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VIEWS: 26 PAGES: 60

									                                                                  PART I
         DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS**

                                                     Article I. Definitions                                                                 Page
Secs. 1--36...................................................................................................................................6-12
                                                 Article II. Membership
Sec. 1.                 Membership.........................................................................................................12
Sec. 2.                 Transfer. ..............................................................................................................12
Sec. 3.                 Election Committee. ...........................................................................................13
Sec. 4.                 Voting Rights.......................................................................................................13
Sec. 5.                 Classes of Voting Membership.....................................................................13, 14
Sec. 6.                 Membership Agreement. ....................................................................................14
Sec. 7.                 Approval of Members..........................................................................................15
                            Article III. Covenant for Maintenance Assessments
Sec. 1.                 Creation of the Lien and Personal Obligation of Assessments..................15, 16
Sec. 2.                 Purpose of Assessments......................................................................................16
Sec. 3.                 Regular Assessments. .........................................................................................16
Sec. 4.                 Capital Improvement Assessments. ..................................................................16
Sec. 5.                 Uniform Rate of Assessment..............................................................................17
Sec. 6.                 Certification of Payment. ...................................................................................17
Sec. 7.                 Exempt Property. ................................................................................................17
Sec. 8.                 Special Assessments. ..........................................................................................17
Sec. 9.                 Cable Television Service Assessment................................................................17
Sec. 10.                Lake Assessment.................................................................................................18
Sec. 11.                Date of Commencement of Regular Assessments.............................................18
Sec. 12.                Maximum Regular Assessments..................................................................18, 19
Sec. 13.                No Offsets. ...........................................................................................................19
Sec. 14.                Control of Community Facilities........................................................................19
Sec. 15.                Reserves...............................................................................................................20
                                 Article IV. Nonpayment of Assessments
Sec. 1.                 Delinquency.........................................................................................................20
Sec. 2.                 Notice of Lien. .....................................................................................................20
Sec. 3.                 Foreclosure Sale. .................................................................................................21
Sec. 4.                 Curing of Default. ...............................................................................................21
Sec. 5.                 Cumulative Remedies.........................................................................................21




* Editor's note--The Declaration of Covenants, Conditions and Restrictions of the
Association was recorded with the Orange County Recorder on June 9, 1976, Book 11766,
pages 420--484, document no. 12237. The text has been printed without change, other than
as to changes made at the direction of the association to correct errors or for stylistic
conformity.



                                                                        1                                                     Revised 6/01
                                    WOODBRIDGE VILLAGE ASSOCIATION CODE                                                         Page


                                Article V. Architectural Control
Sec. 1.        Appointment of Architectural Committees. ................................................21, 22
Sec. 2.        General Provisions..............................................................................................22
Sec. 3.        Approval and Conformity of Plans...............................................................22, 23
Sec. 4.        Appeal. .................................................................................................................23
Sec. 5.        Non-Applicability to Declarant. .........................................................................23
Sec. 6.        Non-Applicability to Apartment Area Ownership............................................24
Sec. 7.        Reconstruction of Condominiums. .....................................................................24
                   Article VI. Duties and Powers of the Association
Sec. 1.        General Duties and Powers of the Association. .......................................... 24-26
Sec. 2.        Association Rules. ...............................................................................................26
Sec. 3.        Delegation of Powers. .........................................................................................26
Sec. 4.        Pledge of Assessment Rights........................................................................26, 27
                          Article VII. Repair and Maintenance
Sec. 1.        Repair and Maintenance by Association. ..........................................................27
Sec. 2.        Relationship with Maintenance Associations. ............................................27, 28
Sec. 3.        Repair and Maintenance by Owner. ..................................................................28
Sec. 4.        Standards for Maintenance and Installation....................................................28
Sec. 5.        Right of Association to Maintain and Install. ...................................................29
Sec. 6.        Maintenance by Lake Committee. .....................................................................30
                                         Article VIII. Insurance
Sec. 1.        Types....................................................................................................................30
Sec. 2.        Waiver by Members. ...........................................................................................31
Sec. 3.        Other Insurance; Annual Review. .....................................................................31
Sec. 4.        Premiums and Proceeds. ....................................................................................31
Sec. 5.        Abandonment of Replacement Cost Insurance.................................................31
Sec. 6.        Payment of Taxes or Premiums by First Mortgagees. ...............................31, 32
Sec. 7.        Requirements of Federal Agencies and Corporations. .....................................32
                            Article IX. Destruction of Improvements
                                        Article X. Eminent Domain
                                        Article XI. Use Restrictions
Sec. 1.        Single Family Residential. .................................................................................33
Sec. 2.        Commercial Use. .................................................................................................33
Sec. 3.        Signs.....................................................................................................................33
Sec. 4.        Nuisance. .............................................................................................................34
Sec. 5.        Temporary Structures. .......................................................................................34
Sec. 6.        Vehicles................................................................................................................34
Sec. 7.        Animals................................................................................................................34
Sec. 8.        Oil and Mineral Rights. ......................................................................................35
Sec. 9.        Unsightly Items...................................................................................................35
Sec. 10.       Antennae. ............................................................................................................35
Sec. 11.       Drainage. .............................................................................................................35
Sec. 12.       Garages................................................................................................................35
Sec. 13.       Maintenance Association Use Restrictions. ......................................................36




Revised 6/01                                                   2
                              COVENANTS, CONDITIONS AND RESTRICTIONS                                                        Page


               Article XII. Rights in the Community Facilities
Sec. 1.    Members' Right of Enjoyment......................................................................36, 37
Sec. 2.    Delegation of Use. ...............................................................................................37
Sec. 3.    Waiver of Use. .....................................................................................................38
                                     Article XIII. Easements
Sec. 1.    Amendment to Eliminate Easements................................................................38
Sec. 2.    Owners' Rights and Duties: Utilities and Cable Television.............................38
Sec. 3.    Utilities. ...............................................................................................................38
Sec. 4.    Cable Television. .................................................................................................39
Sec. 5.    Oil and Mineral Rights. ......................................................................................39
Sec. 6.    Construction and Sales.......................................................................................39
Sec. 7.    Sideyard Easements. ....................................................................................40, 41
Sec. 8.    Public Bicycle and Pedestrian Trails.................................................................41
Sec. 9.    Repair and Maintenance. ...................................................................................41
Sec. 10.   Support and Settlement. ....................................................................................41
Sec. 11.   Encroachment. ....................................................................................................41
Sec. 12.   Irvine Unified School District. ...........................................................................42
Sec. 13.   Community Facilities Easement........................................................................42
Sec. 14.   Maintenance Association Easement..................................................................42
Sec. 15.   Nature of Easements. .........................................................................................42
Sec. 16.   Transfer of Easements........................................................................................42
                         Article XIV. Lake and Lagoon
Sec. 1.    Appointment of Lake Committee.................................................................42, 43
Sec. 2.    General Duties and Powers of the Lake Committee. .......................................43
Sec. 3.    Lake Assessment.................................................................................................43
Sec. 4.    Maintenance of the Lake and Lagoon. ..............................................................44
Sec. 5.    Relationship With Board ....................................................................................44
Sec. 6.    Date of Commencement of Lake Assessments..................................................45
Sec. 7.    Maximum Lake Assessments.............................................................................45
Sec. 8.    Nonpayment of Lake Assessment......................................................................45
Sec. 9.    Lake Manager. ....................................................................................................46
Sec. 10.   Declarant's Rights in Lake and Lagoon. ...........................................................46
           Article XV. Integrated Nature of the Covered Property                                                           Page
Sec. 1.    Annexation Without Approval and Pursuant to General Plan..................46, 47
Sec. 2.    Development of the Village. ...............................................................................47
Sec. 3.    Annexation Pursuant to Approval. ....................................................................47
Sec. 4.    Supplementary Declarations........................................................................47, 48
Sec. 5.    Mergers or Consolidations..................................................................................48




                                                           3                                                      Revised 6/01
                                    WOODBRIDGE VILLAGE ASSOCIATION CODE


                                  Article XVI. Rights of Lenders
Sec. 1.        Filing Notice; Notices and Approvals. ...............................................................48
Sec. 2.        Priority of Mortgage Lien. ..................................................................................49
Sec. 3.        Curing Defaults...................................................................................................49
Sec. 4.        Resale...................................................................................................................49
Sec. 5.        Relationship with Assessment Liens.................................................................49
Sec. 6.        Seventy-Five Percent Vote of Institutional Mortgagees. .................................50
Sec. 7.        Other Rights of Institutional Mortgagees. ........................................................50
Sec. 8.        Mortgagees Furnishing Information. ................................................................51
Sec. 9.        Right of First Refusal. ........................................................................................51
Sec. 10.       Conflicts. ..............................................................................................................51
Sec. 11.       Voting Rights of Institutional Mortgages. ........................................................51
Sec. 12.       Notice of Destruction of Taking. ........................................................................51

                               Article XVII. General Provisions
Sec. 1.        Enforcement. .......................................................................................................52
Sec. 2.        Severability. ........................................................................................................52
Sec. 3.        Term.....................................................................................................................52
Sec. 4.        Construction. .......................................................................................................52
Sec. 5.        Amendments. ......................................................................................................53
Sec. 6.        Singular Includes Plural. ...................................................................................53
Sec. 7.        Nuisance. .............................................................................................................53
Sec. 8.        Attorneys' Fees....................................................................................................53
Sec. 9.        Notices. ..........................................................................................................53, 54
Sec. 10.       Obligations of Declarant.....................................................................................54
Sec. 11.       Effect of Declaration.......................................................................................54
Sec. 12.       Personal Covenant. .............................................................................................54
Sec. 13.       Nonliability of Officials.......................................................................................54
Sec. 14.       FHA/VA Approval. ..............................................................................................55
Sec. 15.       Enforcement of Bonded Obligations. ...........................................................55, 56
Sec. 16.       Maintenance Association Status........................................................................56
Sec. 17.       Leases. .................................................................................................................56
Sec. 18.       Party Wall......................................................................................................56, 57
Sec. 19.       Construction by Declarant. ................................................................................57

                      Article XVIII. Apartment Area Ownership
Sec. 1.        Delegation of Vote...............................................................................................57
Sec. 2.        Applicability of Declaration................................................................................58
Sec. 3.        Payment of Assessments. ...................................................................................58
Sec. 4.        Delegation of Use. ...............................................................................................58
Sec. 5.        Conversion to Condominium. .............................................................................58
               The Irvine Company Signature Page ................................................................59
               Exhibits.......................................................................................................... 60-74




Revised 6/01                                                   4
                   COVENANTS, CONDITIONS AND RESTRICTIONS


    This Declaration made this 9th day of June, 1976, by The Irvine Company, a West
Virginia Corporation. The Irvine Company, its successors and assigns shall hereafter be
referred to as “Declarant.”


                                       RECITALS
    A. Declarant is the fee owner of the real property described in Exhibit A to this
Declaration, which shall be the initial Covered Property under this Declaration and the
real property which may from time to time be annexed pursuant to this Declaration and
become a part of the Covered Property. This Declaration is being imposed by the
Declarant upon the Covered Property.
     B. Declarant has deemed it desirable to establish covenants, conditions and
restrictions upon the Covered Property and each and every portion thereof, which will
constitute a general scheme for the management of the Village, and for the use,
occupancy and enjoyment thereof, all for the purpose of enhancing and protecting the
value, desirability and attractiveness of the Covered Property and enhancing the quality
of life within the Village.
    C. It is desirable for the efficient management of the Village and the preservation
of the value, desirability and attractiveness of the Covered Property to create a
corporation to which should be delegated and assigned the powers of managing the
Village, maintaining and administering the Community Facilities and administering and
enforcing these covenants, conditions and restrictions and collecting and disbursing
funds pursuant to the assessment and charges hereinafter created and referred to and
to perform such other acts as shall generally benefit the Village.
   D. Woodbridge Village Association, a nonprofit corporation, has been incorporated
under the laws of the State of California for the purpose of exercising the powers and
functions aforesaid.
   E. Declarant will hereafter hold and convey title to all of the Covered Property
subject to certain protective covenants, conditions and restrictions hereafter set forth.
    Now therefore, Declarant hereby covenants, agrees and declares that all of its
interest as the same may from time to time appear in the Covered Property shall be
held and conveyed subject to the following covenants, conditions, restrictions and
easements which are hereby declared to be for the benefit of said interests in the
Covered Property, and the owners of said interests, their successors and assigns. These
covenants, conditions, restrictions and easements shall run with said interests and
shall be binding upon all parties having or acquiring any right or title in said interests
or any part thereof, and shall inure to the benefit of each owner thereof and are
imposed upon said interests and every part thereof as a servitude in favor of each and
every of said interests as the dominant tenement or tenements.




                                            5                                Revised 6/01
Art. I, § 1         WOODBRIDGE VILLAGE ASSOCIATION CODE


                               ARTICLE I. DEFINITIONS
   Unless the context clearly indicates otherwise, the following terms used in this
Declaration are defined as follows:
Section 1.
    “Apartment Area” shall mean and refer to the property described as such on Exhibit
B, and to any property so designated in a Supplementary Declaration. The Apartment
Area shall be subject to this Declaration as provided in the Article hereof entitled
“Apartment Area Ownership.”
Section 2.
     “Apartment Area Owner” shall mean and refer to the fee owner of any portion of the
Apartment Area; provided, however, in the event that an Apartment Area Owner leases
a portion of the Apartment Area, the lessee thereof shall be deemed the Apartment Area
Owner as to such leased portion in the event such lease so provides and such lease is
filed with the Board. In such event, such lessee shall have all of the rights and
obligations of an Apartment Area Owner under this Declaration as to such leased
portion for the term of said lease. As used in this Section, “lease” shall refer to a
commercial lease of a portion of the Apartment Area containing more than one
Apartment Unit and shall not refer to the lease of individual Apartment Units for
residential purposes.
Section 3.
    “Apartment Unit” shall mean and refer to a residential apartment in an apartment
building located within the Apartment Area.
Section 4.
     “Architectural Committee” shall mean and refer to each of the committees provided
for in the Article hereof entitled “Architectural Control.”
Section 5.
   “Articles” and “Bylaws” shall mean and refer to the Articles of Incorporation and
Bylaws of the Association as the same may from time to time be duly amended.
Section 6.
   “Assessments.” The following meanings shall be given to the assessments
hereinafter defined:
    “Regular Assessment” shall mean the amount which is to be paid by each Member
to the Association for Common Expenses.
    “Special Assessment” shall mean a charge against a particular Owner and his Lot,
directly attributable to the Owner, to reimburse the Association for costs incurred in
bringing the Owner and his Lot into compliance with the provisions of this Declaration,
the Articles, Bylaws or Association Rules, or any other charge designated as a Special
Assessment in this Declaration, the Articles, Bylaws or the Association Rules, together
with attorneys’ fees and other charges payable by such Owner, pursuant to the
provisions of this Declaration, plus interest thereon as provided for in this Declaration.




Revised 6/01                                6
                   COVENANTS, CONDITIONS AND RESTRICTIONS                    Art. I, § 11


    “Reconstruction Assessment” shall mean a charge against each Member and his
Lot representing a portion of the cost to the Association for reconstruction of any
portion or portions of the Community Facilities pursuant to the provisions of this
Declaration.
   “Capital Improvement Assessment” shall mean a charge against each Member and
his Lot, representing a portion of the cost to the Association for installation or
construction of any capital improvements on any of the Community Facilities which the
Association may from time to time authorize pursuant to the provisions of this
Declaration.
   “Cable Television Service Assessment” shall mean a charge against a particular
Owner and his Lot for cable television services obtained by the Association for the
benefit of such Owner as provided in this Declaration.
    “Lake Assessment” shall mean the amount which is to be paid by each Member to
the Lake Committee for Lake Expenses.
Section 7.
    “Association” shall mean and refer to Woodbridge Village Association, a nonprofit
corporation, incorporated under the laws of the State of California, its successors and
assigns.
Section 8.
    “Association Rules” shall mean rules adopted by the Association pursuant to the
Article hereof entitled “Duties and Powers of the Association.”
Section 9.
   “Board” shall mean the Board of Directors of the Association.
Section 10.
    “City” shall mean and refer to the City of Irvine, California, a municipal corporation
of the State of California.
Section 11.
   “Common Expenses” shall mean and refer to the actual and estimated costs of:
   (a)   Maintenance, management, operation, repair and replacement of the
         Community Facilities, and all other areas on the Covered Property which are
         maintained by the Association;
   (b) Unpaid Special, Reconstruction and Capital Improvement Assessments;
   (c)   Maintenance by the Association of areas within the public right-of-way of
         public streets in the vicinity of the Covered Property as provided in this
         Declaration or pursuant to agreements with the City;
   (d) Costs of management and administration of the Association, including, but not
       limited to, compensation paid by the Association to managers, accountants,
       attorneys and employees;




                                            7                                Revised 6/01
Art. I, § 11          WOODBRIDGE VILLAGE ASSOCIATION CODE


    (e)   The costs of utilities, trash pickup and disposal, gardening and other services
          benefiting the Owners and their Lots to the extent such services are paid for by
          the Association;
    (f)   The costs of fire, casualty, liability, workmen's compensation and other
          insurance covering the Community Facilities;
    (g)   The costs of any other insurance obtained by the Association;
    (h) Reasonable reserves as deemed appropriate by the Board;
    (i)   The costs of bonding of the members of the Board, any professional managing
          agent or any other person handling the funds of the Association;
    (j)   Taxes paid by the Association;
    (k) Amounts paid by the Association for discharge of any lien or encumbrance
        levied against the Community Facilities or portions thereof;
    (l)   Costs incurred by the Architectural Committee or other committees of the
          Association; and
    (m) The costs of any other item or items designated by, or in accordance with, other
        expenses incurred by the Association for any reason whatsoever in connection
        with the Community Facilities, this Declaration, the Articles or the Bylaws or in
        furtherance of the purposes of the Association or in the discharge of any
        obligations imposed on the Association by this Declaration. Notwithstanding
        the foregoing, Common Expenses shall not include any expenses that are Lake
        Expenses.
Section 12.
    “Community Facilities” shall mean all real property and the improvements thereon,
including, without limitation, any private storm drains, private streets, private utilities,
private parks, open space, trails and slopes owned or leased from time to time by the
Association for the common use and enjoyment of the Members, which upon the date of
the first conveyance of a Lot to an Owner shall be that certain property described on
Exhibit B. Any real property denominated as “Community Facilities” in a
Supplementary Declaration shall be conveyed to the Association upon the first
conveyance of a Lot located within the real property which is annexed to the coverage
hereof by such Supplementary Declaration. Declarant shall convey the Community
Facilities to the Association free of all liens and encumbrances except current real
property taxes (which taxes shall be prorate as of the date of conveyance), title
exceptions of record and the covenants, conditions, reservations and restrictions
contained in this Declaration.
Section 13.
   “Condominium” and “Condominium Owner” shall mean respectively the estate and
the Owner thereof of any condominium within the Covered Property within any
condominium project established pursuant to Section 1351 and following of the Civil
Code of the state of California or any similar statute hereinafter enacted.




Revised 6/01                                 8
                   COVENANTS, CONDITIONS AND RESTRICTIONS                    Art. I, § 20


Section 14.
    “Covered Property” shall mean and refer to all the real property described on Exhibit
A hereto and, subsequent to the annexation thereof pursuant to this Declaration, any
real property which shall become subject to this Declaration.
Section 15.
    “Development Lessee” shall mean and refer to any individual partnership, joint
venture, corporation or other entity to which Declarant leases any portion of its
property shown on Exhibit C, for the purpose of developing on such leased land a
residential, commercial or recreational project, and such lease or a memorandum
thereof is recorded.
Section 16.
    “Dwelling” shall mean the residential dwelling unit together with garages and other
structures on the same Lot, and in case of a Condominium all elements of a “unit”
conveyed to an Owner, as “unit” is defined on the condominium plan recorded for said
Condominium pursuant to the California Civil Code.
Section 17.
    “Election Committee” shall mean and refer to the committee provided for in the
Article hereof entitled “Membership.”
Section 18.
    “Exhibit” shall mean and refer to those documents so designated herein and
attached hereto and each of such Exhibits is by this reference incorporated in this
Declaration.
Section 19.
    “Institutional Mortgagee” shall mean and refer to a Mortgagee which is a bank, or
savings and loan association, or established mortgage company, or other entity
chartered under Federal or state laws, any corporation or insurance company, any
Federal or state agency, or any other institution specified by the Board in a recorded
instrument.
Section 20.
    “Lagoon” shall mean and refer to that portion of the Community Facilities adjacent
to the Lake which is set aside for swimming and other related recreational activities.
Upon the date of the first conveyance of a Lot to an Owner, the real property known as
Lot 12 of Tract 9123 per map filed in Book 365, Page 29, of Miscellaneous Maps in the
Office of the County Recorder of Orange County, California, shall be designated as the
Lagoon. The term “Lagoon” shall also include any property so designated in any
Supplementary Declaration.




                                           9                                Revised 6/01
Art. I, § 21         WOODBRIDGE VILLAGE ASSOCIATION CODE


Section 21.
    “Lake” shall mean and refer to that portion of the Community Facilities set aside for
use as a recreational lake. Upon the date of the first conveyance of a Lot to an Owner,
the real property known as Lot O of Tract 9123 per map filed in Book 365, Page 29, of
Miscellaneous Maps, in the Office of the County Recorder of Orange County, California,
shall be designated as the Lake. The term “Lake” shall also include any property so
designated in any Supplementary Declaration.
Section 22.
    “Lake Committee” shall mean and refer to the committee established pursuant to
the Article hereof entitled “Lake and Lagoon.”
Section 23.
    “Lake Expenses” shall mean and refer to the actual and estimated:
    (a)   Direct costs of maintenance, management, operation and repair of the Lake
          and Lagoon, including costs of water, costs of management and administration
          of the Lake Committee, including, but not limited to, compensation paid to
          managers, accountants, attorneys and employees; and
    (b) Reasonable reserves as appropriate, the costs of bonding of the members of the
        Lake Committee and any employees thereof, and the costs of any other item or
        items designated by or in accordance with other expenses incurred by the Lake
        Committee for any reason whatsoever in connection with the Lake and Lagoon,
        this Declaration, the Articles or the Bylaws or in furtherance of the purposes of
        the Lake Committee or in the discharge of any obligations imposed on the Lake
        Committee by this Declaration.
Section 24.
   “Lot” shall mean and refer to a lot shown on any recorded final tract map or parcel
shown on any recorded parcel map filed by Declarant to the extent such lots or parcels
are part of the Covered Property; provided, however, “Lot” shall not include any
Community Facilities or any real property owned or leased by a Maintenance
Association for the common use and enjoyment of its members. “Lot” shall also mean
any Condominium. Subject to the provisions of the Article herein entitled “Apartment
Area Ownership,” “Lot” shall also mean the portion of the Apartment Area owned by an
Apartment Area Owner, even though such portion may contain more than one
apartment building.




Revised 6/01                               10
                   COVENANTS, CONDITIONS AND RESTRICTIONS                     Art. I, § 31


Section 25.
    “Maintenance Association” shall mean and refer to any incorporated or
unincorporated association which is formed to facilitate the maintenance and operation
of any portion of the Covered Property which is either owned in common by the Owners
who are members of such association or which is owned by such association for the
benefit of the Owners who are its members, or to enforce or administer any declaration
of covenants, conditions and restrictions recorded by Declarant, other than those
contained herein or in a Supplementary Declaration, which may be applicable to a
particular portion of the Covered Property.
Section 26.
    “Member” shall mean and refer to every person or entity who qualifies for
membership pursuant to the Article of this Declaration entitled “Membership,”
including Declarant so long as Declarant qualifies for membership pursuant to said
Article.
Section 27.
    “Membership Agreement” shall mean and refer to an agreement in the form
attached as Exhibit D or any other form specified by the Board.
Section 28.
   “Mortgage” shall mean and refer to any duly recorded mortgage or deed of trust
encumbering a Lot.
Section 29.
    “Mortgagee” shall mean and refer to the mortgagee or beneficiary under any
Mortgage. A “First Mortgagee” shall mean and refer to a Mortgagee whose Mortgage has
priority over any other Mortgage encumbering a specific Lot.
Section 30.
   “North Lake Area” shall mean and refer to the real property designated as such on
Exhibit C.
Section 31.
     “Owner” shall mean and refer to one or more persons or entities who are alone or
collectively the record owner of a fee simple title to a Lot, including Declarant or the
vendee under an installment land sales contract, but excluding those having such
interest merely as security for the performance of an obligation. The fee owner of a Lot
within the Apartment Area shall be deemed to be an Owner subject to the provisions in
the Article hereof entitled “Apartment Area Ownership.” With the exception of Lots
within the Apartment Area which shall be governed by the Section of this Article
entitled “Apartment Area Owner,” if a Lot is leased by Declarant and recorded, the
lessee and not the Declarant shall be deemed the Owner. If fee title to a Lot, including a
Lot within the Apartment Area, is owned other than by Declarant, the Owner of the fee
title and not the lessee of such Lot shall be deemed the Owner except as otherwise
provided in the Section of this Article entitled “Apartment Area Owner.”




                                            11                                Revised 6/01
Art. I, § 32         WOODBRIDGE VILLAGE ASSOCIATION CODE


Section 32.
   “Phase” shall mean and refer to the four divisions of land described as such on
Exhibit C. Each of the North Lake Area and the South Lake Area is divided into two (2)
Phases.
Section 33.
   “South Lake Area” shall mean and refer to the real property designated as such on
Exhibit C.
Section 34.
    “Structure” shall mean and refer to anything erected, constructed, placed or
installed upon (i) the portion of a Lot between the front or side of a Dwelling and the
contiguous street, or (ii) upon the portion of a Lot behind a Dwelling and to height of
three (3) feet or more above the established ground level.
Section 35.
    “Supplementary Declaration” shall mean those certain declarations of covenants,
conditions and restrictions, or similar instruments, annexing additional property
extending the plan of this Declaration to such additional property as provided in the
Article of this Declaration entitled “Integrated Nature of the Covered Property.”
Section 36.
     “Village” shall mean and refer to all of the Covered Property together with all of the
Dwellings and other improvements constructed hereon as well as all of the persons
living therein.


                              ARTICLE II. MEMBERSHIP
Section 1. Membership.
   Every Owner shall be a Member of the Association subject to the terms of this
Declaration, the Articles, Bylaws and Association Rules.
Section 2. Transfer.
    The membership held by any Owner shall not be transferred, pledged or alienated
in any way, except upon the conveyance or encumbrance of such Lot and then only to
the purchaser or Mortgagee of such Lot. Any attempt to make a prohibited transfer is
void and will not be reflected upon the books and records of the Association. In the
event an Owner should fail or refuse to transfer the membership registered in his name
to the transferee of such Owner's interest in such Lot, the Association shall have the
right to record the transfer upon the books of the Association.




Revised 6/01                                12
                   COVENANTS, CONDITIONS AND RESTRICTIONS                   Art. II, § 5


Section 3. Election Committee.
    The Election Committee shall be appointed annually by the Board to nominate
candidates for the Board, regulate nominations, evaluate voting requirements, regulate
voting procedures and campaigns, and adopt rules to ensure an orderly and fair
election of directors. The Board may from time to time vest the Election Committee with
certain rule-making powers for the limited purpose of effectuating the fair and orderly
election of directors.
Section 4. Voting Rights.
   All voting rights shall be subject to the restriction and limitations provided herein
and in the Articles, Bylaws and Association Rules.
Section 5. Classes of Voting Membership.
   The Association shall have three (3) classes of voting membership.
   Class A. Class A Members shall be all Owners with the exception of the Declarant
   and the Apartment Area Owners. Class A Members shall be entitled to one (1) vote
   for each Lot in which they hold the interest required for membership. When more
   than one person owns a portion of the interest required for membership, each such
   person shall be a Member and the vote for such Lot shall be exercised as they
   among themselves determine, but in no event shall more than one (1) vote be cast
   with respect to any Lot. The Association shall not be required to recognize the vote
   or written assent of any such co-Owner except the vote or written assent of the co-
   Owner designated in a writing executed by all of such co-Owners and delivered to
   the Association.
   Class B. The Class B Member shall be Declarant. The Class B Member shall be
   entitled to three (3) votes for each Lot in which it holds the interest required for
   membership; provided that the Class B Membership shall cease and be converted to
   Class A Membership on the happening of either of the following events, whichever
   occurs earlier:
   (a)   When the total votes outstanding in the Class A Membership equals the
         appropriate number set forth on Exhibit H, or
   (b) December 31, 1984.
   Class C. The Class C Members shall be the Apartment Area Owners subject to the
   provisions of the Article of this Declaration entitled “Apartment Area Ownership.”
   Each Apartment Area Owner shall be entitled to a number of votes determined by
   multiplying the net acreage of the portion of the Apartment Area owned by such
   Apartment Area Owner times seven and twenty-four one-hundredths (7.24). A
   fractional number of votes shall be rounded off to the nearest whole number and
   each Apartment Area Owner shall be entitled to at least one (1) vote regardless of
   the net acreage of the portion of the Apartment Area owned by such Apartment Area
   Owner. As used in this Section, net acreage shall be determined from the record
   tract or parcel map, exclusive of any public rights-of-way.




                                          13                                Revised 6/01
Art. II, § 5         WOODBRIDGE VILLAGE ASSOCIATION CODE


    Special Class A Voting Rights. Notwithstanding the provisions of this Section, if the
    Class A Members do not have sufficient voting power pursuant to the voting rights
    set forth in this Declaration to elect at least one (1) director at any meeting at which
    directors are to be elected, and at which Class A Members are entitled to vote, then
    such Class A Members shall, by majority vote, among themselves, elect one (1)
    director and the remaining vacancies on the Board shall be elected by the Class B
    Members and the Class C Members. In no event shall the Class A Members be
    entitled to elect more than one (1) director to the Board pursuant to the provisions
    of this special Class A voting right.
Section 6. Membership Agreement.
    Each Owner other than the Apartment Area Owners and Declarant must execute a
Membership Agreement and deliver the same to the Association prior to or concurrently
with the recording of a deed conveying fee title to a Lot to such Owner, or the recording
of an installment land sales contract conveying equitable title, or the recording of a
lease from Declarant conveying leasehold title to a Lot to such Owner, or the recording
of a lease evidencing the subsequent transfer of such leasehold estate. Each Owner
must notify the immediate transferee of his Lot of such transferee's obligation to so
execute and deliver a Membership Agreement, but the failure to so notify a transferee
shall not relieve such transferee of his obligations under this Section. The provisions of
this Section shall not restrict or restrain in any way an Owner's ability to transfer his
Lot to a person who refuses to execute a Membership Agreement, nor shall the failure
to execute a Membership Agreement prevent any person from being a Member or Owner
under the terms of this Declaration, the Articles, Bylaws or Association Rules, or
excuse any Member from the payment of Assessments. An Owner who has not executed
and delivered a Membership Agreement shall automatically for a period of three (3)
months or such longer period specified in the Bylaws, but in no event to exceed one (1)
year, forfeit his right to vote as a Member and additionally forfeit his right to the use
and enjoyment of the Community Facilities and, subject to the following provisions of
this Section, such rights shall not be restored until the expiration of such period,
notwithstanding such Owner's execution and delivery of a Membership Agreement prior
to such expiration. If such owner has not executed and delivered a Membership
Agreement on or before the expiration of such period, subject to the following provisions
of this Section, his voting privileges and rights in the Community Facilities shall not be
restored until such execution and delivery. However, the Board may provide that
Members shall be entitled to the full privileges of membership in the Association
notwithstanding the failure to execute a Membership Agreement, or may further provide
that upon the execution of a Membership Agreement a Member's voting and other
privileges shall immediately attach, notwithstanding the automatic forfeitures described
above. In the event Members are entitled to a key, membership card or other token
evidencing or facilitating the right to use the Community Facilities, the Board may
require any Member who has not executed a Membership Agreement to return the
same to the Board. Nothing contained in this Section shall interfere with an Owner's
right to use private streets, if any, to gain ingress and egress to his Lot.




Revised 6/01                                14
                    COVENANTS, CONDITIONS AND RESTRICTIONS                   Art. III, § 1


Section 7. Approval of Members.
    Any provision of this Declaration or the Bylaws which requires the vote or written
assent of a specified majority of the voting power of the Association or any class or
classes of membership shall be deemed satisfied by the following:
   (a)   The vote of the specified majority at a meeting duly called and noticed pursuant
         to the provisions of the Bylaws dealing with annual or special meetings of the
         Members, unless a provision of this Declaration requires a special meeting
         only, provided that such majority must include the specified number of all
         Members entitled to vote at such meeting and not such a majority of a quorum
         of those Members present.
   (b) A writing or writings signed by the specified majority.
   (c)   A combination of votes or written assent, provided that Members shall not
         change their vote or written assent after it is cast or delivered, and provided
         further that only those written assents executed within sixty (60) days before or
         thirty (30) days after a meeting may be combined with votes cast at such
         meeting to constitute the specified majority.
   (d) In determining which Class A members are entitled to vote or give their written
       assent pursuant to any provisions of this Declaration, the Association shall not
       be required to recognize those Members who have not executed a Membership
       Agreement and delivered the same to the Association as of a record date fixed
       by the Board pursuant to the Bylaws with respect to the particular vote in
       question.
   (e)   In any matter requiring the consent of the Members, but not specifically
         provided for in this Declaration or the Articles, Bylaws, or any contract
         executed by the Association, a simple majority of the voting power of Members
         entitled to vote on such matter shall suffice.


            ARTICLE III. COVENANT FOR MAINTENANCE ASSESSMENTS
Section 1. Creation of the Lien and Personal Obligation of Assessments.
The Declarant, for each Lot owned by it, hereby covenants and agrees to pay, and each
Owner of any Lot by acceptance of a deed or other conveyance creating in such Owner
the interest required to be deemed an Owner, whether or not it shall be so expressed in
any such deed or other conveyance creating in such Owner the interest required to be
deemed an Owner, whether or not it shall be so expressed in any such deed or other
conveyance, is deemed to convenant and agree to pay to the Association: Regular
Assessments, Special Assessments, Capital Improvement Assessments, Reconstruction
Assessments, and Lake Assessments, such Assessments to be fixed, established and
collected from time to time as hereinafter provided. The Assessments, together with
interest thereon, late charges, attorneys' fees and court costs, and other costs of
collection thereof, as hereinafter provided, shall be a charge on the land and shall be a
continuing lien upon the Lot against which each such Assessment is made. Each such
Assessment, together with such interest late charges and costs and reasonable
attorneys' fees, shall also be the personal obligation of the Owner of such




                                            15                               Revised 6/01
Art. III, ¤ 1       WOODBRIDGE VILLAGE ASSOCIATION CODE


Lot at the time when the Assessment fell due. The personal obligation shall not pass to
the successors in title of an Owner unless expressly assumed by such successors.
Section 2. Purpose of Assessments.
    The Assessments levied by the Association shall be used exclusively for the
purposes of promoting the recreation, health, safety and welfare of the Members and
the management of the Village, enhancing the quality of life in the Village and the value
of the Covered Property including, without limitation, the improvement and
maintenance of the properties, services and facilities devoted to this purpose and
related to the use and enjoyment of the Community Facilities.
Section 3. Regular Assessments.
    The amount and time of payment of Regular Assessments shall be determined by
the Board pursuant to the Articles and Bylaws after giving due consideration to the
current maintenance, operational, and other costs and the future needs of the
Association. Not later than thirty (30) days prior to the beginning of each fiscal year of
the Association, the Board shall estimate the total Common Expenses to be incurred for
the forthcoming fiscal year. The Board shall then determine the amount of the Regular
Assessment to be paid by each Member. Written notice of the annual Regular
Assessments shall be sent to every Member. Each Member shall thereafter pay to the
Association his Regular Assessment in installments as established by the Board. In the
event the Board shall determine that the estimate of total charges for the current year
is, or will become, inadequate to meet all Common Expenses for any reasons, it shall
then immediately determine the approximate amount of such inadequacy and issue a
supplemental estimate of the Common Expenses and determine the revised amount of
Regular Assessment against each Member, and the date or dates when due.
Section 4. Capital Improvement Assessments.
    In addition to the Regular Assessments, the Association may levy in any calendar
year a Capital Improvement Assessment applicable to that year only, for the purpose of
defraying, in whole or in part, the cost of any construction or replacement (other than
due to destruction) of a described capital improvement upon the Community Facilities
to the extent the same is not covered by the provisions affecting Reconstruction
Assessments in the Article hereof entitled “Destruction of Improvements,” including the
necessary fixtures and personal property related thereto. All amounts collected as
Capital Improvement Assessments may only be used for capital improvements and
shall be deposited by the Board in a separate bank account to be held in trust for such
purposes. Said funds shall not be commingled with any other funds of the Association
and shall be deemed a contribution to the capital account of the Association by the
Members.




Revised 6/01                               16
                   COVENANTS, CONDITIONS AND RESTRICTIONS                     Art. III, § 9


Section 5. Uniform Rate of Assessment.
    Regular, Reconstruction, Capital Improvement, and Lake Assessments shall be
fixed at an equal amount for each Lot and may be collected at intervals selected by the
Board and Lake Committee as the case may be; provided, however, that Regular,
Reconstruction, Capital Improvement and Lake Assessments with respect to the
Apartment Area shall be fixed at a rate set forth in the Article hereof entitled
“Apartment Area Ownership.”
Section 6. Certification of Payment.
    The Association shall, upon demand, furnish to any Member liable for Assessments,
a certificate in writing signed by an officer or authorized agent of the Association,
setting forth whether the Assessments on a specified Lot have been paid, and the
amount of delinquency, if any. A reasonable charge not to exceed Fifteen Dollars
($15.00) may by collected by the Board for the issuance of these certificates. Such
certificates shall be conclusive evidence of payment of any Assessment therein stated to
have been paid.
Section 7. Exempt Property.
   The following portions of the Covered Property shall be exempt from the
Assessments created herein: (a) all properties dedicated to and accepted by, or
otherwise acquired by, a public authority; and (b) the Community Facilities. However,
no land or improvements devoted to residential use shall be exempt from said
Assessments.
Section 8. Special Assessments.
    Special Assessments shall be levied by the Board against a Lot to reimburse the
Association for costs incurred in bringing an Owner and his Lot into compliance with
the provisions at this Declaration, the Articles, the Bylaws or Association Rules, or any
other charges designated as a Special Assessment in this Declaration, the Articles,
Bylaws or Association Rules, together with attorneys' fees, interest and other charges
related thereto as provided in this Declaration. In the event the Association undertakes
to provide materials or services which benefit individual Lots and which can be
accepted or not by individual Owners, such as tree trimming, such Owners in accepting
such materials or services agree that the costs thereof shall be a Special Assessment.
Section 9. Cable Television Service Assessment.
     If the Board elects to contract for cable television service, Cable Television Service
Assessments shall be levied by the Board against the Owners who have subscribed for
cable television service. If an Owner subscribes for cable television service, the Cable
Television Service Assessment shall commence as to such Owner on the first day of the
month following the month in which he so subscribes and shall continue against such
Owner and any subsequent transferee of his Lot until the first day of the month
following the month in which any such Owner or transferee notifies the Board in writing
that he no longer wishes to subscribe to such service.




                                            17                                Revised 6/01
Art. III, § 10        WOODBRIDGE VILLAGE ASSOCIATION CODE


Section 10. Lake Assessment.
    Lake Assessments shall be levied by the Lake Committee, the Board or Declarant,
as the case may be, pursuant to the Article hereof entitled “Lake and Lagoon.”
Section 11. Date of Commencement of Regular Assessments.
   The Regular Assessments shall commence as to all Lots on the first day of the
month following the conveyance of the first Lot by Declarant to an individual Owner;
provided, however, the Regular Assessments, as to Lots in annexed areas, shall
commence with respect to all Lots within each such annexed area on the first day of the
month following the conveyance of the first Lot therein by Declarant to an individual
Owner. Provided, further, that in the event the amount budgeted to meet Common
Expenses for the current year proves to be excessive in light of the actual Common
Expenses, the Board in its discretion may either reduce the amount of the Regular
Assessment or may abate collection of Regular Assessments as it deems appropriate.
Provided, further, that in the event the amount budgeted to meet Common Expenses
proves to be excessive in light of the actual Common Expenses during a year in which
an area is annexed pursuant to the Article hereof entitled “Integrated Nature of the
Covered Property,” the Board in its discretion may either reduce the amount of the
Regular Assessment or may abate the collection of Regular Assessment as it deems
appropriate. Until such time as the Class B Membership has ceased and been
converted into Class A Membership, in no event shall a reduction in the amount or the
abatement in the collection of Regular Assessments pursuant to this Section (i) exceed
a period of six (6) months without the vote or written assent of a majority of the Class A
Members, or (ii) result in a quantity or quality of services diminished from those upon
which the Common Expense budget for the year in question is based.
Section 12. Maximum Regular Assessments.
    Notwithstanding the other provisions of this Article:
    (a)   The Regular Assessment for the year following the conveyance of the first Lot by
          Declarant shall be Two Hundred Sixty-Four and no/100ths Dollars ($264.00).
          Except upon the vote or written assent of a majority of each class of Members,
          the Board shall not increase the rate of Regular Assessments for any fiscal year
          by an amount which            is in excess of the previous fiscal year's Regular
          Assessment rate times the percentage which is the greater of (i) fifteen percent
          (15%), or (ii) the percentage increase as compared with the previous fiscal year
          in the Los Angeles-Long Beach Consumer Price Index, All Items, as established
          by the Department of Labor, Washington, D.C., or any similar index
          substituted therefor. Any meeting of Members called to approve an increase in
          Regular Assessments as hereinabove required shall be called and noticed
          pursuant to the procedures from time to time established in the Bylaws for the
          calling of special meetings of Members.




Revised 6/01                                18
                   COVENANTS, CONDITIONS AND RESTRICTIONS                    Art. III, § 14


    (b) To the extent the costs of capital improvements during any year shall exceed
        the sum of Ten Dollars ($10.00) per year per Owner, a Capital Improvement
        Assessment shall have the written assent or vote of a majority of each class of
        Members at a meeting duly called for this purpose, written notice of which shall
        be sent to all Members in accordance with the procedures from time to time
        established in the Bylaws for the calling of special meetings of Members. Any
        reserves collected by the Association for the future maintenance and repair of
        the Community Facilities, or any portion thereof, shall not be included in
        determining said annual capital improvement limitation.
   (c)   The maximum Lake Assessment shall be as set forth in the Article hereof
         entitled “Lake and Lagoon.”
Section 13. No Offsets.
    All Assessments shall be payable in the amount specified by the Assessment and no
offsets against such amount shall be permitted for any reason, including, without
limitation, a claim that the Association is not properly exercising its duties and powers
as provided in this Declaration.
Section 14. Control of Community Facilities.
     As provided in the Article hereof entitled “Definitions,” the Community Facilities
shall be conveyed to the Association on or before the first conveyance of a Lot in the
initial Covered Property or in an annexed area, as the case may be. However,
notwithstanding the foregoing, Declarant, Development Lessees, subcontractors and
the agents and employees of either shall have the right to come on the Community
Facilities to complete the construction of any landscaping or other improvement to be
installed on the Community Facilities. Also, notwithstanding the foregoing, in the event
that any of Declarant's subcontractors, Development Lessees, or the subcontractors of
a Development Lessee, are contractually obligated to maintain the landscaping and/or
other improvements on the Community Facilities, such maintenance shall not be
assumed by the Association until the termination of such contractual obligation.
Neither such construction nor such maintenance shall in any way postpone the
commencement of Assessments pursuant to this Article or entitle a Member to claim
any offset or reduction in the amount of such Assessments. If any excess of
Assessments collected over actual Common Expenses or Lake Expenses incurred by
the Association is caused by reason of construction or maintenance of the Community
Facilities as aforesaid, or otherwise, such excess shall be placed in the reserve to offset
the future expenses of the Association in any manner designated by the Board.




                                            19                                Revised 6/01
Art. III, § 15      WOODBRIDGE VILLAGE ASSOCIATION CODE


Section 15. Reserves.
    The Regular Assessments shall include reasonable amounts as determined by the
Board collected as reserves for the future periodic maintenance, repair or replacement
of all or a portion of the Community Facilities. All amounts collected as reserves,
whether pursuant to the preceding sentences of this Section or otherwise, shall be
deposited by the Board in a separate bank account to be held in trust for the purposes
for which they are collected and are to be segregated from and not commingled with any
other funds of the Association. Such reserves shall be deemed a contribution to the
capital account of the Association by the Members.


                   ARTICLE IV. NONPAYMENT OF ASSESSMENTS
Section 1. Delinquency.
    Any Assessment provided for in this Declaration which is not paid when due shall
be delinquent on said due date (the “delinquency date”). If any such Assessment is not
paid within thirty (30) days after the delinquency date, a late charge of Ten Dollars
($10.00) shall be levied and the Assessment shall bear interest from the delinquency
date at the rate of ten percent (10%) per annum. The Association may, at its option, and
without waiving the right to foreclose its lien against the Lot, bring an action at law
against the Member personally obligated to pay the same, and/or upon compliance
with the notice provisions set forth is Section 2 of this Article, to foreclose the lien
against the Lot. If action is commenced, there shall be added to the amount of such
Assessment the late charge, interest, the costs of preparing and filing the complaint in
such action, and attorneys' fees incurred in connection with the commencement of
such action and in the event a judgment is obtained, such judgment shall include said
late charge, interest and a reasonable attorneys' fee, together with the costs of action.
Each Member vests in the Association or its assigns the right and power to bring all
actions at law or lien foreclosure against such Member or other Members for the
collection of such delinquent Assessments.
Section 2. Notice of Lien.
    No action shall be brought to foreclose said Assessment lien or to proceed under the
power of sale herein provided until thirty (30) days after the date a notice of claim of
lien is deposited in the United States mail, certified or registered, postage prepaid, to
the Owner of said Lot, and a copy thereof is recorded by the Association in the office of
the County Recorder in which County the properties are located; said notice of claim of
lien must recite a good and sufficient legal description of any such Lot, the record
Owner or reputed Owner thereof, the amount claimed (which shall include interest on
the unpaid Assessment at the rate of ten percent (10%) per annum, a late charge of Ten
Dollars ($10.00), plus reasonable attorneys’ fees and expenses of collection in
connection with the debt secured by said lien), and the name and address of the
claimant.




Revised 6/01                               20
                   COVENANTS, CONDITIONS AND RESTRICTIONS                      Art. V, § 1


Section 3. Foreclosure Sale.
    Said Assessment lien may be enforced by sale by the Association, its attorney or
any other person authorized to make the sale after failure of the Owner to make the
payments specified in the notice of claim of lien within said thirty (30) day period. Any
such sale provided for above is to be conducted in accordance with the provisions of
Sections 2924, 2924b, and 2924c of the Civil Code of the State of California as said
statutes may from time to time be amended, applicable to the exercise of powers of sale
in mortgages and deeds of trust, or in any other manner permitted or provided by law.
The Association, through its duly authorized agents, shall have the power to bid on the
Lot, using Association funds, or funds borrowed for such purpose, at the sale, and to
acquire and hold, lease, mortgage and convey the same.
Section 4. Curing of Default.
    Upon the timely payment, or other satisfaction, of (i) all delinquent Assessments
specified in the notice of claim of lien, (ii) all other Assessments which have become due
and payable with respect to the Lot as to which such notice of claim of lien was
recorded and (iii) interest, late charges and attorneys' fees pursuant to this Declaration
and the notice of claim of lien which have accrued, officers of the Association or any
other persons designated by the Board are hereby authorized to file or record, as the
case may be, an appropriate release of such notice, upon payment by the defaulting
Owner of a fee, to be determined by the Association, but not to exceed Twenty-Five
Dollars ($25.00) to cover the costs of preparing and filing or recording such release.
Section 5. Cumulative Remedies.
   The Assessment Lien and the rights to foreclosure and sale thereunder shall be in
addition to and not in substitution for all other rights and remedies which the
Association and its assigns may have hereunder and by law, including a suit to recover
a money judgment for unpaid Assessments, as above provided.


                       ARTICLE V. ARCHITECTURAL CONTROL
Section 1. Appointment of Architectural Committees.
    The Declarant shall initially appoint an Architectural Committee for the North Lake
Area and shall appoint a separate Architectural Committee for the South Lake Area if
any portion of the South Lake area is annexed to the plan of this Declaration. Each
Architectural Committee shall consist of not less than three (3) persons who need not
be Members. The Declarant shall retain the right to appoint, augment or replace
members of an Architectural Committee until eight (8) years after the date of the
recording of this Declaration or until ninety percent (90%) of the Lots within the last
Phase to be developed on the Covered Property have been conveyed by Declarant,
whichever shall first occur, provided that Declarant may, at its sole option, transfer this
right as to either or both of the committees to the Board by written notice thereof prior
to the end of such period. Eight (8) years after the date of recording of this Declaration,
or when ninety percent (90%) of the Lots within the last Phase to be developed on the
Covered Property have been conveyed by the Declarant, whichever shall first occur, the
right to appoint, augment or replace members of an Architectural Committee shall
automatically be transferred to the Board.


                                            21                                Revised 6/01
Art. V, § 1          WOODBRIDGE VILLAGE ASSOCIATION CODE


    For the purpose of this Section, a Phase shall be deemed to be the last to be
developed on the Covered Property if no portion of another Phase is annexed to the plan
of this Declaration within the four (4) year period following the issuance of the first
Subdivision Public Report by the California Department of Real Estate for the sale of
Lots within such Phase.
Section 2. General Provisions.
    (a) The Architectural Committees may establish reasonable rules and may assess
a fee not to exceed Fifty Dollars ($50.00) per submission of plans in connection with
review of plans and specifications including, without limitation, the number of sets of
plans to be submitted, provided, however, for room additions, the fees assessed shall be
in an amount necessary to reimburse the Association for its costs in such review
process. (Revised 1-6-93)
    However, an Architectural Committee may delegate its plan review responsibilities
to one or more members of such Architectural Committee. Upon such delegation, the
approval or disapproval of plans and specifications by such persons shall be equivalent
to approval or disapproval by the entire Architectural Committee. Unless any such
rules regarding submission of plans are complied with, such plans and specifications
shall be deemed not submitted.
    (b) The address of the Architectural Committees shall be the principal office of the
Association as designated by the Board pursuant to the Bylaws. Such address shall be
the place for the submittal of plans and specifications and the place where the current
Architectural Standards, if any, shall be kept.
   (c) The establishment of the Architectural Committees and the systems herein for
architectural approval shall not be construed as changing any rights or restrictions
upon Owners to maintain, repair, alter, modify or otherwise have control over the
Dwellings or Lots as may otherwise be specified in this Declaration, in the Bylaws or in
any Association Rules.
Section 3. Approval and Conformity of Plans.
    The Board shall, from time to time, adopt and promulgate Architectural Standards
to be administered through the Architectural Committees. The Architectural Standards
shall include among other things those restrictions and limitations upon the Owners
set forth below:
    (a)   If the Architectural Standards so provide, no building, fence, wall or other
          structure shall be commenced, erected or maintained upon the Covered
          Property, nor shall there be any addition to or change in the exterior of any
          Dwelling, structure or other improvement, unless plans and specifications
          therefor have been submitted to and approved by the appropriate Architectural
          Committee;
    (b) Time limitations for the completion of any architectural improvements for
        which approval is required pursuant to the Architectural Standards; and




Revised 6/01                               22
                   COVENANTS, CONDITIONS AND RESTRICTIONS                     Art. V, § 5


    (c) The conformity of completed architectural improvements to plans and
        specifications approved by the Architectural Committee and to the
        Architectural Standards; provided, however, unless notice of noncompletion or
        noncompliance identifying the violating Lot and its Owner and specifying the
        reason for the notice executed by the appropriate Architectural Committee shall
        be filed of record in the Office of the County Recorder of Orange County,
        California, and given to such Owner within thirty (30) days of the expiration of
        the time limitation described in subsection (a) above or unless legal
        proceedings shall have been instituted to enforce compliance or completion
        within said thirty (30) day period, the completed architectural improvements
        [shall be considered] approved by the Architectural Committee and in
        compliance with the Architectural Standards of the Association.
    In addition, the Architectural Standards may include such other limitations and
restrictions as the Board in its reasonable discretion shall adopt including, without
limitation, the regulation of the following: construction, reconstruction, exterior
addition, change or alteration to or the maintenance of any building, structure, wall or
fence, including, without limitation, the nature, kind, shape, height, materials, exterior
color and surface and location of such Dwelling or structure.
    Plans and specifications are not approved for engineering design, and by approving
such plans and specifications neither the Architectural Committees, the members
thereof, the Association, the Members, the Board, nor Declarant assumes liability or
responsibility thereof, or for any defect in any structure constructed from such plans
and specifications. In the event an Architectural Committee fails to approve or
disapprove such plans and specifications within thirty (30) days after the same have
been duly submitted in accordance with any rules regarding such submission adopted
by such Architectural Committee, such plans and specifications will be deemed
approved.
Section 4. Appeal.
     In the event plans and specifications submitted to an Architectural Committee are
disapproved thereby, the party or parties making such submission may appeal in
writing to the Board. The written request must be received by the Board not more than
thirty (30) days following the final decision of the Architectural Committee. The Board
shall submit such request to the appropriate Architectural Committee for review, whose
written recommendations will be submitted to the Board. Within forty-five (45) days
following receipt of the request for appeal, the Board shall render its written decision.
The failure of the Board to render a decision within said forty-five (45) day period shall
be deemed a decision in favor of the appellant.
Section 5. Non-Applicability to Declarant.
    The provisions of this Article shall not apply to any Lot owned by Declarant or
Development Lessees prior to its first conveyance to a member of the public, nor shall
the provisions of this Article apply to Community Facilities prior to conveyance to the
Association.




                                           23                                Revised 6/01
Art. V, § 6           WOODBRIDGE VILLAGE ASSOCIATION CODE


Section 6. Non-Applicability to Apartment Area Ownership.
    The provisions of this Article shall not apply to the Apartment Area.
Section 7. Reconstruction of Condominiums.
    The reconstruction after destruction by casualty or otherwise of any Condominium
which is accomplished in substantial compliance with a condominium plan filed
covering the portion of the Covered Property in which such Condominium is situated
shall not require compliance with the provisions of this Article. Such reconstruction
shall be conclusively deemed to be in substantial compliance with such condominium
plan if it has received the approval of the Maintenance Association formed by
Condominium Owners within the portion of the Covered Property in which such
Condominium being reconstructed is located. This Section may not be modified or
eliminated without the prior vote or written assent of a majority of the Condominium
Owners. Provided, however, except upon the occasion of such reconstruction in
accordance with such condominium plan, the Architectural Standards, if any, shall
apply to a Maintenance Association consisting of Condominium Owners, or other
Owners, to the same extent as they apply to an individual Owner, unless the Board
provides otherwise.

               ARTICLE VI. DUTIES AND POWERS OF THE ASSOCIATION
Section 1. General Duties and Powers of the Association.
    In addition to the duties and powers enumerated in its Articles and Bylaws, or
elsewhere provided for herein, and without limiting the generality thereof, the
Association shall:
    (a)   Enforce the provisions of this Declaration, the Articles and the Bylaws by
          appropriate means and carry out the obligations of the Association hereunder,
          including without limitation the expenditure of funds of the Association, the
          employment of legal counsel, the commencement of actions, and the
          promulgation of the Association Rules as provided in the Bylaws and Section 2
          of this Article, which shall include the establishment of a system of fines or
          penalties enforceable as Special Assessments, also as provided for in the
          Bylaws;
    (b) Acquire, maintain and otherwise manage all of the Community Facilities and all
        facilities, improvements and landscaping thereon, and all personal property
        acquired by the Association;
    (c)   Pay any real and personal property taxes and other charges assessed against
          the Community Facilities unless the same are separately assessed to the
          Owners;
    (d) Obtain, for the benefit of the Community Facilities, all water, gas and electric,
        refuse collections and other services;
    (e)   Grant easements where necessary for utilities and sewer facilities over the
          Community Facilities to serve the Covered Property as provided in the Article
          hereof entitled “Rights in the Community Facilities”;




Revised 6/01                                24
                 COVENANTS, CONDITIONS AND RESTRICTIONS                     Art. VI, § 1


 (f) Contract for and maintain such policy or policies of insurance as may be
     required by the Declaration or as the Board deems necessary or desirable in
     furthering the purposes of and protecting the interest of the Association and its
     Members;
(g)   Delegate its powers to committees, officers, or employees as provided in the
      Bylaws, employ a manager or other persons and contract with independent
      contractors or managing agents who have professional experience in the
      management of condominium developments or planned unit developments to
      perform all or any part of the duties and responsibilities of the Association,
      provided that any contract with a person or firm appointed as a manager or
      managing agent the terms at which have not been approved by the Federal
      Housing Administration or the Veterans Administration shall be terminable for
      cause on not more than thirty (30) days' written notice by the Association and
      shall have a term of not more than one (1) year with successive one (1) year
      renewal periods upon mutual agreement of the parties;
(h) Establish and maintain a working capital and contingency fund in an amount
    to be determined by the Board;
(i)   Have the duty to maintain architectural control over the property and appoint
      Architectural Committees in connection therewith, pursuant to the Article
      hereof entitled “Architectural Control”;
(j)   Have the power of entry upon any Lot where necessary in connection with
      construction, maintenance or repair for the benefit of the Community Facilities
      or the Owners;
(k) Provide trash pickup and disposal service for the benefit of the Owners and
    their Lots;
(l)   Acquire real property by lease or purchase for offices or other facilities that may
      be necessary or convenient for the management of the Community Facilities,
      the administration of the affairs of the Association or for the benefit of the
      Members;
(m) Contract for cable television service for the benefit of the Owners who have
    subscribed for the service;
(n) Borrow money as may be needed for the administration of the Association and
    its functions and to pledge assets of the Association as security for such loan
    subject to the provisions of the Article hereof entitled “Rights in the Community
    Facilities” and the Section of this Article entitled “Pledge of Assessment Rights”;
(o)   Negotiate contracts and grant commercial concessions over portions of the
      Community Facilities, provided that any such contract with an affiliate of
      Declarant having a term of more than one (1) year shall require the majority
      vote or written approval of the Class A Members;




                                          25                                Revised 6/01
Art. VI, § 1         WOODBRIDGE VILLAGE ASSOCIATION CODE


    (p) Have the power to establish in cooperation with the City a special tax
        assessment district for the performance of all or a portion of the maintenance
        and other functions now within the responsibility of the Association, together
        with the right to convey or lease, with or without the payment of monetary
        consideration, all or any portion of the Community Facilities to said district;
        and
    (q)   Negotiate and enter into contracts with Institutional Mortgagees and mortgage
          insurers and guarantors as may be necessary or desirable to facilitate the
          availability of loans secured by Mortgages within the Covered Property.
Section 2. Association Rules.
    The Board shall also have the power pursuant to the procedures set forth in the
Bylaws to adopt, amend and repeal such rules and regulations as it deems reasonable
(the “Association Rules”). The Association Rules shall govern such matters in
furtherance of the purposes of the Association, including, without limitation, the use of
the Community Facilities; provided, however, that the Association Rules may not
discriminate among Owners, except to reflect the different nature of the rights of an
Apartment Area Owner or the Tenants of Apartment Units as provided in the Article
hereof entitled “Apartment Area Ownership,” and shall not be inconsistent with this
Declaration, the Articles or Bylaws. A copy of the Association Rules as they may from
time to time be adopted, amended or repealed shall be delivered to each Owner in the
same manner established in this Declaration for the delivering of notices. Upon such
delivery, said Association Rules shall have the same force and effect as if they were set
forth in and were part of this Declaration. The Association Rules, as adopted, amended
or repealed shall be available at the principal office of the Association to each Owner
and Institutional Mortgagee upon request. In the event of any conflict between any such
Association Rules and any other provisions of this Declaration, the Articles or the
Bylaws, the provisions of the Association Rules shall be deemed to be superseded by
the provisions of this Declaration, the Articles or the Bylaws to the extent of any such
inconsistency.
Section 3. Delegation of Powers.
    The Association shall have the right according to law to delegate any of its powers
under this Declaration, the Articles and Bylaws, provided, however, no such delegation
whether to a professional management company, the Architectural Committee, the Lake
Committee or otherwise shall relieve the Association of its obligation to perform such
delegated duty.
Section 4. Pledge of Assessment Rights.
    The Association shall have the power to pledge to exercise its Assessment powers to
obtain funds to repay a debt of the Association; provided, however, any such pledge
shall require the prior affirmative vote or written assent of not less than seventy-five
percent (75%) of the Class A Members at a meeting duly called and noticed pursuant to
the provisions of the Bylaws dealing with special meetings of Members. The Association
may levy Special Assessments against the Members to obtain such funds. Upon the
failure of any Member to pay said Special Assessment when due, the Association may




Revised 6/01                               26
                       COVENANTS, CONDITIONS AND RESTRICTIONS Art. VII, § 2


exercise all of its rights, including, without limitation, the right to foreclose its lien,
pursuant to the Article hereof entitled “Nonpayment of Assessments.”
                      ARTICLE VII. REPAIR AND MAINTENANCE
Section 1. Repair and Maintenance by Association.
    Without limiting the generality of the statement of duties and powers contained in
this Declaration, the Association shall have the duty to accomplish the following upon
the Lots, Community Facilities or other land in such manner and at such times as the
Board shall prescribe:
   (a)   Maintain all private walkways, bicycle paths, trails or other pedestrian paths
         located on the Community Facilities;
   (b) Maintain all private streets and adjacent streetscapes within the Covered
       Property in conformance with the standard of maintenance established by the
       Director of Public Works of the City for public streets and streetscapes within
       the City, provided that if such maintenance of such private streets and
       streetscapes is the responsibility of a Maintenance Association, the Association
       shall cause such Maintenance Association to conform to such standards and if
       such Maintenance Association fails to so conform the Association may perform
       such maintenance itself and levy on the members of such Maintenance
       Association a Special Assessment therefor;
   (c)   Maintain, repair, restore, replace and make necessary improvements to the
         Community Facilities;
   (d) Maintain all drainage facilities and easements located on the Community
       Facilities in accordance with the requirements of the Orange County Flood
       Control District;
   (e)   Cause the appropriate public utility to maintain any utility easements located
         on the Community Facilities;
   (f)   Maintain the public rights-of-way shown on Exhibit F and any other public
         rights-of-way designated in a Supplementary Declaration according to the
         standards established by the City's Director of Public Works for public rights-
         of-way in the City;
   (g)   Maintain the exterior (defined to mean the side fronting on any public right-of-
         way or Community Facilities) of those lot perimeter walls or fences identified on
         Exhibit E and any other lot perimeter walls or fences designated in a
         Supplementary Declaration; and
   (h) Maintain all other areas, facilities, equipment, services or aesthetic components
       of whatsoever nature as may from time to time be requested by the vote or
       written consent of two-thirds (2/3) of the Members.
Section 2. Relationship with Maintenance Associations.
   For the purposes of this Declaration, a Maintenance Association shall be deemed
responsible for the maintenance of the area if a declaration of covenants, conditions
and restrictions recorded by Declarant designates such area to be maintained by such
Maintenance Association. The Association shall be responsible for such maintenance or
other obligations, if any, imposed on the Association by a declaration of covenants,


                                            27                                Revised 6/01
Art. VII, § 2         WOODBRIDGE VILLAGE ASSOCIATION CODE


conditions and restrictions recorded by Declarant for a portion of the Covered Property,
or any amendments thereto to which the Association consents in writing, and in such
event no Maintenance Association shall be responsible therefor. The members of a
Maintenance Association shall not amend any such declaration to terminate or modify
the maintenance responsibilities of such Maintenance Association without the prior
written approval of the Board. In the event that a Maintenance Association does not
execute its maintenance responsibilities in compliance with the Architectural standards
and the section of this Article entitled “Standards of maintenance and Installation,” the
Association may perform such maintenance itself and levy on the members of such
Maintenance Association a Special Assessment therefor.


Section 3. Repair and Maintenance by Owner.
    Except as the Association shall be obligated to repair and maintain as may be
provided in this Declaration, and except as a Maintenance Association is responsible
for the maintenance of Lots and Dwellings, every owner shall:
    (a)   Maintain the exterior of his Dwelling, walls, fences and roof of his Dwelling in
          good condition and repair; and
    (b) Install and thereafter maintain in attractive and viable condition front yard
        landscaping in accordance with the provisions of this Article;
    (c)   In the event the Board shall determine that the lot perimeter walls and fences
          have been damaged from within the Lot, notwithstanding that such damage
          may be to the Lot perimeter walls and fences which are to be maintained by the
          Association pursuant to the terms of this Article, the Owner of the Lot shall be
          responsible for repairing such damage in a timely manner and in accordance
          with such rules as the Board or Architectural Committee shall from time to
          time adopt. In the event such repair is not so accomplished by the Owner, the
          Association or its delegates shall have the right at reasonable times to enter the
          Lot to effect such repair, and the cost thereof shall be charged to the Owner of
          the Lot, and, if not paid in a timely manner, shall be a Special Assessment.
Section 4. Standards for Maintenance and Installation.
   (a) Maintenance of the exterior of Dwellings, walls, fences and roofs shall be
accomplished in accordance with the Architectural Standards and, if required by the
Architectural Standards, only after approval of the Architectural Committee; and
    (b) All portions of a Lot which are unimproved with a Dwelling or Structure shall
be landscaped by the Owner thereof on or before a date six (6) months from the original
conveyance of such Lot by Declarant; provided, however, the foregoing shall not apply
to Condominium Owners. Thereafter, such landscaping shall be maintained by the
Owner in a clean, safe and attractive condition according to any rules promulgated by
the Board. Any Maintenance Association shall maintain any landscaped areas which it
owns or which are owned in common by its members in a clean, safe and attractive
condition according to any rules promulgated by the Board.




Revised 6/01                                 28
                      COVENANTS, CONDITIONS AND RESTRICTIONS                    Art. VII, § 5


Section 5. Right of Association to Maintain and Install.
    In the event any Owner fails to maintain the exterior of his Dwelling or the walls,
fences and roof thereof, or to install and thereafter maintain landscaping on his Lot in
accordance with this Article, the Association may cause such maintenance and
installation to be accomplished as hereinafter set forth.
   (a)   Upon finding by the Board of a deficiency in such maintenance or installation,
         the Board shall give notice of deficiency to the responsible Owner which shall
         briefly describe the deficiency and set a date for hearing before the Board or a
         committee selected by the Board for such purposes. The Board may delegate its
         power under this Subsection to a duly appointed committee of the Association.
   (b) Such hearing shall be held not less than ten (10) nor more than thirty (30) days
       from the date of said notice.
   (c)   Such hearing shall be conducted according to such reasonable rules and
         procedures as the Board shall adopt and which shall provide the Owner with
         the right to present oral and written evidence and to confront and cross-
         examine adverse witnesses. If the Board or any such committee renders a
         decision against the responsible Owner, it shall further set a date by which the
         deficiency is to be corrected by the responsible Owner. A decision of such
         committee may be appealed to the Board, but a decision of the Board shall be
         final.
   (d) If the deficiency continues to exist after the time limitation imposed by a final
       decision of the Board or any such committee, the Board or such committee may
       cause such maintenance or installation to be accomplished.
   (e)   In the event the Board or such committee elects to cause such maintenance or
         installation to be accomplished, the following shall apply:
         (i)    The responsible Owner shall have no more than ten (10) days following the
                receipt thereby of written notice of such election from the Board or such
                committee to select a day or days upon which such maintenance or
                installation work shall be accomplished;
         (ii)   The date which said Owner selects shall be not less than fifteen (15) days
                nor more than forty-five (45) days following the last day of said ten (10) day
                period;
         (iii) If said Owner does not select such day or days within said ten (10) day
                period, the Board or such committee may select a day or days upon which
                such work may be accomplished which shall be not less than twenty-five
                (25) nor more than fifty-five (55) days from the last day of said ten (10) day
                period; and
         (iv) Unless the Owner and the Board otherwise agree, such maintenance or
              installation shall take place only during daylight hours on any day,
              Monday through Friday, excluding holidays.
   (f)   If the Association pays for all or any portion of such maintenance or
         installation, such amount shall be a Special Assessment to the affected Owner
         and Lot.




                                               29                                Revised 6/01
Art. VII, ¤ 6         WOODBRIDGE VILLAGE ASSOCIATION CODE


Section 6. Maintenance by Lake Committee.
    The Lake Committee may perform the maintenance duties of the Association as to
the Lake and Lagoon as provided in the Article hereof entitled “Lake and Lagoon.”


                                ARTICLE VIII. INSURANCE
Section 1. Types.
   The Association, to the extent available, shall obtain and continue in effect in its
own name the following types of insurance:
    (a)   A comprehensive policy of public liability insurance covering the Community
          Facilities with a limit of not less than One Million Dollars ($1,000,000) for
          claims for personal injury and/or property damage arising out of a single
          occurrence, such coverage to include protection against water damage liability,
          liability for non-owned and hired automobile and liability for property of others,
          and such other risks as shall customarily be covered with respect to similar
          planned unit developments in the area of the Covered Property, and shall
          contain a “severability of interest” endorsement or the equivalent which shall
          preclude the insurer from denying the claim of an Owner because of negligent
          acts or omissions of the Association or other Owners.
    (b) A policy of fire and casualty insurance with extended coverage for the full
        replacement value of the Community Facilities (including all building service
        equipment and the like), without deduction for depreciation, with an “agreed
        amount endorsement” or its equivalent and clauses waiving subrogation
        against Members and the Association and persons upon the Covered Property
        with the permission of a Member, such insurance to afford protection against
        at least loss or damage by fire and other hazards covered by the standard
        extended coverage endorsement, and by sprinkler leakage, debris removal, cost
        of demolition, vandalism, malicious mischief, windstorm, water damage, and
        such other risks as shall customarily be covered with respect to similar
        planned unit developments in the area of the Covered Property.
    (c)   Fidelity coverage against dishonest acts on the part of directors, officers,
          employees or volunteers who handle or who are responsible to handle the
          funds of the Association, and such fidelity bonds shall name the Association as
          obligee, shall be written in an amount equal to the amount necessary to
          properly protect the Association's assets, including reserves, as determined
          from time to time by the Board of Directors, but in no event less than the then
          current requirements of Federal National Mortgage Association, Government
          National Mortgage Association, Federal Home Loan Mortgage Corporation, the
          Federal Housing Administration and the Veterans Administration, and shall
          contain waivers of any defense based on the exclusion of persons who serve
          without compensation or from any definition of “employee” or similar
          expression. (Amended by vote of the membership August 1988.)




Revised 6/01                                 30
                   COVENANTS, CONDITIONS AND RESTRICTIONS                  Art. VIII, § 6


Section 2. Waiver by Members.
   As to each of said policies which will not be voided or impaired thereby, the
Members hereby waive and release all claims against the Association, the Board, the
Declarant and agents and employees of each of the foregoing, with respect to any loss
covered by such insurance, whether or not caused by negligence of or breach of any
agreement by said persons, but to the extent of insurance proceeds received in
compensation for such loss only.
Section 3. Other Insurance; Annual Review.
    The Association may purchase such other insurance as it may deem necessary,
including, but not limited to, plate-glass insurance, workmen's compensation, officers'
and directors' liability, and errors and omission insurance. The Board shall annually
determine whether the amounts and types of insurance it has obtained provide
adequate coverage for the Community Facilities in light of increased construction costs,
inflation, practice in the area in which the Covered Property is located, or any other
factor which tends to indicate that either additional insurance policies or increased
coverage under existing policies are necessary or desirable to protect the interests of
the Association. If the Board determines that increased coverage or additional
insurance is appropriate, it shall obtain same.
Section 4. Premiums and Proceeds.
    Insurance premiums for any such blanket insurance coverage obtained by the
Association and any other insurance deemed necessary by the Association shall be a
Common Expense to be included in the Regular Assessments levied by the Association.
Insurance proceeds shall be used by the Association for the repair or replacement of
the property for which the insurance was carried, or otherwise disposed of as provided
in the Article hereof entitled “Destruction of Improvements.” The Association is hereby
granted the authority to negotiate loss settlements with the appropriate insurance
carriers. Any two (2) directors of the Association may sign a loss claim form and release
form in connection with the settlement of a loss claim, and such signatures shall be
binding on the Association and the Members.
Section 5. Abandonment of Replacement Cost Insurance.
   Unless at least seventy-five percent (75%) of the Institutional Mortgagees based on
one (1) vote for each First Mortgage have given their prior written approval, the
Association shall not be entitled to fail to maintain the extended coverage fire and
casualty insurance required by this Article on less than a one hundred percent (100%)
current replacement cost basis.
Section 6. Payment of Taxes or Premiums by First Mortgagees.
    First Mortgagees may, jointly or singly, pay taxes or other charges which are in
default and which may or have become a charge against the Community Facilities,
unless such taxes or charges are separately assessed against the Owners, in which
case the right of First Mortgagees shall be governed by the provisions of their
Mortgages. First Mortgagees may, jointly or singly, also pay overdue premiums on
hazard insurance policies, or secure new hazard insurance coverage on the lapse of a
policy, for the Community Facilities and First Mortgagees making such payments shall



                                           31                               Revised 6/01
Art. VIII, § 6        WOODBRIDGE VILLAGE ASSOCIATION CODE


be owed immediate reimbursement therefor from the Association. Entitlement to such
reimbursement shall be reflected in an agreement in favor of any First Mortgagee which
requests the same to be executed by the Association.
Section 7. Requirements of Federal Agencies and Corporations.
    Notwithstanding the foregoing provisions of this Article, the Association shall
continuously maintain in effect such casualty, flood and liability insurance and a
fidelity bond meeting the insurance and fidelity bond requirements for planned unit
development projects established by Federal National Mortgage Association,
Government National Mortgage Association, Federal Home Loan Mortgage Corporation,
the Federal Housing Administration and the Veterans Administration, so long as either
is a Mortgagee or Owner within the Covered Property, or insures or guarantees a
Mortgage of a Lot, as the case may be, except to the extent such coverage is not
available or has been waived in writing by the foregoing entries.


                   ARTICLE IX. DESTRUCTION OF IMPROVEMENTS
    In the event of partial or total destruction of improvements upon the Community
Facilities, it shall be the duty of the Association to restore and repair the same to its former
condition as promptly as practical. The proceeds of any insurance maintained pursuant
hereto shall be used for such purpose, subject to the prior rights of Mortgagees whose
interest may be protected by said policies. In the event that the amount available from the
proceeds of such insurance policies for such restoration and repair shall be at least eighty-
five percent (85%) of the estimated cost of restoration and repair or the cost not covered by
insurance proceeds is less than the sum of Ten Dollars ($10.00) per Lot per year, a
Reconstruction Assessment, with each Owner contributing a like sum, may be levied by the
Association to provide the necessary funds for such purpose. In the event that the amount
available from the proceeds of such insurance policies shall be less than eighty-five percent
(85%) of the estimated cost of restoration and repair or greater than the sum of Ten Dollars
($10.00) per Lot per year, the improvements shall not be replaced or restored unless a
majority of the voting power of the Association agrees in writing to such replacement or
restoration or gives its affirmative vote at a meeting duly called therefor. Such majority vote
must include at least a seventy-five percent (75%) majority of the Class A Members. In the
event of a determination as provided above, not to replace or restore the improvements on
the Community Facilities, the Community Facilities shall be cleared and landscaped for
community park use and the costs thereof shall be paid for with the insurance proceeds, and
any deficiency may be raised by Reconstruction Assessment in an amount determined by the
Board. In the event any excess insurance proceeds remain, the Board, in its sole discretion,
may retain such sums in the general funds of the Association or distribute pro rata all or a
portion thereof to the Members, subject to the prior rights of Mortgagees whose interest may
be protected by insurance policies carried by the Association. The rights of the Owner and
the Mortgagee of his Lot as to such pro rata distribution shall be governed by the provisions
of the Mortgage encumbering such Lot. All amounts collected as Reconstruction Assessments
shall only be used for the purposes set forth in this Article and shall be deposited by the
Board in a separate bank account to be held in trust for such purposes. Such funds shall not
be commingled with any other funds of the Association and shall be deemed a contribution to
he capital account of the Association by the Members.



Revised 6/01                                  32
                    COVENANTS, CONDITIONS AND RESTRICTIONS                    Art. XI, § 3


                            ARTICLE X. EMINENT DOMAIN
    The term “taking” as used in this Article shall mean condemnation by eminent
domain or sale under threat of condemnation. In the event of a threatened taking of all
or any portion of the Community Facilities, the Members hereby appoint the Board and
such persons as the Board may delegate to represent all of the Members in connection
with the taking. The Board shall act in its sole discretion with respect to any awards
being made in connection with the taking and shall be entitled to make a voluntary sale
to the condemnor in lieu of engaging in a condemnation action. Any awards received on
account of the taking shall be paid to the Association. In the event of a taking of less
than all of the Community Facilities and the Improvements thereon shall apply as in
the case of destruction of improvements upon the Community Facilities. In the event of
a total taking, the Board may in its sole discretion retain any award in the general
funds of the Association or distribute pro rata all or a portion thereof to the Members.
The rights of an Owner and the Mortgagee of his Lot as to such pro rata distribution
shall be governed by the provisions of the Mortgage encumbering such a lot.


                           ARTICLE XI. USE RESTRICTIONS
Section 1. Single Family Residential.
   All Lots shall be known and described as residential Lots and shall be used for no
purpose other than residential purposes. No building shall be erected, altered, placed
or permitted to remain on any Lot other than a building used as a single family
Dwelling.
Section 2. Commercial Use.
    Subject to the section entitled “Construction and Sales” of the Article hereof entitled
“Easements,” no part of a Lot or Dwelling shall be used or caused to be used or allowed
or authorized in any way, directly or indirectly, for any business, commercial,
manufacturing, mercantile, storing, vending, or other such nonresidential purposes;
provided, however, that the Association shall have the right to provide or authorize
such services on the Community Facilities as it deems appropriate for the enjoyment of
the Community Facilities or for the benefit of the Members.
Section 3. Signs.
    No sign or billboard of any kind shall be displayed to the public view on any portion
of the Covered Property except such signs as may be used by Declarant or its sales
agents in connection with the development of the covered Property and sale of the Lots;
provided, however, that a Member may display in his Lot a sign advertising its sale or
lease by him so long as such shall comply with any customary and reasonable
standards promulgated by the Board as to the size, color, shape or other qualification
for permitted signs.




                                            33                                Revised 6/01
Art. XI, § 4        WOODBRIDGE VILLAGE ASSOCIATION CODE


Section 4. Nuisance.
    No noxious or offensive trade or activity shall be carried on upon any Lot or any
part of the Covered Property, nor shall anything be done thereon which may be or may
become an annoyance or nuisance to the neighborhood, or which shall, in any way,
interfere with the quiet enjoyment of each of the Owners of his respective Dwelling, or
which shall in any way increase the rate of insurance.
Section 5. Temporary Structures.
    No structure of a temporary character, trailer, basement, tent, shack, garage, barn
or other out-building shall hereafter be used on any Lot at any time, either temporarily
or permanently.
Section 6. Vehicles.
    No trailer, camper, boat or similar equipment shall hereafter be permitted to remain
upon any Lot, unless placed or maintained within an enclosed garage, or unless
obscured from view of the adjoining Lots, streets, or alleys by a fence or appropriate
screen, nor permitted to be parked other than temporarily, on any street, alley, or
Community Facilities within the Covered Property. Temporary parking shall mean
parking of vehicles belonging to guests or Owners, delivery trucks, service vehicles and
other commercial vehicles being used in the furnishing of services to the Association or
the Owners and parking of vehicles belonging to or being used by Owners for loading
and unloading purposes. The Board may adopt rules for the regulation of the admission
and parking of vehicles within the Covered Property, including the assessment of
charges to Owners who violate or whose invitees violate such rules. Any charges so
assessed shall be Special Assessments. Any fence or screen required under this Section
shall comply with any standards promulgated by the Board as to size, color or other
qualification for permitted fences or screens.
Section 7. Animals.
    No animals, livestock or poultry of any kind shall be raised, bred or kept on any Lot,
except that dogs, cats or other household pets may be kept on the Lots, provided they
are not kept, bred or maintained for any commercial purpose, or in numbers deemed
unreasonable by the Board. Notwithstanding the foregoing, no animals or fowl may be
kept on the Lots which in the good faith judgment of the Board or a committee selected
by the Board in the good faith judgment of the Board or a committee selected by the
Board for this purpose, result in an annoyance or are obnoxious to residents in the
vicinity. All animals permitted to be kept by this Section shall be kept on a leash when
on any portion of the Covered Property except within a Lot.




Revised 6/01                               34
                   COVENANTS, CONDITIONS AND RESTRICTIONS                  Art. XI, § 12


Section 8. Oil and Mineral Rights.
    No oil drilling, oil development operations, oil refining, quarrying, or mining
operations of any kind shall be permitted upon or in any Lot nor, subsequent to the
recording of this Declaration, shall oil wells, tanks, tunnels, or mineral excavations or
shafts be installed upon the surface of any Lot or within five hundred (500) feet below
the surface of such properties. No derrick or other structure designed for use in boring
for water, oil or natural gas shall be erected, maintained or permitted upon any Lot.
Section 9. Unsightly Items.
    All weeds, rubbish, debris or unsightly materials or objects of any kind shall be
regularly removed from the Lots and shall not be allowed to accumulate thereon. All
clotheslines, refuse containers, woodpiles, storage areas, machinery and equipment
shall be prohibited upon any Lot unless obscured from view of adjoining streets, lots,
alleys or Community Facilities nearest such portion of the property from a height of six
(6) feet or less. Any fence or screen required by this Section shall comply with any
standards promulgated by the Board as to size, color or other qualification for
permitted fences or screens.
Section 10. Antennae.
    No television, radio, or other electronic antennae or device of any type shall
hereafter be erected, constructed, placed or permitted to remain on any of the Lots, or
upon any of the buildings constructed on such Lots unless and until the same shall
have been approved in writing by the appropriate Architectural Committee, or unless
the same be contained within a house or building.
Section 11. Drainage.
    All drainage of water from any Lot and the improvements thereon shall drain or flow
as set forth below:
   (a)   Any such water may drain or flow into adjacent streets or alleys and shall not
         be allowed to drain or flow upon, across or under adjoining Lots or community
         Facilities unless an easement for such purpose is granted.
   (b) All slopes or terraces on any Lot shall be maintained so as to prevent any
       erosion thereof upon adjacent streets or adjoining property.
Section 12. Garages.
    No garage doors shall be permitted to remain open except for a temporary purpose,
and the Board may adopt rules for the regulation of the opening of garage doors,
including the assessment of charges to Owners who violate or whose invitees violate
such rules. Any charges so assessed shall be Special Assessments.




                                           35                               Revised 6/01
Art. XI, § 13        WOODBRIDGE VILLAGE ASSOCIATION CODE


Section 13. Maintenance Association Use Restrictions.
    Nothing herein shall prevent a Maintenance Association from adopting use
restrictions for its portion of the Covered Property which are more restrictive then those
set forth herein, provided that such restrictions shall in no way modify the provisions
hereof.


                ARTICLE XII. RIGHTS IN THE COMMUNITY FACILITIES
Section 1. Members' Right of Enjoyment.
    Every Member shall have a nonexclusive easement for use and enjoyment in and to
the Community Facilities, and such right shall be appurtenant to and shall pass with
the interest required to be an Owner to every Lot, subject to the following provisions:
   (a)   The right of the Association to limit the number of guests of Members and to
         limit the use of the Community Facilities by persons not in possession of a Lot,
         but owning a portion of the interest in a Lot required for membership, provided,
         however, that the Apartment Area Owner shall have the right to delegate his
         right or enjoyment to the Community Facilities as specified in the Article herein
         entitled “Apartment Area Ownership.”
   (b) The right of the Association to establish reasonable rules and regulations
       pertaining to the use of the Community Facilities.
   (c)   The right of the Association, in accordance with its Articles and Bylaws, to
         borrow money for the purpose of improving, replacing, restoring or expanding
         the Community Facilities or adding new Community Facilities and in aid
         thereof, to mortgage said property, provided that the prior affirmative vote or
         written approval of a majority of each class of Members has been obtained to
         mortgage said property, and provided further that the rights of such mortgages
         shall be subordinated to the rights of the Members. In the event of a default
         upon any such mortgage of the Community Facilities, the lender's rights
         thereunder shall be limited to a right, after taking possession of such
         properties, to charge admission and other fees as a condition to continued
         enjoyment of the Members and, if necessary, to open the enjoyment of the
         Community Facilities to a wider public until the mortgage debt is satisfied,
         whereupon the possession of such properties shall be returned to the
         Association and all rights of the Members hereunder shall be fully restored.
   (d) The right of the Association to suspend the right to use the recreational
       facilities, if any, located on the Community Facilities, by a Member for any
       period during which any Assessment against his lot remains unpaid and
       delinquent; and for a period not to exceed thirty (30) days for any single
       infraction of the rules and regulations of the Association provided that any
       suspension of such right to use the recreational facilities located on the
       Community Facilities, except for failure to pay Assessments shall be made only
       by the Association or a duly appointed committee thereof, after notice and
       hearing given and held in accordance with the Bylaws.




Revised 6/01                                36
                   COVENANTS, CONDITIONS AND RESTRICTIONS                   Art. XII, § 2


    (e) The right of the Association subject to the approval rights of Mortgagees
        pursuant to the Article hereof entitled “Rights of Lenders,” to dedicate or
        transfer all or any part of the Community Facilities to any public agency,
        authority or utility or other entity for such purposes and subject to such
        conditions as may be agreed to by the Members. No such dedication or
        transfer, including, without limitation, the conveyance, lease or other transfer
        of any portion of the Community Facilities to a special tax assessment district
        or to the City, shall be effective unless an instrument signed by Members
        entitled to cast two-thirds (2/3) of the votes of the membership has been
        recorded, agreeing to such dedication or transfer, and unless written notice of
        the proposed action is sent to every Member not less than thirty (30) days nor
        more than sixty (60) days in advance.
   (f) The right of the Association to grant concessions for snack bars, proshops, boat
        rentals, launching, other boating activities and other commercial activities
        relating to the use and enjoyment of the Community Facilities by the Members,
        provided that any such contract with an affiliate of Declarant having a term of
        more than one (1) year shall have the majority vote or written approval of the
        Class A Members.
   (g) The right of the Association to levy a charge for the use of the recreational
        facilities, if any, located on the Community Facilities, including but not limited
        to any tennis club, beach club or swim club, the Lake and Lagoon and related
        facilities, including boat storage, permits, launching or rental.
   (h) The right of the Association to contract with any merchants association and/or
        merchants within such merchants association for their use and benefit derived
        from the Lake or any other Community Facilities.
   (i) The right of the Association to establish in cooperation with the City a special
        assessment district for the performance of all or a portion of the maintenance
        and other functions now within the responsibility of the Association, together
        with the right of the Association to convey, lease or otherwise transfer, subject
        to the provisions of subsection (e) above, all or any portion of the Community
        Facilities to said district.
   (j) The right of the Irvine Unified School District to a limited use of portions of the
        Community Facilities for park and school purposes pursuant to any easement
        now or hereafter granted by Declarant or the Association therefor.
   (k) The right of the Lake Committee to enforce its rules and regulations, and levy
        Lake Assessments.
Section 2. Delegation of Use.
    Any Member may delegate, subject to any applicable provisions of the Bylaws, his
right of enjoyment to the Community Facilities to the members of his family or his
tenants who reside on his Lot, or to his guests, subject to rules and regulations adopted
by the Board.




                                           37                                Revised 6/01
Art. XII, § 3         WOODBRIDGE VILLAGE ASSOCIATION CODE


Section 3. Waiver of Use.
    No member may exempt himself from personal liability for Assessments duly levied
by the Association, nor release the Lot owned by him from the liens and charges hereof,
by waiver of the use and enjoyment of the Community Facilities, or the abandonment of
his Lot.


                                ARTICLE XIII. EASEMENTS
Section 1. Amendment to Eliminate Easements.
    This Declaration cannot be amended to modify or eliminate the easements reserved
to Declarant herein without prior written approval of Declarant and any attempt to do
so shall have no effect. Any attempt to modify or eliminate this Section shall likewise
require the prior written approval of Declarant.
Section 2. Owners' Rights and Duties: Utilities and Cable Television.
     The rights and duties of the Owners with respect to water, sewer, electricity, gas,
telephone, cable television lines and drainage facilities shall be governed by the
following:
    (a)   Wherever sanitary sewer house connections, water house connections,
          electricity, gas, telephone and cable television lines or drainage facilities are
          installed within the Covered Property, the Owners of any Lot served by said
          connections, lines or facilities shall have the right, and there is hereby reserved
          to Declarant, together with the right to grant and transfer the same to Owners,
          an easement to the full extent necessary therefor, to enter upon the Lots owned
          by others, or to have utility companies enter upon the Lots owned by others, in
          or upon which said connections, lines or facilities, or any portion thereof lie, to
          repair, replace and generally maintain said connections as and when the same
          may be necessary as set forth below, provided that such Owner or utility
          company shall promptly repair any damage to a Lot caused by such entry as
          promptly as possible after completion of work theron.
    (b) Wherever sanitary sewer house connections, water house connections,
        electricity, gas, telephone or cable television lines or drainage facilities are
        installed within the Covered Property, which connections serve more than one
        (1) Lot, the owner of each Lot served by said connections shall be entitled to the
        full use and enjoyment of such portions of said connections which service his
        Lot.
Section 3. Utilities.
    Easements over the Covered Property for the installation and maintenance of
electric, telephone, cable television, water, gas, sanitary sewer lines and drainage
facilities as shown on the recorded tract or parcel maps of the Covered Property are
hereby reserved by Declarant, together with the right to grant and transfer the same.




Revised 6/01                                  38
                    COVENANTS, CONDITIONS AND RESTRICTIONS                    Art. XIII, § 6


Section 4. Cable Television.
    There is hereby reserved to Declarant, over the Covered Property, together with the
right to grant and transfer the same, the right to emplace on, under or across the
Covered Property transmission lines and other facilities for a community antenna
television system and thereafter to own and convey such lines and facilities and the
right to enter upon the Covered Property to service, maintain, repair, reconstruct and
replace said lines or facilities; provided, however, that the exercise of such rights does
not unreasonably interfere with any Owner's reasonable use and enjoyment of his Lot.
Section 5. Oil and Mineral Rights.
    There is hereby reserved to Declarant, together with the right to grant and transfer
the same, all oil, oil rights, minerals, mineral rights, natural gas rights, and other
hydrocarbons by whatsoever name known, geothermal steam, and all products derived
from any of the foregoing that may be within or under the Covered Property together
with the perpetual right of drilling, mining, exploring and operating therefor and storing
in and removing the same from said land or any other land, including the right to
whipstock or directionally drill and mine lands other than the Covered Property oil or
gas wells, tunnels and shafts into, through or across the subsurface of the Covered
Property and to bottom such whipstocked or directionally drilled wells, tunnels and
shafts under and beneath or beyond the exterior limits thereof, and to redrill, retunnel,
equip, maintain, repair, deepen and operate any such wells or mines without, however,
the right to drill, mine, store, explore and operate through the surface of the upper Five
Hundred (500) feet of the subsurface of the Covered Property.
Section 6. Construction and Sales.
     There is hereby reserved to Declarant, including, without limitation, its development
ground lessees, sales agents and representatives and prospective purchasers of Lots
together with the right in Declarant to grant and transfer the same, over the
Community Facilities as the same may from time to time exist, easements for
construction, display and exhibit purposes in connection with the erection and sale or
lease of Lots and Dwellings within the Covered Property; provided, however, that such
use shall not be for a period beyond the earlier of (i) eight (8) years from the conveyance
of the first Lot by Declarant or (ii) the sale by Declarant of all Lots within the last Phase
to be developed on the Covered Property, and provided further that no such use by
Declarant and others shall otherwise restrict the Members in the reasonable use and
enjoyment of the Community Facilities. For the purposes of this Section, a Phase shall
be deemed to be the last to be developed on the Covered Property if no portion of
another Phase is annexed to the plan or this Declaration within the four (4) year period
following the issuance of the first Subdivision Public Report by the California
Department of Real Estate for the sale of Lots within such Phase.




                                             39                                 Revised 6/01
Art. XIII, §7           WOODBRIDGE VILLAGE ASSOCIATION CODE


Section 7. Sideyard Easements.
    There is hereby reserved to Declarant, together with the right to grant and transfer
the same to the Owners of the Lots described as “Dominant Tenement” on Exhibit G,
sideyard easements as shown on said Exhibit which easements shall be appurtenant to
the Lots described on said Exhibit as “Dominant Tenement,” and which easements
shall burden the Lots described on Exhibit G as “Servient Tenement” such easements
shall be as follows:
    (a)   In favor of the Dominant Tenement over the Servient Tenement for the purpose
          of accommodating the natural settlement of Dwellings and structures.
    (b) Over the portion of the Servient Tenement indicated on Exhibit G lying between
        the boundary of the Dominant Tenement and any wall or fence constructed on
        the Servient Tenement or the prolongation of the line of such wall or fence to
        the property line as shown on said Exhibit G, for the purposes of landscaping,
        drainage, the establishment of a general recreational or garden area and
        purposes related thereto subject to the following provisions:
          (i)    The Owner of the Servient Tenement shall have the right at all reasonable
                 times to enter upon the easement area, including the right to cross over
                 the Dominant Tenement for such entry, in order to perform work related to
                 the use and maintenance of the Servient Tenement;
          (ii)   The Servient Tenement shall have the right of drainage over, across and
                 upon the easement area for water draining from any Dwelling or structure
                 upon the Servient Tenement, the right to maintain eaves and
                 appurtenances thereto and the portions of any Dwelling upon the Servient
                 Tenement as originally constructed or as constructed pursuant to the
                 Article hereof entitled “Architectural Control”;
          (iii) The Owner of the Dominant Tenement shall not attach any object to a
                fence, wall or Dwelling belonging to the Servient Tenement or disturb the
                grading of the easement area or otherwise act with respect to the easement
                area in any manner which would damage the Servient Tenement;
          (iv) In exercising the right of entry upon the easement areas as provided for
               above, the Owner of the Servient Tenement agrees to utilize reasonable
               care not to damage any landscaping or other items existing in the
               easement area; provided, however, the Owner of the Servient Tenement
               shall not be responsible for damage to such landscaping or other items to
               the extent such damage could not be reasonably avoided in connection
               with such entry upon the easement area for authorized purposes; and
          (v)    In the event of any dispute arising concerning the rights and obligations
                 created by this subsection (b), the Owner of the Servient Tenement and the
                 Owner of the Dominant Tenement shall each choose one (1) arbitrator, and
                 such arbitrator shall choose one (1) additional arbitrator, and the decision
                 of a majority of all the arbitrators shall be binding upon such Owners.




Revised 6/01                                   40
                   COVENANTS, CONDITIONS, AND RESTRICTIONS               Art. XIII, ¤ 11


    (c)   As additional property is annexed pursuant to the Article hereof entitled
          “Integrated Nature of the Covered Property,” the Supplementary Declaration
          may incorporate, as appropriate, an additional Exhibit G pertaining to the
          property being annexed showing such sideyard easements as to such
          property.
Section 8. Public Bicycle and Pedestrian Trails.
   There is hereby reserved to Declarant, together with the right to grant and transfer
the same, an easement for public ingress and egress over the public bicycle and
pedestrian trails. This easement shall not imply any right of public use of the
Community Facilities or improvements thereof.
Section 9. Repair and Maintenance.
   There is hereby reserved to Declarant, together with the right to grant and transfer
same to the Association, an easement for the purposes as provided in the Article of this
Declaration entitled “Repair and Maintenance,” including, without limitation,
maintaining the Lake and Lagoon, drainage facilities and easements, and lot perimeter
walls.
Section 10. Support and Settlement.
   There is hereby reserved to Declarant, together with the right to grant and transfer
same to Owners, an easement appurtenant to each Lot which is contiguous to another
Lot or community Facilities, which Lot shall be the Dominant Tenement and the
contiguous Lot and Community Facilities shall be the Servient Tenement for the
purpose of accommodating the natural settlement of Dwellings and structures.
Section 11. Encroachment.
   There is hereby reserved to Declarant, together with the right to grant and transfer
same to Owners of the Lots described in this Section as the Dominant Tenement, an
easement appurtenant to each Lot which is contiguous to another Lot or Community
Facilities, which Lot shall be the Dominant Tenement and the contiguous Lot and
Community Facilities shall be the Servient Tenement, as follows:
   (a)    In favor of the Dominant Tenement over the Servient Tenement, for
          encroachment onto the Servient Tenement by reason of a roof or eave overhang
          from a Dwelling or structure on the Dominant Tenement and for the
          maintenance of such roof or eave overhang by the Owner of the Dominant
          Tenement.
   (b) In favor of the Dominant Tenement over the Servient Tenement for
       encroachment by reason of balcony overhangs and decks with supporting
       pilings, and for the maintenance of such encroachments, onto that portion of
       the Servient Tenement which is Community Facilities, as more particularly
       described on Exhibit I. In the event the Owners of the Dominant Tenement are
       members of a Maintenance Association, said Maintenance Association may
       utilize the easement provided in this Section II(b) in fulfilling any of its
       maintenance obligations.



                                           41                               Revised 6/01
Art. XIII, § 12      WOODBRIDGE VILLAGE ASSOCIATION CODE


Section 12. Irvine Unified School District.
   There is hereby reserved to Declarant, together with the right to grant and transfer
same to Irvine Unified School District, an easement for limited use for park and school
purposes over portions of the Community Facilities all as more particularly described in
any existing or future grant of easement by Declarant to the Irvine Unified School
District.
Section 13. Community Facilities Easement.
    There is hereby reserved to Declarant, together with the right to grant and transfer
the same to the Owners, a nonexclusive easement for recreational purposes over the
Community Facilities. Such easement when granted to Owners shall be subject to the
rights of the Association and the Lake Committee with regard to the Community
Facilities as set forth in the Article hereof entitled “Rights in the Community Facilities.”
Section 14. Maintenance Association Easement.
    There is hereby reserved to Declarant, together with the right to grant and transfer
the same to the appropriate Maintenance Association, a non-exclusive easement over
the Community Facilities for the purpose of fulfilling said Maintenance Association's
maintenance or other responsibilities pursuant to any declarations of covenants,
conditions and restrictions recorded by Declarant.
Section 15. Nature of Easements.
    Any easements reserved to Declarant herein, when transferred to an Owner or the
Association in the same instrument conveying or leasing a Lot or Community Facilities
to such Owner or the Association, as the case may be, shall be appurtenant to such
Owner's interest in said Lot or the Association's interest in the Community Facilities, as
applicable.
Section 16. Transfer of Easements.
    As to the easements reserved to Declarant, together with the right to grant and
transfer the same to Owners, Declarant shall convey said easements to the Owners in
the same instrument conveying the interest required to be an Owner by specific
description or by reference in said instrument. If such description is not contained in
said instrument through inadvertence, mistake or any other cause, such easements
shall nevertheless be conveyed to each Owner by such instrument.


                          ARTICLE XIV. LAKE AND LAGOON
Section 1. Appointment of Lake Committee.
     The Lake Committee shall consist of not less than three (3) persons. Declarant shall
initially have the power to appoint all of the members of the Lake Committee, except
that the Board shall appoint one (1) Class A Member to serve on the Lake Committee.
which Class A Member shall be removed or replaced by the Board. None of Declarant's
appointees need be Members. Declarant shall designate one of its appointees as the
chairman of the Lake Committee (the “Chairman”). Declarant shall retain its right to
appoint, augment, remove or replace members of the Lake




Revised 6/01                                42
                   COVENANTS, CONDITIONS, AND RESTRICTIONS                  Art. XIV, § 3


Committee until a date eight (8) years after the date of the recording of this Declaration
in the Official Records of Orange County, California; provided, however, Declarant may,
at its sole option, transfer such rights to the Board by written notice thereof prior to
such date. The right to appoint, augment, remove or replace members of the Lake
Committee shall automatically be transferred to the Board on said date eight (8) years
after the recording of this Declaration.
Section 2. General Duties and Powers of the Lake Committee.
    In addition to the duties and powers elsewhere provided for herein, and without
limiting the generality thereof, the Lake Committee shall:
   (a)   Have the power to maintain the Lake and the Lagoon as provided in the Section
         of this Article entitled “Maintenance of the Lake and Lagoon”;
   (b) Expend funds, employ legal counsel, commence actions, and promulgate rules
       and regulations regarding the use of the Lake and the Lagoon as such use
       affects the water quality;
   (c)   Levy Lake Assessments and enforce the lien therefor as provided in this
         Declaration;
   (d) Establish a working and contingency fund to be funded by the Lake
       Assessments in an amount to be determined by the Lake Committee.
Section 3. Lake Assessment.
Not later than thirty (30) days prior to the beginning of each fiscal year, the Lake
Committee shall estimate the total expenses the Association will incur during the
forthcoming fiscal year in the maintenance of the Lake and Lagoon according to the
Lake Standards and to meet the other Lake Expenses. The Lake Committee shall then
determine the amount of the Lake Assessment against each Member. Written notice of
the annual Lake Assessment shall be sent to every Member. Each Member shall
thereafter pay to the Lake Committee his Lake Assessment in installments as
established by the Lake Committee. In the event the Lake Committee shall determine
that the estimate of total charges for the current year is, or will become, inadequate to
meet all Lake Expenses for any reason, it shall then immediately determine the
approximate amount of such inadequacy and issue a supplemental estimate of Lake
Expenses and determine the revised amount of Lake Assessment against each Member.
Lake Assessments shall be placed in a separate bank account apart from other funds of
the Association and shall not be commingled therewith. The Lake Assessments shall
include amount collected as reserves for the future periodic maintenance, repair or
replacement of all or a portion of the Lake or Lagoon and any equipment or facilities
relating thereto. All amounts collected as reserves, whether pursuant to the preceding
sentences or otherwise, shall be deposited by the Lake Committee in a separate bank
account to be held in trust for the purposes for which they are collected and are to be
segregated from and not commingled with any other funds of the Lake Committee or
the Association. Such reserves shall be deemed a contribution to the capital account of
the Association by its Members.




                                           43                                Revised 6/01
Art. XIV, § 4        WOODBRIDGE VILLAGE ASSOCIATION CODE


Section 4. Maintenance of the Lake and Lagoon.
    The Association shall maintain the Lake and Lagoon according to the standards
established therefor by the Orange County Department of Health (herein referred to as
the “Lake Standards”), including, without limitation, surface debris, water quality,
water level, plant life, animal life, chemical balance and mechanical circulation. The
Association shall maintain in a neat and attractive condition all landscaping and other
plant life on the periphery of the Lake which is not located on a Lot or other portion of
the Community Facilities. In addition, the Association shall maintain, replace and
repair all equipment and other facilities required in the maintenance of the Lake
Standards, including, without limitation, any facilities located on a Lot, or other portion
of the Community Facilities or any real property owned by a Maintenance Association.
Unless the Lake Committee has assumed the maintenance of the Lake and Lagoon as
provided in this Section, the Lake Committee shall monthly, or on such other regular
basis set by the Lake Committee, pay to the Board funds collected as Lake Expenses to
be used by the Board to meet Lake Expenses estimated to be incurred by the
Association for the immediately following period of time. In the event that the Lake
Committee determines that the Board has failed to maintain the Lake or the Lagoon
according to the Lake Standards, it shall notify the Board in writing that it must comply
with such Lake Standards in a reasonable period of not less than sixty (60) days. In the
event that the Lake or Lagoon are not brought up to the condition specified in the Lake
Standards within the time specified in said notice, the Lake Committee may notify the
Board that the Lake Committee is assuming the maintenance of either the Lake or the
Lagoon or both. Said maintenance by the Lake Committee shall only include those
operations necessary to meet or maintain the Lake Standards and shall not include any
recreational activities, although regardless of whether the Lake Committee has
assumed maintenance duties hereunder, the Lake Committee may require the
Association to modify or suspend any recreational or other activity in order to restore or
maintain the condition of the Lake or Lagoon according to the Lake Standards. Such
orders of the Lake Committee shall prevail over any conflicting Association Rules or
other regulation of the Association. The Lake Committee may return such maintenance
operations to the Board at such time as the Board agrees to adopt a maintenance
program which in the judgment of the Lake Committee will be adequate to assure the
continued maintenance of the Lake Standards.
Section 5. Relationship With Board.
    The Lake Committee is a committee of the Association and is subject to the control
of the Board except as to matters herein made the responsibility of the Lake Committee.
The Chairman, by virtue of his office, shall automatically be the Lake Vice President of
the Association and the Bylaws shall so provide. The Chairman, as Lake Vice President,
shall have the power to disburse to the Boards funds collected as Lake Assessments. In
the event that the Lake Committee assumes the maintenance of the Lake or the Lagoon
as provided in the Section entitled “Maintenance of the Lake or Lagoon” in this Article,
the Chairman shall also have the authority to execute contracts in the name and draw
checks on the expenses. After Declarant has transferred to the Board the power to
appoint, augment, remove and replace members of the Lake Committee, the Board
may, by a seventy-five percent (75%) majority vote,




Revised 6/01                                44
                   COVENANTS, CONDITIONS AND RESTRICTIONS                   Art. XIV, § 8


elect to abolish the Lake Committee and assume its powers and duties in its own name.
Section 6. Date of Commencement of Lake Assessments.
     The Lake Assessments shall commence as to all Lots on the first day of the month
following the conveyance of the first Lot by Declarant to an individual Owner; provided,
however, the Lake Assessments as to Lots in annexed area on the first day of the month
following the conveyance of the first Lot therein by Declarant to an Individual Owner. It
is further provided that in the event the amount budgeted to meet Lake Expenses for
the current year proves to be excessive in light of the actual Lake Expenses, the Lake
Committee, in its discretion, may either reduce the amount of the Lake Assessment or
may abate collection of Lake Assessments as it deems appropriate. It is further
provided that in the event the amount budgeted to meet Lake Expenses proves to be
excessive in light of the actual Lake Expenses during a year in which an area is
annexed pursuant to the Article hereof entitled “Integrated Nature of the Covered
Property,” the Lake Committee, in its discretion, may either reduce the amount of the
Lake Assessment or may abate the collection of Lake Assessments as it deems
appropriate. Until such time as the Class B Membership has ceased and been
converted into Class A Membership, in no event shall a reduction in the amount or the
abatement in the collection of Lake Assessments pursuant to this Section (i) exceed a
period of six (6) months without the vote or written assent of a majority of the Class A
Members, or (ii) result in a quantity or quality of services diminished from those upon
which the Lake Expense budget for the year in question is based.
Section 7. Maximum Lake Assessments.
     Notwithstanding the other provisions of this Article, the Lake Assessment for the
year following the conveyance of the first Lot by Declarant shall be Forty-two and
36/100ths Dollars ($42.36). Except upon the vote or written assent of a majority of
each class of Members, the rate of Lake Assessments shall not be increased for any
fiscal year by an amount which is in excess of the previous fiscal year's Lake
Assessment rate times the percentage which is the greater of (i) fifteen percent (15%), or
(ii) the percentage increase as compared with the previous fiscal year in the Los
Angeles-Long Beach Consumer Price Index, all items, as established by the Department
of Labor, Washington, D.C., or any similar index substituted therefor. Any meeting of
Members called to approve an increase in Lake Assessments as hereinabove required
shall be called and noticed pursuant to the procedures from time to time established in
the Bylaws for the calling of special meetings of Members.
Section 8. Nonpayment of Lake Assessment.
    In the event that any Member is delinquent in the payment of Lake Assessments
levied against him and his Lot, the Lake Committee shall have, relating only to said
delinquent Lake Assessments, all of the rights and powers of the Association pursuant
to the Article of this Declaration entitled “Nonpayment of Assessments.” Without
limiting the generality of the foregoing, the Lake Committee may commence an action at
law against such Member or foreclose the lien against such Lot upon compliance with
the provisions of said Article.



                                            45                                Revised 6/01
Revised 6/01   46
Art. XIV, § 9       WOODBRIDGE VILLAGE ASSOCIATION CODE


Section 9. Lake Manager.
    The Board may, in its discretion, hire a full time employee to organize and direct the
maintenance of the Lake and Lagoon (the “Lake Manager”), provided that the Board
shall not hire as Lake Manager any person not approved by a majority of the members
of the Lake Committee. A contract for the services of a Lake Manager shall be
terminable on not more than thirty (30) days' notice. The Lake Manager shall be
responsible to and shall hold office at the pleasure of the Board, which may remove the
Lake Manager at any time with or without cause. However, during any period in which
the Lake Committee has assumed the responsibility for the maintenance of the Lake
and the Lagoon as provided in this Article, the Lake Manager shall be responsible to the
Lake Committee only. The salary and administrative office expenses of the Lake
Manager, if any, shall be paid for out of the Lake Assessments. The Lake Manager may
be a member of the Lake Committee. Nothing contained herein shall prevent the Lake
Manager from serving as an employee, consultant, agent, officer or director of the
Association on a paid or unpaid basis.
Section 10. Declarant's Rights in Lake and Lagoon.
    For so long as Declarant has the power to appoint members of the Lake Committee,
neither this Article nor any provision of this Declaration dealing specifically with the
Lake or Lagoon shall be amended, modified or eliminated without the prior written
consent of Declarant. The provisions of this Declaration dealing specifically with the
Lake and the Lagoon shall be deemed a covenant running with the land burdening the
Covered Property and any portion thereof, the Owners thereof and their successors and
assigns, and benefiting any portion of any Phase which Declarant owns in fee simple
and shall be enforceable by Declarant in its own name, including, without limitation,
the ability to exercise the powers of the Lake Committee, levy Lake Assessments,
foreclose the lien therefor and to maintain the Lake and Lagoon using funds obtained
through said Lake Assessments.


        ARTICLE XV. INTEGRATED NATURE OF THE COVERED PROPERTY
   The real property described in Exhibit C and/or any other real property may be
annexed to and become subject to this Declaration by any of the methods set forth
hereinafter in this Article, as follows:
Section 1. Annexation Without Approval and Pursuant to General Plan.
    All or any part of the real property described on Exhibit C may be annexed to and
become subject to this Declaration and subject to the jurisdiction of the Association
without the approval, assent or vote of the Association or its Members, provided that a
Supplementary Declaration covering the portion of said real property described on
Exhibit C sought to be annexed, shall be executed and recorded by Declarant; provided,
however, no Supplementary Declaration shall be so executed and recorded pursuant to
this Section more than eight (8) years (i) subsequent to the recordation of this
Declaration or (ii) subsequent to the last recordation of a Supplementary Declaration,
whichever of (i) and (ii) shall have later occurred. The recordation of said
Supplementary Declaration shall constitute and effectuate the annexation of the said




                                           47                                Revised 6/01
                   COVENANTS, CONDITIONS AND RESTRICTIONS                   Art. XV, § 4


real property described therein, making said real property subject to this Declaration
and subject to the functions, powers and jurisdiction of the Association, and thereafter
said annexed real property shall be part of the Covered Property and all of the Owners
of Lots in said annexed real property shall automatically be Members of the
Association.
Section 2. Development of the Village.
     Declarant intends to sequentially develop the Village on a phased basis, starting
with the two (2) Phases in the North Lake Area followed by the two (2) Phases in the
South Lake Area, with each Phase covering approximately an area as shown on Exhibit
C. However, Declarant may elect not to develop all or any part of any Phase, to develop
the Village in increments of any size whatsoever, or to develop more than one Phase at
any given time and in any given order. Moreover, Declarant reserves the right to subject
all or any part of any Phase, to develop the Village in increments of any size whatsoever,
or to develop more than one Phase at any given time and in any given order. Moreover,
Declarant reserves the right to subject all or any portion of a Phase or Phases to the
plan of this Declaration or of one or more separate declaration of covenants conditions
and restrictions which subjects said property to the jurisdiction and powers of a master
homeowners association or other entity with powers and obligations similar to the
Association and which is not subject to the provisions of this Declaration. Although
Declarant shall have the ability to annex the real property described on Exhibit C as
provided above, Declarant shall not be obligated to annex all or any portion of such
property and such property shall not become subject to this Declaration unless and
until a Supplementary Declaration shall have been so executed and recorded.
Section 3. Annexation Pursuant to Approval.
     Upon approval in writing of the Association, pursuant to a two-thirds (2/3) majority
vote of each class of Members or the written assent of such Members, any person who
desires to add property other than the property described on Exhibit C to the plan of
this Declaration and to subject such property to the jurisdiction of the Association may
file or record a Supplementary Declaration, as described in the Section of this Article
entitled “Supplementary Declarations.” The provisions of this Section shall also apply to
the property described on Exhibit C, subsequent to the expiration of the power of
Declarant to annex such property to the plan of this Declaration as provided in this
Declaration.
Section 4. Supplementary Declarations.
    The annexation authorized under the foregoing Sections shall be made by filing of
record a Supplementary Declaration of Covenants, Conditions and Restrictions, or
similar instrument, with respect to the additional property which shall extend the plan
of this Declaration to such property.




Revised 6/01                               48
Art. XV, § 4         WOODBRIDGE VILLAGE ASSOCIATION CODE


    Such Supplementary Declarations contemplated above may contain such
complementary additions and modifications of the covenants, conditions and
restrictions contained in this Declaration as may be necessary to reflect the different
character, if any, of the annexed property and as are not inconsistent with the plan of
this Declaration. In no event, however, shall any such Supplementary Declaration or
any merger or consolidation revoke, modify or add to the covenants established by this
Declaration within the existing property, except as hereinafter otherwise provided.
Section 5. Mergers or Consolidations.
    Upon a merger or consolidation of the Association with another association, the
Association's properties, rights and obligations may, by operation of law, be transferred
to the surviving or consolidated association, or, alternatively, the properties, rights and
obligations of another association may, by operation of law, be added to the properties,
rights and obligations of the Association as a surviving corporation pursuant to a
merger. The surviving or consolidated association may administer the covenants,
conditions and restrictions established by this Declaration within the Covered Property,
together with the covenants and restrictions established upon any other property as on
plan.


                         ARTICLE XVI. RIGHTS OF LENDERS
Section 1. Filing Notice; Notices and Approvals.
    A Mortgagee shall not be entitled to receive any notice which this Declaration
requires the Association to deliver to Mortgagees unless and until such Mortgagee, or
its mortgage servicing contractor, has delivered to the Board a written notice stating
that such Mortgagee is the holder of a Mortgage encumbering a Lot within the Covered
Property. Such notice need not state which Lot or Lots are encumbered by such
Mortgage, but shall state whether such Mortgagee is a First Mortgagee. Wherever the
approval of all or a specified percentage of Mortgagees is required pursuant to this
Declaration, it shall be deemed to mean the vote or approval of all or a specific
percentage only of those Mortgagees which have delivered such notice to the Board.
Notwithstanding the foregoing, if any right of a Mortgagee under this Declaration is
conditioned on a specific written request to the Association, in addition to having
delivered the notice provided in this Section, a Mortgagee must also make such request,
either in a separate writing delivered to the Association or in the notice provided above
in this section, in order to be entitled to such right. Except as provided in this Section,
a Mortgagee's rights pursuant to this Declaration, including, without limitation, the
priority of the lien of Mortgages over the lien of Assessments levied by the Association
hereunder shall not be affected by the failure to deliver a notice to the Board. Any
notice or request delivered to the Board by a Mortgagee shall remain effective without
any further action by such Mortgagee for so long as the facts set forth in such notice or
request remain unchanged.




                                            49                                Revised 6/01
                     COVENANTS, CONDITIONS AND RESTRICTIONS                   Art. XVI, § 5


Section 2. Priority of Mortgage Lien.
    No breach of the covenants, conditions or restrictions herein contained, nor the
enforcement of any lien provisions herein, shall effect, impair, defeat or render invalid
the lien or charge of any Mortgage made in good faith and for value encumbering any
Lot, but all of said covenants, conditions and restrictions shall be binding upon and
effective against any Owner whose title is derived through foreclosure or trustee's sale,
or otherwise, with respect to a Lot, except as otherwise provided in this Article.
Section 3. Curing Defaults.
    A Mortgagee or the immediate transferee of such Mortgagee, who acquires title by
judicial foreclosure, deed in lieu of foreclosure or trustee's sale shall not be obligated to
cure any breach of the provisions of this Declaration which is noncurable or of a type
which is not practical or feasible to cure. The determination of the Board made in good
faith as to whether a breach is noncurable or not feasible to cure shall be final and
binding on all Mortgagees.
Section 4. Resale.
    It is intended that any loan to facilitate the resale of any Lot after judicial
foreclosure, deed in lieu of foreclosure or trustee's sale is a loan made in good faith and
for value and entitled to all of the rights and protections afforded to other Mortgagees.
Section 5. Relationship with Assessment Liens.
   (a) The lien provided for in the Article hereof entitled “Nonpayment of
Assessments” for the payment of Assessments shall be subordinate to the lien of any
Mortgage which was recorded prior to the date any such Assessment becomes due.
     (b) If any Lot subject to a monetary lien created by any provision hereof shall be
subject to the lien of a Mortgage: (1) the foreclosure of any lien created by anything set
forth in this Declaration shall not operate to affect or impair the lien of such Mortgage;
and (2) the foreclosure of the lien of said Mortgage, the acceptance of a deed in lieu of
foreclosure of the Mortgage or sale under a power of sale included in such Mortgage
(such events being hereinafter referred to as “Events of Foreclosure”) shall not operate
to affect or impair the lien hereof, except that any persons who obtain an interest
through any of the Events of Foreclosure, and their successors in interest, shall take
title free of the lien hereof or any personal obligation for said charges as shall have
accrued up to the time of any of the Events of Foreclosure, but subject to the lien
hereof for all said charges that shall accrue subsequent to the Events of Foreclosure.

    (c) Any Mortgagee who obtains title to a Lot by reason of any of the Events of
Foreclosure, or any purchaser at a private or judicial foreclosure sale, shall take title to
such Lot free of any lien or claim for unpaid Assessments against such Lot which
accrue prior to the time such Mortgagee or purchaser takes title to the Lot, except for
liens or claims for a share of such Assessments resulting from a reallocation of such
Assessments to all Lots within the Covered Property.
    (d) Nothing in this Section shall be construed to release any Owner from his
obligation to pay for any Assessment levied pursuant to this Declaration.




Revised 6/01                                 50
Art. XVI, § 6        WOODBRIDGE VILLAGE ASSOCIATION CODE


Section 6. Seventy-Five Percent Vote of Institutional Mortgagees.
    Except upon the prior written approval of at least seventy-five percent (75%) of
Institutional Mortgagees, based on one (1) vote for each First Mortgage held, neither the
Association nor the Members shall be entitled to do any of the following:
   (a)   Dissolve the Association or abandon or terminate the maintenance of the
         Community Facilities by the Association; or
   (b) Amend a material provision of this Declaration, the Bylaws or the Articles, and
       without limiting the generality of the foregoing, the provisions of this Article,
       any other rights granted specifically to Mortgagees pursuant to any other
       provision of this Declaration, or any provision of this Declaration which is a
       requirement of Federal National Mortgage Association, Government National
       Mortgage Association, Federal Home Loan Mortgage Corporation, the Federal
       Housing Administration or the Veterans Administration shall be deemed to be
       material; or
   (c)   Effectuate any decision to terminate professional management and assume
         self-management of the Covered Property[; or]
   (d) Abandon, partition, sell, alienate, subdivide, release, transfer, hypothecate or
       otherwise encumber the Community Facilities; provided, however, the granting
       of easements for public utilities or other public purposes consistent with the
       intended use of the Community Facilities shall not require such approval.
Section 7. Other Rights of Institutional Mortgagees.
    Any Institutional Mortgagee, or its mortgage servicing contractor, shall, upon
written request to the Association, be entitled to:
   (a)   Inspect the books and records of the Association during normal business
         hours; and
   (b) Receive the annual audited financial statement of the Association ninety (90)
       days following the end of the Association's fiscal year; and
   (c)   Receive written notice of all annual and special meetings of the Members or of
         the Board, and Institutional Mortgagees shall further be entitled to designate a
         representative to attend all such meetings in order to, among other things,
         draw attention to violations of this Declaration which have not been corrected
         or made the subject of remedial action by the Association; provided, however,
         nothing contained in this Section shall give an Institutional Mortgagee the right
         to call a meeting of the Board or of the Members for any purposes or to vote at
         any such meeting[; and]
   (d) Receive written notification from the Association of any default in the
       performance of the obligations imposed by this Declaration by the Owner
       whose Lot is encumbered by such Institutional Mortgagee's Mortgage, which
       default has not been cured within sixty (60) days of a request therefor by the
       Association; provided, however, the Association shall only be obligated to
       provide such notice to Institutional Mortgagees whose written request therefor




                                            51                               Revised 6/01
                   COVENANTS, CONDITIONS AND RESTRICTIONS                     Art. XVI, § 12


to the Association specifies the Lot or Lots to which such request relates.
Section 8. Mortgagees Furnishing Information.
    Mortgagees are hereby authorized to furnish information to the Board concerning
the status of any loan encumbering a Lot.
Section 9. Right of First Refusal.
    In the event this Declaration is amended to provide for any right of first refusal to
purchase or lease a Lot in the Association, a Mortgagee who comes into possession of a
Lot pursuant to a judicial foreclosure, a deed in lieu of foreclosure or a trustee's sale
shall be exempt therefrom; in addition, conveyances to and from third party foreclosure
purchasers and mortgages insurers and guarantors shall also be exempt.
Section 10. Conflicts.
    In the event of any conflict between any of the provisions of this Article and any of
the other provisions of this Declaration, the provisions of this Article shall control.
Section 11. Voting Rights of Institutional Mortgages.
    In the event of a default by the Owner of any Lot in any payment due under the
terms of any Institutional Mortgage or the promissory note secured thereby, the
Institutional Mortgagee or his representative shall have the right, upon giving written
notice to such defaulting Owner and the Association and placing of record a notice of
default, to exercise the voting rights of such defaulting Owner attributable to such Lot
at any regular or special meeting of the Members held during such time as such default
may continue. Any such Owner's voting rights shall be restored to him at such time as
such default is cured.
Section 12. Notice of Destruction of Taking.
    In the event that any Community Facilities, or any portion thereof, is substantially
damaged or is made the subject of any condemnation proceeding in eminent domain or
is otherwise sought to be acquired by a condemning authority, the Board shall
promptly notify any Institutional Mortgagee affected by such destruction, taking or
threatened taking. As used herein, “substantially damaged” shall mean damage
exceeding Ten Thousand Dollars ($10,000.00). If requested in writing by an
Institutional Mortgagee, the Association shall evidence its obligations under this
Section in a written agreement in favor of such First Mortgagee.




Revised 6/01                                52
Art. XVII, § 1      WOODBRIDGE VILLAGE ASSOCIATION CODE


                       ARTICLE XVII. GENERAL PROVISIONS
Section 1. Enforcement.
    Subject to the limitations contained in the Article herein entitled “Apartment Area
Ownership,” the Association, or any Owner, shall have the right to enforce by
proceedings at law or in equity, all restrictions, conditions, covenants, reservations,
liens and charges now or hereafter imposed by the provisions of this Declaration or any
amendment hereto, including the right to prevent the violation of any such restrictions,
conditions, covenants, or reservations and the right to recover damages or other dues
for such violation; provided, however, that with respect to assessment liens and
Association Rules, the Association shall have the exclusive right to the enforcement
thereof except as the Lake Committee and Declarant have the right to enforce liens for
Lake Assessments pursuant to the terms of the Article hereof entitled “Lake and
Lagoon.” The Association or any Member shall also have the right to enforce by
proceedings at law or in equity the provisions of the Articles or Bylaws and any
amendments thereto.
    Failure by the Association, the Lake Committee, Declarant or by any Member to
enforce any convenant, condition, or restriction herein contained, or the Articles and
the Bylaws, in any certain instance or on any particular occasion shall not be deemed a
waiver of such right on any such future breach of the same covenant, condition or
restriction.
Section 2. Severability.
   Invalidation of any one of these covenants, conditions or restrictions by judgment or
court order shall in no way affect any other provisions which shall remain in full force
and effect.
Section 3. Term.
    The covenants, conditions and restrictions of this Declaration shall run with and
bind the Covered Property and shall inure to the benefit of and be enforceable by the
Association or any Member their respective legal representative, heirs, successors and
assigns, for a term of sixty (60) years from the date this Declaration is recorded, after
which time said covenants, conditions and restrictions shall be automatically extended
for a successive period of ten (10) years, unless an instrument, signed by a majority of
the then Members has been recorded, at least one (1) year prior to the end of any such
period agreeing to change said covenants, conditions and restrictions in whole or in
part.
Section 4. Construction.
    The provisions of this Declaration shall be liberally construed to effectuate its
purpose of creating a uniform plan for the development of a residential community or
tract and for the maintenance of the Covered Property and the Community Facilities.
The Article and Section headings have been inserted for convenience only, and shall not
be considered or referred to in resolving questions or interpretation or construction.




                                           53                               Revised 6/01
                   COVENANTS, CONDITIONS AND RESTRICTIONS                   Art. XVII, § 9


Section 5. Amendments.
    Subject to the other provisions of this Declaration, including, without limitation, the
rights of Mortgagees and/or First Mortgagees pursuant to the Articles hereof entitled
“Insurance” and “Rights of Lenders,” or otherwise this Declaration may be amended
only by the affirmative written assent or vote of not less than sixty-six and two-thirds
percent (66 2/3%) of the voting power of the Members, and, further, this amendment
provision shall not be amended to allow amendments by the written assent or vote of
less than sixty-six and two-thirds percent (66 2/3%) of the voting power of the Members,
provided, however, any amendment or modification of the Articles hereof entitled
“Covenant for Maintenance Assessments,” “Nonpayment of Assessments,”
“Architectural Control,” “Repair and Maintenance” and “Lake and Lagoon” shall
additionally require the prior written approval of not less than seventy-five percent
(75%) of the Class A Members. An amendment or modification shall be effective when
executed by the President and Secretary of the Association who shall certify that the
amendment or modification has been approved as hereinabove provided, and recorded
in the Official Records of Orange County, California. In addition to the foregoing, any
amendment or modification to this Declaration affecting the maintenance obligations of
the Association or property exempt from Assessments shall require the prior written
approval of the City's Planning Director and City Attorney.
Section 6. Singular Includes Plural.
    Whenever the context of this Declaration requires same, the singular shall include
the plural and the masculine shall include the feminine.
Section 7. Nuisance.
    The result of every act or omission, whereby any provision, condition, restriction,
covenant, easement or reservation contained in this Declaration is violated in whole or
in part, is hereby declared to be and constitutes a nuisance, and every remedy allowed
by law or equity against a nuisance, either public or private, shall be applicable against
every such result and may be exercised by the Association or any Member. Such
remedy shall be deemed cumulative and not exclusive.
Section 8. Attorneys' Fees.
    In the event action is instituted to enforce any of the provisions contained in this
Declaration, the party prevailing in such action shall be entitled to recover from the
other party thereto as part of the judgment, reasonable attorneys' fees and costs of
such suit. In the event the Association is a prevailing party in such action, the amount
of such attorneys' fees and costs shall be a Special Assessment with respect to the Lot
involved in the action.
Section 9. Notices.
     Any notice to be given to an Owner or a Mortgagee or mortgage servicing contractor
under the provisions of this Declaration shall be in writing and and be delivered as
follows:
   (a)   Notice to an Owner shall be deemed to have been properly delivered when
         delivered personally or placed in the first class United States mail, postage
         prepaid, to the most recent address furnished by such Owner in writing to the



Revised 6/01                                54
Art. XVII, § 9       WOODBRIDGE VILLAGE ASSOCIATION CODE


        Association for the purpose of giving notice, or if no such address shall have
        been furnished, then to the street address of such Owner's Lot. Any notice
        deposited in the mail within Orange County, California, shall be deemed
        delivered forty-eight (48) hours after such deposit. In the case of co-Owners,
        any such notice may be delivered or sent to any one of the co-Owners on behalf
        of all co-Owners and shall be deemed delivery on all such co-Owners.
   (b) Notice to a Mortgagee or its mortgage servicing contractor shall be deemed to
       have been properly delivered when placed in the first class United States mail,
       postage prepaid, to the address furnished to the Association by such Mortgagee
       or such contractor for purposes of notice or, if no such address is furnished, to
       any office of the Mortgagee in Orange County, California, or, if no such office is
       located in said County, to any office of such Mortgagee.
Section 10. Obligations of Declarant.
    So long as Declarant, or Development Lessees utilizing the easement described in
the Section entitled “Construction and Sales” of the Article in this Declaration entitled
“Easements” Declarant shall not be subject to the provisions of the Article entitled
“Architectural Control” or the provisions of the Article entitled “Use Restrictions.”
Section 11. Effect of Declaration.
    This Declaration is made with the intent to establish a general scheme for the use,
occupancy and enjoyment of the Covered Property and each and every Lot and portion
thereof. Declarant makes no warranties or representations, express or implied, as to
the binding effect or enforceability of all or any portion of this Declaration, or as to the
compliance of any of these provisions with public laws, ordinances and regulations
applicable thereto.
Section 12. Personal Covenant.
   To the extent the acceptance of a conveyance of a Lot creates a personal covenant
between the Owner of such Lot and Declarant or other Owners, such personal covenant
shall terminate and be of no further force or effect from and after the date when a
person or entity ceases to be an Owner except to the extent this Declaration may
provide otherwise with respect to the payment of money to the Association.
Section 13. Nonliability of Officials.
    To the fullest extent permitted by law, neither the Board, the Architectural
Committee, the Lake Committee or any other committees of the Association or any
member of such Board or committee shall be liable to any Member of the Association
for any damage, loss or prejudice suffered or claimed on account of any decision,
approval or disapproval of plan or specifications (whether or not defective), course of
action, act, omission, error, negligence or the like made in good faith within which such
Board, committees or persons reasonably believed to be the scope of their duties.




                                            55                                 Revised 6/01
                    COVENANTS, CONDITIONS AND RESTRICTIONS               Art. XVII, § 15


Section 14. FHA/VA Approval.
    As long as there is a Class B Membership, the following actions will require the
prior approval of the Federal Housing Administration and the Veterans Administration:
   (a)   Dedication or other transfer of any portion of the Community Facilities
         pursuant to the Articles hereof entitled “Duties and Powers of the Association”
         and “Rights in the Community Facilities”;
   (b) Alteration of the Community Facilities or the Lots, construction of additional
       improvements, the establishment of additional licenses, reservations and
       rights-of-way, or alteration of construction plans and designs, all pursuant to
       the Section of this Article entitled “Construction by Declarant”;
   (c)   A merger or consolidation or dissolution of the Association;
   (d) Establishment of any right of first refusal in the Association to purchase or
       lease a Lot; and
   (e)   Any amendment or modification of this Declaration pursuant to the Section of
         this Article entitled “Amendments.”
Section 15. Enforcement of Bonded Obligations.
    In the event that the improvements to the Community Facilities have not been
completed prior to the issuance of a Final Subdivision Public Report covering the
Covered Property by the Department of Real Estate or the State of California, and the
Association is obligee under a bond or other arrangement (hereinafter the “Bond”) to
secure performance of the commitment of Declarant to complete such improvements,
the following provisions shall apply:
   (a)   The Board shall consider and vote on the question of action by the Association
         to enforce the obligations under the Bond with respect to any improvements for
         which a Notice of Completion has not been filed within sixty (60) days after the
         completion date specified for such improvements in the Planned Construction
         Statement appended to the Bond. If the Association has given an extension in
         writing for the completion of any Community Facilities improvement, the Board
         shall consider and vote on the aforesaid question if a Notice of Completion has
         not been filed within thirty (30) days after the expiration of such extension.
   (b) In the event that the Board determines not to initiate action to enforce the
       obligations under the Bond, or in the event the Board fails to consider and vote
       on such question as provided above, the Board shall call a special meeting of
       the Members for the purpose of voting to override such decision or such failure
       to act by the Board. Such meeting shall be called according to the provisions of
       the Bylaws dealing with meetings of the Members, but in any event such
       meeting shall be held not less than fifteen (15) days nor more than thirty (30)
       days after receipt by the Board of a petition for such meeting signed by
       Members representing ten percent (10%) of the total voting power of the
       Association.




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Art. XVII, § 15      WOODBRIDGE VILLAGE ASSOCIATION CODE


    (c) The only Members entitled to vote at such meeting shall be the Owners other
        than Declarant. A vote at such meeting of a majority of the voting power of such
        Members other than Declarant to take action to enforce the obligations under
        the Bond shall be deemed to be the decision of the Association and the Board
        shall thereafter implement such decision by initiating and pursuing appropriate
        action in the name of the Association.
Section 16. Maintenance Association Status.
    Owners shall have the right to form a Maintenance Association among themselves
to provide, among other things, for the common maintenance of all the portion of the
covered Property encumbered by the declaration of covenants, conditions and
restriction which creates such Maintenance Association. They shall further have the
right to promulgate rules and regulations governing relations among themselves. In the
event of a conflict between this Declaration or the Association Rules and the rules and
regulations adopted by such Maintenance Association, this Declaration and the
Association Rules shall be controlling; provided, however, the resolution of such
conflicts shall in no way adversely affect the condominium interests of any
Condominium Owners or the status of any portion of the Covered Property as a
condominium project as defined in Section 1350 of the California Civil Code, or any
similar statute hereinafter enacted.
Section 17. Leases.
    Any agreement for the leasing or rental of a Lot (hereinafter in this Section referred
to as a “lease”) shall provide that the terms of such lease shall be subject in all respects
to the provisions of this Declaration, the Articles, the Bylaws and the Association Rules.
Said lease shall further provide that any failure by the lessee thereunder to comply with
the terms of the foregoing documents shall be a default under the lease. All leases shall
be in writing. Any Owner who shall lease his Lot shall be responsible for assuring
compliance by such Owner's lessee with this Declaration, the Articles, Bylaws and
Association Rules; provided, however, the obligation of the foregoing sentence shall not
apply to Declarant in the event Declarant leases a Lot for a term of twenty (20) years or
more and such lease is recorded. No Lot shall be leased or rented for transient or hotel
purposes. This Section shall not apply to the lease of Apartment Units.
Section 18. Party Wall.
    Those Owners who have a common wall separating their Dwelling shall equally have
the right to the use of such wall, except that each shall have the exclusive right to the
use of the interior surface of the wall on his side. Neither Owner shall use any portion
of the wall so as to interfere with the use and enjoyment of the other Owner. This wall
shall be considered to adjoin and abut against the property line from the bottom of the
foundation over the full length and height of any such Dwelling. In the event that any
portion of such a wall, except the interior surface thereof, is damaged or injured from
any cause, other than the act or negligence of either party, it shall be repaired or rebuilt
at the joint expense of such adjoining Owners. The provisions of this Section shall be
superseded by any provision dealing with party walls in a declaration of covenants,
conditions and restrictions establishing a Maintenance Association, but only as to
members of such Maintenance Association.



                                            57                                 Revised 6/01
                   COVENANTS, CONDITIONS AND RESTRICTIONS                  Art. XVIII, § 1


This Section shall not apply to Condominium Owners whose rights as to any walls
separating their Condominium shall be governed by the documents creating such
Condominiums. As used in this Section, a party wall shall be defined as any wall which
is built as a part of the original construction of a Dwelling or the Lot on which it is
located and placed on the dividing line between two (2) Lots.
Section 19. Construction by Declarant.
    Nothing in this Declaration shall limit the right of Declarant or Development
Lessees and their successors in interest to alter the Community Facilities or the Lots,
or to construct such additional improvements as Declarant or Development Lessees
and their successors in interest deems advisable prior to completion and sale of the
entire Phase in which such Lots or Community Facilities are located. Such right shall
include but shall not be limited to erecting, constructing and maintaining on the
Covered Property such structures and displays as may work and disposing of the same
by sale, lease or otherwise. This Declaration shall not limit the right of Declarant at any
time prior to acquisition of time by a purchaser from Declarant to establish on the
Covered Property additional licenses, reservations and rights-of-way to itself, to utility
companies, or to others as may from time to time be reasonably necessary to the proper
development and disposal of the Project. Prospective purchasers and Declarant shall
have the right to use the Community Facilities for access to the sales facilities of
Declarant, and Declarant reserves the right to alter its construction plans and designs
as it deems appropriate. The rights of Declarant hereunder may be assigned to any
successor or successors to all or part of said entity's respective interest in the Covered
Property, by an express assignment incorporated in a recorded deed or lease, as the
case may be, transferring such interest to such successor. Declarant shall exercise its
rights contained in this provision in such a way as not to unreasonably interfere with
the Members' rights to use and enjoy the Community Facilities and the Lots.

                  ARTICLE XVIII. APARTMENT AREA OWNERSHIP
Section 1. Delegation of Vote.
    An Apartment Area Owner, in its [his] sole discretion, may from time to time
delegate its Class C vote to the tenants of its Apartment Units in whatsoever manner
permitted herein which it deems advisable, provided that such Apartment Area Owner
shall notify the Board of such delegation. Any fractional votes created by such a
delegation may be rounded off by the Apartment Area Owner so long as the total vote
delegated does not exceed the amount, such Apartment Area Owner is entitled to
pursuant to the Section entitled “Voting Rights” of the Article hereof entitled
“Membership.”




Revised 6/01                                58
Art. XVIII, § 2     WOODBRIDGE VILLAGE ASSOCIATION CODE


Section 2. Applicability of Declaration.
    The Apartment Area Owners shall be considered Owners and the portion of the
Apartment Area which each owns shall be considered a Lot with respect to the Articles
hereof entitled “Definitions,” “Membership,” “Covenant for Maintenance Assessments,”
“Nonpayment of Assessment,” “Duties and Powers of the Association,” “Repair and
Maintenance,” “Insurance,” “Destruction of Improvements,” “Eminent Domain,” “Rights
in the Community Facilities,” “Easements,” “Lake and Lagoon,” and “Integrated Nature
of the Development,” but not with respect to the Articles hereof entitled “Architectural
Control,” and “Use Restrictions.”
Section 3. Payment of Assessments.
   Each Apartment Area Owner shall pay a fraction of Regular, Reconstruction, Capital
Improvement and Lake Assessments equal to said Assessments as levied against a
Class A Member owning a single Lot times the number of votes to which such
Apartment Area Owner is entitled.
Section 4. Delegation of Use.
    The Apartment Area Owner may delegate his right of enjoyment in and to the
Community Facilities to tenants of its [his] Apartment Units and such tenants may
further delegate such rights of enjoyment to the members of the tenant's family and the
tenant's bona fide guests (subject to such rules and regulations pertaining to guests as
are applied to other Members).
Section 5. Conversion to Condominium.
    An Apartment Area Owner, in its sole discretion, may elect to convert its [his]
portion of the Apartment Area to a condominium project or projects pursuant to the
California Civil Code. In such event, the Owners of Condominiums in such converted
apartment buildings shall all be “Owners” as defined in this Declaration and shall be
assessed at the same rate as other Owners, shall have the same voting rights as other
Owners of the same Class of Members and shall be subject to all of the provisions of
this Declaration in the same manner as the other Members.




                                           59                               Revised 6/01
                      COVENANTS, CONDITIONS AND RESTRICTIONS            Art. XVIII, § 5


In Witness Whereof, Declarant has executed this instrument the day and year first
herein above written.

                                              The Irvine Company
                                              A West Virginia Corporation
Seal
                                              /s/         Douglas M. Gfeller
                                                                        Vice President

                                              /s/          John V. Sands
                                                                    Assistant Secretary


State of California     )
                        ) ss
County of Orange        )

On June 9, 1976, before me, the undersigned, a Notary Public in and for said State,
personally appeared Douglas M. Gfeller, known to me to be the Vice President, and
John V. Sands, known to me to be the Assistant Secretary of the corporation that
executed the within instrument, and known to me to be the persons who executed the
within instrument on behalf of the corporation therein named, and acknowledged to me
that such corporation executed the within Instrument pursuant to its Bylaws or a
Resolution of its Board of Directors.

Witness my hand and official seal.

/s/       Mary E. Niederkorn                                                    seal
Notary Public in and for said State




Revised 6/01                             60

								
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