Bella Vista Waterfront Condominiums
Presented by - "A" Action Realty

Page 2

i.                     impair the structural integrity of the Building, nor shall it adversely affect any adjacent Unit, nor shall it alter the exterior appearance of the Building, nor shall it be performed on the roof of the Condominium without the written permission of the Association.

An Owner has an unrestricted right of ingress and egress to his or her Unit, subject to the reasonable rules and regulations promulgated by the Board. Such right of ingress and egress is perpetual and passes with the transfer of ownership of the Unit.

B.                  For Utilities. Municipalities and authorized public utilities (or private companies) furnishing services, lines, pipes, wires, conduits, facilities and equipment to the Condominium for common use such as water, electricity, cable television or similar services, and/or telephone shall have access to the Common Elements and each Unit as may be necessary or desirable for the installation, repair, maintenance, removal and/or replacement of such services, and any costs incurred in opening and repairing any wall of the Condominium to install, repair, maintain, remove or replace such authorized services (except as otherwise provided herein) shall be a Common Expense. However, installed utility lines, public or private, shall be considered to be located in a valid easement and may remain in the installed location and be repaired and/or replaced in such location.

C.                  For the Declarant and the Association. The Declarant and the Association (and their duly authorized representatives and agents) shall have a reasonable right of entry upon any Unit to (i) make emergency repairs, (ii) enforce the terms of the Condominium Documents, (iii) protect the property rights and welfare of other Owners, (iv) do other work reasonably necessary for the proper maintenance or operation of the Condominium, (v) perform any of the duties and obligations of Declarant and the Association which are set forth in the Condominium Documents, (vi) prevent or terminate waste of water purchased by the Association as a Common Expense, and (vii) perform maintenance and repairs of the Unit that, if not performed, may result in increased damage by water to components of the Condominium that the Association maintains. Except in the event of an emergency, or in the event the Board or its agents are unable to contact any Owner or occupant of a Unit after reasonable effort, such right of entry shall be exercised only in the presence of the Owner or other occupant of the Unit entered. Such right of entry shall be exercised in a manner as to avoid unreasonable interference with the possession, use or enjoyment of the Unit and shall, whenever reasonably possible, be preceded by reasonable notice to the Owner or occupant thereof In the event any damage is caused by such entry such damage shall be a Common Expense. The Association shall have duplicate keys sufficient to permit access to all sprinklered areas within each Unit if such exist. The Association shall have the right to grant permits, licenses and easements on, over, under and across the Common Elements for utility, access and other purposes reasonably necessary or useful for the proper maintenance, enjoyment and operation of the Condominium.

D.                 For Encroachments. If any portion of the Common Elements shall be situated or encroach upon any Unit, or if any Unit shall actually encroach upon any portion of the Common Elements, as the Units and Common Elements actually and physically exist, or as shown by the Condominium Plan, then there shall be deemed to be mutual valid easements for such encroachments and for the maintenance of same so long as such encroachments exist; provided, however, such easement or easements shall not relieve an Owner of liability in case of the Owner's willful misconduct or failure to adhere to the Condominium Plan. In the event the Building or other structure is totally or partially damaged or destroyed and then repaired, restored or rebuilt, the Owners agree that all encroachments of or upon the Common Elements due to repair or reconstruction shall be permitted and that a valid easement for such encroachments and maintenance thereof shall exist.

2.                 Units.

A.                  Designation and Measurement of Units. On the Condominium Plan, the Units located in the Building are numbered by Unit number as set forth below. In determining dimensions and areas for purposes of establishing the Percentage of Common Interest Ownership assigned to each Unit, each enclosed space in a Unit is measured from: (i) the center line of each Unit's demising walls; (ii) the outside surfaces of interior hallway demising walls; iii) the outside surfaces of exterior bearing walls (including all glass and glass substitutes), (iv) the interior surface of all other walls; (v) the interior surfaces of finished, unpainted floors and ceilings; but (vi) excluding all General Common Elements and all Limited Common Elements appurtenant to such Unit except those Common Elements which consist of chutes, flues, ducts, wires, conduits, bearing walls, bearing columns, or any other fixture to the extent located within the designated boundaries of a Unit determined as set forth above.

B.                  Description of Units. Each Unit shall consist of the following portions of the Building: (i) the interior surface of each Unit's perimeter walls; (ii) the interior surface of the ceiling; (iii) the upper surface of the concrete floor of each Unit; (iv) the interior surface (including all glass or glass substitutes) of the windows and doors set in each Unit's perimeter walls; (v) the interior surface of each Balcony appurtenant to a Unit; (vi) any and all lath, furring, wallboard, plasterboard, plaster, paneling, tiles, wallpaper, paint, finished flooring and other materials constituting part of the interior surfaces of (i) through (v) above; (vii) the air space enclosed within the area described and delimited in (i) through (v) above; (viii) any and all walls, ceilings, floors, partitions, dividers, fixtures and improvements wholly within such air space (but excluding any pipes, ducts, wires, cables, conduits, bearing beams or supports contained within such walls, ceilings, floors, partitions and dividers, or between chase walls or within such air space as per Paragraph 3.A hereof); and (ix) all plumbing, heating, ventilating, air conditioning, lighting, cooking and other fixtures and equipment wholly within a Unit and serving only such Unit (exclusive of pipes, ducts, wires, cables or conduits located within such air space as per Paragraph 3.B hereof).

C.                  Approximate Measurements. It is expressly stipulated, and each and every Owner, his or her heirs, devisees, legal and personal representatives, and successors and assigns accepting title to a Condominium Unit subject to this Declaration acknowledge that the square footage, size and linear dimensions of each Unit (as shown on the Condominium Plan), and each area constituting any part of the Common Elements as set out and shown in this Declaration or the plans and documents attached hereto, are approximate and are shown for descriptive purposes only and do not necessarily reflect or represent the precise percentage of square footage of any specific portion of the Condominium, and that Declarant does not warrant, represent or guarantee that any Unit actually contains the square footage, size and linear dimensions and elevation reflected thereon or herein. Each Owner further acknowledges that he or she shall have had full opportunity and is under a duty to inspect and examine his or her Unit prior to the purchase thereof and agrees that the Unit is purchased as actually and physically existing, and expressly waives any claim or demand of any kind which he or she may have against Declarant or any person whomsoever by reason of any difference, shortage or discrepancy between such Owner's Unit as actually and physically existing and as reflected on the Condominium Plan.

D.                 Boundaries of Units. In interpreting deeds, mortgages, deeds of trust and other instruments for any purpose whatsoever or in connection with any matter, the existing physical boundaries of the Units or of any Unit reconstructed in substantial accordance with the original plans thereof shall be conclusively presumed to be the boundaries, regardless of settling, rising, or lateral movement of the Building, and regardless of variances between the boundaries shown on the Condominium Plan and those of the Building.

E.                  Percentage of Common Interest Ownership. The Percentage of Common Interest Ownership assigned to each Unit shall be 1/45th which is equal to approximately 2.22%.

Each Percentage of Common Interest Ownership in the Common Elements so allocated pursuant to the foregoing paragraph was assigned by Declarant to the designated Unit solely for purposes of this Declaration and, regardless of any other matter, such Percentage of Common Interest Ownership shall remain fixed and constant and the same cannot be changed except by the written consent of each and every Owner and Mortgagee of such Unit, duly executed, acknowledged and filed for record as a partial amendment to this Declaration. The ownership interests in the Common Elements shall be undivided interests and the Common Elements shall remain undivided and shall not be the object of an action for partition or division of the ownership, so long as such ownership interests are suitable in the context of a condominium; and, in any event, all Mortgagees must be paid prior to the bringing of an action for partition, or the consent of all Mortgagees to such action must be obtained. The percentage of the Common Elements allocated to each Unit shall not be separated from such Unit or separately sold, conveyed, encumbered or otherwise separately disposed of, and each interest in the Common Elements shall follow the respective Unit to which it is allocated, and shall be deemed to be conveyed and/or encumbered with its respective Unit to which it is allocated even though the description in the instrument of conveyance or encumbrance shall refer only to the Unit.

3.                 Association Management

Membership in the Association and voting by Owners shall be in accordance with Bylaws of the Association and the following provisions:

A.                  Members. Upon becoming an Owner, each Owner shall automatically become a member of the Association and shall remain a member thereof until such time as his or her ownership ceases for any reason, at which time his or her membership in the Association shall also automatically cease, and no other person or entity shall be entitled to membership in the Association, except as expressly provided herein or in the Bylaws. No Owner shall be required to pay any consideration whatsoever solely for his or her membership in the Association.

B.                  Transfer of Membership. The share of an Owner in the funds and assets of the Association cannot be assigned, pledged or transferred in any manner except as an appurtenance to his or her Unit. Upon any transfer of ownership of any Unit, the new Owner acquiring or succeeding to such ownership interest shall likewise automatically succeed to such membership in the Association.

C.                  Votes. Except as otherwise provided herein or in the Bylaws, each Owner shall be entitled to a vote, the value of which shall equal the total of the Percentages of Common Interest Ownership assigned to the Units owned by such Owner as set forth in this Declaration; provided, however, that any Owner who has been given notice by the Board or by the President that he or she is in violation of the Condominium Documents, whether by virtue of delinquency in payment of Assessments or otherwise, shall not be entitled to vote at any meeting of the Association (unless otherwise required by the Act) until such default has been cured.

D.                 Who Can Vote. No Owner, other than Declarant and those who purchased from Declarant, shall be entitled to vote at any meeting of the Association until such Owner has presented evidence of ownership of a Condominium Unit to the Association (and written proxy if voting by proxy). The vote of each Owner may only be cast by such Owner or by a written proxy given by such Owner to his or her duly authorized representative. If title to a Unit shall be in the name of two (2) or more Owners, any one (1) of such Owners may vote as the Owner at any meeting of the Association and such vote shall be binding on such other Owners who are not present at such meeting unless written notice to the contrary has been received by the Association, in which case the unanimous action of all such Owners (in person or by proxy) shall be required to cast their vote as Owners. If two (2) or more of such Owners are present at any meeting of the Association, then unanimous action shall be required to cast their vote as Owners. Declarant or its representative may exercise all the votes allocated to the unsold Units while same are owned by Declarant.

4.                 Association Administration and Management

A.                  Books and Records. The Association or Managing Agent shall keep or cause to be kept detailed books and records showing all expenditures and receipts of the administration of the Condominium which shall specify the maintenance and repair expenses of the Common Elements and any other expenses incurred by or on behalf of the Association and the Owners. Such books and records shall be open for inspection by Owners during reasonable working hours on weekdays and may be audited annually by qualified independent auditors in accordance with generally accepted accounting principles within ninety (90) days after the end of any fiscal year of the Condominium, or as soon thereafter as practicable. Unless the Board shall determine otherwise, the fiscal year of the Association shall be the calendar year. The cost of such audit shall be an expense of the administration of the Condominium, and copies of any such audit shall be made available to all Owners.

B.                  Mortgagee Access to Books and Records. A Mortgagee shall, upon written request, be entitled to: (i) inspect the Condominium Documents and the books and records of the Condominium, (ii) receive, free of charge, an annual financial statement of the Condominium, as soon as the same is available to the Owners, (iii) written notice of all meetings of the Association, and (iv) be permitted to designate a representative to attend all meetings of the Association.

C.                  Association Records. In addition to the financial records described in Paragraph 8.A, the Association or Managing Agent shall keep or cause to be kept: (i) the plans and specifications used to construct and/or renovate the Condominium; (ii) the condominium information statement and any amendments thereto; (iii) the name and address of each Owner; (iv) voting records, proxies and correspondence relating to amendments to the Declaration; and (v) minutes of meetings of the Association and the Board of Directors. All financial and other records of the Association shall be available at its principal office during normal business hours and with reasonable notice for examination and any proper purpose by an Owner and/or the Owner's authorized agent and holders, insurers and guarantors of any first mortgages.

D.                 Association Costs and Expenses. All costs incurred by the Association, including, but not limited to, any costs (including attorneys' fees) incurred in satisfaction of any liability arising herein, caused by or in connection with the Association's operation, maintenance or use of the Condominium, shall be an Association expense. All sums received by the Association, including, but not limited to, all sums received as proceeds of, or pursuant to, any policy of insurance carried by the Association, shall be the receipts of the Association.

E.                  Bylaws. The governance and administration of the Condominium shall be in accordance with the Bylaws which have been initially adopted by Declarant as sole Owner of the Condominium, and which are attached hereto as Exhibit “A.” The Bylaws may be amended by Declarant as hereafter provided and from time to time by the Association in accordance with the provisions thereof.

F.                  Administration by Association/Managing Agent. The affairs of the Condominium shall be administered by the Association. Unless otherwise expressly stated in this Declaration or the Bylaws, the Association, acting through its board of directors, may:

i.                     adopt and amend the Bylaws;

ii.                   adopt and amend budgets for revenues, expenditures, and reserves, and collect Assessments from Owners;

iii.                 borrow money, but not in excess of $25,000;

iv.                 hire and terminate Managing Agents and other employees, agents, and independent contractors, provided that any agreement for professional management of the Condominium, or any other contract providing for services of the Declarant, may not exceed three (3) years and must provide for termination by either party without cause and without payment of a termination fee on ninety (90) days or less prior written notice;

v.                   institute, defend, intervene in, settle, or compromise litigation or administrative proceedings in its own name on behalf of itself or two or more Owners on matters affecting the Condominium; Condominium;

vi.                 make contracts and incur liabilities relating to the operation of the

vii.               regulate the use, maintenance, repair, replacement, modification, and appearance of the Condominium;

viii.             adopt and amend rules regulating the use, occupancy, leasing or sale, maintenance, repair, modification, and appearance of Units and Common Elements, to the extent the regulated actions affect Common Elements or other Units;

ix.                 cause additional improvements to be made as a part of the Common Elements;

x.                   acquire, hold, encumber, and convey in its own name any right, title, or interest to real or personal property, except Common Elements;

xi.                 acquire, lease, encumber, exchange, sell, or convey a Unit;

xii.               grant easements, leases, licenses, and concessions through or over the Common Elements;

xiii.             impose and receive payments, fees, or charges for the use, rental, or operation of the Common Elements and for services provided to Owners;

xiv.             impose interest and late charges for late payments of assessments, returned check charges, and, if notice and an opportunity to be heard are given, reasonable fines for violations of the Declaration, Bylaws, and Rules and Regulations;

xv.               adopt and amend rules regulating the collection of delinquent Assessments and the application of payments;

xvi.             adopt and amend rules regulating the termination of utility service to a Unit, the Owner of which is delinquent in the payment of an Assessment that is used, in whole or in part, to pay the cost of that utility;

xvii.           impose reasonable charges for preparing, recording, or copying declaration documents, resale certificates, or statements of unpaid Assessments;

xviii.         enter a Unit for bona fide emergency purposes when in its opinion conditions present an imminent risk of harm or damage to the Common Elements, another Unit, or the occupants;

xix.             assign its right to future income, including the right to receive Regular Assessments, but only to the extent this Declaration so provides;

xx.               suspend the voting privileges of or the use of certain Common Elements by an Owner delinquent for more than thirty (30) days in the payment of Assessments;

xxi.             Purchase insurance and fidelity bonds it considers appropriate or necessary;

xxii.           exercise any other powers conferred by this Declaration, the Certificate or Bylaws;

xxiii.         exercise any other powers that may be exercised in the State of Texas by a corporation of the same type as the Association;

xxiv.         exercise any other powers necessary and proper for the government and operation of the Association; and

xxv.           Any of the duties, powers and functions of the Board may be delegated to the Managing Agent.

G.                  Board of Directors. The affairs of the Association shall be managed by a Board of Directors. Such members of the Board of Directors shall serve without pay or compensation (except as provided in the Bylaws), for such term as specified in the Bylaws.

H.                 Declarant Control of the Association. There shall be a period of Declarant control of the Association during which the Declarant, or persons designated by the Declarant, shall have the rights as set out herein. Subject to the following provisions, the period of Declarant control shall terminate on the earlier of: (1) one-hundred twenty (120) days after the date on which Declarant sells 75% of the Units; or (2) the date on which Declarant surrenders such control, in writing, to the Association. Until such time as Declarant has sold 50% of the Units, there shall be three (3) directors, appointed by Declarant, and those directors shall appoint and remove officers. After Declarant has sold 50% of the Units, Declarant shall remove one of such directors, and the Owners shall elect one director who shall assume that position, until the first meeting of the Owners. Not later than the date on which Declarant has surrendered control of the Association, the Declarant shall remove the remaining two directors appointed by Declarant, and the Owners shall hold their initial meeting to elect two new directors to assume those positions effective as of the date of the election, as well as the third director. The newly constituted Board of Directors shall elect the officers of the Association before the 31st day after the date of their election by the Owners. Notwithstanding anything herein to the contrary, the initial directors appointed by Declarant may be elected as directors by the Owners.

I.                    Termination of Contracts and Leases of Declarant. The Association may terminate, without penalty, contracts or leases between the Association and the Declarant or an affiliate of Declarant if: (i) the contract or lease is entered into by the Association when the Association is controlled by the Declarant; (ii) the Association terminates the contract or lease before the first anniversary of the date a Board of Directors elected by the Owners takes office; and (iii) the Association gives at least ninety (90) days' notice of its intent to terminate the contract or lease to the other party.

J.                    Management Certificate. The Association shall record in the Office of the County Clerk of Polk County, Texas, a certificate, signed and acknowledged by an officer of the Association, stating: (i) the name of the Condominium, (ii) the name of the Association, (iii) the location of the Condominium, (iv) the recording date of this Declaration, and (v) the mailing address of the Association, or the name and mailing address of the Managing Agent. The Association shall record an updated management certificate within thirty (30) days after the date the Association has notice of a change in any of the information set forth in (i) through (v) above as set forth in the recorded management certificate.

K.                  Resale Certificate. In connection with the sale of any Unit (other than a sale by Declarant), the Association shall furnish to the selling Owner or the Owner's agent, within ten (I0) days after the date of receiving a written request from the Owner, a resale certificate containing the following information: (i) the current operating budget of the Association; (ii) any right of first refusal or other restraint contained in the Declaration that restricts the right to transfer a Unit; (iii) the amount of the periodic Regular Assessments and the unpaid Regular Assessments or Special Assessments currently due and payable by the selling Owner; (iv) other unpaid fees or amounts payable to the Association by the selling Owner; (v) capital expenditures, if any, approved by the Association for the next twelve (12) months; (vi) the amount of reserves, if any, for capital expenditures and of portions of those reserves designated by the Association for a specified project; (vii) any unsatisfied judgments against the Association; (viii) the nature of any pending suits against the Association; (ix) whether the Board of Directors has knowledge that any alterations or improvements to the Unit or the Limited Common Elements assigned to that Unit violate the Declaration, the Bylaws or the Rules and Regulations; (x) whether the Board of Directors has received notice from a governmental authority concerning violations of health or building codes with respect to the Unit, the Limited Common elements assigned to that Unit, or any other portion of the Condominium; (xi) the remaining term of any leasehold estate that affects the Condominium and the provisions governing an extension or renewal of the lease; (xii) the name, mailing address, and telephone number of the Managing Agent, if any; and (xiii) such other information as the Association may deem appropriate. The Association shall not be liable to a selling Owner or such Owner's prospective purchaser for delay or failure to furnish a resale certificate, and an officer or agent of the Association is not liable for a delay or failure to furnish a resale certificate unless the officer or agent willfully refuses to furnish the resale certificate or is grossly negligent in not furnishing the resale certificate. In the event that a properly executed resale certificate incorrectly states the total of delinquent sums owed by the selling Owner to the Association, without affecting the rights of the association against the seller, the purchaser shall not be liable for payment of additional delinquencies that are unpaid on the date the resale certificate is prepared and that exceed the total sum stated in the resale certificate; provided, however, in no event shall a resale certificate affect: (i) the Association's right to recover debts or claims that arise or become due after the date the certificate is prepared; or (ii) the Association's lien on a Unit securing payment of future Assessments.

L.                  Restrictions on Alienation of Common Elements. Notwithstanding any other provision of this Declaration, the Association may not seek to abandon, partition, subdivide, encumber, sell or transfer the Common Elements, or any part thereof, by act or omission, without first receiving the unanimous prior written approval thereof by all Owners of Units and the First Mortgagees of all Units. Nothing in this paragraph shall limit the authority of Declarant or the Association to grant an easement for use by any public utilities or for any other public purpose(s) consistent with the intended use of the Common Elements by the Condominium.

M.                Required Owner Information upon Purchase of a Unit. Within thirty (30) days after the date of acquiring an interest in a Unit, the Owner shall provide the Association with: (a) the Owner’s mailing address, telephone number and driver’s license number or federal employer identification number, if any; (b) the name and address of the holder of any lien against the Unit and any loan number; (c) the name and telephone number of any Person occupying the Unit other than the Owner and Owner’s; and (d) the name, address and telephone number of an Person managing the Unit as agent for the Owner. An Owner shall notify the Association within (30) days after the Owner has notice of a change of any of the information set forth in (a) through (d) above, and shall provide that information on request by the Association from time to time.

5.                 Meetings of Owners

A.                  First Meeting. The first meeting of Owners shall be held not later than one hundred twenty (120) days following the conveyance by Declarant of more than seventy-five percent (75%) of the Units to parties other than the Declarant. Until the first meeting of Owners, the affairs of the Association shall be managed by the first Board named in the Certificate or their successors, and during such period it shall have the right to exclusively represent, act as and constitute the Board of Directors, and shall have the right to exclusively exercise and perform all of the rights, powers, authority, functions and duties herein or in the Act or Bylaws given to the Association or the Board.

B.                  Annual Meetings. Following the first meeting of Owners, there shall be an annual meeting of Owners at which the Board, or a portion thereof, shall be elected, and other meetings as provided for herein or in the Bylaws. Special meetings of Owners shall be called by the President, a majority of the Directors or any individual Owner or collection of Owners having twenty percent (20%) of the Percentages of Common Interest Ownership entitled to be cast at such special meeting. Notice of time, place and subject matter of all meetings shall be given to each Owner or to the individual representative designated by such Owner.

6.                 Directors

A.                  Number of Directors. The number of Directors shall be as set forth in the Bylaws. Any expansion or subsequent contraction [to not less than three (3)) of the number of Directors shall be effected by an amendment to the Bylaws. The Directors of the initial Board of Directors must not be an Owner (including any replacement Directors selected by Declarant prior to the first meeting of Owners). Notwithstanding anything stated herein or in the Bylaws, such Board and any replacement Directors selected by Declarant may remain or be reelected as Directors following the first meeting of Owners. Notwithstanding anything contained herein to the contrary, this Paragraph 10 may not be amended without the prior written consent of Declarant, until one hundred twenty (120) days following the conveyance by Declarant of more than seventy-five percent (75%) of the Units to parties other than the Declarant.

B.                  Terms of Directors. At the first meeting of Owners as defined in Paragraph 9.A, one (1) Director shall be elected for a term of three (3) years, one (1) Director shall be elected for a term of two (2) years and one (1) Director shall be elected for a term of one (1) year. Thereafter, at the annual meeting of Owners, the Owners shall elect a Director to fill the position of the Director whose term has expired at the time of the annual meeting. Such Director shall serve for a term of years as set forth in the Bylaws.

C.                  Election of Officers. The officers of the Association shall be elected by the Board.

D.                 Indemnity of Board. The Association shall indemnify each member of the Board and each of its officers against expenses and liabilities (including the cost and expenses of defending against any such alleged liability) as and to the extent set forth in the Bylaws. Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which a Director, officer, or employee may be entitled by law or under any Bylaw, agreement, vote of members or otherwise.

E.                  Authority of Officers. The Board may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association whether or not a Director or such officer is interested in the transaction (as and to the extent set forth in the Bylaws). Such authority may be general or confined to specific instances. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or agent of the Association and in such manner as shall, from time to time, be determined by resolution of the Board. All funds of the Association shall be deposited, from time to time, to the credit of the Association in such banks; trust companies or other depositories as the Board may select.

Patty Laviolette
A Action Realty
Ph: 936-646-5100Fax:936-646-3759
10289 US HWY 190 West
Livingston, TX 77351 US
Licensed Real Estate Broker 434160
www.bellavistacondoslakelivingston.com
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