The Deed Restrictions presented here are provided solely for the convenience and education of owners, purchasers, and sellers. The text is taken from copies in the Deed Records of Travis County. The OPHOA makes no warranty as to the accuracy of the data, and users rely on the data entirely at their own risk. Purchasers are advised to require the seller, real estate agent, or closing agent to provide a copy of the applicable recorded original before or at the closing of the sale of an improved lot.

DECLARATION OF COVENANTS,

CONDITIONS AND RESTRICTIONS FOR

OAK PARKE

Doc. No. 91063878

Film Code 00004729390

This Declaration is made on the date hereinafter set forth by BENCHMARK LAND DEVELOPMENT, INC., a Texas corporation, hereinafter referred to as the "Declarant".

WITNESSETH:

WHEREAS, the Declarant is the owner of certain property in Travis County, Texas, described on Exhibit "A" attached hereto and incorporated herein by reference; and

WHEREAS, the Declarant desires to create an exclusive planned community known as Oak Parke on the land described in Exhibit "A" and such other land as may be added thereto pursuant to the terms and provisions of this Declaration;

WHEREAS, the Declarant desires to provide for the protection of sensitive environmental resources of the recharge zone of the Barton Springs portion of the Edwards Aquifer recharge zone from contamination and degradation; and

NOW THEREFORE, the Declarant declares that the real property described on attached Exhibit "A" shall be held, sold and conveyed subject to the restrictions, covenants and conditions declared below, which shall be deemed to be convenants running with the land and imposed on an intended to benefit and burden each lot and other portions of the Property in order to maintain within the Property a planned community of high standards. Such covenants shall be binding on all parties having any right, title or interest therein or any part thereof, their respective heirs, personal representatives, successors, and assigns, and shall inure to the benefit of each owner thereof.

 ARTICLE I

DEFINITIONS

Section l.l. "PROPERTY" shall mean and refer to the real property described on the attached Exhibit "A", and such additions thereto as may be brought within the jurisdiction of the Association and be made subject to this Declaration.

Section 1.2. "Association" shall mean and refer to the Oak Parke Homeowners Association, Inc., a Texas nonprofit corporation established for the purposes set forth herein.

Section 1.3 "Lot" shall mean and refer to any plot of land indicated upon any recorded subdivision map of the Property or any part thereof creating single-family homesites, with the exception of the Common Area, Common Maintenance Areas, and areas deeded to the public or to a governmental authority or utility, together with all improvements thereon.

Section 1.4. "Unit" shall mean and refer to any residential dwelling situated upon any Lot.

Section 1.5. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to any Lot, including contract sellers, by excluding those having an interest merely as security for the performance of an obligation.

Section 1.6. "Declarant"shall mean and refer to Benchmark Land Development, Inc., its successors and assigns who are designated as such in writing by Declarant, and who consent in writing to assume the duties and obligations of the Declarant with respect to the Lots acquired by such successor or assign.

Section 1.7. "Common Areas" shall mean and refer to that portion of the Property, if any, conveyed to the Owners including the Private Streets.

Section 1.8. "Common Maintenance Areas" shall mean and refer to the Common Areas, if any, and the entrance monuments, drainage facilities and detention ponds, esplanade and right-of-way landscaping and such other areas lying within easements or rights-of-way as deemed appropriate by the Board of Directors of the Association for the preservation, protection and enhancement of property values and the general health, safety or welfare of the Owners.

Section 1.9. "Declaration" shall mean and refer to this Declaration of Covenants, Conditions, and Restrictions for Oak Parke, and any amendments, annexations and supplements thereto made in accordance with its terms.

Section 1.10. "Plat" shall mean and refer to the Plat of Oak Creek Parke, Section One recorded in Volume 89, Page 94 of the Plat Records of Travis County, Texas or any subsequent Section platted as Oak Creek Parke or Oak Creek Parke West.

Section 1.11. "Builder" shall mean and refer to Centex Real Estate Corporation, Newmark Home Corporation and any other residential building company acquiring Lots from the Declarant for the purpose of construction and sale of homes.

 ARTICLE II

OAK PARKE HOMEOWNERS ASSOCIATION, INC.

Section 2.1. Membership. The Declarant and every Owner of a Lot shall be a member of the Association. Membership shall be appurtenant to and shall not be separated from Ownership of any Lot. Every member shall have the right at all reasonable times during business hours to inspect the books of the Association.

Section 2.2. Funding. Subject to the terms of this Article 11, the Declarant, for each Lot owned within the Property hereby covenants, and each Owner of any Lot by acceptance of a deed therefore, whether or not it shall be so expressed in such deed , is deemed to covenant and agrees to pay to the Association: (1) annual assessments or charges, and (2) special assessments for capital improvements, such assessments to be established and collected as hereinafter provided. Such assessments will remain effective for the full term (and extended term, if applicable) of the within covenants. The annual and special assessments, together with interest, costs, and reasonable attorneys fees, 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 interest, costs, and reasonable attorneys fees shall also be the personal obligation of the person who was the Owner of such property at the time when the assessment fell due. The personal obligation for delinquent assessments shall not pass to the successors in title of such Owner unless expressly assumed by them.

Section 2.3. Annual Assessment or Charge

a. Units Owned by Class A Members. Subject to the terms of this Article, each Lot is hereby subject to an initial maximum maintenance charge of Three Hundred and No/100 dollars ($300.00) per annum (until such maintenance charge shall be increased as provided in the Bylaws of the Association.), for the purpose of creating a fund to be designated and known as the "Maintenance Fund", which maintenance charge and annual assessment will be paid by the Owner or Owners of each such Lot in advance in monthly, quarterly or annual installments, commencing as to all Lots on which an occupied Unit is then located on the conveyance of the first Lot to a Class A member and as to all other Lots as of the occupancy or sale ( whichever is earlier) of a Unit thereon. The rate at which each Lot will be assessed, and whether such assessment shall be payable monthly, quarterly, or annually, will be determined by the Board of the Association at least thirty days in advance of each affected assessment period. Said rate may be adjusted from time to time by the Board of Directors as needs of the Association may, in the judgment of the Directors, require pursuant to the Bylaws. The assessment for each Lot shall be uniform except as provided in Subsection b of this Section 2.3. The Association shall, upon written demand and for a reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether or not the assessment has been paid for the assessment period.

b. Units or Lots owned by Declarant. Notwithstanding the foregoing, the Declarant and any Builder owning Lots or Units that are not occupied shall be exempt from the annual maintenance assessment charged to Owners so long as there is a Class B membership as set forth in Section 2.6, and Declarant hereby covenants and agrees that, in the event that the annual maintenance funds revenues are insufficient to pay the operating expenses of the Association, it shall provide the funds necessary to make up the deficit, within thirty (30) days of receipt of request for payment thereof from the Association, provided that if the deficit is the result of the failure or refusal of an Owner or Owners to pay their annual maintenance assessments, the Association shall diligently pursue all available remedies against such defaulting Owners, including the immediate institution of litigation to recover the unpaid assessments, and shall reimburse the Declarant the amounts, if any, so collected.

c. Purposes of Maintenance Fund. The Association shall establish a Maintenance Fund composed of Owners’ annual maintenance assessments and shall use the proceeds of such fund in providing for normal, recurring maintenance charges for the Common Maintenance areas for the use and benefit of all members of the Association. Such uses and benefits to be provided by the Association may include, by way of clarification, and not limitation, any and all of the following: normal, recurring maintenance of the Common Maintenance area (including, but not limited to, mowing, edging, watering, clipping, sweeping, pruning, raking, and otherwise caring for existing landscaping and the improvements to such Common Maintenance Areas, such as sprinkler systems, provided that the Association shall have no obligation (except as expressly provided hereinafter ) to make capital improvements to the Common Maintenance areas; payment of all legal and other expenses incurred in connection with the enforcement of all recorded covenants, restrictions and conditions affecting the property to which the Maintenance Fund applies; payment of all reasonable and necessary expenses in connection with the collection and administration of the maintenance charge and assessments; employment of policeman and watchmen, if any; caring or vacant lots; and doing any other thing or things necessary or desirable in the opinion of the of the Board of Directors of the Association to keep the Property neat and in good order, which is considered of general benefit to the Owners or occupants of the Property, it being understood that the judgment of the Board of Directors in the expenditure of said funds and the determination of what constitutes normal recurring maintenance shall be final and conclusive so long as such judgment is exercised in good faith. The Association shall, in addition, establish and maintain adequate reserve funds for the periodic maintenance, repair and replacement of improvements to the Common Maintenance Area. The fund shall be established and maintained out of regular annual assessments.

Section 2.4. Special Assessments for Working Capital Fund, Nonrecurring Maintenance and Capital Improvements. In addition to the annual assessments authorized above, the Association may levy special assessments as follows:

a. Upon sale of the first Lot to a Class A Member, a special assessment equal to three (3) months’ estimated regular assessment may be assessed which shall be due and payable upon conveyance of the Lot to a Class A Member. The aggregate fund established by such special assessment shall be maintained in a segregated account, and shall be available for all necessary expenditures of the Association.

b. In any assessment year, a special assessment applicable to that year only for the purpose of defraying, in whole or in part, the cost of any nonrecurring maintenance, or the acquisition, construction, reconstruction, repair or replacement of a capital improvement upon any Common Maintenance Area, including fixtures and personal property related thereto may be assessed. The Association shall not commingle the proceeds of such special assessments with the Maintenance Fund. Such proceeds shall be used solely and exclusively to fund the nonrecurring maintenance or improvements in question.

c. Special assessments shall not be effective unless approved by a vote of two thirds (2/3) of each class of member.

Section 2.5. Non-payment of Assessments: Remedies of the Association. Any assessment not paid within ten (10) days after the due date shall bear interest form the due date at the lessor of (i) eighteen (18%) per annum, or (ii) the highest rate of interest allowed by Texas law from time to time. The Association shall have the authority to impose late charges to compensate for the administrative and processing costs of late payments on such terms as it may establish by duly adopted resolution and the Association may bring an action at law against the Owner personally obligated to pay the same. No Owner may waive or otherwise escape liability for the assessments provided for herein by non use of the Common Maintenance Areas or abandonment of his property.

Section 2.6 Subordinated Lien to Secure Payment. To secure the payment of the maintenance charge and assessment established hereby and to be levied on individual Lots as above provided, there is hereby reserved a lien for the benefit of the Association, said lien to be enforceable through appropriate proceedings at law or in equity by beneficiary; provided, however, that each such lien shall be specifically made secondary, subordinate, and inferior to all liens, present and future, given granted, and created by or at the instance and request of the Owner of any such Lot to secure the payment of monies advanced on account of the purchase price and/or the improvement of any such Lot; and further provided that a as a condition precedent to any proceeding to enforce such lien upon any Lot upon which there is an outstanding valid and subsisting first mortgage lien, said beneficiary shall give the holder of such first mortgage lien sixty (60) days written notice of such proposed action, such notice which shall be sent to the nearest office of such first mortgage lien holder by prepaid U S registered mail, to contain the statement of the delinquent maintenance charges upon which the proposed action is based. Upon the request of any such first mortgage lien holder, said beneficiary shall acknowledge in writing its obligation to give the foregoing notice with respect to the particular property covered by such first mortgage lien to the holder thereof. Sale or transfer of any Lot shall not affect the assessment lien. However, the sale or transfer of any Lot pursuant to mortgage foreclosure shall extinguish the lien of such assessment as to payments which became due prior to such sale or transfer. No sale, foreclosure or transfer shall relieve such Lot from liability for any assessment thereafter becoming due or from the lien thereof. The Association shall have the right to file notices of liens in favor of such Association in the Real Property Records of Travis County, Texas.

Section 2.7. Voting Rights. The Association shall have two classes of voting membership:

a. Class A. Class A members shall be all Owners with the exception of Declarant and any Builder and shall be entitled to one (1) vote for each Lot owned. When more than one person holds an interest in any Lot, all such persons shall be members, but the vote for such Lot shall be exercised as they among themselves determine, and in no event shall more than one (1) vote be cast with respect to any Lot.

b. Class B. The Class B members shall be the Declarant and any Builder who shall be entitled to three (3) votes for each unoccupied Lot they own. The Class B membership shall cease and be converted to Class A membership one hundred twenty (120) days after the conveyance of the Lot which causes the total votes outstanding in the Class A membership to equal the total votes outstanding in the Class B membership, or ten (10) years after conveyance of the first Lot to a Class A Member, whichever occurs earlier. Class B membership shall be reinstated at any time before the expiration of ten (10) years from the date of conveyance of the first Lot if additional Lots owned by a Class B member are annexed into the Association in sufficient numbers to restore a ratio of at least one Class B Lot to each three Class A Lots in the overall area subject to the Association.

c. Suspension. All voting rights of an Owner shall be suspended during any period in which such Owner is delinquent in the payment of any assessment duly established pursuant to this Article II or is otherwise in default hereunder or under the Bylaws or Rules and Regulations of the Association.

Section 2.8. Notice and Quorum. Written notice of any meeting called for the purpose of taking any action authorized herein or in the Bylaws shall be sent to all members, or delivered to their residences, not less than thirty (30) days nor more than sixty (60) says in advance of the meeting. At any such meeting called, the presence of members or of proxies entitled to cast two‑thirds (2/3) of all the votes of each class of membership shall constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice requirement provided that the quorum requirement for such subsequent meeting shall be one‑half (1/2) of the quorum requirement for the previous meeting. The Association may call as many subsequent meetings as may be required to achieve a quorum. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

 ARTICLE III

GENERAL POWERS AND DUTIES OF

BOARD OF DIRECTORS OF THE ASSOCIATION

Section 3.1. Purpose of Maintenance Fund. The Board, for the benefit of the Owners, shall provide and shall pay for out of the Maintenance Fund provided for in Article II above the following:

a. Taxes and assessments and other liens and encumbrances which shall properly be assessed or charged against the Common Areas rather than against the individual Owners, if any.

b. Care and preservation of the Common Maintenance Area.

c. The services of a professional person or management firm to manage the Association or any separate portion thereof to the extent deemed advisable by the Board, (provided that any contract for management of the Association shall be terminable by the Association, with no penalty upon ninety (90) days prior written notice to the managing party) and the services of such other personnel as the Board shall determine to be necessary or proper for the operation of the Association, whether such personnel are employed directly by the Board or by the manager.

d. Legal and accounting services.

e. A policy or policies of insurance insuring the Association against any liability to the public or to the Owners (and/or invitees or tenants) incident to the operation of the Association in any amount or amounts as determined by the Board of Directors, including a policy or policies of insurance as provided herein in Article IV.

f. Workers compensation insurance to the extent necessary to comply with any applicable laws.

g. Such fidelity bonds as may be required by the Bylaws or as the Board may determine to be advisable.

h. Any other materials, supplies, insurance, furniture, labor, services, maintenance, repairs, structural alterations, taxes or assessments (including taxes or assessments assessed against an individual Owner) which the Board is required to obtain or pay for pursuant to the terms of this Declaration or by law or which in its opinion shall be necessary or proper for the enforcement of this Declaration.

Section 3.2. Powers and Duties of Board. The Board, for the benefit of the Owners, shall have the following general powers and duties, in addition to the specific powers and duties provided for herein and in the Bylaws of the Association:

a. To execute all declarations of ownership for tax assessment purposes with regard to the Common Areas, if any, on behalf of all Owners.

b. To borrow funds to pay costs of operation secured by assignment or pledge of rights against delinquent Owners if the Board sees fit.

c. to enter into contracts, maintain one or more bank accounts, and generally to have all the power necessary or incidental to the operation and management of the Association.

d. To protect or defend the Common Areas from loss or damage by suit or otherwise and to provide adequate reserves for replacements.

e. To make reasonable rules and regulations for the operation of the Common Maintenance Areas and to amend them from time to time; provided that, any rule or regulation may be amended or repealed by an instrument in writing signed by a majority of the Owners, or with respect to a rule applicable to less than all of the Common Areas, by the Owners in the portions affected.

f. To make available for inspection by Owners within sixty (60) days after the end of each year an annual report and to make all books and records of the Association available for inspection by Owners at reasonable times and intervals.

g. To adjust the amount, collect and use any insurance proceeds to repair damage or replace lost property, and if proceeds are insufficient to repair damage or replace lost property, to assess the Owners in proportionate amounts to cover the deficiency.

h. To enforce the provisions of any rules made hereunder and to enjoin and seek damages from any Owner for violation of such provisions or rules.

i. To collect all assessments and enforce all penalties for non‑payment including the filing of liens and institution of legal proceedings.

Section 3.3. Board Powers Exclusive. The Board shall have the exclusive right on behalf of the Owners to contract for all goods, services and insurance, payment of which is to be made from the Maintenance Fund and the exclusive rights and obligation to perform the functions of the Board except as otherwise provided herein.

Section 3.4. Maintenance Contracts. The Board, on behalf of the Association, shall have full power and authority to contract with any Owner or other person or entity for performance by the Association of services which the Board is not otherwise required to perform pursuant to the terms hereof, such contracts to be upon such terms and conditions and for such consideration as the Board may deem proper, advisable and in the best interest of the Association.

 ARTICLE IV

TITLE TO COMMON AREAS

Section 4.1. Association to Hold. The Association shall own all Common Areas in fee simple and assume all maintenance obligations with respect to any Common Areas which may be hereafter established.

Section 4.2. Liability Insurance. From and after the date on which title to any Common Area vests in the Association, the Association shall purchase and carry a general comprehensive public liability insurance policy for the benefit of the Association and its members, covering occurrences on the Common Areas. The policy limits shall be as determined by the Board of the Association. The Association shall use its best efforts to see that such policy shall contain, if available, cross‑liability endorsements or other appropriate provisions for the benefit of members, Directors, and the management company retained by the Association (if any), insuring each against liability to each other insured as well as third parties. Any proceeds of insurance policies owned by the Association shall be received, held in a segregated account and distributed to the Association’s general operating account, members, Directors, the management company and other insureds, as their interests may be determined.

Section 4.3. Condemnation. In the event of condemnation or a sale in lieu thereof of all or any portion of the Common Areas, the funds payable with respect thereto shall be payable to the Association and shall be used by the Association to purchase additional Common Areas to replace that which has been condemned or to take whatever steps it deems reasonably necessary to repair or correct any damage suffered as a result of the condemnation. In the event that the Board of the Association determines that the funds cannot be used in such a manner due to the lack of available land for additional Common Areas or for whatever reason, any remaining funds may be distributed to each Owner on a pro rata basis.

 ARTICLE V

ARCHITECTURAL REVIEW

Section 5.1. Architectural Control Committee. A committee to be known as the Architectural Control Committee (the "ACC") shall be established consisting of three (3) members:

a. The members of the ACC shall be appointed by the Declarant so long as there is Class B membership. Thereafter the members of the ACC shall be appointed by the Board.

b. The purpose of the ACC is to enforce the architectural standards of the community and to approve or disapprove plans for improvements proposed for the Lots.

c. The ACC shall act by simple majority vote, and shall have the authority to delegate its duties or to retain the services of a professional engineer, architect, designer, inspector or other person to assist in the performance of its duties:

Section 5 2. Scope of Review. No building, fence, wall, outbuilding, landscaping or other structure or improvement shall be erected, altered, added onto or repaired upon any portion of the Property without the prior written consent of the ACC, provided, however, that repairs to structures previously approved in accordance with approved plans shall not be required, and improvements erected, altered, added onto or repaired by Declarant shall be exempt form the provisions of this Article V.

Section 5.3. Submission of Plans. Prior to the initiation of construction upon any Lot, the Owner thereof shall first submit to the ACC a complete set of plans and specifications for the proposed improvements, including site plans, grading plans, landscape plans, floor plans depicting room sizes and layouts, exterior elevations, specifications of materials and exterior colors, and any other information deemed necessary by the ACC for the performance of its function. In addition, the Owner shall submit the identity of the individual or company intended to perform the work and projected commencement and completion dates.

Section 5.4. Plan Review. Upon receipt by the ACC of all of the information required by this Article V, it shall have twenty‑one (21) days in which to review said plans. The proposed improvements will be approved if, in the sole opinion of the ACC: (i) the improvements will be of an architectural style and material that are compatible with the other structures in the Property; (ii) the improvements will not violate an restrictive covenant or encroach upon any easement or cross platted building set back lines; (iii) the improvements will not result in the reduction in property value or use of adjacent property; (iv) the individual or company intended to perform the work is acceptable to the ACC; and (v) the improvements will be substantially completed, including all cleanup, within six (6) months of the date of commencement [six (6) months for the construction of a complete house]. In the event that the ACC fails to issue its written approval within twenty‑one (21) days of its receipt of the last of the materials or documents to complete the Owner’s submission, the ACC’s approval shall be deemed to have been granted without further action.

Section 5.5. Builder Requirements. The foregoing requirements shall not apply to Builders provided that such Builders elect to submit to the ACC floor plans depicting the exterior dimensions of the houses and renderings, sketches or drawings of exterior elevations for all models or types of homes such Builders desire to build on the Lots and site plans depicting which model or type of home will be built on each Lot. Builders may also submit sample materials for approval at this time. The ACC shall have 15 days after receipt of the floor plan and elevation drawings of each house in which to review said plans. If the ACC objects to such plans it shall notify the Builder in writing within the 15 period specifying the objectionable issues in the plans. If the ACC fails to object to any plans within the 15 day review period, such plans shall be deemed to be approved and no further approval shall be required. At such time as Builder has determined which type or model of house will be constructed on each Lot, Builder shall deliver a site plan and materials specification list to the ACC. The ACC shall have 5 days after receipt of the site plan and materials specification list in which to notify the Builder in writing of any objections thereto. If the ACC does not object to the site plan within the 5 day period the site plan and/or materials specification list shall be deemed to be approved and no further approval shall be required.

Any material changes to the exterior dimensions, elevations, site plans, or materials of previously approved models and any new model plans shall be submitted to the ACC for review and approval before construction.

The submission of plans for review by the ACC shall not imply permission or consent to the use or reproduction of such plans and the ACC shall not permit such plans to be copied by or divulged to persons other than the Builder that submitted such plans.

Section 5.6. Non‑conforming Structures. If there shall be a material deviation from the approved plans in the completed improvements, such improvements shall be in violation of this Article V in to the same extent as if erected without prior approval of the ACC. The ACC, the Association or any Owner may maintain an action at law or in equity for the removal or correction of the non‑conforming structure and, if successful, shall recover from the Owner in violation all costs, expenses and fees incurred in the prosecution thereof.

Section 5.7. Immunity of ACC Members. No individual member of the ACC shall have any personal liability to any Owner or any other person for the acts or omissions of the ACC if such acts or omissions were committed in good faith and without malice. The Association shall defend any action brought against the ACC or any member thereof arising from acts or omissions of the ACC committed in good faith and without malice. The Association shall defend any action brought against the ACC or any member thereof arising from acts or omissions of the ACC committed in good faith and without malice.

Section 5.8. Address for Notice. Requests for ACC approval or correspondence with the ACC shall be addressed to the Oak Parke Architectural Control Committee and mailed or delivered to the principal office of Declarant in Travis County, Texas, or such other address as may be designated from time to rime by the ACC. No correspondence or request for approval shall be deemed to have been received until actually received by the ACC in form satisfactory to the ACC.

Section 5.9 No Liability. Neither Declarant, the Association, the ACC, the Board nor the officers, directors, members, employees and agents of any of them, shall be liable in damages to anyone submitting plans and specifications to any of them for approval, or to any Owner affected by the Declaration by reason of mistake in judgment, negligence, or nonfeasance arising out of or in connection with the approval or disapproval or failure to approve or disapprove any such plans or specifications. Every owner agrees that it will not bring any action or suit against Declarant, the Association, the ACC, the Board, or the officers, directors, members, employees and agents of any of them, to recover any such damages and hereby releases, and waives all claims, demands and causes of action arising out of or in connection with any act, mistake, judgment, negligence or nonfeasance and hereby further waives the provisions of any law which provides that a general release does not extend to claims, demands and causes of action not known at the time the release is given.

Section 5.10. Governmental Authorities. Declarant, its successors and assigns, and all future Owners and their successors and assigns by their acceptance of their respective deeds, and the Association shall be bound by and subject to all laws, ordinances, rules or regulations. No improvements or additions or change or alteration thereof shall be constructed, erected, placed, altered or maintained on the Property, including the Common Areas, which is in violation of the laws and ordinances of the City of Austin, Texas, the County of Travis, or any other applicable governmental laws, rules or regulations. Notwithstanding anything to the contrary herein contained, Declarant , the Association, the ACC, the Board, and their respective officers, directors, agents and employees shall have no obligation to assume the enforcement of any such law, ordinance, rule or regulation.

Section 5.11. No Liability for Design Defects. Plans and specifications are not approved for engineering or structural design or quality of materials, and by approving such plans and specifications neither the ACC, the members thereof, nor the Declarant, the Board or the Association assumes liability or responsibility therefore, or for any defect in any structure constructed from such plans and specifications.

 ARTICLE VI

EASEMENTS

Section 6.1. Utility Easements. As long as Class B membership shall be in effect, the Declarant hereby reserves the right to grant perpetual, nonexclusive easements for the benefit of Declarant or its designees, upon, across, over, through and under any portion of the Property designated on the plat thereof for easements for the purpose of ingress, egress, installation‑ replacement, repair, maintenance, use and operation of all utility and service lines and service systems, public and private, including, without limitation, telephone and cable television. Declarant, for itself and its designees, reserves the right to retain title to any and all pipes, lines, cables or other improvements installed on or in such easements. Upon cessation of Class B membership, the Association shall have the right to grant the easements described herein.

Section 6.2. Declarant’s Easement to Correct Drainage. As long as Class B membership shall be in effect, Declarant hereby reserves for the benefit of Declarant and any Builder a blanket easement on, over and under the ground within the Property to maintain and correct drainage of surface waters and other erosion controls in order to maintain reasonable standards of health, safety and appearance and shall be entitled to remove trees or vegetation, without liability for replacement or damages, as may be necessary to provide adequate drainage facilities. Notwithstanding the foregoing, nothing herein shall be interpreted to impose any duty upon Declarant or any Builder to correct or maintain any drainage facilities within the Property.

Section 6.3. Easement for Unintentional Encroachment. The Declarant hereby reserves an exclusive easement for the unintentional encroachment by any structure upon the Common Area caused by or resulting from, construction, repair, shifting, settlement or movement of any portion of the Property, which exclusive easement shall exist at all times during the continuance of such encroachment as an easement appurtenant to the encroaching Property to the extent of such encroachment.

Section 6.4. Entry Easement. In the event that the Owner fails to maintain the Lot as required herein, or in the event of emergency, the Association shall have the right to enter upon the Lot to make emergency repairs and to do other work reasonably necessary for the proper maintenance and operation of the Property. Entry upon the Lot as provided therein shall not be deemed a trespass, and the Association shall not be liable for any damage so created unless such damage is caused by the Association’s willful misconduct or gross negligence.

Section 6.5. Drainage Easements. Easements for installation and maintenance of utilities, storm water retention/detention ponds, and/or a conservation area are reserved as may be shown on the recorded Plat. Within these easement areas, no structure, planting or other material shall be placed or permitted to remain which may damage or interfere with the installation and maintenance of utilities, or which may hinder or change the direction of flow of drainage channels or slopes in the easements. The easement area of each Lot and all improvements contained therein shall be maintained continuously by the Owner of the Lot, except for those improvements for which a public authority, utility company or the Association is responsible.

Section 6.6. Temporary Completion Easement. All Lots shall be subject to an easement of ingress and egress for the benefit of the Declarant and the Builder, their employees, subcontractors, successors and assigns, over and upon the front, side and rear yards of the Property as may be expedient or necessary for the construction, servicing and completion of dwellings and landscaping upon Lots adjacent thereto, provided that such easement shall terminate twelve (12) months after the date such burdened Lot is conveyed to the Owner by the Declarant or a Builder.

 ARTICLE VII

USE AND OCCUPANCY

All Lots and dwellings shall be used and occupied for single family residence purposes. No Lot or dwelling may be used for commercial, institutional or other nonresidential purpose if such use involves the attendance or entry of non‑residents upon the Lot or otherwise diminishes the residential character of the Lot or neighborhood. This prohibition shall not apply to "garage sales" conducted with the prior written consent of the Association provided that no Owner shall conduct more than one (1) garage sale of no more than two (2) days duration during any six (6) month period, or, the use of any Unit by Declarant or any other builder as a model home or sales office, or the use of any Lot as a site for a construction office trailer or sales office trailer by Declarant or any Builder.

 ARTICLE VIII

PROPERTY RIGHTS

Section 8.1. Owners' Easements of Enjoyment. Every Owner shall have a right and easement in and to the Common Areas and a right and easement of ingress and egress to, from and through said Common Areas, and such easement shall be appurtenant to and shall pass with the title to every Lot, subject to the following provisions:

a. The right of the Association to establish and publish rules and regulations governing the use of the Common Areas affecting the welfare of Association members.

b. The right of the Association to suspend the right of use of the Common Areas and the voting rights of an Owner for any period during which any assessment against his Lot remains unpaid; and for a period not to exceed sixty (60) days for any infraction of its published rules and regulations.

c. The right of the Association, subject to the provisions hereof, to dedicate or transfer all or any part of the Common Areas, if any, to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed to by the Owners. No such dedication or transfer shall be effective unless an instrument signed by Owners entitled to cast two‑thirds (2/3) of the votes of each class of membership has been recorded agreeing to such dedication or transfer.

d. All easements herein described are easements appurtenant to and running with the land; they shall at all times inure to the benefit of and be binding upon the undersigned, all of their grantees, and their respective heirs, successors, personal representatives and assigns, perpetually and in full force.

Section 8.2. Effect of Declaration. Reference in any deed, mortgage, trust deed or any other recorded documents to the easements, restrictions and covenants herein described or to this declaration shall be sufficient to create and reserve such easements and covenants to the respective grantees, mortgagees, or trustees of said parcels as fully and completely as if those easements, restrictions and covenants were fully related and set forth in their entirety in said documents.

Section 8.3. Rezoning Prohibited. No Lot shall be rezoned to any classification allowing commercial, institutional or other non‑residential use without the express consent of the Association and Declarant which may be withheld in Declarant's sole discretion. Declarant or the Association may enforce this covenant by obtaining an injunction against any unapproved rezoning at the expense of the enjoined party.

 ARTICLE IX

USE RESTRICTIONS

Section 9.1. Nuisance. No noxious or offensive activity shall be carried on upon any Lot, nor shall anything be done thereon which may be or may become an annoyance or nuisance to the neighborhood.

Section 9.2. Development Activity. Notwithstanding any other provision herein, Declarant and its successors and assigns, including Builders, shall be entitled to conduct on the Property all activities normally associated with and convenient to the development of the Properly and the construction and sale of dwelling units on the Property.

Section 9.3. Temporary Structures. No structure of a temporary character, including, without limiting the generality thereof, any trailer, tent, shack, garage, barn, motor home or mobile home or other outbuilding, shall be used on any Lot at any time as a residence, either temporarily or permanently. This restriction shall not be interpreted to limit the right of Declarant or any builder to use trailers or outbuildings as sales offices, construction offices or material storage facilities.

Section 9.4 Signs. No sign or emblem of any kind may be kept or placed upon any Lot or mounted, painted or attached to any Unit, fence or other improvement upon such Lot so as to be visible from public view except the following:

a. For Sale Signs. An Owner may erect one (1) sign not exceeding 2' x 3' in area, fastened only to a stake in the ground and extending not more than three (3) feet above the surface of the ground advertising the property for sale.

b. Declarant Signs. Signs or billboards may be erected by the Declarant or any Builder

c. Political Signs. Political signs may be erected upon a Lot by the Owner of such Lot advocating the election of one or more political candidates or the sponsorship of a political party, issue or proposal provided that such signs shall not be erected more than ninety (90) days in advance of the election to which they pertain and are removed within fifteen (15) days after the election.

Section 9.5. Campers. Trucks. Boats, and Recreational Vehicles. No campers, vans, tractors, pickup trucks, boats, boat trailers, recreational vehicles and other types of nonpassenger vehicles, equipment, implements or accessories may be kept on any Lot unless the same are fully enclosed within the garage located on such Lot and/or said vehicles and accessories are screened from view by a screening structure or fencing approved by the ACC, and said vehicles and accessories are in an operable condition. The ACC, as designated in this Declaration, shall have the absolute authority to determine from time to time whether a vehicle and/or accessory is operable and adequately screened from public view. Upon an adverse determination by said ACC, the vehicle and/or accessory shall be removed and/or otherwise brought into compliance with this paragraph.

Section 9.6. Livestock and Poultry. No animals, livestock or poultry of any kind shall be raised, bred or kept on any Lot, except that dogs, cats, or other household pets may be kept, provided that they are not kept, bred, or maintained for any commercial purpose.

Section 9.7. Garbage and Refuse Disposal. No Lot shall be used or maintained as a dumping ground for rubbish. Trash, garbage or other waste shall not be kept except in sanitary containers. All incinerators or other equipment for the storage or disposal of such material shall be kept in a clean and sanitary condition.

Section 9.8. Sight Distance at Intersections. No fence, wall, hedge or shrub planting which obstructs sight lines at elevations between two (2) and six (6) feet above the roadways shall be placed or permitted to remain on any corner Lot within the triangular area formed by the street property lines and in a line connecting them at points 25 feet from the intersection of the street lines, or in the case of a rounded property corner, from the intersection of the street property lines extended. The same sight line limitations shall apply on any Lot within ten (10) feet from the intersection of a street property line with the edge of a driveway or alley pavement. No tree shall be permitted to remain within such distances of such intersections unless the foliage line is maintained at sufficient height to prevent obstruction of such sight lines.

Section 9.9. Parking. No vehicles, trailers, implements or apparatus may be driven or parked in the Common Maintenance Areas or on any easement unless in use for maintaining such Common Maintenance Areas or property and temporarily parked within designated vehicular parking areas.

Section 9.10. Commercial or Institutional Use. No Lot, and no building erected or maintained on any Lot shall be used for manufacturing, industrial, business, commercial, institutional or other non‑residential purposes, except for construction offices, model homes and sales offices as set forth in Article VII.

Section 9.11. Detached Buildings. No detached accessory buildings, including, but not limited to, detached garages and storage buildings, shall be erected, placed or constructed upon any Lot without the prior consent of the ACC.

Section 9.12. Fences. No fence, wall or hedge shall be erected or maintained on any Lot nearer to the street than the building setback lines for the front and side yards, except for fences erected in conjunction with model homes or sales offices. All fences must be constructed of wood or masonry, and chain link fences are prohibited.

Section 9.13. Antennae, Satellite Dishes and Solar Collectors. No Owner may erect or maintain a television or radio receiving or transmitting antenna, satellite dish or similar implement or apparatus, or solar collector panels or equipment upon any Lot unless such apparatus is erected and maintained in such a way that it is screened from public view. No such apparatus shall be erected without the prior written consent of the ACC. Each Lot shall have a light fixture fueled by natural gas between the front of the Unit and the street (see variance note).

Section 9.14. Exterior Finish. All exterior walls of all dwellings and approved accessory buildings shall be completely finished with wood, stucco, brick, stone, paneling or other material acceptable to the ACC. No unpainted concrete block surfaces shall be visible on any exterior wall. Exterior finish of the ground floor of all dwellings, garages, and accessory buildings shall be one hundred percent (100%) masonry for all corner Lots (i.e., Lots at the intersection of two public streets) and at least seventy‑five percent (75%) masonry (brick, stone or stucco) for all interior Lots, excluding doors, windows, gable ends above the ground floor top‑plate line and second floors. The front exterior finish of detached garages for all interior Lots shall be one hundred percent (100%) masonry (brick, stone or stucco), excluding doors, windows and gable ends. For all corner Lots, the front and side(s) visible from the street(s) shall be one hundred percent (100%) masonry, excluding doors, windows and gable ends.

Section 9.15. Chimneys. All fireplace flues, smoke stacks and spark arrestors shall be completely enclosed and concealed from public view in finished chimneys of materials architecturally compatible with the principal finish material of the exterior walls of the dwelling or otherwise approved by the ACC.

Section 9.16. Clothes Hanging Devices. Clothes hanging devices exterior to a dwelling shall not be permitted.

Section 9.17. Window Treatment. No aluminum foil, reflective film or similar treatment shall be placed on windows or glass doors.

Section 9.18. Limitation on Square Feet. The ground floor area, exclusive of open porches and/or garages, shall be not less than 1,700 square feet of living area for a one story dwelling, nor less than 800 square feet of living area on the ground level for a two story dwelling, provided said two story dwelling has a minimum of 1,800 square feet of living area overall.

Section 9.19. Two‑Car Garage. Each Unit shall have a fully enclosed garage capable of accommodating not less than two (2) automobiles.

Section 9.20. Environmental Regulations. No Owner may use any substance on a Lot prohibited by the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. Section 136, et. sec.) as amended to date, or any other federal regulation dealing with pesticides and fertilizers, or any rules and regulations promulgated by the Texas Air Control Board, the Texas Water Commission, or any other state or local environmental agency. Furthermore, no pesticides shall be used within fifty feet of Slaughter Creek or within 150 feet of any cave, sinkhole, natural spring, wetland, rimrock or geological fault, whereby such pesticide could be washed into Slaughter Creek. The Association shall have the right to implement such rules and regulations regarding the use of pesticides and fertilizers on the Property as it deems necessary or as legally required.

 ARTICLE X

ANNEXATION

Section 10.1. Annexation by Declarant. At any time during the initial term of this Declaration, the Declarant may, at its sole option and without the consent of the Owners, annex additional property within the area described in Exhibit "B" attached hereto and incorporated herein by reference into the Association to be subject to the terms hereof to the same extent as if originally included herein and subject to such other terms, covenants, conditions, easements and restrictions as may be imposed thereon by Declarant.

a. Declaration of Annexation. Annexation shall be evidenced by a written Declaration of Annexation executed by Declarant setting forth the legal description of the property being annexed.

b. FHA/VA Approval. If required, Declarant shall submit a written request for approval of any annexation under this Section to the Federal Housing Administration ("FHA") and the Veterans Association ("VA") accompanied by a copy of the Declaration of Annexation.

Section 10.2. Annexation by Action of Members. At any time the Board may request approval of the membership for the annexation of additional property into the Association to be subject to all of the terms of this Declaration to the same extent as if originally included herein. No such annexation shall be effective unless approved in writing by members entitled to cast two‑thirds (2/3) of the votes in each class of membership, and by FHA and VA. Any property that is contiguous to existing property subject to this Declaration may be annexed hereto according to the foregoing requirements, provided however, that no such annexation shall be effective without the consent and joinder of the owners of the property to be annexed. Such annexation must be evidenced by a Declaration of Annexation executed by the parties herein described.

Section 10.3. No Duty to Annex. Nothing herein contained shall establish any duty or obligation on the part of the Declarant or any member to annex any property into the Association and no owner of property excluded from the Association shall have any right to have such property annexed thereto.

Section 10.4. Effect of Annexation on Class B Membership. In determining the number of Lots owned by Declarant for purposes of Class B Membership status according to Article II, Section 2.7, the total number of Lots covered by the Association including all Lots annexed thereto shall be considered. If Class B Membership has previously expired but annexation of additional property restores the ratio of Lots owned by Declarant to the number required for Class B Membership, such Class B Membership shall be reinstated.

 ARTICLE XI

GENERAL

Section 11.1. Remedies. In the event of any default by any Owner under the provisions of the Declaration, Bylaws or rules and regulations of the Association, the Association shall have each and all of the rights and remedies which may be provided for in this Declaration, the Bylaws and said rules and regulations and those which may be available at law or in equity, and may prosecute any action or other proceedings against such defaulting Owner and/or others for enforcement of any lien, statutory or otherwise, including foreclosure of such lien and the appointment of a receiver for the Lot and ownership interest of such Owner or for damages or injunction, or specific performance, or for judgment for payment of money collection thereof, or for any combination of remedies, or for any other relief. The Association reserves the right to bid at any foreclosure sale conducted hereunder and may credit against the amount of any bid all the amounts due to the Association by the Owner of the Lot being foreclosed. No remedies herein provided or available at law or in equity shall be deemed mutually exclusive of any other such remedy. All expenses of the Association in connection with any such actions or proceedings , including court costs and attorney's fees and other fees and expenses, and all damages, liquidated or otherwise, together with interest thereon at the maximum rate permitted by law but, with reference to any Lots financed by FHA insured loans, not in excess of the maximum rate of FHA loans at the time of delinquency, from the due date until paid, shall be charged to and assessed against such defaulting Owner, and shall be added to and deemed part of his respective maintenance assessment (to the same extent as the lien provided herein for unpaid assessments), upon the Lot and upon all of his additions and improvements thereto, and upon all of his personal property upon the Lot. Any and all of such rights and remedies may be exercised at any time and from time to time, cumulatively or otherwise, by the Association or any Owner.

Section 11.2. Notice of Lien. In addition to any other rights of the Association to enforce assessments, the Association may file a claim of lien against the Lot of the delinquent Owner by recording a notice ("Notice of Lien") in the Real Property Records of Travis County, Texas, setting forth (a) the amount of the claim of delinquency, (b) the interest and costs of collection which have accrued thereon, (c) the legal description and street address of the Lot against which lien is claimed, and (d) the name of the Owner thereof. Such Notice of Lien shall be signed and acknowledged by an officer of the Association or other duly authorized agent of the Association. The lien shall continue until the amounts secured thereby and all subsequent accruing amounts are fully paid or otherwise satisfied. When all amounts claimed under the Notice of Lien and all other fees, costs and assessments which may have accrued subsequent to the filing of the Notice of Lien have been fully paid or satisfied, the Association shall execute and record a notice releasing the lien.

Section 11.3. Term and Amendments. The covenants and restrictions of this Declaration shall run with and bind the land for a term of thirty (30) years from the date this Declaration is recorded, after which time they shall be automatically extended for successive periods of ten (10) years each, unless seventy‑five percent (75%) of the votes outstanding shall have voted to terminate the covenants and restrictions of this Declaration upon the expiration of the initial thirty (30) year period or any extension thereof, which termination shall be by written instrument signed by seventy‑five percent (75%) of the Owners and properly recorded in Travis County, Texas. This Declaration may be amended during the first thirty (30) year period by an instrument signed by not less than ninety percent (90%) of the Owners and by the Declarant if the Class B membership has not theretofore terminated, and thereafter by an instrument signed by not less than seventy-five (75%) of the Owners. Any amendment must be recorded. Notwithstanding any provisions hereof to the contrary, the Declarant may, at its sole discretion and without consent being required of anyone, modify, amend, or repeal this declaration at any time prior to the closing of the sale of the first Lot, provided said amendment, modification, or repeal is in writing and properly recorded in Travis County, Texas. Declarant further reserves, prior to the closing of the sales of all of the Property, all rights which may be necessary to deal with the Property, including the right to vacate, amend, or modify the plat of subdivision.

Section 11.4. Severability. Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provisions which shall remain, in full force and effect.

Section 11.5. Rights and Obligations. The provisions of this Declaration and the rights and obligations established thereby shall be deemed to be covenants running with the land and shall inure to the benefit of, and be binding upon, each and all of the Owners and their respective heirs, representatives, successors, assigns, purchasers, grantees and mortgagees. By the recording or the acceptance of a deed conveying a Lot or any ownership interest in the Lot whatsoever, the person to whom such Lot or interest is conveyed shall be deemed to accept and agree to be bound by and subject to all of the provisions of this Declaration whether or not mention thereof is made in said deed.

Section 11.6. Mergers and Consolidations. The Association may participate in mergers and consolidations with other nonprofit corporations organized for the same purposes, provided that any such merger, consolidation or annexation shall have the consent of not less than sixty‑seven percent 67%) of the membership of the Association. Upon a merger or consolidation of the Association with another association, the properties, rights and obligations may, by operation of law, be transferred to another surviving or consolidated association or, alternatively, the properties, right 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. No such merger or consolidation, however, shall affect any revocation, change or addition to the covenants established by this Declaration with respect to the Property, except as changed by amendment of this Declaration.

Section 11.7. Miscellaneous Provisions. Any provision of the within Declaration or of the Articles of Incorporation and Bylaws to the contrary notwithstanding, the following provisions shall control:

a. FHA/VA Approval. If any prospective Owner applies for FHA or VA mortgage financing and receives a commitment therefore, the following actions will require approval of the Federal Housing Administration and the Veterans Administration as applicable: (1) Addition of properties as set forth in Article X, (2) dedication of Common Areas, and (3) amendment of this Declaration.

b. The following actions will require notice to all institutional holders of first mortgage liens: (1) abandonment or termination of the Association; or (2) material amendment to the Declaration,

c. Upon the request of any first mortgagee of a dwelling on a Lot, the Association shall furnish to such mortgagee a written notice of any default by the Owner of such dwelling in the performance of such Owner's obligations under the within Declaration or the Bylaws or Association rules or regulations which is not cured within thirty (30) days. Any first mortgagee of a dwelling who comes into possession of the said dwelling pursuant to the remedies provided in the mortgage, a foreclosure of the mortgage, or deed (or assignment) in lieu of foreclosure, shall take such properly free of any claims for unpaid assessments or charges in favor of the Association against the mortgaged dwelling which accrued prior to the time such holder comes into possession of the dwelling.

d. Unless at least seventy‑five percent (75%) of the first mortgagees (based upon one vote for each mortgage) have given their prior written approval, neither the Association nor the Owners shall be entitled to:

(i) by act or omission seek to abandon, partition, encumber, or transfer the Common Areas, if any, or any portion thereof or interest therein; (The granting of easements for public utilities or other public purposes consistent with the intended use of such property shall not be deemed a transfer within the meaning of this clause.)

(ii) substantially change the method of determining the obligations, assessments, dues or other charges which may be levied against an Owner by the Association;

(iii) by act or omission change, waive, or abandon any scheme of regulations or enforcement thereof pertaining to the architectural design or the exterior appearance of the dwellings or maintenance of the dwellings or Lots;

(iv) fail to maintain liability and extended coverage insurance on insurable property comprising a part of the Common Areas on a current replacement cost basis in an amount not less than one hundred percent (100%) of the insurable value (based on current replacement costs).

e. All personal pronouns used in this Declaration, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and vice versa. The term "person" means person, corporation, partnership, entity, agency or any other legally organized entity.

Section 11.8. Headings. The headings contained in this Declaration are for reference purposes only and shall not in any way affect the meaning or interpretation of this Declaration.

Section 11.9. Notice. Wherever written notice to Owner is permitted or required hereunder, such shall be given by the mailing of such notice to the Owner at the address of such Owner appearing on the records of the Association, unless such Owner has previously given written notice to the Association of a different address, in which event such notice shall be sent to the Owner at the address so designated. Such notice shall conclusively be deemed to have been given by the Association by placing same in the United States mail, postage prepaid and properly addressed, whether such notice is actually received by the addressee or not.

Section 11.10. Conflicts. In the event of conflict between the terms of this Declaration and any Bylaws, rules, regulations or Articles of Incorporation of the Association, this Declaration shall control.

IN WITNESS WHEREOF, the Declarant has caused this instrument to be executed on its behalf, this 27th. day of June, 1991.

NOTE: On August 15, 1996, the deed restrictions were amended to delete class B membership and clarify ACC policies. The text of that affidavit follows.

AFFIDAVIT AND NOTICE OF CESSATION OF CLASS B MEMBERSHIP

AND ARCHITECTURAL CONTROL COMMITTEE POLICIES

FOR OAK CREEKE PARKE

STATE OF TEXAS

COUNTY OF TRAVIS

Before me, the undersigned authority, personally appeared Doug Pennington who upon oath deposed and stated:

1. My name is Doug Pennington. I am the current President of the Oak Parke Homeowners Association, Inc. a Texas nonprofit corporation ("Association")

2. I have personal knowledge of the facts set forth herein, am over 18 years of age, am competent to make this affidavit and have authority to do so on behalf of the Association.

3. All of the statements set forth herein are true and correct.

4. Pursuant to that certain Declaration of Covenants, Conditions and Restrictions for Oak Creek Parke, executed by Benchmark Land Development, Inc., a Texas corporation, dated June 27, 1991, and recorded in Volume 11485,Page 0727, Real Property Records of Travis County, Texas being hereinafter referred to as the "Declaration," Benchmark Land Development, Inc. was named as the original Declarant.

5. As of July 31, 1995 the original Declarant, Benchmark Land Development, Inc. no longer owned a sufficient number of lots in the Oak Creek Parke to continue Class B membership pursuant to Section 2.7 of the Declaration. Class B membership as provided for in the Declaration has ceased,

6. Pursuant to Section 5.1 of the Declaration, the original Declarant appointed the members of the Architectural Control Committee ("ACC") so long as there was Class B membership. Thereafter, the members of the ACC shall be appointed by the Board of Directors of the Association, Because Class B membership has ceased, the members of the ACC have since June, 1995 been appointed by the Board of Directors of the Association, The current members of the ACC are Doug Pennington, Tracy Hall and Gary Godsey,

7. Pursuant to the provisions of Article V of the Declaration, plans must be submitted to the ACC prior to construction of improvements. All such plans must be submitted to the following address:

Oak Parke ACC

c/o Goodwin Management, Inc.

11149 Research Blvd Suite 100

Austin, TX. 78759

8. Effective July 31, 1995, Steve Tucker of Benchmark Land Development, Inc. was no longer a member of the ACC and has no authority to consider or approve any plans for construction within the Oak Creek Parke subdivision.

9.      The ACC has formally adopted policies regarding construction of improvements on interior and corner lots within the Oak Creek Parke subdivision. These policies were developed based upon the ACC's consideration of the current improvements constructed in the Oak Creek Parke subdivision, architectural style and material and compatibility with other structures within the Oak Creek Parke subdivision and the possible result in the reduction in property value or use of adjacent property. The ACC has formally adopted the following policies:

Interior Lots

The exterior finish of all dwelling, garages and accessory buildings constructed on interior lots shall be at least seventy-five percent (75%) masonry (brick, stone or stucco), excluding doors, windows and gable ends.

Corner Lots

The exterior finish of all dwellings, garages, and accessory buildings constructed on corner lots shall be one hundred percent (100%) masonry (brick, stone or stucco), excluding doors, windows and gable ends.

OAK PARKE HOWEOWNERS

ASSOCIATION, INC.

Printed Name: Doug Pennington

Title: President

SUBSCRIBED AND SWORN TO BEFORE ME this 15^th. day of August, 1996.

[SEAL]

SUSAN BR1LLON

Notary Public, State of Texas

Commission Expires: January 9, 2000

ACKNOWLEDGMENT

STATE OF TEXAS

COUNTY OF TRAVIS

Before me, the undersigned authority, on this day personally appeared Doug Pennington, President of Oak Parke Homeowners Association, Inc., personally known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same as the act of Oak Parke Homeowners Association, Inc, and for the purposes and consideration therein expressed.

GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the 15^th. day of August, 1996.

[SEAL]

Notary Public, State of Texas

Commission Expires:

January 9, 2000

FILED: August 22, 1996 in the REAL PROPERTY RECORDS OF TRAVIS COUNTY, TEXAS

Reference Numbers 00005475861 and 12756 0156

OAK PARKE HOMEOWNERS ASSOCIATION