any Lot.
        13.   Purchase of Loc bv -4ssociation. Upon he c o . ? s e ~ . . =
or approval of a Majority of Owners preser,~ and v o t i n ~ E L 3
general or special meeting of the Members of the .?ssociaticn o r
in such other manner as may be deemed by the Board to be neces-
sary or expedient, the Board sfla11 have the power and autkoricy
to bid foz and purchase any Lot at a sale pursuant to a b!orcgaqe
foreclosure, trustee's sale under a trust deed, or a foreclosure
of any lien for assessments provided for in this Declaratior., or
at a sale pursuant to an order or direction of a court, o r other
involuntary sale, and the Board shall have the power and author-
ity to finance such purchase of a Lot by Mortgage, speci=ll
assessment or any other financing arrangement that the Soard mall
deem necessary or expedient.
        14.                             ~
               Use and O c c u p a n c ~Restrictions.
               (1) No part of the Property s:?all be used ozhsr
        than .as a Single Family Residence an2 che related csznon
        purposes for which the Property was designed, excepi i h a :
        Declarant shall have che right to maintain sales 2r.d ar:;
        other offices, models, and signs on the Pro?ercy,
        together with rights of ingress 2nd egress therefrox, a z d
                                                              . .
        to do such other acts and naintain such other f a c i i l ~ ~ e s
        as are incidental to the development and sale of the Lois
        now or hereafter existing in The Townes at Scu=?r,zr.i
        Phase one (I.), or in Phase(s)       --    if and to L:?=,

        extent The Townes at Southpark is expanded to include
        such Phase(s). Each Lot shall be used as a Single P a z i l l ~
        Residence or for such other purposes as are permitted 311
        this Declaration and for no other purpose. The fore$oirq
        restrictions shall r,ot, however, be construed in a2;r
        manner as to prohibit an Owner from maintaining his
        personal and/or a reasonable professional library therein
        and keeping his personal business records therein.
              (2)   Without limiting the for?5oing, no O w n e z
        shall permit his Single Family Residence to be used for
        transient or hotel purposes or shall enter into any Lease
        for less than the entire Lot. Any Lease for any Single
        Family Residence shall be in writins, shall be f s r a
        period of not less than thirty (30) days, shall i n a l l
        respects be subject to and in compliance with the
        provisions of    the Constituent Documents and skall
        expressly provide that a violation of any such p r o v i s i o ~ . ~
        shall be a default under such Lease, and a copy of any
        such Lease shall be delivered to the Association prior is
        the commencement of the term of such Lease.
       (3)  The Common Areas shall b e -sed cnl::            fs:
access, ingress and egress to and f r ~ . ;ins res=,scri.:s
Lots by the Owners thereof, their a q e n ~ s , ser~,.anis,
tenants, family members, licensees and ir.?;: ~ e e sa. c f. c r
such other purposes as are incidental to : h e res-cFrc:zi
use of the Lots. The use, maintenance and coeracic.? cL        r
the Common Areas shall not be obstructed, d a r a q ~ d c      :
unreasonably interfered with by any Owner or O c c z p ~ n i .
      (4)   No Owner or Occupant shall kee:, or rnaificai.7. . .
any thing or shall permit any c o n d i ~ i o nto exisi cpon zrs
Lot or cause any other condition on the ?roper=? :.;hit:?
materially impairs any easement or right of an:/ o ~.k e r       .
Owner or otherwise materially impairs or interferes vlin
the use and enjoyment by other Owners of iheir Lots a r d
the Common Areas.
      (5)   No animals or birds of any k i n d shall 52
raised, bred or kept on any Lot or on any ?ortion of :he
Property, except that usual and ordinary household 2ets
such as dogs, cats or birds may be kepc, provided :?:    :a
they are kept under reasonable control at all zixes. Tks
Board may enact reasonable rules respecting the kleping
of such animals within the Property.    ;\lo ?ets skall b e
allowed upon the Common Areas without leashes a z c c:ni?
Owner of such pet(s) shall immediately rexove f r c n - see:
                                                    .     .
Owner's Lot and the Common Areas any defecation Aer:
such pet.                                         'r
             No pets wnich create a nuisance , o 2t:P.e~
Owners and Occupants shall be permitted to i           c3cr:
any Lot or any other portion of the Property.
      (6)   If the 9oard determines t h a ~ any :,eta:
vehicle is creating loud or annoying noises by v i r c ~ ecf
its operation within the Property, or that the parking or
storage of any vehicle or trailer on tke Proper::/          is
unsightly or detracts from the overali chzracter cr' t h e
Property, such determination shall be ccnclusive and
final that the operation or storage of such vehicle is a
nuisance, and said operation, upon notice by the Soar5. t. o
the owner or operator thereof, shall be prohibited : . 1 r c ~ 1 -
the Property.   No car maintenance (other chan ener5enc:l
work or minor repairs requiring less than cne ( 1 ) dal/'s
work shall be permitted on the Property except wich prior
written approval of the Board.
      (7) No structure of a temporary character 5:hsr
than temporary construction facilities utilized          iz
connection with the initial construction cr the silbse-
quent repair or restoration of any Improvement s n s l l b e
permitted on the Property, and no tent, shack, barn or
trailer shall be permitted on the Property or C , L I O :
Areas either temporarily or permanently, unless ic is
located thereon by or with the prior written conseni of
the Board.
       (8) Xo barbecue or other incendiary and/or s7,oke
 producing cooking devices shall be used or o p e - ~ c e c
 except upon the patio or rear yard area of any Lot
 (unless the Association provides a designaced area
 therefor) and in no case shall such devices be o p e r a ~ e d
 in such a manner as to create a nuisance for ocher
 Occupants of any adjoining Lots.
       (9)  No "For Sale" or "For Rent" signs of 2n.j
nature whatsoever shall be permitted on any Lot or the
Common Areas other than a sign placed in a window of a
Single Family Residence upon a Lot not exceeding an area
of four (4) square feet.     No other signs or graphics
shall be permitted on any Lot or on any of the Ccmmon
Areas without the prior written consent of ehe loard.
The provisions of this paragraph relating to signs shall
not apply to the Declarant until the last Lot owned by
Declarant in Phase one (1) of The Townes at Southpark bas
been sold or, if and to the extent The Townes at
Southpark is expanded to include Phase(s)      ..,-    in
accordance with Paragraph 32 hereof, until the :as:   Lot
owned by Declarant in the Property has been sold b y
      (10) Except as initially installed by Declarant,
no spotlights, flood lights or other high intsnsic:~
lighting shall be placed or utilized upon any Loc or any
structure erected thereon which in any manner xlll allo;.~
light to be directed or reflected o n any other Lot or che
Common Areas, or any part thereof w i t h o ~ c che prior
written consent of the 3oard.
        (11) No window air conditioners or portakle dnits
of any kind shall be installed in any Sincle ?zzi?:i
itesidence or any other structure cor.strucc?d upoz any
~ o t . No exterior window treatments, inc1udir.g ~ i :.z o u ~
limitation, shutters, shade screens, mirrors and S i a i c ~ d
glass, shall be permitted without ;he prior v i : nc:?
consent of the Soard. Znclosures, shades, screens, foil
or darkening material or other items affecting ~ h 2
exterior appearance of any patio or rear yard area shall
not be permitted withouc the prior written consent of :he
goard and shall be subject at all times co che rules and
regulations of the 3oara and to the- provisions - of
Paragraph 15 hereof.
      (12) No radio, television or other an:cnnas of any
kind or nature shall be placed or maintained upon a : Lot
or any Single Family Residence constructed thereon xhich
is visible from any other Lot or the Common Areas or
which may impair or affect any Structural Maintezance
               (13) No clotheslines shall be installed on ar-,:J Loc
         and no Owner shall permit any persozal property to b e
         stored on any Lot which is visible from any other Loc or
         the Common Areas.
                (14) Without limi ting the foregoing, each
         shall maintain and keep his Lot at 211 times in 2 safe,
         sound and sanitary condition and shall repair acd correcr
         any condition or refrain from any acciviiy which xis?=
         interfere with the reasonable enjoyment by other Owners
         of their respective Lots or of the Coinion Areas.       >J a
         Owner shall place or permit any ~ e r s o n a l prc?erty,
         garbage, debris or refuse to be placed or to accumulaie
         in the visible areas in or adjacent to any Lot.       ..-1
         garbaqe, debris and refuse shall be kept in suicabl2
         containers which must be stored within an area xhich is
         not visible from any other Lot or the Common Areas.
               (15) Pursuant to the right of entry provided for
        in Paragraph 17 hereof, the Board or its auckorized
        agents may enter upon any Lot o n wnicn a violation cr'
        these restrictions exists and may correct such viclation
        at the expense of the Owner of such Lot. Such
        shall be secured by a lien againsc scch L a t as prcvidse
        in Pa,ragraph 31.1 hereof.
              (16) The Associati3n may modify :he      foregsi-;
        restrictions or otherwise rsstrict and regulate cze zse
        end occupancy of the Property and he Csnror. .A-reas 511
        reasonable rules and regulations of ceneral applica~ic::
        adopted by the aoard from tine to time.
        While Declarant has no reason iO believs ihac any zf c ? . ~
restrictive covenants contained in this Paragraph 14 or e l s e ~ k e r e
in this Declaration are or nay be invalid or unecforcsabl? r'er
any reason or to any e:itent, Declarant makes 20 w a r r a n ~ y o r
representation as to the presezt cr future validity or enforce-
                                                           . .
ability of any such restrictive covenant. Any Owner acqu:r:-cj        a
Lot in the Project in reliance on one or more of such rescriccive
covenants shall assume all risks of the validity and enforcsabil-
ity thereof and by acquiring the Lot agrees iO hold Declarac:
harmless therefrom.
        15.   Arcnitectural Ccntrol.    Without the prior :.~ritten
consent of the aoard or an architectural control conaictes
appointed by the Eoard (the "Committee"), no Improvement (icclud-
in9 buildings, fences, r.~~alls,patio covers, balconies, ranadas,
antennas, solar collectors or other solar devices, towers,
awnings, signs or other structures) of any kind or character
shall be constructe6, erected, placed or maintained upon tP.2
Property, and no exterior addition, deletion, change or altera-
tion shall be rnede to any Improvement, whether or not part of any
~ot, which is visible from any other Lot or the Common Areas, o r
which consists of or would affect any Structural Maintenance Area
or Party Structure.      Vithout limitir,g the sensrs.lity of the
 foregoing, no television antennas nay be inc:alled        exterior of
 the Single Family Residence if sufficient spzce is available :        o
 install the sane in the attic or other interior areas of the
 Single Family Residence. All Single Family Flesidences shall k a v e
 tile roofs of a type approved by the Board or Coimittee and the
 exterior walls of all Improvements on the Lots shall be c o n -
 s tructed exclusively of stucco or slump b l c c k m.ierial.         >?o
additions to, changes in, or alterations of visible lanascapinq,
grade or .drainage shall be made, until plans a n d specifications
showing the nature, kind, color, shape, ieight, naterials,
location .,and other physical attributes of the same shall hzve
been subni'itted to and approved in writing as to harmony of
external design, consistency and aesthetic integrity a z a loca:io-
in relation to surrounding structures and topoqraphy b y the "card
or the Committee, and all such work shall be zccornplishec
strictly in accordance with plans and specificztions approved by
the Board or 'the Committee.     In the event the Eoard, or suc:?
Committee, if one has been appointed, fails co approve or
disapprove. such pr'oposal at its next regular rnee t i n g occurr i n q
more than forty-Five (45) days after proper plans and specifica-
.tions have been received by it, such approval :.?ill not be     -
required, and this paragraph will be deemed K O have been LULL!/'   7   .

complied with.     The restrictions contained in this ? a r a g r a p i ;
shall not apply to the Declarant in any manner. 23proval by e h ?
Board or any Committee shall not be deemed or i2terpreced to 5 e z
warranty or confirmation of any kind concerning c k e encii?eerinc
or structural integrity, or quality or safety cf constructioi: of
.the proposed Improvement or modification and the Person prcpcsinq
the same, and his agents and contractors, s h a l l be solsly
responsible therefor. Whenever the provisions of this ?arzgraph
15 or of any other paragrapn in this Declaration requir2 t:?e
prior written approval of the Architectural C3ncrol Cornmir_-,es,
such approval shall not be deemed to satisfy any apprcval
requirements of the Architectural Seview Co;n;nittee under =he
Southpark Declaration (as described more fully in Paragraph 3 2
        16.   Exemption of Declarant from Restrictions. Notwith-
standing anything contained in this Declaration to the contrarv,
none of the restrictions contained in this Declaration shall be
construed or deemed to limit or pronibit any acc or' Declarant,
its employees, agents, and subcontractors, or garties desiqnated
by it in connection with the construction, ccmpletion, sale or
leasing of the Lots.
        17.   Entry by Board or its Agent.     The aoard or its
authorized agents may enter upon any Lot or any Single Family
Residence constructed thereon a t any time, tinen any two ( 2 )
members of the Board deem it necessary or advisable for the
enforcement of any restriction hereinabove set forth, to effect
emergency or other necessary repairs or otherwise for the
protection and preservation of that Lot or other Locs, provided,
however, that except in the event of an emergency, the 3oard
shall give the Owner of such Lot reasonable ~ o c i c eprior : such
entry. In addition, the Board or its authorized zgezts ria? enter
upon any Lot or any Single Fanily Residence conscrucced i h ~ r e c n
at any time when any member of the Board or its auchorlzec aqenc
believes in his discretion that an emergency exists and tha: sucn
entry is necessary in order to protect any ?ersan or ?rcperky on
such Lot or adjoining Lots or for other cood cause c            sucn
member of the Board or its authorized agenc shall roc b e liable
for any damage to such Single Family Residence as :he r e s z l ~ zP
the exercise of such right of entry. The party 2:<2rcis1.?3 cnis
right of entry shall see that reasonable measures are taken to
secure the Single Family Residence until eicher the Occu?ant or
Owner shall be notified that the Single Family Residence has besn
        18.   Maintenance and FZepair of Structural +!aint-.nance
Areas. The Association shall repair all leaks or othsr caxaqe tc
the Structural Maintenance Areas of which the Associaticn has
notice in writing, provided, however, that the costs of regairing
leaks or damage due to the willful or negligent act of a n S:.rrer
or member of his family or guests or other Occupant or v i s ~ ~ c ~
such Owner or other Owner or other Person for whom such Owner m a y
be responsible shall be the obligation of such Owner as pravided
in Paragraph 8 hereof. Under no circumstances will =he .Associa-
tion be responsible for any damage to the interior of any Single
Family Residence resulting from any leaks throuch the reof cf
such Single Family Residence or any other Structural .?ain:enance
        19.   Public Dedication.     Nothing contaiced i: =his
Declaration shall be deemed to constitute a dedication for pujlic
use or to create any rights in the general public.        Yothin5
contained in this Declaration shall be construed as crestins an
obligation o n the part of the City of Scottsdale or any other
governmental authority having jurisdiction over the Property and
the Common Areas to maintain, repair or replace a: porticn of
the Property, the Common Areas or the appurtenances thereto.
        20.   Copy of Declaration to New Members.                  The 2oard
shall give each new Owner of a Lot a copy of this Declaration acd
any and all amendments hereto within sixty (60) days' written
notice of the conveyance of a Lot to such new Owner. Xowever,
the failure of the Board to provide such copy shall not relieve
the new Owner from complying with this Declaration nor waive any
of the rights, conditions or restrictions stated herein or create
any liability o n the part of the ~ s s o c i a t i o n , the 3oard or their
        21.   Remedies.   In the event that any Owner or the
Association shall fail to comply with the provisions of the
Constituent Documents or the rules and regulations of the
Association, the Association or any Owner shall have each acd all
of the rights and remedies provided for in the Constituent ilocu-
ments or said rules and regulations, or which may be availabie at
 law or in equity and nay prosecute z n y actisn or o t h e r p r c . c i ! ~ < -
 ings against sucn Owner or the Association for enforce2er.t sf
                                                              - . -
 such provisions and to obtain damages, injuncciv? reiler sr
 specific perfor~~ance, any combination of sucn cezedies or a             y
 other and further relief which may be avaiiable aE 12:~ or . i~     -
 equity, all without notice and without regard to the valus cr .~ 2 2     .
 defaulting Owner's Lot or the solvezcy of sucn!er,    co2ei:er
 with a recovery of costs and reasonable attorneys' fees ii!c:rr?d
 in such action.      In addition (and not in lieu of h e i c r e ; .-c i.z ?
 remedies), the Association nay seek and obtain foreclosure or L L ~
 lien created pursuant to Paragraph 31 and the apoiiltme~c of 2
 receiver for the Lot of the defau1ti.n.g Owfler and/or an orc2r ~s
sell the Lot as hereinafter provideci, or any combination of s s c -
remedies or any other and further relief which may be a v ~ i l a b l e
at law or in equity, all without notice and without regard co t+,e
value of such Lot or the solvency of such Owner. The proceeds o f
any rental or sale shall, subject to applicable la;^, first 53
a p p l i e d to discharge court costs, other litigation costs,
including without limitation, reasonable attorneys' fees, and all
other expenses of the proceeding and sale. The renainder of such
proceeds shall be applied first to the payment of any unpaid
assessments or other charges owed to the .~.ssociation azd
satisfaction of any other damages, and any balance shall be h e l ~
b y the Association for the payment of any future assessmenzs or
other charges. Upon the confirmation of the sale, the ?urc?,aser
of such Lot shall be entitled to a deed to the Lot . 2nd i        -         s
immediate possession of the Lot and may apply to t h e courc :or 2
writ of possession for the purpose of acquiring such possession,
subject to applicable law. The purchaser zt any such sale shall
take the Lot sold subject to this Declaration. All expecsss sf
the Association in connection with any such action or proceeCinc,
including court costs .and reasonable attorneys' fees and oiher
fees and expenses and all damages, liquidated or other:~ise,
together with interest thereon at the rate of twelve percent
(12%) per annuin from the date incurred, costs and reasonajlt
attorneys' fees, until paid, shall be secured by a lien zsains:
the Lot or' such defaulting Owner as provided in Faragraph 31.1
        Notwithstanding any provision of this Declaration to tk.2
contrary, any breach of any of the covenants, c o n d i ~ i o n s ,
restrictions, reservations and servitudes provided for in chis
Declaration, or any right of re-entry by reason thereof, shall
not defeat or adversely affect the lien and/or rights of an.4
Mortgagee except as herein expressly provicied, and each and all
of such covenants, conditions, restrictions, ressrvations and
servitudes shall be binding upon and effective against any lessee
under any Lease or against any Owner of any Lot whose title
thereto is acquired by foreclosure, trustee's sale, deed in lieu
of foreclosure or otherwise.
        22.  Amendment. The covenants and restrictions or' this
Declaration shall run with and bind the land, for a terx of
twenty (20) years from the date this Declaration is recorded,
after which tine they shall b e actonztically e:.:tenczd for
successive periods of ten (10) years, unless s o o z e r revoked i2
the manner provided herein.   The provisions of this D X ~ X Z Z ~ G         ~
may be changed, modified or amended by an instru.?-ienc n :~ritlnc
setting forth such change, modification or ainenament, s i s n e d b y
Owners holding not less than seventy-five percect ( 7 5 3 ) or' che
total voting power of the Association; provided, however, - c h ~ zso
long as any Class S membership remains cuts~anding,the -veceracs
~dminiskration, shall have consented in rvri t i ~ g co a        sucn
change, modification or amendment and. provided f u r t h e r ,   ha^
fifty-one percent (51%) of all Eligible 14orcgage Solders skall
have consented to any change, rncdification or amendinen: vhic:?
establishes, provides for, governs or regulates any sf the
         (1)   Voting;
        (2)    Assessments, assessment liens or s~bordination of
such liens;
        (3)   Reserves for maintenance, repair and replacemeni of
the Common Areas;
        (4)   Responsibility for maintenance and resair of the
Common Areas.and the Structural Maintenance Areas;
        (5)    Rights to use of the Csmmon Areas;
        (6)    Boundaries of any Lot;
        (7) Convertibility     of   Lots   into C c m o n ?.reas   cr   of
Common Areas into Lots;
        (8)  Subject to the provisions or' Faraqraph 31, e:.:san-
sion or contraction of The Townes at Southpark or the addizion,
annexation or withdra;.~ai of property to cr Ercm The Tsnnes a c
        (9)    Insurance or fidelity bonds;
        (10) Leasing of Lots;
        (11) Imposition of a     restriction on the richt of a?.
Owner to sell, transfer, or otherwise convey scch Oxner's L,o;;
        (12) Any decision by the Association to establish rzlf
management  if professional manageneni has been p r e v i c x s l l /
required by an Eligible Mortgage Holder;
        (13) Restoration or repair of t h e Common Areas z f c s r
damage, destruction or condemnation in a manr,er cther ihar? as
provided in Paragraph 7 hereof subject to any greater :,!crc~aqe?
approval rights therein contained;
        (14) Any action to terminate the legal s t ~ ~ usf z k ?
Common Areas after substantial destruction or cor!Ze~,ca;izn
        (15) Any provisions which are for the express 5ersr:c cE
Mortgage Holders, Eligible Mortgage Solders or Zlisible I s s u r e r s
or Guarantors of First Mortgages on any Lot.
        Any Eligible Mortgage Bolder who receives a xricken
request to approve any such change, rnodificaticn or amend7,ent and
who does not give notice of disapproval to the r e q u e s t i ~ q party
in the manner provided in Paragraph 23 hereof within thiit:~ (30)
days after receipt of such request shall be deemed to have
approved such change, modification or amendment.
        Notwithstanding anything contained herein to e        coc-
trary, if Arizona law, this Declaration, the Articles or r:?e
Bylaws require the consent or agreement of the Owners holdin5 a
specified percentage of the voting power o f the Asscciation
and/or any other Persons having any interest in the Property for
any such amendment or for any action specified in Arizona lax or
this Declaration, then any instrument s o amecding this Declara-
tion or any provision hereof or providing for such action shall
be signed by the Owners holding not less than such s s e c l?r.~ e c
percentage. . Any such change, nodif ication or anendnent acccrr.-
                                                            -   ,
plished under any of the provisions of this Paragraph 22 snail 2 2
effective upon recording of the instrument providisq :'?.ertfc:
signed and acknowledged as provided herein.
         23.   Notices.                               osi:..
                         Notices piovided for in che Cn::e-=
Docunents shall be in writing and shall be mailed soszacz
prepaid, if to the Association or the Board, addressed.             ::?s. -
address to which payments of assessnents are then sent, and, 1           :
to an Owner, addressed to the street address of such . 0 :-. 1 2 e r t s
Lot.    The Association or the 2oard may designace a d r r r s r s : - ,
address or addresses to which notices shall be sent frcn zize ~2
time by giving written notice of such chancj? of address E Z 2 - -.    .
Owners.    Any Owner may also designate a different address . z s
                                                              -         .
which notices shall be sent 3 y giving wricten cotice or z : s ,
change of address to the Associaticn.    Notices snall be d e e x e e
delivered seventy-two (72) hours after being deposited proper::,,
addressed in the United States mail, postage prepaid, c r ~ J P . S ~
delivered in person.
        Ugon written rlquesi: to t'ne 9oard, which vritten r z z a e s z
specifies an address to ;;nick! nocices may be sent, any :,!crrszcz2
shall be given a copy or' all ~ o t i c e s permitted or required b y
this Declaration to be given to c h e Owner or Owners or' 5        LC:
subject to the Mortgage held by scch Xortqaqee.
        24.   Severability. I E any prevision o f the consciccenc
Documents or the rules and regulations o f the Association, or 5 - y
section, clause, sentence, phrase or word, or che application
thereof in any circumstance, is held invalid by a court of
competent jurisdiction, the validity of the r e m i n d e r af tk.2
Constituent Documents or the rules and regulations of the
Association, and the application of any such provision, s e c ~ i o n ,
sentence, clause, phrase or word in any other circunstances shall
not be affected thereby, and the r e m i n d e r of the Consiituer.:
Documents or the rules and regulations, shall remain in full
force and effect a s if such invalid part :.;ere never included
therein, and such invalid part shall be prompcly amended 2s
herein provided or reformed by such court so as to inplenezc the
intent thereof to the maximum extent permitted by law.
               Perpetuities and Restraints on Alienztion. i r any
o f the easements, privileges, covenants, interests or rights
created by this Declaration would otherwise be unlawful, void or
voidable for violation of the Rule against ?erpeeuities, tken
such provision shall continue until twenty-one ( 21) years after
the death of the survivor of the now living descendants of the
President of the United States, Ronald W. Reacan, or cne Got~ernor
o f Arizona, Bruce E. Babbitt.
         26.    Rights and Obligations. Each grantee of Declaranc,
by the acceptance of a deed of conveyance, each ?urchaser under
any agreement of sale within the meaning of A . 9 . S . 533-741, b:;
execution of such agreement for sale and each Mortgagee by c:?e
acceptance af any instrument conveying any inceres t i r tb.2
Property as security for the performance of an o b l i q a z ~ c n ,
accepts the same subjecc to all rescriccions, condicisns,
covenants, reservations, liens and charges, and ch2 j c r i s d i c z i o ~ ,
rights and powers created or reserved by this D s c l ~ r z c ~ c r . ..---
                                                                       :i -
rights, b e n e f i c ~ and privileges of every characzer Zersb,;
granted, created, reserved or declared, and all i?.?osi ciozs E - 5
obligations hereby imposed, shall be deemed and calien : 5s          a
covenants r u n n i ~ g >lith =he land and equi t a ~ l e servi i ~ d ea:~
shall be binding upon and snall inure io b e ~ e f i t c f tr..!
grantee, purchaser or any Person having at ar~y tine any i-zeresz
or estate in the Property in like ranner as choccjh ike p r o v ~ s l e r s
o f this Declaration were recited and s ~ i p u l a t e cac len5ch in zzz:
and every deed of conveyance, purchase contrac: cr o ~ n e.r ~ r s i r c -
                                                                   . . -
ment of transfer, afid each such grantee shall be e n i ~ z - e c : z
bring, and shall be subject to, an action fsr e                ~~ccv~z.:;C:
damages, or for injunctive e l , or boch, resulzing frcri zr.1;
breach of any such provisions.
        27.                                                :
              Waiver. Any right cr remedy provided for 1 :his
Declaration shall not be deemed to have been waived b y any ac: cr
omission, including without limitation, any accepcacce of pa:jzez=
or partial performance or any forbearance, e:tcepc by 2 n ~ C S L L - 1 2 -
ment in writing specifying such right or remedy and execcted by
the Person against whom enforcement of such waiver is sough:.
        28.   Protection o f Eligible Mortaaae Eolders.       ..-1
Eligible Mortgage Holders and Eligible Insurers and Guaractors
shall be entitled to written notification by the Association upon
the commencement    of any eminent domain or         condemnator.
 groceedings against all or any part of the ?roperty o r of
 substantial damage to or destruction of any ? a r t of the ? r a p -
 erty.     Upon written request, all Eligible Mortqage Folders 2nd
 Eligible Insurers and Guarantcrs shail have :ke right ( 1 ) ;o
 examine all books and records of the ~ s s o c i a t i o n during r.orn-na1
 business hours; (ii) to receive an audited financial statener.~ f        o
 the ~ s s o c i a t i o n as soon as 2vailable and, ir. a n y event, xichin
 ninety (90) days following the end or' any fiscal yezr 0 5 i:?e
Association; (iii) to receive written notice of all rnee:incs o f
 the Owners and to d e s i g n a ~ ea representative to atcend all suck
meetings; (iv) to receive written notice of any default by a n y
Mortgagor of a Mortgage held or insured by such Eligible Xorcgage
Holder or Eligible Insurer or Guarantor in the performance of any
obligation by such Mortgagor under this Declaracion or che
Articles and Bylaws of the Association which default is noc cured
by such Mortgagor within sixcy (60) days of the occurrence o f
such default; and (v) to receive written notice of any proposed
action which would require the consent of Eligible b l o r ~ c a ~ e
Holders holding Mortgages upon a specified number or percentzce
of Lots as set forth in this Declaration.                 Wlch respec: co
audited financial statements furnished pursuant co chis ps.ra-
graph, such statements shall b e prepared at the cost of cne
Eligible Mortgage Holder, Insurer or Guarantor requestins ~ : ? e
same until fifty (50) Locs are subject to this Declarailon, a-,
which time such statements shall be prepared 2 the cosc or' c : . ? ~
        29.   P r o f e s s i o ~ a l Xanaqenent Agreement. Any agresa2nc
for professional managenent or che ?ropercy and the Corrnon . r a   :es
or any contract providing for services to be perfcrmed b y
Declarant for the Association shall provide f o r cerminaclor, 911
the Association with or t..rithout cause and without payment cf a
termination fee or penalty 02 thirty (30) days' vritcen r,ocice,
and no such contract or agreexenc shall be of a duratic? in
excess of one (1) year, but nay be renewable by agreement o f ~ 3 2
parties for successive one (1) year periods.
        30.      C o m o n Areas Ovned b!~ the Associati~n. Si..nulta-
neously with the recording of chis Declaracion or prcrnpily
thereafter upon formation of t;?e Association, Declarant si..all
convey to the Association all of :he Common Areas for the purpose
of providing recreation21 and related facilities for the berefit
of the ~ s s o c i a t i o n and the Owners of Lots i n c l u d i ~ g , wicho:!t
limitation, utilities, a swi;nminq pool, private drives, parki:lg
areas, landscaping of Comiion Areas and related facilities, and
all other areas of the P r o ~ e r t y except the Lots. If additional
Phases are subjected to the Declaration as provided in Paragraph
32, the C o m o n Areas included in such Phases shall be deeded to
the Association promptly thereafter. All Owners shall have the
non-exclusive right to use any or all of the Common Areas owned
by the Association in accor2ance with the rules and regulations
promulgated by the ~ssociation. The Association shall own,
operate, manage, maintain, repair, rebuild and restore all of the
Common Areas for the benefit o f the Association and the benefit
dedicate, convey easements and grant concessions relative to
of the Lot Owners. The Association shall have the a u t b . o r ~ ~ y,-.

portions of the Coimon Areas consistent with the cvsrall charzc-  . .
ter and use of the Property, subject to limitations set fortn
the Constituent Documents.   Subject to the r o v i s i o n s of 3ar--

graph 22 hereof, and further subject to the approval of C:.;r-:srs
holding not less than fifty-one percent (51%) of t h e total ~ c i i : ? ~
power of the Association, the Associaticn shzll be entitled tc
encumber the Common Areas or any portion thereof for th? purFcss
of securing repayment of a loan or loans to rinance the repEir,
rebuilding and restoration of the Common Areas and the im?rs..~e-
ments located thereon.
              30.1 Easements Over Common Areas. Easements over
and under the Common Areas Zor the i~stallaticn, repair 2x2
maintenance of sanitary sewer, sr2t2rr electric, s      telepzozs
lines and facilities, heating and air-conditionin? f a c i l i ~ i e s ,
cable or master television antenna lines, drainaae facilizies,
walkways and landscaping, as shown on the ?lat and as may b e
required to service the Property are hereby reserved by Declarzn:
and its successors and assigns, including the A s s o c i a ~ ~ o n ,
together with the right to grant and transfer ihe same.
             31.      Cormon Areas Mai~tenance i:cperis?s.      Zac:? L C = of
 which Declarant is not the Owner shall be sublect = o an assess-
 ment for, and each Owner other than Declarant further agrees EO
 pay a proportionate share of the expenses of the adr;liniscrazi:n
 and o ~ e r a t i o n of Phase one (1) of The Townes at Southgark 2r.d
.Phase is )         .                . .
                          , if and to the e x h n t The Townes at South2zrk  -
 is expanded to include such Phase(s), including by >ray                     -J
                                                                              P L

 illust;ation,         but not of limitation, real property taxes- 2.n.d
 assessments levied against the Common Areas, p r e m i u m for
 insurance for the Lots and the Cominon Areas, the cos: of mainze-
 nance and repair of the Common Areas, those portions of the Lots
 maintained by the Association and the appurtenances chereto, and
 the Structural Maintenance Areas, reasonable reserves for corzin-
 gencies, replacements or other proper purposes, all as de:er~.ined
 by the aoard (herein referred to as "Common Expenses").                   The
 Association shall maintain a reasonable reserve for taxes a;.,<
 assessments levied against the Common Areas, repair and replace-
 ment of the Common Areas and the Structural Maintenance Areas 2nd
 the appurtenances thereto. The proportionate share of the
 Expenses payable by each Owner with respect to each Lot shall b e
 determined by a fraction, the numerator of which shall be 1 and
 the denominator of which shall be equal to the total number of
 Lots in The T o m e s at Southpark.               Notwithstanding anything
 contained in this Paragraph 31 to the contrary, the D e c l a r a n ~
 shall be assessed as its share of the Common Expenses for each
 Lot owned by Declarant, an amount equal to twenty-five percent
 ( 2 5 2 ) of the proportionate share of the Common Expenses otherwise
 assessable against such Lots provided, however, that s o loncj as
 any Class B membership remains outstanding, Declarani skaL1
 reimburse the Association for any deficit resulting from operat-
 ing expenses of the Common Areas. Under no circumstances shall
Declarant have any responsibility for any deficits incurr2d as a
result of capital inprovenents, reconstruction or a d d i t i o ~ s :c\
the Com-non Areas or the Lots or for any expenses izccrrcd a: a r v
time there is no Class 9 menbership outstanding.
        Declarant shzll establish a working capical f u n d for zk.2
Association for the initial months of the c2eracion gf ~ r . 2
Property equal to at least txo ( 2 ) months' e s c i x t e c r~?.:?.::;
assessments for each Lot and each Lot's share shall be c o l l e c ~ e 6
and paid to the Association at rhe time that the sale c f ~ b . a z L s c
is closed. Notwithstanding che foregoing, within sixcy (50) ? s l ~ s
after closing the sale of the first Lot in the ?ropercy or laces:
Phase, Declarant shall pay each unsold Lot's share to : z e
Association, but Declarant shall be reimbursed cherefor zs
provided below.    These monies shall be held in a s e g r e c a ~ e Q
fund. Upon the close of escrow in connection with the sale a f a
Lot by Declarant to an Owner, such Owner shall pay to c,?e
Association an amount equal to two (2) months' asssssxerzs
relative to such Lot to establish a working capital fund for the
~ssociation and Declarant shall be reimbursed from the fur?ds
collected at close of escrow for such unsold Lots for v h i c h
Declarant has paid the working capital contribution set f r :   o:?
above.   Such working capital fund shall be used by che .%socia-
tion as the Association, in its discretion, may d e t e r m i ~ e ar.6
under no circumstances shall any Owner be entitled to reixjcrse-
nent of any anounts paid to the Association co establish si;cn
                                                              -  .
               31.i Payment of C o m o n Expenses. Payneni o r : z e
Common Ex penses, including any prepayment thereof required 5 2 zne;
contract for the sale of a Lot, shall be in such amouncs, zt suc-
times and in such manner as aay be provided herein or ir! :?.2
                                                         . .
Articles and Sylaws or as determined by the Board. Notx1cns:and-
ing anything contained herein or in the Articles or 3ylaws to t5e
contrary, assessments for the C o m o n Expenses attributable zc
Lots of which Declarant is the Owner shall cc~rmence upor! i k e
first day of the first month irrmediaiely following the month in
which the conveyance of the first Lot to an Owner other chaz
Declarant. Assessments for the Common Expenses shall comnence as
to Owners other than Declarant upon the first day of the :- r. ; c ~
month immediately following the conveyance of such Lot io a 2
Owner other than Declarant.     Due dates of assessments s:?all 5s
established by the aoara and nocice shall be given to e a c h : ---
Owner at least forty-five (45) days prior to zny due d a ~ e ,
provided that if assessments aze to be due on a monchly basis, - 2
notice shall be required ocher than an -annual notice s : i ;
forth the amount of the monthly assessment and the d a y of eacz
month on which each assessment is due.
              The 3oard shall have the power to iapose reassnabl?
temporary suspensions of an's voting rights as a hiember oE
the Association and/or rights to use recreational Comrnon >..reas
for failure to c o n ~ l y with the Constituent Dccumencs or da1,/
enacted rules and reaulations of the Association, provided : h z r
any suspension, except that resulting from failure to p a y
  assessments, shall not exceed sixcy (60) days p?r - ~ ~ o l a ~ i o n ,
  further provided that the accused shall be g l v 2 n . reasoncble
  notice and the opportunity to be heard b y the 3ozrC :;i=n respec: .
  to the alleged violation before a decision to impose disc:?i:ne.
  is reached.                                       o
                If any Owner shall fail or refuse : 7 . 2 % ~  ap.:J scch
  payment of Common Expenses when due, the zmount hereo of, ~ocjsiner
  with interest thereon at the rate of twelve percent (12"; 2er
  annum from the due date of such payment, a reasona3le 13t2 c h z r ~ e
  not exceeding twenty five percent ( 2 5 % ) of the azour.t of such
  payment a s determined by the Board, costs and reasonable actor-
  neys' fees, shall constitute a lien on such Owner's Loc zed on
  any rents or proceeds therefrom and shall also be the s e r s o ~ a l
  obligation of the Owner of the Lot at the tine ihe assesszent
  became due provided, however, that such personai obligation snall
  not pass to such Owner's successors in title unless assumed by
  them. Such lien may, but shall not be required to be, evidenced
  by a notice executed by a member of the Board or any authorized
  agent of the Board setting forth the amount of the assessment and
  the legal description of the Lot subject to the lien. Such lien
  shall be subordinate to the lien of a recorded First ;.!origage
  against the applicable Lot, acquired in good faith and for vzlce,
  except for the amount of the unpaid Common E p e n s e s and cther
  charges which accrue from and after the date on which the First
  Mortgagee acquires title to or comes into possession of ihe
  applicable Lot or any purchaser at any trustee's or foreclssure
  sales acquires to title to the Lot, and any lien. - .   for zr.pai-6.
  assessments and other charges prior to such dace s n a ~ iupon sdch
  date automatically terminate and be extinguished arid such 3irsc
- Mortgagee or other purchaser shall not be liable for such cn2aid
  assessments and other charges, provided, hcxever, that :hz
  extinguishment of such lien shall not in any ;.lay a f e c t the
  personal obligation of the Owner of the Lot at the cirne ihe
  payment giving rise to such lien became due. Any such assess-
  ments that are extinguished pursuanc to ihe fore5oir.c srovisior.
  shall be reallocated and assessed against all Lcts as a C c x ~ o n
               Any person acquiring an interest in zny Lot shall,
 upon giving written notice to the Eoard, be e3=i=led i                a
 statement from the Association setting forth the anounc of un2ai.d
 assessments and other charges, if any, and no lisn skall aczach
 to such Lot in excess of the amount set forth in such statezezc,
 except for assessments and other charces which accrce or beeone
 due after the date thereof.      The lien provided for in this
 paragrapn may be foreclosed by the ~ s s c c i a t i o n ir. r . x2r:er
 provided or permitted for the foreclosure of real prc2ercy
 mortgages or deeds of trust in the State of Arizona.
                31.2 ;.Iaxiincm Assessment         for C o ~ . ~ o nE?:~er,s?s.
 Until commencement of the first Fiscal year o f the Associscicr.
 immediately following the conveyance of the firsc L ~ L an O..,ner o
 other than Declarant, the maxinun monthly payment for such Ccrmon
             fable by each Owner other than Declaranc shall be
                               Dollars ( $ 4 5 - . ; . ~ , : ) per Lor. A t cne
commencement of the first fiscal year i.mediately followir:~c?=,
conveyance of the first Lot to an O!.?ner other than Declara;.~a~.d
at the commencement of each and every fiscal year thereafter, the
Board shall ascertain an index number for the U.S. Cities - ..- - 21 1
Items Average (1967 = 100) set forch in the Consumer ?rice - I n d e x
for All Urban Consumers of the aureau of Labor Statistics, ucited
States Department of Labor, for the most recent nonth f o r
such Index has been published (represenied by the lecter " C " i?
the formula hereinafter set forth) and the naxinun r i o n z h l - i
payment for such Common Expenses assessed for such fiscal y ~ z r
(represented by the letter " 3 " in the formula hereinafter ssz
forth) shall be increased to an amount equal to t h e then c u r r e z ~
index number ("C") divided by the U.S. Cities - All Items Averace
(1967 = 100) set forth in said Consumer Price Index for All Urban
Consumers for July of the year in oinich the first Lot was
conveyed to an Owner other than Declarant (represente6 b y the   . -
letter "X" in the formula hereinafter set forth) and multiplies
by the maximum monthly payment for the imediatsly        precedir,~
fiscal year:

         (R =   - x   maximum annual assessment for the
                M     immediately preceding fiscal year).
If the Consumer Price Index for - 1 1 Urban Conszzers s:?a;: - r.2
longer be published, then another index published b y t5e 3 2 r e z 2
of Labor Statistics or any other federal agency skall be c z 3 s c i -
tuted b y the Board. Notwithstaneing anything contained n e r, - . i zr s
                                                         -.      ~
the contrary, from and after the comencenent of k -k. s 11rsc ~ 1 5 ~ 2 :
year immediately following the conveyance of the r ~ r s tSct zo a;
Owner other than Declarant, the maximum monthly assessment zalj 52
increased above that established by said Consumer ?rice -:c. (     -.?:
formula provided that such increase shall have t:?? asssr.: cf
sixty-seven percent (67%) of each Class of Members c;ho zre v ~ z i z ~
in person or by proxy at a meeiinq called for sue?, purposz. ,-..-   7 =3~

provisions of this Paracraph 31 ~:?all be d e e m ? tc; be co:re:sn:s
running with the land and shall 5e binding ur,on each Os,~nsr a:2
shall inure to the benefit of any Serson havinq a?? izcsrssz i        :
the Property.
              31.3 Special Assessme-cs .                                -
                                             Zr, a d d i z i r , ? r - ::.-=
annual assessments for Ccmnon Gxpensss, the Associacioc Zav l s : l v ,
in any assessment yea:, a special assessnent .z??liczble :- :?a:
year only for the Furpose of defrzyinq, in tihole or ii? E L , z : 7 ~
cost of any.+construction, reconstruction, ie?Zir or rs?Lzczr.s:::
of a capital improvement in the. Ccimon Areas or azy S r c : z
                                -                                i:zr:
Maintenance Area, including r 1:ztzres and Ferso,?zl rc_c+:.:.:
related thereto, or to defray any ur.anticipaced or unceres:i::ezet
expense normally covered by a regular assessme!?: a ! ? d , :.:?.er?
necessary, for taxes assessed aqainsc the Cornrmr. ?..'?AS; P::L::ESC . . .
that any such assessment shall have :he assenc of Oh-ners n o l l z ~ n c
sixty-seven percent (67%) of the zocal voticg , pcwer of :he
                Special assessments z a y be levlec . againsz z :
individual Lot and its Owner for reasonable monetary p e ~ a l z i e s
for the violation of any of the restrictions or conditions, the
breach of any of the covenants or agreements contained herein or
the breach of any rules and regulations promulgated by the 3oara.
              31.4 Notice and Quorum For Any Action Authorized
Under Paragraphs 31.2 and 31.3.    Written notice of any neeting
called for the purpose of taking any zction authorized under
Paragraphs 31.2 or 31.3 shall be sent co all Owners R O i less char
thirty (30) days nor more than sixty (60) days in advance of the
meeting. At the first such meeting called, Owners holding fifty
percent (50%) of the total voting power of the Association shi?,ll
constitute a quorum.
In the event there are not enough Owners present or represented
by proxy at the first meeting to constitute a quorum, a subse-
quent meeting or meetings may be called subject to the same
notice requirement, and the required quorum at eacn subsequent
meeting shall be one-half (1/2) of the required quorum a c che
immediately preceding meeting.   No subsequent neeting shall be
held more than sixty (60) days following the immediately preced-
ing meeting.
         32.    Phased Plan of Development; Chanqes to U n i - , ~i n
Subseauent Phases. Declarant currently owns all of the 2rcpercy
described i n . Exhibit . but intends to develop that Proper::~ ir:
    <:1.   Phases. Only the first Phase, consisting of       -   I

Lots and all CorrLilon Area for The Townes at Southpark located -. 0 2
                                                              - r2
that Property described in Exhibit B, is currentl:~ pari cr -..-
Townes a t Southpark, nor.withsiandir.g any ocher cerms or 2r3,~:-
sions of this Declaration and the renainder of che Irozerzy
described in Exhibit A will be subjecc to this Declarziion i Z :?.z
manner and at the times sec forth in this subarcicle.
                                                     ,   .
            Effective on the date Getermined pursuanc L O the prc.1:i-
sions of this subarticle below, the Property described in Z : < ? i j i ~
C is hereby submitted to chis Declaration as ?hase(s)        -=-
of The T o m e s at Southoark, and shall tir.ere?fier bz sub:ec:     :
all of the terms, provisions and conditions sec forth hersir..
                                       --- .. .
Phase ( s )  1
                 ,-    shall concain   , .        Lots respectiy~ell~,
as shown on the Plat with the numbered Locs listed in Zxhibiz C.
        In the event that the sequence of development described
above is not r'olloved, Declaranc shall record an arr,e?dmer.z rs
this secting forth .the accual seque?ce of develop-
                                      .                      . .
merit. Until such tine as the . - , i i  Phase(s) becomss sus:ec:
to this Declaration in the manner provided belov, The Townes a:
Southpark shall consist of      '-'I-   Lots and all the C o m ~ o n
Area for The Townes at Southpark included in the Prooeriv
described in Exhibit B.
        Notwithstanding any other provision hereof, this Declara-
tion is not effective with respect to a particular Phase (except
the original 'Phase consisting of the      .,-     Lots and Ccrrmon
Area described in Exhibit B ) unless and until the date upon which
     Declarant or its successor or assign records a conveyance deed or
     Memorandum of Lease vith respect to the first Lot in such Phase
     or records a Notice Subjecting Phase to Declaration, uhick
     document specifically refers to this Declaration.
          After seven years from che recordation of this D ~ c l z r a -
  tion, the provisions of this subarticle shall be ineffective a n e
 inapplicable to effectuate the annexation of any Phase(s) of The
 Townes at Southpark not vet then annexed through khe procedures
 set forth herein.    The Poregoing sentence shall not affec; any
 Phases already annexed into The Townes at Southpzrk as provided
 above on the date seven years from the recordation cf ;his
        IN WITNESS WHEREOF Pulte Eome Corporation. a , ~ i c n i g a c
 cor~aration,has executed this ins t r u r n i T o f this f / ' . r - - day of

STATE OF AIqIZONA                          )
                                           )   ss.
County of Maricopa                         )

         ;.---    The fore5oing -instrumenk wzs achnoi.ileeqed before me : n i j     . .
-                                           , 1 9 8 6 by ..:.- . , . . , - c.
     '     /   ,'-
  '7         day . of ; / . ......,.:'.. :.              . r . - .
                                                                        :   :   ,. . th?
/,.'.,>-:.:. :..;. .,; f,. - j              of ?ULTE BO~E   CO.??ORATION. 2 ;.licz:ga;
corporat$on, on behalf of such corporation.

My       Commission Expires :
                         .-;.-Ti $ 7
                                                      EXHIBIT :

                                               LEGAL DESCKIPrLIO?J

L o t s 1 t h r o u g h 1 4 2 , i n c l u s i v e , a n d T r a c t s A t h r o u g h E , i ! l c i u s i \ , e , T:i
TOhTES AT SOUTHPARK, a c c o r d i n g t o Book 1 S S , p a g e 1 6 , r e c o r d s o f
Maricopa County, Arizona.

                                                               RODNEY L . ?!ORRIS >!OR?IS h I?.SSCCI.i..TES,
                                                               INC., a n A r i z o n a C o r p o r a c i o c
                                                                             :8   .
                                                                                       ,   '
                                                                                                             9   '

                                                                       President               1

STATE OF ARIZONA                          )
                                          1 ss
County o f F l a r i c o p a              )

The f o r e g o i n g i n s t r u m e n t was a c k n o w l e d g e d b e f o r e me t h i s :7.: (!2y o f
 Y y)l:,k.,.                     , 1 9 8 6 , by Rodney L . ? ! o r r i s , P r e s i d e n t o f RODSEY i.
MORRIS & ASSOCIATES, a n A r i z o n a c o r p o r a t i o n , on b e h a l f o f s u c l l

Ply C o n m i s s i o n E x p i r e s :

      J=$/    Ir7
E G I N N I N G a t a p o i n t i n t h e n o r t h e r l y i i n o o? s a i d s o u t h e a s t c u a r c e r , s t i c

p o i n t a l s o b e i n g t h e n o r t h e a s t e r l y c o r n e r of saiG The Townes a t Sou:?

Thence a l o n g t n e bounoary l i n e of szic Ti>? Tom5s a: South i : : ~ ,

G001j158" b
          :                                       c=nrave '.;etcerlv a s !:r'ii~; 2 r a r i - 5
                        300.00 f e l t co a

of 750.00 f e e t ;
Tnence sou:h2;ly           217.42 f e e t along s a i s           Ztiiv?   t n r o a c z a cznCr3l ;-?la         2-

16036'35" :o a p o i n t on a r a g i a l l i n e            c3    s a i c curve;

Thence S o u t h 79°26'55" :'!es:            165.C3 f ~ i ;

Thence, l e a v i n g s a i o 3ounca;y          l i n e , iiorth :Y026'55" E a s t 6 . 5 0 1-;.?:;

Tne accve C e s c r i L e c s a r c o i of land c o n t a i n s a c s . y s ~ i e Ca r e a of 7.$1 ;=r=s.
?:?;;ips ;y: zsL
:;=c   Cnjin-.erin? Coipor2:iOn
 ~ 2 2 0 F ~ i L;ne,
       5.                  S u i t e 1 2 , Tez>e, Aiiz3na E52E2
 ;532 j L32-,5i57
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       * I

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