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DECLARATION OF COVENANTS, RESTRICTIONS AND RESERVATION OF EASEMENTS.
HEISLEY PARK HOMEOWNERS ASSOCIATION, INC.
Declarant, Morten Associates, an Illinois limited partnership, is the owner of certain real estate in Painesville, Lake County, Ohio, described in Exhibit "A", attached hereto and incorporated herein (hereinafter referred to as "Property").
Declarant hereby declares that the Property shall be held, sold and conveyed subject to the covenants, conditions, restrictions and reservation of easements herein, which are for the purpose of protecting the value and desirability of and which shall run with the Property submitted hereunder or which may subsequently be added, and shall be binding on all parties having any right, title or interest in the Property, its successors and assigns, and shall inure to the benefit of each owner thereof.
ARTICLE I
DEFINITIONS
1.1. Additional Land. "Additional Land" means the property described in Exhibit "B" which may be made subject to this Declaration pursuant to Article XII.
1.2. Allocated Interests. "Allocated Interests" means the Common Expense Liability and votes in the Association as set forth in Article III.
1.3. Assessments. "Assessments" means those charges upon the Lots established by Article VII of this Declaration.
1.4. Association. "Association" means Heisley Park Homeowners Association, Inc., an Ohio nonprofit corporation, its successors and assigns. Except as the context otherwise requires "Association" shall mean the Board of Trustees acting on behalf of the Association.
1.5. Board. "Board" shall mean the Board of Trustees of the Association.
1.6. Builder, "Builder" means any person or entity (including the Declarant) who acquires a
Lot for the purpose of improving that Lot and erecting a Dwelling Unit thereon for resale to an Owner.

1.8. Common Expense Liability. "Common Expense Liability" means the liability for Common Expenses allocated to each Lot pursuant to Article III, of this Declaration.
1.9. Common Expenses. "Common Expenses" means expenditures made by, or financial liabilities of, the Association, together with any allocations to reserves.
1.10. Declarant. "Declarant" means Morten Associates, an Illinois General Partnership, its successors and assigns. Mailing Address: 26732 Balmoral Woods Drive, Crete, IL 60417.
1.11. Declarant Control Period. "Declarant Control Period" means the period of time that the Declarant may appoint members of the Board of Trustees and the officers of the Association as set forth in Article XIII.
1.12. Declaration. "Declaration" means this Declaration of Covenants, Conditions,
Restrictions and Reservation of Easements for Heisley Park Homeowners Association, including any amendments hereto.
1.13. Development Period. "Development Period" means the period commencing on the date of recording of this Declaration and ending on the date seven (7) years thereafter within which the Declarant has the right to submit Additional Land to the terms of this Declaration.
1.14. Development Rights. "Development Rights" means those rights reserved by the Declarant in Article XII.
1.15. Dwelling Unit. "Dwelling Unit" means a detached building or a portion of an attached multi-family building designed and intended for use and occupancy as a single-family residence.
1.16. Limited Common Elements. "Limited Common Elements" means those portions of the Common Elements allocated for the exclusive use and benefit of one or more but fewer than all of the Lots. Limited Common Elements, if any, shall be declared and defined in a Supplemental Declaration.
1.17. Lot. "Lot" means the physical portion of the Property designated for separate ownership or occupancy, the boundaries of which are described pursuant to Article II, Section 2.1.
1.18. Member. "Member" means any person or entity entitled to membership in the Association as provided herein.
1.19. Neighborhood. "Neighborhood" shall mean and refer to each separately developed residential area comprised of one (1) or more housing types subject to this Declaration, in which owners may have common interests other than those common to all Association Members, such as a common theme, entry feature, development name, and/or common areas and facilities which are not available for use by all Association Members. Neighborhoods shall be declared and defined in a Supplemental Declaration.

1.20. Neighborhood Assessments "Neighborhood Assessments"shall mean assessments levied against the Lots in a particular Neighborhood or Neighborhoods to fund Neighborhood Expenses, as more particularly described in Article VII, Section 7.4 of this Declaration.
1.21. Neighborhood Expenses. "Neighborhood Expenses"shall mean and include the actual and estimated expenses incurred by the Association for the benefit of Owners of Lots within a particular Neighborhood or Neighborhoods, which may include a reasonable reserve for capital repairs and replacements, all as may be specifically authorized from time to time by the Board of Trustees and as more particularly authorized herein.
1.22. Occupant. "Occupant" means any person in possession of a Lot or Dwelling Unit whether or not such possession is lawful and shall include but not be limited to, an Owner's family members, guests, invitees, tenants and lessees.
1.23. Owner. "Owner" means the Declarant or other person or entity who owns a Lot, but does not include a person or entity having an interest in a Lot solely as security for an obligation.
1.24. Property. "Property" means the real estate described in Exhibit "A" attached hereto and any other property, which may be made subject to the terms of this Declaration, together with any improvements, made thereon.
1.25. Record Plan. "Record Plan" means the record plat for Heisley Park Subdivision, Instrument 4/6 ()lie Lake County Recorder's Plat Records, and any subsequent plats or replats thereof. V
1.26. Special Declarant Rights. "Special Declarant Rights" means those rights reserved by the Declarant in Article XIII.
1.27. Supplemental Declaration. "Supplemental Declaration"shall mean an amendment or supplement to this Declaration executed by or consented to by Declarant which subjects Additional Property to this Declaration; imposes, expressly or by reference, additional restrictions and obligations on the land described therein, or designates property as a Neighborhood and/or as Common Elements and Limited Common Elements. The term shall also refer to the instrument recorded by the Association pursuant to Article XII, Section 12.1, of this Declaration to subject Additional Property to this Declaration.
1.28. Surface Water Management System. "Surface Water Management System" shall mean the system designed for the Property by the Declarant for storm water, soil erosion and sediment control. Such system shall include all existing watercourses, ditches, retention basins and swales located in the Property.

ARTICLE II
LOTS AND NEIGHBORHOODS
2.1. Types of Lots. Initially there shall be one type of Lots within the Property, which is described as follows:
2.1.1. Standard Lots. These Lots shall be single-family lots for the construction and occupation of a detached single-family Dwelling Unit.
2.1.2. Other Types of Lots. Subsequent phases may include other types of lots, including cluster lots and town home lots and may also include condominium units. Such lots and/or units shall be defined in Supplemental Declarations.
2.2. Description of Lot Boundaries. The boundaries of the Lots shall be those as set forth on the Record Plan.
23. Neighborhoods. Initially there shall be one Neighborhood within the Property. The Standard Lot Neighborhood shall be composed of Standard Lots and shall be further defined in a Supplemental Declaration. Other Neighborhoods shall be further defined in a Supplemental Declaration.
ARTICLE III
ALLOCATION OF ALLOCATED INTERESTS
3.1. Common Expense Liability. The allocation of Allocated Interests for Common Expense Liability shall be determined in accordance with the allocation of the various assessments as set forth in Article VII, Section 7.8.
3.2. Votes in the Association. The allocation of Allocated Interests for voting purposes shall be one vote per Lot.
ARTICLE IV
COMMON ELEMENTS AND EASEMENTS
4.1. Description. The Common Elements shall be any portion of the Property owned by the Association in fee or by easement or leased to the Association. The Common Elements shall be further defined in a Supplemental Declaration applicable to each Neighborhood.
4.2. Easements. The Property shall be subject to certain easements. These easements shall be appurtenant to and pass with the title to the Lots.

4.3. Enjoyment. The Common Elements shall be subject to an easement of enjoyment in favor of the Lots and Owners. Such easement shall be limited to the purposes for which the easements are created. Nothing herein shall be construed to provide any right of access to the Lots by any persons who are not Owners thereof.
4.4. Access. The Common Elements shall be subject to permanent nonexclusive easement for ingress and egress in favor of the Lots. Such easements shall be limited to the purposes for which the easements were created. A non-exclusive easement is granted to the Owners of all Lots, Occupants, their guests and invitees, and to all police, fire and other emergency personnel, and to all similar persons, and to the local governmental authorities, but not to the public in general, to enter upon the Common Elements, including the private streets as shown on the Record Plan in the performance of their duties.
4.5. Drainage. The Lots shall be subject to easements in favor of the Lots benefited for Surface Water Management as further defined in Article V. No Owner shall do anything on or within a Lot or Dwelling Unit that shall unreasonably alter the flow of surface water.
4.6. The City of Painesville. A non-exclusive easement is granted to the City of Painesville, and to all police, fire and other emergency personnel, ambulance operators, delivery, garbage and trash removal personnel, and to all similar persons, and to the local governmental authorities, but not to the public in general, to enter upon the Common Elements and the Surface Water Management System in the performance of their duties.
4.7.. Limited Common Elements. The Common Elements may also contain Limited Common Elements if so designated and defined in a Supplemental Declaration.
4.8. Owner's Delegation Rights. Any Owner may delegate his or her easement rights and rights of enjoyment to the Common Elements to any Occupants, and any guests, invitees, tenants or lessees thereof. Any Owner who has leased his or her Lot shall be deemed to have delegated such rights. Any such delegation, however, shall in accordance with and subject to reasonable rules, regulations and limitation as may be adopted by the Association in accordance with its Code of Regulations.
4.9. Limitation on Common Elements and Easements. All Common Elements, easements and rights granted herein are subject to:
4.9.1. Restrictions set forth in this Declaration and any Supplemental Declaration.
4.9.2. Any rules and regulations adopted by the Association and the right to enforce such rules and regulations.
4.9.3. The right of the Association to levy assessments for the Common Expenses, Neighborhood Expenses and other assessments as set forth herein.

4.9.4. The right of the Declarant and the Association to amend the Record Plat and to grant further rights and easements within, upon, over, under, and across the Common Elements for the benefit of the Owners, the Association or Declarant.
4.9.5. The Common Elements cannot be mortgaged or conveyed without the consent of two-thirds of the Owners, excluding the Declarant. A conveyance or encumbrance of the Common Elements shall not deprive any Lot or Dwelling Unit of its rights of access nor affect the priority of validity of pre-existing encumbrances. During any Declarant Control Period as set forth in Article XIII, no portion of the Common Elements can be dedicated without the prior approval of the Federal Housing Administration or the Veterans Administration, if either such agency is insuring or guaranteeing the mortgage on any Lot.
4.9.6. If access to any residence is through the Common Elements, any conveyance or encumbrance of such area is subject to the Lot Owner's easement.
4.9.7. All rights granted to the Association in this Declaration.
4.9.8. Development rights and Special Declarant Rights as set forth in Articles XV and
XVII.
ARTICLE V
SURFACE WATER MANAGEMENT
5.1. Surface Water Management System. The Surface Water Management System shall consist of the "Storm Easements" and "Stormwater Management Easement" as shown on the Record Plan. The Association shall maintain and administer the Surface Water Management System in accordance with the guidelines as may be promulgated from time to time by Painesville, or Lake County.
5.2. Surface Water Management System Easements. Each Lot shall be subject to and shall be benefited by an easement for storm sewers, drainage and surface water management as more particularly shown on the Record Plan. Such easement shall be non-exclusive as to the Owners and shall run to the Association, which has control and responsibility for drainage and surface water management. Such easement, however, shall not run to the public at large.
5.3. Access to Lots. For the purpose solely of performing the maintenance required or authorized herein, the Association, through its duly authorized agents or employees, or subcontractors, shall have the right, after reasonable notice to the Owner, to enter upon the Lot at reasonable hours on any clay.
5.4. Individual Maintenance. Each Owner shall maintain that portion of the Surface
Water Management System, which serves only that Owner's Lot. Each Owner shall have primary
responsibility for grass-cutting and vegetation control within the easements located on his or her

lot. Such responsibility shall include keeping these easements clean and unobstructed. Maintenance of the Surface Water Management System shall in accordance with the guidelines and standards set forth by any governmental entity or any other agency having authority. If any portion of the Surface Water Management System which serves only one Lot is damaged, the Owner of that portion shall promptly cause it to be repaired.
5.5. Retention Basin Maintenance. The Association shall have primary responsibility for the maintenance of the retention basin, including any pipes, concrete gutters or mechanical devices, including vegetation control and debris removal.
5.6. Restriction on Use. No Owner shall use or permit any other persons to use the Surface Water Management System in any manner which would constitute a nuisance, hazard or unsanitary condition or be in violation of any local, state, or federal law ordinance, rule, regulation or statue. No use of the retention basin including, without limitation, fishing, swimming, boating, playing, or use of personal flotation devices, shall be permitted. The Association shall not be responsible for any loss, damage, or injury to any person or property arising out of the authorized or unauthorized use of the retention basin.
ARTICLE VI
OWNERS ASSOCIATION
6.1. Formation. The Declarant has caused or will cause to be chartered a nonprofit corporation named Heisley Park Homeowners Association, Inc. The purposes for the Association are to provide for the administrative governance, maintenance and upkeep of the Property and to promote the health, safety, and welfare of the Owners and Occupants of the Property.
6.2. Membership. The membership of the Association shall at all times consist exclusively of Owners of the Lots. All such Owners shall be members. Membership shall be appurtenant to and may not be separated from such ownership.
6.3. Powers of the Association. Subject to Special Declarant Rights hereinafter set forth, the Association may:.
6.3.1. adopt and amend a Code of Regulations for the government of the Association, the conduct of its affairs and the management of the Property;
6.3.2. adopt rules and regulations for the use and occupation of the Common Elements and to enforce violations of the rules and regulation and the provisions and restrictions of the Declaration as against the Owners and Occupants.
6.3.3. adopt and amend budgets for revenues, expenditures and reserves and levy and collect Assessments from Owners;

6.3.4. hire and discharge managing agents and other employees, agents and independent contractors;
63.5. institute, defend or intervene in litigation or administrative proceedings in its own name on behalf of itself or two or more Owners on matters affecting the community;
6.3.6. make contracts and incur liabilities;
6.3.7. regulate the use, maintenance, repair, replacement and modification of the Common Elements for which the Association has maintenance responsibility and other rights as set forth herein;
6.3.8. cause additional improvements to be made as part of the Common Elements;
6.3.9. acquire, hold, encumber and convey in its own name any right, title or interest to real estate or personal property;
6.3.10. grant easements, liens, licenses and concessions through or over the
Common Elements;
6.3.11. impose and receive any payments, fees or charges for the use, rental or
operation of the Common Elements and for services provided to Owners;
6.3.12. impose charges for late payments of Assessments and after notice and an
opportunity to be heard, levy reasonable fines for violations of the Declarations, the Code of Regulations, and any rules and regulations of the Association;
6.3.13. impose reasonable charges for the preparation and recordation of
amendments to the Declaration or for statements of unpaid Assessments;
6.3.14. provide for indemnification of its officers and board of trustees and
maintain directors' and officers' liability insurance;
6.3.15. assign its right to future income, including the right to receive Common
Expense Assessments, except that this power shall be limited to the purposes of repair of existing structures or improvements;
63.16. exercise any other powers conferred by the Declaration, Code of
Regulations or Articles of Incorporation;
6.3.17. exercise all other powers that may be exercised in this state by nonprofit
corporations;
6.3.18. exercise any other powers necessary and proper for the governance and
operation of the Association.

6.4. Voting Rights. Subject to Special Declarant Rights as set forth in Article XIII, Owners shall be entitled to vote on matters properly before them in accordance with this Article, the Code of Regulations and the laws of the State of Ohio.
6.5. Number of Votes. Each Lot shall have one vote. If only one of several Owners for a Lot is present at a meeting of the Association, that Owner is entitled to cast the vote allocated to that Lot. If more than one of the Owners is present, the vote allocated to that Lot may be cast only in accordance with the agreement of a majority in interest of the Owners. There is majority agreement if any one of the Owners casts the vote allocated to that Lot without protest being made promptly to the person presiding over the meeting by any of the other Owners of the Lot. The Association may adopt rules regarding deadlocks. No votes allocated to any Lots owned by the Association may be cast.
6.6. Proxies. A vote allocated to a Lot may be cast pursuant to a proxy duly executed by an Owner. If a Lot is owned by more than one person, each Owner of the Lot may vote or register protest to the casting of votes by the Owners of a Lot through a duly executed proxy. An Owner may revoke a proxy given pursuant to this section only by actual notice of revocation to the person presiding over a meeting of the Association. A proxy is void if it is not dated or purports to be revocable without notice. Except as hereinafter provided, a proxy shall terminate one year after its date, unless it specifies a shorter time. If a first mortgagee has been designated a proxy under the terms of a first mortgage covering the Lot, its presentation to the Board of a copy of the mortgage shall be notice of the proxy designation, and if the mortgage so states, of the irrevocability of that designation. Written notice to the Board or notice in a meeting of a revocation of a proxy designation shall not affect any vote or act previously taken. Each proxy shall automatically cease upon conveyance of the Lot.
Unless expressly reserved and the Association is notified of such reservation, a land contract vendee shall be deemed the proxy of a land contract vendor for purposes of this section.
6.7. Annual Meeting. A meeting of the Members of the Association must be held at least once each year.
6.8. Management Agent. The Board may employ for the Association a professional management agent or agents at a compensation established by the Board to perform such duties and services as the Board shall authorize. The Board may delegate to the managing agent or manager, subject to the Board's supervision, certain powers granted to the Board by this Declaration. The Declarant, or an affiliate of the Declarant, may be employed as a managing agent or manager.
No management contract may have a term in excess of three (3) years and must permit termination by either party without cause and without termination fee on ninety (90) days or less written notice.

ARTICLE VII
ASSESSMENTS
7.1. Establishment of Assessments. There are hereby established for the benefit of the Association, its successors and assigns, as a charge on each Lot, certain Assessments for Common Expenses and other expenses. Each Owner, by acceptance of a deed, covenants and agrees to pay such Assessments.
7.2. Purpose of the Assessments. The Assessments are established for the benefit and use of the Association and shall be used in covering the costs of its Common Expenses and for other such purposes as hereinafter set forth.
7.3. Annual General Assessment. There is hereby established an Annual General Assessment levied against all Lots for the purpose of the Common Expenses of the Association. The Common Expenses shall be, but not limited to, (1) operation, maintenance, repair and replacement as required by this Declaration; (2) the cost of any insurance required by this Declaration; (3) reasonable reserves for contingencies and replacement; and (4) administrative, accounting, legal and management fees; (5) all other costs and liabilities incurred by the Association in the exercise of its powers and duties pursuant to this Declaration.
7.4. Neighborhood Assessment. There is hereby established a Neighborhood Assessment levied against the Lots in a Neighborhood for the purpose of the Neighborhood Expenses of the Neighborhood. The Common Expenses shall be, but not limited to, (1) operation, maintenance, repair and replacement as required by this Declaration; (2) the cost of any insurance required by this Declaration; (3) reasonable reserves for contingencies and replacement; and (4) administrative, accounting, legal and management fees; (5) all other costs and liabilities incurred by the Association in the exercise of its powers and duties pursuant to this Declaration.
7.5. Individual Assessment. The Association after approval by two-thirds (2/3) vote of all members of the Board shall have the right to assess an individual Lot for any of the following:
7.5.1. any costs incurred by the Association in the performance of any maintenance in accordance with Article VIII, Section 8.3.
7.5.2. any charges or fines imposed or levied in accordance with Article IX, Section
9.3.1.1.
7.5.3. any costs incurred for maintenance or repair caused through the willful or negligent act of an Owner or Occupant or their family, tenants, guests or invitees, including attorney fees, court costs and other expenses incurred.
7.5.4. any costs associated with the enforcement of this Declaration or the Rules and Regulations of the Association, including, but not limited to attorneys fees, witness fees and costs, and court costs.

7.5.5. any costs or charges permitted by this Declaration, any Supplemental Declarations, amendments, or the Code of Regulations to be charged or assessed as an Individual Assessment.
7.6. Working Capital Fund; Initial Assessment. At the time of closing of a Lot from the Declarant, the Builder of such Lot shall be assessed the sum of $250.00 for each Dwelling Unit to be constructed as initial capital contribution to the working capital fund of the Association. These Assessments shall be used by the Association for its operating expenses. Such Assessment is not an advance payment of the Annual General Assessment, and it will not be held in any sort of trust or reserve account.
7.7. Special Assessment. There is hereby established a Special Assessment for the purpose of repairing or restoring damage or destruction to the Common Elements as further set forth in Article X.
7.8. Computation and Payment of Annual General Assessment. The Annual General Assessment shall be computed and levied in accordance with the budget adopted by the Board pursuant to the Code of Regulations. This Assessment shall be effective as to each Lot on the first day of the Association's fiscal year. The initial Annual General Assessment as to each Lot shall commence on the first day of the month following the earlier of (i) its conveyance to an Owner other than a Builder; or (ii) occupation of the Dwelling Unit. The initial Annual General Assessment shall be prorated on a monthly basis to the end of the Association's fiscal year, and shall be collected at closing of the conveyance of the Lot from the Builder. So long as there has been no default in payment of the Assessment, it shall be payable in annual installments due on the first day of each fiscal year. The Board shall have the power from time to time to adopt such billing, collection and payment procedures, charges and other payment time schedules, as it deems appropriate.
7.9. Maximum Annual Assessment. Beginning with the recording of this Declaration and until December 31, 2004, the maximum Annual General Assessment shall be Two Hundred Fifty ($250.00) Dollars. Beginning with Assessments levied as of January 1, 2005, and annually thereafter, the Board, without a vote of the Owners, may increase or decrease the Annual General Assessment. If the Board increases the Annual General Assessment, then, within Thirty (30) days of notice of such increase, Members in good standing exercising Ten (10%) percent of the voting power of the Association, may petition the Board for a special meeting of the Association to reconsider such increase. At such meeting, the Members in good standing, in person or by proxy, exercising sixty-six and two thirds (66 2/3%) percent of voting power of the Association, may vote to reduce the increase by any amount therein proposed, but not lower than the previous years maximum amount.
7.10. Allocation of Assessments. The Common Expense Liability of each Lot shall be its portion of the Common Expense. The Common Expense Liability and the Annual General Assessment shall be allocated equally to each Lot. The other Assessments shall be allocated as applicable to the respective Lots and as determined by the Board.

7.11. Lien for Assessments. The Association shall have a lien for any Assessment levied against a Lot, for fines imposed against an Owner or Occupant, and for interest, costs and reasonable attorney fees.
7,11.1. Creation. The lien for Assessments is created by this Declaration and
shall be a charge and a continuing lien on each Lot, which shall run with the land. All persons or entities acquiring an interest in a Lot after the filing of this Declaration take such interest subject to the lien.
7.11.2. Effective Dates. The lien for the Common Expense Liability for each Lot
as set forth in the Annual General Assessment shall be effective on the first day of the fiscal year of the Association. The lien for other Assessments shall be effective on the first day of the month following the notice of it levy on the Owners affected.
7.11.3. Perfection. Recording of this Declaration constitutes notice and
perfection of the Lien.
7.11.4. Notice of Lien. The Association may file a notice of lien with the
Recorder of Lake County. Such notice shall not be required for the Association to enforce its lien.
7.113. Priority of the Lien. The lien created by this Section shall be prior to all
liens and encumbrances recorded subsequent to this Declaration except the lien for real estate taxes and assessments and the lien of any bona fide first mortgage filed of record.
7.11.6. Subordination and Mortgagee Protection. Notwithstanding any of the
provisions hereof to the contrary, the lien of any Assessment levied pursuant to this Declaration (and any late charges, interest, costs and attorney fees) shall be subordinate to, and shall in no way affect the rights of the holder of a first mortgage made in good faith for value received; provided, however, that such subordination shall apply only to Assessments, or installments thereof, which have become due and payable prior to the date of Sheriffs sale of such Lot pursuant to a foreclosure or the date of a deed in lieu of foreclosure. Such sale or transfer shall not relieve the mortgagee or the purchaser of a Lot at such sale from liability for any Assessments thereafter becoming due, nor from the lien of any such subsequent Assessment. Mortgagees are not required to collect Assessments on behalf of the Association. Failure to pay Assessments shall not constitute a default under any mortgage insured by FHA/VA.
7.11.7. Extinguishment of the Lien. A lien for unpaid Assessments is
extinguished unless proceedings to enforce it are instituted within five (5) years after the full amount of the Assessment becomes due. If an Owner of a Lot subject to a lien files a petition for relief under the United States Bankruptcy Code, then the period of time to enforce the Association's lien shall be tolled until thirty (30) days after the automatic stay under Section 362 of the Bankruptcy Code is lifted.

7.11.8. Estoppel Certificate. Upon request of any mortgagee or Owner and upon
payment in full of all Assessments and other charges permitted by this Declaration that are due to the Association, the Association shall execute and deliver to such mortgagee or Owner an Estoppel Certificate. Such certificate shall be in recordable form and shall note the payment of the outstanding Assessments and charges and that the Association is estopped from the enforcement of its lien with respect to Assessment and charges becoming due and payable prior to the date of the Certificate. The Association may charge a reasonable fee for the preparation of such certificate.
7.12. Delinquency and Acceleration. Any installment of an Assessment provided for by this Declaration shall become delinquent if not paid on the due date as established by this Declaration or by the Board. With respect to each installment of an Assessment not paid within ten (10) days of its due date, the Board may, at its election, require the Owner to pay a reasonable late charge, costs .of collection, reasonable attorney fees and interest at the rate provided in Section 1343.03 of the Ohio Revised Code (and as amended from time to time). Interest shall be calculated from the date of delinquency to the date full payment is received by the Association. If any installment of an Assessment is not paid within thirty (30) days of its due date, the Board may at its election, declare all of the unpaid balance of the Assessment immediately due and payable without further notice or demand to the Owner. The Association may enforce the collection of the full Assessment and all charges thereon in any manner authorized by law or this Declaration. The filing of any petition for relief pursuant to the United States Bankruptcy Code by an Owner whose Assessment has been accelerated shall operate as a restoration of the Assessment to its prior status as if it has not been accelerated.
7.13. Remedies Cumulative. A suit to recover money judgment for unpaid Assessments and charges may be maintained without foreclosing or waiving the right to enforce the lien. A foreclosure may be maintained notwithstanding the pendency of any suit to recover a money judgment.
7.14. Personal Obligation. The Assessments, including fines, if any, payable by each Owner, together with any penalty, interest, costs and reasonable attorney fees shall be the personal obligation of the Owner of the Lot at the time incurred. The personal obligation shall not pass to any successors in title unless expressly assumed by them.
7.15. Statement of Unpaid Assessments. The Association shall upon written request of the Owner, contract purchaser, or first mortgagee, furnish a statement setting forth the amount of unpaid Assessments against the Lot. This statement must be furnished within ten (10) business days after receipt of the request and is binding on the Association, the Board and every Owner. The Association may charge a reasonable amount for this statement.
7.16. No Waiver of Liability for Common Expenses. No Owner may exempt himself or herself from liability for payment of the Common Expenses by waiver of the use or enjoyment of the Common Elements or by abandonment of the Lot against which the Assessments are made.

ARTICLE VIII
UPKEEP OF THE PROPERTY
8.1. Lots. Each and every Lot, its Dwelling Unit and any improvement erected thereon shall be maintained in a reasonable manner in accordance with the standard generally prevailing throughout the Properties.
8.2. Common Elements. The Association shall maintain the Common Elements.
8.3. Supplemental Declaration. Additional maintenance responsibilities may be set forth in a Supplemental Declaration applicable to each Neighborhood.
8.4. Association's Right to Maintain. In the event that an Owner shall fail to provide maintenance as required by this Declaration in a manner satisfactory to the Association, and such Owner has failed to comply for ten (10) days after being so notified of such failure and upon being provided an opportunity to be heard concerning such failure, then the Association shall have the right, through its agents and employees, to enter upon said Lot and repair, maintain and restore the Lot. In the event that such failure poses a health, safety or security risk, then no notice or hearing need be given. The cost of such maintenance and repair shall be assessed against the subject Lot in accordance with Article VII, Section 7.5.
8.5. Access to Lots. For the purpose solely of performing the maintenance required or authorized herein, the Association, through its duly authorized agents or employees, or subcontractors, shall have the right, after reasonable notice to the Owner, to enter upon any Lot at reasonable hours on any day.
ARTICLE IX
RESTRICTIONS
9.1. Use and Occupancy. The following restrictions are applicable all Lots with respect to the use and occupancy of the Property. Other restrictions applicable to each Neighborhood shall be set forth in a Supplemental Declaration.
9.1.1. Compliance with Laws. No improper, offensive or unlawful use shall be made of the Property or any part thereof, and all valid laws, zoning ordinances and regulations of all governmental agencies having jurisdiction thereof shall be observed. All laws, orders, rules, regulations or requirements of any governmental agency having jurisdiction thereof relating to any portion of the Property shall be complied with, by and at the sole expense of the Owner.
9.1.2. Harmful Discharges. There shall be no emissions of dust, sweepings, dirt, cinders, odors, gases or other substances into the atmosphere (other than normal residential chimney emissions), no production, storage or discharge of hazardous wastes on the Property or

discharges of liquid, solid wastes or other harmful matter into the ground or any body of water, if such emission, production, storage or discharge may adversely effect the use or intended use of any portion of the Property or may adversely effect the health, safety or comfort of any person. No waste nor any substance or materials of any kind shall be discharged into any public sewer or the Surface Water Management System serving the Property or any part thereof in violation of any regulation of any public body having jurisdiction over such public sewer, or Surface Water Management System.
9.1.3. Noise. No person shall cause any unreasonably loud noise (except for security devices) anywhere on the Property, nor shall any person permit or engage in any activity, practice or behavior for the purpose of causing annoyance, discomfort or disturbance to any person lawfully present on any portion of the Property.
9.1.4. Signs. No signs of any character shall be erected, posted or displayed upon the Property, except: (i) marketing signs installed by the Declarant while actively marketing the Lots for sale; (ii) street and identification signs installed by the Association or the Declarant; (iii) one temporary real estate sign not to exceed six square feet in area advertising that such Lot is on the market; and (iv) political signs in accordance with the rules and regulations established by the Association.
9.13. No Trade or Business. No trade or business of any kind may be conducted in or from any Lot or Dwelling Unit except that an Owner or Occupant of a Lot or Dwelling Unit may conduct such business activity within the Lot or Dwelling Unit so long as: (a) the existence or operation of the business activity is not apparent or detectable by sight, sound or smell from the exterior of the Lot or Dwelling Unit; (b) the business activity conforms to all zoning requirements for the Property; (c) the business activity does not involve persons coming on to the Lot who do not reside in the Property; and (d) the business activity is consistent with the residential character of the Property.
The terms "business" and "trade" as used in this provision shall be construed to have their ordinary generally accepted meanings and shall include, without limitation, any occupation, work or activity undertaken on an ongoing basis which involves the provision of goods or services to persons other than the provider's family and for which the provider receives a fee, compensation or other form of consideration, regardless of whether (i) such activity is engaged in full-time or part-time; (ii) such activity is intended to or does generate a profit; or (iii) a license is required thereof. The term "trade" or "business" for purposes of this restriction shall not include the construction, operation and maintenance of any model home or homes and sales offices by any Builder during reasonable hours.
9.1.6. Trash. Except in connection with construction activities, no burning of any trash and no accumulation or storage of litter, refuse, bulk materials, building materials or trash of any other kind shall be permitted on any Lot. Trash containers (except during construction) shall not be permitted to remain in public view except on days of trash collection. No incinerator shall be kept or maintained upon any Lot.

9.1.7. Parking; Vehicle Repairs. Except in connection with construction activities, trucks, trailers, campers, recreational vehicles, boats and other large vehicles may be parked on the Property only if in garages. No junk or derelict vehicle or other vehicle on which current registration plates are not displayed shall be kept upon any portion of the Property. Vehicle repairs and storage of vehicles are permitted on the Property only if in garages. Recreational vehicles and boats may be parked in the driveways for a period not to exceed seventy-two (72) hours for the purpose of cleaning, loading or unloading.
9.1.8, Animals. The maintenance, keeping, boarding or raising of animals, livestock, poultry or reptiles of any kind, regardless of number, is prohibited on any Lot. The keeping of guide animals and orderly domestic pets (e.g., dogs, cats or caged birds) is permitted. No pets shall be kept or maintained for commercial purposes or for breeding. No external compound cages, kennels or hutches shall be permitted. Non permanent dog houses not to exceed 10 square feet in floor space are permitted.
Any pet causing or creating a nuisance or unreasonable disturbance or noise may be permanently removed from the Property upon ten (10) days written notice from the Board. Pets shall not be permitted on the Common Elements unless accompanied by someone who can control the pet and unless carried or leashed. Any Owner or Occupant who keeps or maintains any pet on any portion of the Property shall be deemed to have indemnified and agreed to hold the Association harmless from any loss, claim or liability of any kind or character whatever arising by reason of keeping or maintaining such pet within the Property. All pets which may leave the Dwelling Unit or Lot must be inoculated as required by law.
9.1.9. Open Fires. Open burning is not permitted on the Property, except that outdoor fireplaces, grills, and chimneys may be used if equipped with fire screens to prevent the discharge of embers or ashes.
9.1.10. Clothes Drying. No outdoor clothes drying may take place on any Lot.
9.1.11. Additional Restrictions. Additional restrictions that are applicable to the
individual Neighborhoods are set forth in Supplemental Declarations for such Neighborhoods.
9.2. Architectural Restrictions. The following architectural restrictions shall be applicable to all Lots. Other restrictions applicable to each Neighborhood shall be set forth in a Supplemental Declaration.
9.2.1. Plan Approval. No structure shall be placed, erected or installed upon any Lot, no construction (which term shall include within its definition staking, clearing, excavation, grading, and other site work), no exterior alteration or modification of existing improvements, and no plantings or removal of plants, trees, or shrubs shall take place until the requirements of this section have been fully met. Prior to any construction, the Owner or Builder shall first submit to the Declarant (which for the terms of this section shall include its designee) a complete set of building plans for the proposed construction. The Declarant shall approve, reject or modify such plans in a writing sent to the Owner or Builder in question not more than thirty (30) days

after the plans are submitted to the Declarant. The thirty (30) day period shall commence upon execution of a written notice by the Declarant acknowledging receipt of plans and specifications and all information required therewith. The Declarant shall review the plans as to the quality of workmanship and design and harmony of external structures with existing structures and as to location in relation to surrounding structures, topography and finish grade elevation. The Declarant shall not unreasonably withhold approval of any plans that conform in every way with the Declaration and with the general character of the development on neighboring Lots within the Property. If the Declarant fails to approve, reject, or modify the plans within the thirty (30) day period, the Declarant's approval shall be deemed to have been given, and no further permission shall be needed before the improvements described in such plans may be constructed or installed. However, in no event shall any improvements by constructed or installed that violate any terms of this Declaration.
9.2.2. Design Guidelines. The Declarant has prepared and, on behalf of itself and the Association, has promulgated design and development guidelines governing construction within the Properties, which shall include application and review procedures to be followed in submitting an application for approval hereunder ("Design Guidelines"), a copy of which Design Guidelines are set forth in Exhibit "C." The Design Guidelines shall be those of the Association, and the Declarant and/or the Association shall have sole and full authority to modify and to amend them from time to time without the consent of any Owner. The Declarant and/or the Association shall make the Design Guidelines available to Builders and Owners who seek to engage in construction upon all or any portion of the Property.
9.2.3. Declarant's Plan Approval Period. Declarant's right of plan approval shall exist for as long as Declarant owns any Lot in the Properties. Declarant's right of plan approval shall include any alterations to existing Lots or Dwelling Units and / or items requiring prior approval by this Declaration. In any items or matters that are discretionary, the Declarant's decision shall be conclusive upon all parties.
9.2.4. Declarant's Control of New Construction. The Declarant shall have exclusive control of new construction within the Properties. No provision of this Declaration or the Design Guidelines, as the same relates to new construction, may be modified without Declarant's consent.
9.2.5. Association's Right of Plan Approval. After Declarant's right of plan approval has expired, the Association shall be responsible for plan approval. The Declarant may assign its right of plan approval or any portion thereof, to the Association.
9.2.6. No Liability. Each Owner and Builder is responsible to insure that all construction or any modifications, are in compliance with the Design Guidelines, restrictions and approved plans. If the Developer or the Trustees have acted in good faith on the basis of such information possessed by them, neither the Developer, the Board nor any Trustee shall be liable to the Association or to any Owner for any damage, loss or prejudice suffered or claimed due to: (a) the approval or disapproval of any plans, drawings and specifications, whether or not

defective; or (b) the construction or performance of any work whether or not pursuant to approved plans, drawings, and specifications.
9.2.7. Dwelling Type. No building shall be erected, altered, placed or be permitted to remain on any Lot other than as set forth in a Supplemental Declaration for each Neighborhood.
9.2.8. Dwelling Floor Areas. The living area of the Dwelling Unit exclusive of porches, decks, attics, basements, areas not heated year round and garages shall be no less than the areas set forth in a Supplemental Declaration for each Neighborhood.
9.2.9. Roof Requirements. The roof and gables of each Dwelling unit shall in accordance with the Design Guidelines.
9.2.10. Set Back, Minimum Elevation and Yard Requirements. All Dwelling
Units shall be located in accordance with the building set back lines, minimum basement elevation and yard requirements as shown on the Record Plan and as set forth in the Painesville Zoning Resolution. The Owner or Builder shall be responsible for compliance with these standards. Declarant shall not be responsible for any failure to comply with these standards.
9.2.11. Front Yards and Driveways. Front yards shall be landscaped as soon
after completion of the Dwelling Unit as is practical. All driveways shall be paved with concrete, brick or paving stones within one (1) year after construction starts.
9.2.12. Construction Materials. No Dwelling Units shall be constructed of
concrete block, cinder block or other similar materials unless the exterior of the Dwelling Unit is covered with brick and / or siding. No underground Dwelling Units shall be permitted.
9.2.13. Exterior Siding. Any wooden sheeting materials must have prior
approval.
9.2.14. Front Storage. No front porch shall be used for the storage of any items
except normal porch furniture. No front yard shall be used for storage of any kind of items. This restriction shall not apply to building materials and / or equipment stored on the Lot during construction of the Dwelling Unit.
9.2.15. Radio and Television Antennas. No exterior antennas, aerials, satellite
dishes, or other apparatus for the reception or transmission of television, radio, satellite or other signals of any kind shall be placed, allowed, or maintained upon any portion of the Properties, including any Dwelling Unit, without the prior written approval as provided in Section 9.2.1, and in accordance with the Guidelines established by the Declarant or the Association. Nothing herein shall be construed so as to be in conflict with current Federal Communications Commission's rules and regulations for antennas.

9.2.16. Air Conditioning and Heat Pump Equipment. Air-conditioning and
heating equipment should be located and screened in such a manner so as to provide minimum visual impact from other Lots.
9.2.17. Awnings. No metal or plastic awnings for windows, doors or patios may
be erected or used.
9.2.18. Exterior Carpeting. No exterior carpeting shall be permitted if it is
visible from the street or any neighboring Lot.
9.2.19. Mailboxes. Each Owner, at his or her expense, shall install a matching
mailbox/paper box in accordance with specifications as to style and color in accordance with the Design Guidelines.
9.2.20. Foundations. All Dwelling Unit foundations facing any street shall be
brick, stone, decorative block or poured wall with decorative imprint if more than three feet is to exposed.
9.2.21. Chimneys. All chimneys with metal flues must be enclosed within a
chase that may be sided. Any direct vent chimney and / or furnace flues, hot water heater or any other flues shall be vented only to the rear or side of the Dwelling Unit
9.2.22. Completion. Construction of a Dwelling Unit on any Lot shall be
completed within one (1) year from the date construction is started.
9.2.23. Lot Maintenance. All Lots must be kept mowed and free of debris and
clutter. During construction, each Owner and Builder shall be responsible for keeping the streets and adjacent Lots clean and free of debris. The Declarant shall have the right to assess and Owner or Builder for the cost of mowing or clean up in the event that the Owner or Builder fails to do so. Owners shall be responsible for all costs incurred to repair or replace damaged curbs and/or gutters along the front of the Owner's Lot resulting from construction vehicles or any negligence during the construction of the Dwelling Unit.
9.3. Remedies for Breach of Covenants and Restrictions. The violation of any covenant or restriction contained in the Declaration or violation of any rule or regulation duly adopted by the Board shall give the Board the authority to enforce the covenants, restrictions, rules and regulations in accordance with this Section.
9.3.1. Actions. The Board may take any or all of the following actions.
9.3.1.1. levy a fine against the Builder, Owner or Occupant, which shall also be an Individual Assessment under Section 7.5.
9.3.1.2. to enter upon a Lot or portion thereof upon which or, as to which, such
violation or breach exists and to summarily abate and remove at the expense of the

Owner, any structure, thing or condition that may exist thereon contrary to the intent and meaning of the provisions of this Declaration, and the Board, or its agents shall not be thereby deemed guilty in any manner of trespass or wrongful act.
9.3.1.3. to institute appropriate legal proceedings to enjoin, abate or remedy the
continuance of any breach.
9.3.1.4. undertake such dispute resolution methods such as mediation and arbitration, except that this provision shall not be construed as any requirement to do so as a condition precedent to legal proceedings.
9.3,2, Notice and Opportunity to be Heard. Prior to any action, the Board shall give the Builder, Owner and/or Occupant reasonable notice of the violation and an opportunity to be heard. Such notice and opportunity shall not be required in emergency situations or for repeated or continuing violations.
9.3.3. Individual Actions. Each Owner is empowered to enforce the covenants by appropriate legal proceedings or alternative dispute resolution methods.
ARTICLE X
INSURANCE AND CASUALTY LOSSES
10.1. Casualty Insurance. The Association's Board of Trustees, or its duly authorized agent shall have the authority to and shall obtain blanket "all-risk" property insurance, if reasonably available, for all insurable improvements on the Common Elements and such other property as the Association is obligated to maintain and insure. If blanket "all-risk" coverage is not reasonably available, then at a minimum an insurance policy providing fire and extended coverage shall be obtained. The face amount of such insurance shall be sufficient to cover the full replacement cost of any repair or reconstruction in the event of damage or destruction from any insured hazard.
10.2. Liability Insurance. The Board shall also obtain a public liability policy covering the Common Elements, insuring the Association and its Members for all damage or injury caused by the negligence of the Association, any of its Members, employees or agents, or any other person who has a right to occupy a Dwelling Unit. The public liability policy shall have at least a One Million ($1,000,000.00) Dollar single person limit as respects bodily injury and property damage, a One Million ($1,000,000.00) Dollar limit per occurrence, if reasonably available, and a Three Hundred Thousand ($300,000.00) Dollar minimum property damage limit.
10.3. Premiums. Premiums for all insurance on the Common Elements shall be a Common Expense of the Association. The policies may contain a reasonable deductible, and the amount thereof shall not be subtracted from the face amount of the policy in determining whether the insurance at least equals the coverage required hereunder. The deductible shall be paid by the

party who would be liable for the loss or repair in the absence of insurance and in the event of multiple parties shall be allocated in relation to the amount each party's loss bears to the total.
10.4. Specifications. All insurance coverage obtained by the Board of Trustees shall be written in the name of the Association as trustee for the respective benefited parties, as further identified below. Such insurance shall be governed by the provisions hereinafter set forth:
10.4.1. All policies shall be written with a company authorized to do business in
Ohio which holds a Best's rating of A or better and is assigned a financial size category of XI or larger as established by A. M. Best Company, Inc., if reasonably available, or, if not available, the most nearly equivalent rating which is available.
10.4.2. All policies on the Common Elements shall be for the benefit of the
Association and its Members, and their Mortgagees, as their interests may appear.
10.4.3. Exclusive authority to adjust losses under policies obtained by the
Association on the Properties shall be vested in the Association's Board of Trustees; provided, however, no Mortgagee having an interest in such losses may be prohibited from participating in the settlement negotiations, if any, related thereto.
10.4.4. In no event shall the insurance coverage obtained and maintained by the
Association's Board of Trustees hereunder be brought into contribution with insurance purchased by individual Owners, occupants, or their Mortgagees.
10.4.5. All property insurance policies shall have an inflation guard endorsement,
if reasonably available, and, if the policy contains a co-insurance clause, it shall also have an agreed amount endorsement. The Association shall arrange for an annual review of the sufficiency of insurance coverage by one or more qualified persons, at least one of whom must be in the real estate industry and familiar with construction in the Lake County area.
10.5. Additional Specifications. The Association's Board of Trustees shall be required to use reasonable efforts to secure insurance policies that will provide the following:
10.5.1. a waiver of subrogation by the insurer as to any claims against the
Association's Board of Trustees, officers, employees and manager, the Owners and Occupants of Units, and their respective tenants, servants, agents, and guests;
10.5.2. a waiver by the insurer of its rights to repair and reconstruct, instead of
paying cash;
10.5.3. a statement that no policy may be canceled, invalidated, suspended, or
subject to non renewal on account of any one or more individual Owners;
10.5.4. a statement that no policy may be canceled, invalidated, suspended, or
subject to non renewal on account of any curable defect or violation without prior demand in

writing delivered to the Association to cure the defect or violation and the allowance of a reasonable time thereafter within which the defect may be cured by the Association, its manager, any Owner, or Mortgagee;
10.53. a statement that any "other insurance clause in any policy exclude
individual Owners' policies from consideration; and
10.5.6. a statement that the Association will be given at least thirty (30) days' prior
written notice of any cancellation, substantial modification, or non-renewal.
10.6. Other Insurance. In addition to the other insurance required by this Section, the Board shall obtain, as a Common Expense, worker's compensation coverage, if and to the extent required by law, Trustees' and officers' liability coverage, if reasonably available, fidelity coverage on Trustees, officers, employees, and other Persons handling or responsible for the Association's funds, and flood insurance, if reasonably available. The amount of fidelity coverage shall be determined in the Trustees' best business judgment but, if reasonably available, may not be less than one-sixth (116) of the Annual General Assessments and Neighborhood Assessments on all Lots, plus reserves on hand. Such coverage shall contain a waiver of all defenses based upon the exclusion of persons serving without compensation and shall require at least thirty (30) days' prior written notice to the Association of any cancellation, substantial modification, or non-renewal.
10.7. Individual Insurance. Each Owner covenants and agrees with all other Owners and with the Association that each Owner shall carry blanket all-risk property insurance on the Lot; the Dwelling Unit and structures associated therewith. Each Owner further covenants and agrees that in the event of a partial loss or damage resulting in less than total destruction of structures comprising his or her Unit, the Owner shall proceed promptly to repair or to reconstruct the damaged structure in a manner consistent with the original construction or such other plans and specifications as are approved in accordance with Article IX of this Declaration. The Owner shall pay any costs of repair or reconstruction which are not covered by insurance proceeds. In the event that the structure is totally destroyed, the Owner may decide not to rebuild or to reconstruct, in which case the Owner shall clear the Lot of all debris and ruins and thereafter the Owner shall maintain the Lot in a neat and attractive, landscaped condition consistent with the standard prevailing in the neighborhood. Each Owner shall be required to provide evidence of such insurance upon request of/the Association. This individual insurance requirement may be supplemented or modified in a Supplemental Declaration.
10.8. Damage and Destruction.
10.8.1. Immediately after damage or destruction by fire or other casualty to all or
any part of the Property covered by insurance written in the name of the Association, the Board of Trustees or its duly authorized agent shall proceed with the filing and adjustment of all claims arising under such insurance and obtain reliable and detailed estimates of the cost of repair or reconstruction of the damaged or destroyed Properties. Repair or reconstruction, as used in this paragraph, means repairing or restoring the Properties to substantially the same condition in

which they existed prior to the fire or other casualty, allowing for any changes or improvements necessitated by changes in applicable building codes.
10.8.2. Any damage or destruction to the Common Elements shall be repaired or
reconstructed unless the Owners representing at least seventy-five (75%) percent of the total votes of the Association, shall decide within sixty (60) days after the casualty not to repair or reconstruct. If for any reason either the amount of the insurance proceeds to be paid as a result of such damage or destruction, or reliable and detailed estimates of the cost of repair or reconstruction, or both, are not made available to the Association within said period, then the period shall be extended until such funds or information shall be made available; provided, however, such extension shall not exceed sixty (60) additional days. No Mortgagee shall have the right to participate in the determination of whether the damage or destruction to Common Elements shall be repaired or reconstructed.
10.8.3. In the event that it should be determined in the manner described above
that the damage or destruction to the Common Elements shall not be repaired or reconstructed and no alternative improvements are authorized, then and in that event the affected portion of the Properties shall be cleared of all debris and ruins and maintained by the Association, or the Owners, as applicable, in a neat and attractive, landscaped condition consistent with the standards prevailing in the neighborhood.
10.9. Disbursement of Proceeds. If the damage or destruction for which the proceeds of insurance policies held by the Association are paid is to be repaired or reconstructed, the proceeds, or such portion thereof as may be required for such purpose, shall be disbursed in payment of such repairs or reconstruction as hereinafter provided. Any proceeds remaining after defraying such costs of repair or reconstruction shall be retained by and for the benefit of the Association and placed in a capital improvements account. In the event no repair or reconstruction is made, any proceeds remaining after making such settlement as is necessary and appropriate with the affected Owner or Owners and their Mortgagee(s), as their Interests may appear, shall be retained by and for the benefit of the Association and placed in a capital improvements account. This is a covenant for the benefit of any Mortgagee of a Unit and may be enforced by such Mortgagee.
10.10. Repair and Reconstruction. If the damage or destruction to the Common Elements for which insurance proceeds are paid is to be repaired or reconstructed, and such proceeds are not sufficient to defray the cost thereof, the Board of Trustees shall, without the necessity of a vote of the Owners, levy a special assessment against the Owners. Additional assessments may be made in like manner at any time during or following the completion of any repair or reconstruction.
10.11. Additional Insurance Provisions. The Declarant or Board, without a vote of the Unit Owners, may amend the provisions of this Article or any supplemental provisions set forth in a Supplemental Declaration, if such amendment is necessary to comply with secondary mortgage market guidelines or is necessary or desirable to meet the requirements of any institutional lender, the Veteran's Administration, the Federal Housing Administration, the Federal National

Mortgage Association, the Federal Home Loan Mortgage Corporation, or any other agency which may insure or purchase loans on a Unit.
ARTICLE XI
CONDEMNATION
11.1. Whenever all or any part of the Common Elements shall be taken (or conveyed in lieu of and under threat of condemnation by the Board) by any authority having the power of condemnation or eminent domain, each Owner shall be entitled to notice thereof. No Owner, however, shall have the right to participate in the proceedings incident thereto, unless otherwise required by law. The award made for such taking shall be payable to the Association, as trustee for all Owners, to be disbursed as follows:
11.1.1. If the taking involves a portion of the Common Elements on which
improvements have been constructed, then, unless within sixty (60) days after such taking the Declarant and at least seventy-five (75%) percent of the Owners shall otherwise agree, the Association shall restore or replace such improvements so taken on the remaining land included in the Common Elements, to be extent lands are available therefore, in accordance with plans approved by the Board. If such improvements are to be repaired or restored, the above provisions in Article X hereof regarding the disbursement of funds in respect to casualty damage or destruction, which is to be repaired, shall apply.
11.1.2. If the taking does not involve any improvements on the Common
Elements, or if there is a decision made not to repair or restore, or if there are net funds remaining after any such restoration or replacement is completed, then such award or net funds shall be disbursed to the Association and used for such purposes as the Board shall determine.
ARTICLE XII
DEVELOPMENT RIGHTS
12.1. Submission of Additional Land. The Declarant reserves the rights to submit all or any portion of the Additional Land to the terms of this Declaration without consent of the Owners at any time during the Development Period. The submission shall be accomplished by the filing of a Supplemental Declaration identifying the Additional Land, the Lots and the Common Elements. During any .Declarant Control Period, annexation of Additional Land shall require the prior approval of the Federal Housing Administration or the Veterans Administration, if either such agency is insuring or guaranteeing the mortgage on any Lot.
12.2. Notice to the Board. The Declarant shall promptly notify the Board of the filing of any Supplemental Declaration.

12.3. Easements Reserved. The Declarant reserves for itself, its successors and assigns and any Builder, the following easements:
12.3.1. Easements for drainage and all utilities as shown on the Record Plan.
12.3.2. Easements for ingress, egress, drainage and all utilities over the Common
Elements provided that such easements do not unreasonably interfere with any Owner's rights of enjoyment.
12.3.3. An easement over the Common Elements as may be reasonably necessary
for the purpose of discharging its obligations or exercising any rights under the Declaration.
12.3.4. An easement for ingress, egress, drainage and all utilities over the
Common Elements and in favor of the Additional Property and the right to convey that easements to others in the event that the Additional Property is not submitted to this Declaration.
12.4. Designation of Further Additional Land. Declarant reserves the right to designate other adjacent or nearby real property as Additional Land. Such designation shall be by Supplemental Declaration.
12.5. Assignment of Development Rights. The Declarant reserves the right to assign any or all of its Development Rights to any person or entity for the pm-pose of further development and improvement of the Property. No assignment shall be effective unless in a writing filed with the Recorder of Lake County, Ohio
12.6. Transfer of Development Rights by Foreclosure. Unless otherwise provided in any mortgage securing the Property held by Declarant, in the case of foreclosure of such mortgage, deed in lieu of foreclosure, judicial sale, tax sale, sale under the U.S. Bankruptcy Code or receivership proceedings, of any portion of the Property held by the Declarant subject to the Development Rights herein reserved (including the Special Declarant Rights), a person acquiring title to such property, but only upon his request, succeeds to all such Development Rights. The judgment or instrument conveying title must provide for the transfer of such rights. Upon foreclosure sale, deed in lieu of foreclosure, judicial sale, tax sale, sale under the U.S. Bankruptcy Code or receivership proceedings, the Declarant ceases to have any of the rights herein reserved. A successor to the Development Rights held by a transferee that acquired such rights pursuant to this Section, may declare by a recorded instrument the intention to hold such rights solely for transfer to another person. Thereafter, until transferring such Development Rights to any person acquiring title to the Property subject to the Development Rights, or until recording an instrument permitting exercise of such rights, that successor may not exercise any of those rights, and any attempted exercise is void. So long as a successor declarant may not exercise any Development Rights under this section, such declarant is not subject to any liability as a declarant.

ARTICLE XIII
SPECIAL DECLARANT RIGHTS
13.1. Use for Sale Purposes. Declarant reserve for itself, its successors and assigns, and any Builder the right to maintain sales offices and models on the Lots,
13.2. Signs and Marketing. The Declarant reserve the right for itself and any Builder to post signs and displays in the Property to promote sales of Lots, and to conduct general sales activities, in a manner as will not unreasonably disturb the rights of Owners.
13.3. Control of the Association.
13.3.1. Appointment of Trustees and Officers. The Declarant reserve the right
to appoint and remove the members of the Board and the Officers of the Association during the Declarant Control Period which period will commence upon the recording of this Declaration and shall terminate no later than the earlier of.
13.3.1.1. sixty (60) days after the conveyance of seventy-five (75%) of the Lots (including Lots and/or units to be included on the Additional Land) to Owners other than Declarant or any Builder;
133.1.2. seven (7) years after recording of this Declaration.
13.3.2. Early Termination of Control. The Declarant may voluntarily surrender
the right to appoint and remove trustees and officers before the termination of the period set forth above. In that event, the Declarant may require, for the duration of that period, that specified actions of the Association or the Board, be approved by Declarant before they become effective. Such voluntary termination shall be evidenced by a recorded instrument executed by the Declarant setting forth the termination of right to appoint and the actions which require Declarant's approval.
13.4. Declarant's Personal Property. The Declarant and any Builder reserve the right to retain all personal property and equipment used in sales, management, construction and maintenance of the premises that has not been represented as property of the Association. The Declarant and Builder reserve the right to remove, within One (1) year after the sale of the last Lot, from the Property any and all goods and improvements used in development, marketing and construction, whether or not they have become fixtures.
13.5. Right to Amend Documents. Notwithstanding anything above to the contrary, this Declaration may be amended at any time without the vote of Owners by a written instrument executed by the Declarant for the purpose of eliminating or correcting any typographical or other inadvertent error herein; eliminating or resolving any ambiguity herein; making nominal changes; clarifying Declarant' original intent; making any change necessary or desirable to meet the requirements of any institutional lender, the Veteran's Administration, the Federal Housing

Administration, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, or any other agency which may insure or purchase loans on a Lot. No such amendment, however, shall materially affect any Owner's interest in the Association or the Common Elements. Each Owner and his mortgagees, by acceptance of a deed to a Lot or a mortgage encumbering such Lot, shall be deemed to have consented to and approved of the provisions of this paragraph and the amendment of this Declaration by Declarant as provided in the immediately preceding sentence. All such Owners and their mortgagees, upon request of Declarant, shall execute and deliver from time to time all such instruments and perform all such acts as may be deemed by a Declarant to be necessary or proper to effectuate the provisions of this paragraph.
ARTICLE XIV
DURATION, AMENDMENT AND TERMINATION
141. Duration. This Declaration, and its provisions, shall be covenants running with the land and shall bind the property and shall (regardless of whether any such beneficiary owns an interest in any Lot) inure to the benefit of and be enforceable by Declarant, the Association, and each Owner, Occupant and their legal representatives, heirs, devisees, successors and assigns and shall continue in full force and effect for twenty (20) years from the date on which this Declaration is recorded. Thereafter this Declaration shall be automatically renewed for successive ten-year periods unless amended or terminated as provided in this Article.
14.2. Amendment. Except as provided in Section 13.5, prior to the end of the Declarant Control Period, any provision of this Declaration may be amended in whole or in part by a recorded instrument executed by Declarant, approved by the Owners of at least 75% of all Lots.
14.2.1. Except as provided in this Section 14.2, after the end of the Declarant
Control Period, any provision of this Declaration may be amended in whole or in part by a recorded instrument approved by the Owners of at least seventy-five (75%) percent of all Lots.
14.2.2. All Amendments shall be executed by the Declarant, and any Builder, if
required, and shall be executed by the President and Secretary of the Association. Such Amendment shall certify that the proper notices were sent and that the requisite vote was obtained. Amendments need not be signed by the Owners.
14.3. Termination. This Declaration and the regime created thereby may be terminated only in accordance with this Section.
14.3.1. Consent Required. This Declaration may be terminated only upon
consent of Eighty (80%) Percent of the Owners, and if during the Declarant Control Period, by consent the Declarant.

14.3.2. Agreement to Terminate. No termination shall be effective unless an
agreement to terminate is filed for record with the Lake County Recorder. This agreement shall be executed in the same manner as an amendment. The agreement shall provide for disposition of the Common Elements, disposition of Association funds and other resolutions and provisions necessary to terminate the regime and wind up the affairs of the Association.
ARTICLE XIV
MISCELLANEOUS
15.1. No Revert er. No covenant, condition, restriction or reservation of easement contained in this Declaration is intended to create, or shall be construed as creating, a condition subsequent or a possibility of reverter.
15/. Notices. Any notice required or permitted to be given to an Owner or resident by the Board pursuant to the provisions of this Declaration shall be deemed given when mailed by United States mail, postage prepaid, addressed to such person's last address as it appears on the records of the Association.
15.3. Construction. The Board shall have the right to construe the provisions of this Declaration, and, in the absence of an adjudication by a court of competent jurisdiction to the contrary, such construction shall be final and binding as to all persons and entities benefited or bound by the provisions of this Declaration.
15.4. Invalidity. The determination by a court of competent jurisdiction that any provision of this Declaration is invalid for any reason shall not affect the validity of any other provision hereof.
15.5. Headings. The headings of the Articles and Sections are for conveyance only and shall not affect the meaning or construction of the contents of this Declaration.
15.6. Gender. Throughout this Declaration, the masculine gender shall be deemed to include the feminine and neuter, and the singular, the plural and vice versa.
15.7. Conflict. In the event of a conflict between the Restrictions or any one or more of them and the restrictions of any Declaration which may be recorded subsequent to this Declaration, the more restrictive restriction, covenant, condition, easement or other obligation shall control.

EXHIBIT A
Lots to be submitted
Lots 1 thru 27 of Heisley Park Subdivision recorded in Instrument # 14C 1(.')vp —
and any subsequent plats or replats•thereof, of the plat records of Lake County, Ohio CZ

IN WITNESS WHEREOF, Martell Associates, an Ilinois General Partnership has
caused this Declaration to be signed
STATE OF ILLINOIS
COUNTY OF Oc,c) ) ss:
The foregoing instrument was acknowledged before me, this .15 day of March,_2003; by, c_51-16.4t-re , of Morten Associates, an Illinois general partnership, on its behalf.



EXHIBIT B
Additional Land
TRACT ONE:
SITUATED IN THE CITY OF PAINSVILLE (FORMERLY TOWNSHIP OF PAINESVILLE), COUNTY OF LAKE AND STATE OF OHIO AND KNOWN AS BEING PARTS OF ORIGINAL PAINESVILLE TOWNSHIP LOT NOS. 49, 50, 51, 55, 56, AND 57, TRACT NO. 4 AND IS FURTHER BOUNDED AND DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE CENTERLINE OF JACKSON STREET, 50 FEET WIDE, AT THE SOUTHEASTERLY CORNER OF LAND CONVEYED TO W. E. AND J. W. SANKEY BY DEED RECORDED IN VOLUME 913, PAGE 922 OF THE LAKE COUNTY DEED RECORDS, SAID POINT BEING LOCATED NORTH 49 DEGREES 36'45" EAST, 236.61 FEET FROM THE INTERSECTION OF SAID CENTER WITH THE CENTERLINE OF THE NORFOLK AND WESTERN RAILROAD COMPANY;
THENCE NORTH 57 DEGREES 56'35" WEST, ALONG THE NORTHERLY LINE OF SANKEY, 376.23 FEET TO A CORNER;
THENCE SOUTH 32'03'25" WEST, ALONG THE WESTERLY LINE OF SANKEY, 229.91 FEET TO A CORNER OF SAID LAND;
THENCE SOUTH 57 DEGREES 56'35" EAST, ALONG A SOUTHERLY LINE OF SANKEY, 238.93 FEET TO THE NORTHERLY LINE OF SAID LAND OF THE NORFOLK AND WESTERN RAILROAD COMPANY;
THENCE SOUTH 69'07'53" WEST, ALONG SAID LINE OF SAID RAILROAD COMPANY, 1666.03 FEET TO A NORTHEASTERLY CORNER OF LAND CONVEYED TO JOHN E. LOMBARDY AS PARCEL NO, 2 IN DEED RECORDED IN VOLUME 46, PAGE 102 OF THE LAKE COUNTY OFFICIAL RECORDS;
THENCE NORTH 75 DEGREES 19'10" WEST, ALONG THE NORTHERLY LINE OF SAID LAND OF LOMBARDY, 10.40 FEET TO THE PRINCIPAL POINT OF BEGINNING;
COURSE 1: THENCE NORTH 75 DEGREES 19'10" WEST, ALONG THE NORTHERLY LINE
OF SAID LAND OF LOMBARDY, 394.10 FEET TO A CORNER OF SAID LAND;
COURSE II: THENCE SOUTH 2 DEGREES 32'10" WEST, ALONG AN EASTERLY LINE OF LOMBARDY, 256.26 FEET TO SAID NORTHERLY LINE OF THE NORFOLK AND WESTERN RAILROAD COMPANY;
COURSE III: THENCE SOUTH 69 DECREES 07'53" WEST, ALONG SAID NORTHERLY LINE OF SAID RAILROAD COMPANY, 1687.11 FEET TO A POINT OF A CURVE;
COURSE IV: THENCE WESTERLY, CONTINUING ALONG SAID LINE OF SAID RAILROAD COMPANY ON THE ARC OF A CURVE DEFLECTING TO THE LEFT (SAID ARC HAVING A RADIUS OF 3402.74 FEET AND A CHORD OF WHICH BEARS SOUTH 66 DEGREES 27'43" WEST AND IS 316.98 FEET IN LENGTH), 317.09 FEET TO THE WESTERLY LINE OF LOT NO, 49 (ALSO KNOWN AS THE CORPORATION LINE BETWEEN THE CITY OF MENTOR AND PAINESVILLE TOWNSHIP);

COURSE V: THENCE NORTH 1 DEGREES 34'45" EAST, ALONG SAID WESTERLY LINE OF LOT NO. 49, 2063.44 FEET TO THE SOUTHERLY LINE OF LAND OF THE PENN CENTRAL RAILROAD COMPANY;

COURSE VI: THENCE NORTH 52 DEGREES 2795" EAST, ALONG SAID LAND OF PENN
CENTRAL RAILROAD COMPANY, 3222.92 FEET TO A POINT;
COURSE VII: THENCE SOUTH 41 DEGREES 50'00" EAST, 1536.07 FEET TO A POINT; COURSE VIII: THENCE SOUTH 41 DEGREES 05'00" WEST, 1006.40 FEET TO A POINT; COURSE IX: THENCE SOUTH 48 DEGREES 55'00" EAST, 275.00 FEET TO A POINT;
COURSE X: THENCE SOUTH 41 DEGREES 05'00" WEST, 1404.86 FEET TO THE PRINCIPAL POINT OF BEGINNING AND CONTAINING 178.637 ACRES OF LAND ACCORDING TO A SURVEY MADE IN APRIL, 1987 BY RICHARD I. BILSK1, OHIO PROFESSIONAL SURVEYOR NO. 5244 OF CT CONSULTANTS, INC., REGISTERED ENGINEERS AND SURVEYORS, BE THE SAME, MORE OR LESS, BUT SUBJECT TO ALL LEGAL HIGHWAYS.
TRACT TWO:
SITUATED IN THE CITY OF PAINESVILLE, COUNTY OF LAKE AND STATE OF OHIO AND KNOWN AS BEING PARTS OF ORIGINAL PAINESVILLE TOWNSHIP LOT NOS. 50 AND 51, TRACT NO. 4 AND IS FURTHER BOUNDED AND DESCRIBED AS FOLLOWS;
BEGINNING AT THE CENTERLINE INTERSECTION OF JACKSON STREET, 50 FEET WIDE, AND THE NORTHERLY LINE OF THE NORFOLK WESTERN RAILROAD COMPANY, 100 FEET WIDE, THENCE NORTH 49 ° 36' 45" EAST ALONG THE CENTERLINE OF SAID WEST JACKSON STREET, A DISTANCE OF 86.97 FEET TO A POINT, IN THE SOUTHWEST CORNER OF LAND CONVEYED TO GEORGE KILKO AS RECORDED IN VOLUME 978, PAGE 20 OF THE LAKE COUNTY OFFICIAL RECORDS, THE PRINCIPAL PLACE OF' BEGINNING;

THENCE NORTH 57° 56' 35" WEST ALONG THE EASTERLY LINE OF SAID KILKO, PASSING THROUGH AN IRON PIN AT 26.11 FEET, A DISTANCE OF 376.23 FEET TO AN IRON PIN;
THENCE SOUTH 32° 03' 25" WEST ALONG THE NORTHERLY LINE OF SAID KILKO, A DISTANCE OF 229.91 FEET TO AN IRON PIN;
THENCE SOUTH 57° 56' 35" EAST ALONG TI-ffi WESTERLY LINE OF SAID KILKO A DISTANCE OF 238.93 FEET TO THE NORTHERLY LINE OF THE NORFOLK AND WESTERN RAILROAD COMPANY TO AN IRON PIN;
THENCE SOUTH 69° 07' 53" WEST ALONG THE NORTHERLY LINE OF SAID RAILROAD A DISTANCE OF 1666.03 FEET TO A NORTHEASTERLY CORNER OF LAND CONVEYED TO JOHN E. LOMBARDY AS PARCEL NO. 2 AS RECORDED IN VOLUME 46, PAGE 102 OF THE LAKE COUNTY OFFICIAL RECORDS TO AN IRON PIN;
THENCE NORTH 75° 19' 10" WEST ALONG THE NORTHERLY LINE OF SAID LOMBARDY A DISTANCE OF 10.40 FEET TO THE SOUTHEASTERLY CORNER OF LAND CONVEYED TO THE CITY OF PAINESVILLE AS RECORDED IN DOCUMENT NUMBER 960047965 OF THE LAKE COUNTY OFFICIAL RECORDS TO AN IRON PIN;

THENCE NORTH 48' 55' 00" WEST A DISTANCE OF 275.00 FEET TO AN IRON PIN;
THENCE NORTH 41° 05'00" EAST A DISTANCE OF 1006.40 FEET TO AN IRON PIN SET;
THENCE SOUTH 41° 50' 00" EAST A DISTANCE OF 304.75 FEET TO AN IRON PIN SET.
THENCE SOUTH 49° 49' 55" WEST A DISTANCE OF 404.41 FEET TO AN IRON PIN SET,
THENCE SOUTH 47° 34' 15" EAST A DISTANCE OF 960.75 FEET TO THE CENTERLINE OF SAID WEST JACKSON STREET
THENCE SOUTH 49° 36' 45 " WEST ALONG THE CENTERLINE OF SAID WEST JACKSON STREET A DISTANCE OF 230.37 FEET TO THE PRINCIPAL PLACE OF BEGINNING SAID PARCEL CONTAINING 27,9242 ACRES OF LAND AS SURVEYED AND DESCRIBED IN JULY 1998 BY RALPH W.GROMLEY, REGISTERED OHIO SURVEYOR NUMBER 7431, BE THE SAME MORE OR LESS BUT SUBJECT TO ALL LEGAL HIGHWAYS, BEARINGS USED HEREIN ARE TO AN ASSUMED MERIDIAN AND ARE USED TO DENOTE INTERIOR ANGLES ONLY. ALL IRON PINS SET ARE 518" X 30" REBAR CAPPED #7431. REFERENCE FROM A SURVEY BY COPETZER- THOMAS FOR THE DIAMOND SHAMROCK COMPANY 1987.

EXHIBIT C
HEISLEY PARK HOMEOWNERS ASSOCIATION
DESIGN GUIDELINES
The following standards have been developed and promulgated by the Declarant in accordance with Article IX, Section 9.2.2 of the Declaration and are applicable to all new construction and all modifications or improvements. These Design Guidelines are not part of the Declaration and can be amended by the Declarant or the Association without a vote of the Owners.
NOTE: PRIOR PLAN APPROVAL IS REQUIRED ALL STRUCTURES OR IMPROVEMENTS PLACED ON THE LOT BY THE HOMEOWNER, INCLUDING BASKETBALL HOOPS, PLAY EQUIPMENT, STORAGE BUILDINGS, SWIMMING POOLS AND FENCES.
GENERAL GUIDELINES APPLICABLE TO ALL LOTS
House Placement and Yard Grading. Dwelling Units shall conform to existing grade and drainage patterns. Each Owner and/or Builder shall endeavor to retain as much of the natural woods as is practical. Builders shall be responsible to regrade the Lot to conform the drainage plan approved for the subdivision.
The following guidelines shall be used in determining placement with respect to style and elevations:
a. There must be a minimum of a two different homes separating like models on the
same side of the street. Optional items, such as full porches, pediment front foyers, brick, stone and front elevation changes may be used to establish the differences.
Dwelling Type. No building shall be erected, altered, placed or be permitted to remain on any Lot other than one single-family dwelling and a garage for at least two cars. A single- family dwelling shall meet the following requirements:
a. A one story dwelling structure, the living area being the first floor space only, constructed with or with out a basement and a space between the first floor ceiling and the roof of inadequate heights to permit its use as a dwelling place.
b. A story and a half or "Cape Cod" dwelling structure, the living area of which is on two levels connected by a stairway and constructed with a basement. The upper level is constructed within the gable portion of the roof. Window penetrations are made by use of dormers.

c. A two-story dwelling structure, the living area of which is on two levels
connected by a stairway, constructed with or without a basement.
Dwelling Unit Size. Dwelling Units must be at least 1000 square feet for any one storey Dwelling Unit, 1000 square feet for a one and one-half story dwelling and 1100 square feet for a two-story dwelling. Declarant reserved the right to make minor variances if, in its sole opinion, the intent of the section is maintained.
Roof. The roof and gables of each Dwelling unit shall be no less than 6 - 12 pitch, Porch and patio roofs may be 3.5 - 12 pitch. All shingles shall be of a uniform color.
Garages. A minimum two car garage is required. Detached garages of any size are not permitted.
Yards, Driveways and Walks. Front yards shall be grass and landscaped as soon after completion of the Dwelling Unit as is practical under weather conditions, Rear Yards shall be defined as that portion of the Lot which is behind the rear elevation of the Dwelling Unit extended to each Lot line. All driveways shall be paved with concrete. Gravel or dirt driveways are prohibited.
Color Schemes. All dwellings shall be in conformance with the original color scheme as promulgated by the Developer. The following guidelines shall be followed when determining color scheme with respect to location.
a. In any group of five dwellings on the same side of a street, at least three siding colors must be used. Never use the same color on two consecutive dwellings.
b. On any cross-street intersection, at least two siding colors must be used.
c. Dwellings directly across the street from one another should have different siding colors.
Underground and Log Houses. Underground and log structures are prohibited.
Porches, appendages and additions. No porches, appendages, or additions shall be permitted unless they are of a size, style, color and type compatible with the original design of the house and shall match the house material and coloring exactly. Porches, appendages or additions must be integrated into the design of the house. Compatibility shall be at the discretion of the Committee.
Front Storage. No front porch shall be used for the storage of any items except normal porch furniture. No front yard shall be used for the storage of any item of any kind.

Awnings. No metal or plastic awnings for windows, doors, decks or patios may be erected or used. Canvas awnings may be used subject to prior approval of size, color, location and manner of installation for the particular lot in question.
Exterior Carpeting. No exterior carpeting may be used if it is visible from any neighboring lot or the street.
Railings. All deck and balcony railings shall be of the vinyl type or wood and stained the same color as the deck or balcony.
Solar Panels. No solar panels shall be permitted.
Chimneys. All chimneys with metal flues must be enclosed within a chase that may be sided. Any direct vent chimney and / or furnace flues, hotwater heater or any other flues shall be vented only to the rear or side of the Dwelling Unit
Water Discharge. Storm water must be disposed in accordance with the drainage plan for the subdivision and city regulations.
Skylights. Skylights may be used on a back roof facing the rear of a lot. Other locations may be approved for a contemporary design house depending upon the design and the particulars of the lot.
Entrance Structures. No additional driveway entrance structures shall be
permitted.
Pools. Above-ground swimming pools shall be permitted, provided that the sides have skirting. Small portable "kiddie" pools shall be permitted in rear yards only behind the Dwelling Unit so long as said pool is not in place for more than seventy-two (72) consecutive hours. In-ground swimming pools must be approved by Declarant as to style and may only be placed in an approved location in the rear yard which is at least ten feet (10') from any property line and does not unreasonably hinder the flow of surface water on the Lot. Pool equipment shall be placed in a location approved by Declarant and screened in such a manner so as to provide minimum visual impact from the street and other Lots.
Spas and Hot Tubs. Hot tubs and spas shall be permitted provided that hot tubs and spas must be in-ground or if above ground incorporated into a deck. All hot tubs and spas must be screened with a privacy fence meeting the provisions of these Design Guidelines or other such adequate screening as approved by the Declarant.
Play Equipment. Play apparatus or structures shall be located in the Rear Yard and not located within any side or rear setback lines. Such structures shall be of wood construction with natural coloring or may be of heavy gauge plastic.

Basketball Hoops. No basketball hoop or goal may be placed on any lot, regardless of location, until its specifications and location have been approved in accordance with these guidelines. Portable basketball goals also require approval.
a. Specifications. In general, any commercially available goal will be acceptable. Goals with home-made backboards or posts will not be acceptable. Backboards must be clear. The post should be painted in neutral colors so as to blend in with the surroundings as much as possible. All goals must be maintained. Any backboard or goal that becomes broken or damaged, must be repaired, replaced or removed. Any lighting for the goal must be directed away from any neighboring dwelling or patio or deck areas.
b. Location. No basketball goals shall be permitted in the front of any lot or dwelling. No goal may be attached to any dwelling or garage. No goal may be placed forward of the rear elevation line of any house. On corner lots, goals must be located behind the rear elevation line of the house and at least fifteen (15) feet back from the setback line on the "side" yard adjacent to the street. All goals must be located at least ten (10) feet back from any property line. A portable basketball goal may be located on a driveway for the period of its current use. No portable goals will be permitted to be used in driveways of corner lots. Any portable goal must be put away after use. Any portable goal left out overnight shall be considered in violation of these guidelines.
c. Use. Use shall be limited to reasonable play hours depending upon seasons. No use will be permitted after 11 pm, nor earlier than 9:00 am. The Board shall have the right to set different hours in the event that use creates an unreasonable disturbance.
Pool Pump Buildings, Sheds and Storage Buildings. Pool Pump Buildings shall be permitted as accessory to an in-ground swimming pool. Storage sheds, outbuildings, storage buildings shall be permitted, provided that such structures do not exceed 100 square feet in size and must be constructed with shingles, trim and siding to match the Dwelling Unit. No structure may be located within ten (10) feet of the Lot line. No such structure shall exceed ten (10) feet in height. The roof pitch must be at least 4:12.
Air Conditioning and Heat Pump Equipment. Air conditioning and heat pump equipment shall be located in side yards or Rear Yards. To the extent reasonably possible, such equipment shall be screened from view in a manner approved for each particular lot.
Fencing. Standard chain link or other metal fences shall not be permitted. Fences may be erected only in the Rear Yard. On corner lots, fences may not be placed within the setback on the street side. Perimeter fences are permitted if they are three rail wood split rail not to exceed five (5) feet in height or white PVC picket fencing not to exceed four (4) feet in height. Wire fencing material (4" x 4" dog wire) may be attached to the split rail fences for additional enclosure. All swimming pool fencing shall be reviewed on an individual basis in accordance

with general standard hereinafter set forth. Privacy fencing not to exceed six (6) feet in height shall be permitted around spas and hot tubs. Decorative fencing will be reviewed upon an individual basis considering the visual impact on surrounding lots. The Declarant and the Association reserve the right to restrict fencing in areas where its presence would adversely impact the aesthetics of the community.
Radio and Television Antennas. These guidelines are to be interpreted so as to balance the right of the individual owners to receive acceptable quality broadcast signals in accordance with F.C.C. regulations with the right and duty of the Association to preserve, protect and enhance the value of the properties within the subdivision.
A. Prohibited Apparatus. All exterior antennas, except the following, are prohibited:
1. an antenna that is designed to receive direct broadcast satellite service, including direct-to-home satellite services, that is one meter or less in diameter; or
2. an antenna that is designed to receive video programming services via multipoint distribution services, including multichannel multipoint distribution services, instructional television fixed services, and local multipoint distribution services, and that is one meter or less in diameter or diagonal measurement; or
3. an antenna that is designed to receive television broadcast signals.
B. Permitted Locations.
An antenna must be located in the rear yard or on the rear of the Dwelling Unit in such a manner so as not to be visible by a person of normal height standing at the edge of the street directly in front of the Dwelling Unit. Other locations are permitted if placement under these guidelines precludes reception of an acceptable quality signal. In such case, the owner and the Declarant or the Association shall attempt to find a location with the least visual impact upon the surrounding properties. An "acceptable quality signal" is one that is intended for reception in the viewing area and is consistent with the quality of signals received by others in the immediate vicinity. No location shall be permitted if installation creates a line of sight problem for drivers in the vicinity. The Declarant or the Association may prohibit a location that imposes a legitimate safety concern. An example of a location that imposes a legitimate safety concern is one that is near high voltage power lines or one where the guy wires obstruct legitimate pedestrian access
C. Other Requirements.
The Declarant or the Association may require that the antenna be painted in a fashion that will not interfere with reception so that it blends into the background against which it is mounted or that the antenna be screened so as to reduce the visual impact. Any such requirements must be reasonable in light of the cost of the equipment or services and the visual impact of the antenna. The Declarant or the Association may impose restrictions on methods of installation that create legitimate safety concerns. For example, permitted

methods of installation may include reasonable height restrictions and adequate bolting and guying.
D. Continued Maintenance.
Each owner shall maintain any antenna in a reasonable manner so as not become unsightly. Each owner shall remove any antenna upon cessation of its use.
Landscaping. Landscaping and normal lawn are required around all houses.
Lot Maintenance. All lots must be kept mowed and free of debris and clutter. During any construction, each Owner and Builder shall be responsible for keeping the streets and adjacent lots clean and free of debris. No fill material shall be dumped on any lot except within five (5) days of commencement of construction. The Association shall have the right to assess any owner for the costs of mowing or clean up in the event that the owner fails to do so.
Lot Grading. The Builder and Owners shall be responsible to regrade the Lot in accordance with the grading plan as approved by the City of Painesville. Any deviations from such plan must be preapproved by the City and the Developer.
Mailboxes. All mailboxes must conform to the specifications set forth in the appendix to these guidelines.
House Numbers. House numbers must be placed on all mailboxes.
Exterior Lighting. The Owners must obtain approval of the Committee prior to the installation of any exterior lighting. Plans showing sufficient detail as to size, wattage and type of bulb to be used in the exterior lighting must be submitted to the Committee prior to installation. If allowed by the Committee, exterior lighting must be directed in such a manner so as not to intrude into neighboring lots and houses.
Discretion. Any discretion to be exercised in the review of plans shall be that of the Committee.
Variances. The developer or the committee may grant variances from these guidelines if such variance will not be of substantial detriment to adjacent lots and will not materially impair these guidelines and the overall best interest of the subdivision.
Right to Modify Guidelines. The Developer reserves the right to modify these guidelines, provided however, that no such modification shall be made that will materially and adversely affect the overall character of the properties as a first class development.

2004-R0 1. 1
LAKE COUNTY OHIO
RECORDED ON
SUPPLEMENTAL DECLARATION
ier A SUPONC1C
OF COVENANTS, CONDITIONS AND RESTRIC
vOUNTY RECORDER
AND RESERVATION OF EASEMENTS
FOR HEISLEY PARK
HOMEOWNERS ASSOCIATION, INC.
HEISLEY PARK STANDARD LOT NEIGHBORHOOD
Whereas, the Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Heisley Park Homeowners Association is recorded in Instrument # 1„001-1k) j 1 30 of the Records of Lake County, Ohio (the Declaration); and
Whereas, the Declaration is binding upon all Owners and the property described in Exhibit A, attached, and
Whereas, Morten Associates, an Illinois General Partnership, is the Declarant of the Declaration, and
Whereas, pursuant to Article H, Section 2.3, and Article IV, Section 4.1, the Declaration may be amended or supplemented by a recorded instrument executed by the Declarant for the purpose of designating Common Elements, imposing additional restrictions and assigning maintenance responsibilities, and
Whereas, the Declarant desires to amend and supplement the Declaration as to certain property; now therefore
Declarant hereby amends and supplements the Declaration as follows:
I. Annexation. Pursuant to Article XII, Section 12.1, the property described in Exhibit A is hereby annexed to the terms of the Declaration which shall be a covenant running with the land and binding upon the land and all owners thereof.
IL Designation of Neighborhood. The property described in Exhibit A shall be deemed to be a "Neighborhood" as set forth in Article III, Section 3,3 of the Declaration.
Ill.Designation of Common Elements. The property described in Exhibit B shall be deemed to be Common Elements as set forth in Article II, Section 2.1 of the Declaration. Such Common Elements shall consist of entrance structures, surface water management, and open space, etc.
A. Designation of Maintenance. The Common Elements described in Exhibit B shall be part of the Association's responsibility for maintenance pursuant to Article IV, Section 4.1. The City of Painesville or Lake County assume no

responsibility for maintenance of any item that is within the Association's maintenance responsibility.
IV. Reservation of Easements. Declarant reserves unto itself, its successors and assigns, landscape easements, landscape/walk easements, drainage easements and utility easements as shown on the Record Plan. Drainage easements shown and noted on the Record Plan shall be part of the Surface Water Management System as set forth in the Declaration.
V. Owner's Responsibility. Each Owner shall maintain his or her property, including the structures thereon, drainage easements, street trees and sidewalks in accordance with Article IV of the Declaration.
VI. Assessments.
A. Neighborhood Assessment. There is hereby established a Neighborhood Assessment for the purpose of the Neighborhood Expenses of the Association which apply only to Heisley Park Standard Lots. Such Neighborhood Expenses shall be, but not limited to, (I) operation, maintenance, repair and replacement of the Common Elements and other maintenance as required by Article VIII of this Declaration; (2) the cost of any insurance attributable to Common Elements required by this Declaration; and (3) reasonable reserves for contingencies and replacement of the Common Elements. The Standard Lot Neighborhood Assessment shall not be subject to any limitations and shall be allocated equally to each Heisley Park Standard Lot. The initial Standard Lot Neighborhood Assessment is Two Hundred Fifty Dollars ($250.00).
VII. Restrictions. The following restrictions apply to the Property described in Exhibit A.
A. Dwelling Type. No building shall be erected, altered, placed or be permitted to remain on any Lot other than one single-family dwelling and a garage for at least two cars.
B. Dwelling Floor Areas. The living area of the Dwelling Unit exclusive of porches, decks, attics, basements, areas not heated year round and garages shall be no less than the areas set forth in the Design Guidelines.
C. Roof Requirements. The roof and gables of each Dwelling unit shall be in accordance with the Design Guidelines.
D. Fences. No fence of any sort may be erected unless and until prior approval in accordance with Section 9.2 of the Declaration has been obtained. No fence shall be erected in the front yard. For purposes of this section, the front yard shall run from the street to the rear line of the Dwelling Unit. Privacy fences, if permitted,

shall not exceed six (6) feet in height and shall be limited to the area immediately adjacent to a deck or patio. Invisible pet fences are permitted without prior approval.
E. Other Structures. No structure of a temporary character, trailer, shack, barn, storage shed or other outbuilding shall be permitted on any Lot without prior approval and only in accordance with the Design Guidelines. Construction trailers and/or storage sheds shall be permitted only during construction.
F. Pools and Spas. Pools and spas are permitted in the rear yard no closer than ten (10) feet from any property lines. Any above-ground pool must have skirting. All hot tubs and spas must be in-ground or if above ground incorporated into a deck. All hot tubs and spas must be screened with a privacy fence. All, hot tubs and spas must be in-ground or incorporated into a deck with enclosed sides and privacy fencing.
G. Play Equipment. Play equipment, such as swing sets, jungle gyms, or sandboxes shall be permitted in the rear yard no closer than ten (10) feet from any property line. Basketball hoops, whether permanent or movable, shall be permitted only in accordance with the Design Guidelines.
H. Clothes Drying. No outdoor clothes drying of any sort shall be permitted.
Gardens. Small vegetable and fruit gardens shall be permitted in the rear yard. No agricultural or farming activity for commercial purposes shall be permitted. Additional landscaping may be installed with prior approval in accordance with Section 9.2 of the Declaration. The Association shall have the right to require the Owner to maintain such additional landscaping and also the right to remove such additional landscaping if the Owner fails to maintain it.
J. Mailboxes, Lamposts. All mailboxes and lampposts must be of uniform design, style and color as determined by Declarant.
VIIL Maintenance of Lots and Dwelling Units. The Standard Lots and the Dwelling Units shall be maintained and repaired by each Standard Lot Owner.
IX.Declarant's Rights. Declarant hereby reserves all rights as set forth in the Declaration with respect to the Common Elements.

IN WITNESS WHEREOF, Morten Associates, an Illinois General Partnership has
caused this Declaration to be signed this day of March, 2004, by Ai.ob
, its C,e't4nAL P4A.-1:4•62-- .
The foregoing instrument was acknowledged before me, this ,L5 day of March, 2004, by iThkc of Martell Associates, an Illinois general partnership, on its behalf.



Instrument Prepared By:
James A. Matre
Matre & Matre Co. LPA
9400 Montgomery Road, Suite C Cincinnati, Ohio 45242
513-793-6220

Lots # I thru 27 of Heisley Park Subdivision recorded in Instrument # PL and any subsequent plats or replats thereof, of the plat records of Lake County, Ohio.

COMMON ELEMENTS
Lots # 28 and 29 of Reisley Park Subdivision recorded in Instrument # PL and any subsequent plats or replats thereof, of the plat records of Lake County, Ohio.

CODE OF REGULATIONS
FOR
IIEISLEY PARK HOMEOWNERS ASSOCIATION, INC,
ARTICLE I
GENERAL
SECTION 1. Name and Nature of the Association. The name of the
Association shall be Heisley Park Homeowners Association, Inc., and shall be an Ohio nonprofit corporation.
SECTION 2. Membership. Each owner upon acquisition of title to a Lot shall
automatically become a member of the Association (a "Member"). Such Membership shall terminate upon the sale or other disposition by such Member of his or her Lot ownership, at which time the new Owner of such Lot shall automatically become a Member of the Association.
SECTION 3. Definitions. The terms used in this Code of Regulations shall have
the same meaning as set forth in the Declaration of Covenants, Conditions and Restrictions and Reservation of Easements recorded with the Recorder of Lake County as Instrument No. (the 'Declaration"), unless the context shall prohibit.
ARTICLE II
MEETINGS OF MEMBERS
SECTION 1. Place of Meetings. Meetings of the Association shall be held at
the principal office of the Association or at such other suitable place convenient to the Members as may be designated by the Board of Trustees either in Painesville, Lake County, Ohio or as convenient thereto as possible and practical.
SECTION 2. Annual Meetings. The first meeting of the Members, whether a
regular or special meeting, shall be held within one (1) year from the date of incorporation of the Association. The next annual meeting shall be set by the Board so as to occur no later than thirty (30) days before the close of the Association's fiscal year. Subsequent annual meetings of the Members shall be held within thirty (30) days of the same day of the same month of each year thereafter at an hour set by the Board. The annual meeting of the Members shall be held at a date and time as set by the Board.
SECTION 3. Special Meetings. The President may call special meetings. In
addition, it shall be the duty of the President to call special meetings of the Association if so directed by resolution of a majority of a quorum of the Board of Trustees or a written petition signed by at least twenty-five (25%) percent of the total votes of the Association. The notice of special meetings shall state the date, time and place of such meeting and the purpose thereof. No business shall be transacted at special meetings except as stated in the notice.

SECTION 4. Notice of Meetings. It shall be the duty of the Secretary to mail or
cause to be delivered to the Owner of record of each Lot a notice of each annual or special meetings of the Association stating the purpose of the special meetings, as well as the time and place where it is to be held. If an Owner wishes notice to be given at an address other than his or her Lot, he or she shall designate such address by written notice to the Secretary. The mailing or delivering of a notice of a meeting in the manner provided in this Section shall be considered service of notice. Notices shall be served not less than ten (10) nor more than sixty (60) days before a meeting.
SECTION 5. Waiver of Notice. Waiver of notice of a meeting of the Members
shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any meeting of the Members, either before or after the holding of such meeting. Attendance of any Member at any meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him or her of such meeting.
SECTION 6. Adjournment of Meetings. If any meetings of the Association
cannot be held because a quorum is not present, a majority of the Members who are present at such meeting, either in person or by proxy, may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the time .the original meeting was called. At such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. If a time and place of the adjourned meeting are not fixed by those in attendance at the original meeting, or if for any reason a new date is fixed for the adjourned meeting after adjournment, notice of the time and place of the adjourned meeting shall be given to Members in the manner prescribed for regular meetings.
Those present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, provided that any action taken shall be approved by at least a majority of Members required to constitute a quorum.
SECTION 7. Voting Rights. Each Lot shall have one vote. If only one of
several Owners for a Lot is present at a meeting of the Association, that Owner is entitled to cast the vote allocated to that Lot. If more than one of the Owners is present, the vote allocated to that Lot may be cast only in accordance with the agreement of a majority in interest of the Owners. There is majority agreement if any one of the Owners casts a vote allocated to that Lot without protest being made promptly to the person presiding over the meeting by any of the other Owners of the Lot. The Association may adopt rules regarding deadlocks. No votes allocated to a Lot owned by the Association may be cast. Voting at elections and votes on other matters may be conducted by mail.
Unless expressly reserved and the Association is notified of such reservation, a land contract vendee as defined in Chapter 5313 of the Revised Code, shall be deemed the proxy of a land contract vendor for purposes of this section.

SECTION 8. Proxies. A vote allocated to a Lot may be cast pursuant to a proxy
duly executed by an Owner. If a Lot is owned by more than one person, each Owner of the Lot may vote or register protest to the casting of votes by the Owners of a Lot through a duly executed proxy. An Owner may revoke a proxy given pursuant to this section only by actual notice of revocation to the person presiding over a meeting of the Association. A proxy is void if it is not dated or purports to be revocable without notice. Except as hereinafter provided, a proxy shall terminate one year after its date, unless it specifies a shorter time. If a first mortgagee has been designated a proxy under the terms of a first mortgage covering the Lot, its presentation to the Board of a copy of the mortgage shall be notice of the proxy designation, and if the mortgage so states, of the irrevocability of that designation. Written notice to the Board or notice in a meeting of a revocation of a proxy designation shall not affect any vote or act previously taken. Each proxy shall automatically cease upon conveyance of the Lot.
SECTION 9. Majority of Owners. As used in this .Code of Regulations, the
term majority shall mean those votes, Owners, Members or other group as the context may indicate totaling more than fifty (50%) percent of the total number.
SECTION 10. Quorum. Except as otherwise provided in these Code of
Regulations or in the Declaration, those Members present in person or by proxy shall constitute a quorum at all meetings of the Association. Any provision in the Declaration concerning quorums is specifically incorporated herein.
SECTION 11. Conduct of Meetings. The President shall preside over all
meetings of the Association, and the Secretary shall keep the minutes of the meeting and record in the minute book all resolutions adopted, as well as a record of all transactions occurring thereat.
SECTION 12. Action Without A Meeting. Any action which may be authorized
or taken at a meeting of the members, except the election of Board members, may be authorized or taken without a meeting with the affirmative vote or approval, and in writing or writings signed by not less than a majority of the Members. Any such writing shall be entered into the minute book of the Association.
ARTICLE III
BOARD OF TRUSTEES
SECTION 1. Governing Body. Except as otherwise provided by law, the
Articles of Incorporation, the Declaration or this Code of Regulations, all of the authority of the Association shall be exercised by or under the direction of the Board of Trustees.
SECTION 2. Number and Qualification of Trustees. The initial Board of
Trustees in the Association shall consist of three (3) persons and shall be those named in the Articles of Incorporation or other such person or persons as may be substituted by the Declarant pursuant to Article XIII, Section 13.3 of the Declaration. At such time as the Owners are entitled to elect one member of the Board, the Board of Trustees shall be expanded to consist of five (5)

persons. Except those appointed by the Declarant, all Trustees must be Owners. The spouse of an Owner is qualified to act as a Trustee if both the Owner and the spouse occupy the Lot. No person and his or her spouse may serve on the Board at the same time.
SECTION 3. Nomination of Trustees. Except for Trustees selected by the
Declarant, nominations for election of the Board of Trustees shall be made by a Nominating Committee. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board, and two (2) or more Members of the Association. The Nominating Committee shall be appointed by the Board at each annual meeting of the Members to serve from the close of such annual meeting until the close of the next annual meeting. The Nominating Committee shall make as many nominations for election to the Board as it shall in its discretion determine but in no event less than the number of vacancies or terms to be filled. Nominations shall be permitted from the floor. All candidates shall have a reasonable opportunity to communicate their qualifications to the Members and to solicit votes.
SECTION 4. Election of Trustees. The Trustees shall be elected at each annual
meeting of the Members of the Association or at a special meeting called for the purpose of electing Trustees. At a meeting of Members of the Association at which Trustees are to be elected, only persons nominated as candidates shall be eligible for election as Trustees and the candidates receiving the greatest number of votes shall be elected. The Board may adopt rules regarding nominations and procedure for elections. Election to the Board shall be by secret written ballot and at such elections, the Members or their proxies may cast, in respect to each vacancy, such voting power as they are entitled to exercise under the provisions of the Declaration.
SECTION 5. Term of Office; Resignations. Except for those Trustees
appointed by the Declarant, each Trustee shall hold office for a term of two (2) years and until his or her successor is elected, or until his or her earlier resignation, removal from office, or death. It is intended by these Code of Regulations that the terms of the Trustees shall be staggered with three (3) Trustees being elected in odd numbered years and two (2) Trustees being elected in even numbered years. The initial terms of the Trustees elected by the Owners shall be adjusted to carry out this intent.
Any Trustee may resign at any time by oral statement to that effect made at a meeting of the Board of Trustees or in writing to that effect delivered to the Secretary of the Association, such resignation to take effect immediately or at such other time as the Trustee may specify. In the event of death or resignation of a Trustee, his or her successor shall be selected by a majority of the remaining members of the Board and shall serve for the unexpired term of the predecessor.
SECTION 6. Compensation. Members of the Board of Trustees shall serve
without compensation, except that they may be reimbursed for actual expenses incurred on behalf of the Association.

SECTION 7. Removal of Trustees. Except for those appointed by the
Declarant, at any regular or special meeting of the Association duly called, any one or more of the members of the Board of Trustees may be removed, with or without cause, by a majority vote of the Members, and a successor may then and there be elected to fill the vacancy thus created. A Trustee whose removal has been proposed shall be given at least ten (10) days notice of the calling of the meeting and the purposes thereof and shall be given an opportunity to be heard at the meeting. Additionally, any Trustee who has three (3) unexcused absences form Board meetings or who is delinquent in payment of an Assessment for more then twenty (20) days may be removed by a majority vote of the Trustees at meeting, a quorum being present.
SECTION 8. Organization Meetings. The first meeting of the Board of
Trustees following each annual meeting of the Members shall be held within ten (10) days thereafter at such time and place as shall be fixed by the Board.

SECTION 9. Regular Meetings. Regular meetings of the Board of Trustees
may be held at such time and place as shall be determined from time to time by a majority of the Trustees, but at least four (4) such meetings shall be held during each fiscal year with at least one (1) per quarter.
SECTION 10. Special Meetings. Special meetings of the Board of Trustees shall
be held when called by written notice signed by the President or Secretary of the Association, or by any two (2) Trustees. The notice shall specify the time and place of the meeting and the nature of any special business to be considered.
SECTION 11. Notice of Meetings; Waiver. Notice of the time and place of each
meeting of the Trustees, whether regular or special, shall be given to each Trustee by one of the following methods: (a) personal delivery; (b) written notice by first class mail, postage prepaid; (c) by telephone communication, either directly to the Trustee or to a person at the Trustee's home or place of business who would reasonably be expected to communicate such notice promptly to the Trustee; (d) by facsimile transmission or (e) by electronic mail. All such notices shall be given or sent to the Trustee's address or telephone number as shown on the records of the Association. Notice sent by first class mail shall be deposited into a United States mailbox, at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, facsimile transmission, or electronic mail shall be given at least seventy-two (72) hours before the time set for the meeting.
Waiver of notice of meetings of the Trustees shall be deemed the equivalent of proper notice. Any Trustee may, in writing, waive notice of any meeting of the Board, either before or after the holding of such meeting. Such writing shall be entered into the minutes of the meeting. If any Trustee attends a meeting without protesting the lack of proper notice, either prior to or at the commencment of the meeting, then such Trustee shall be deemed to have waived notice of such meeting..
SECTION 12. Quorum of the Board of Trustees. At all meetings of the Board
of Trustees, a majority of the Trustees shall constitute a quorum for the transaction of business,

and the votes of a majority of the Trustees present at a meeting at which a quorum is present shall constitute the decision of the Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of the Trustees, if any action taken is approved by at least a majority of the required quorum for that meeting. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. At such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted.
SECTION 13. Conduct of Meetings. The President shall preside over all
meetings of the Board of Trustees, and the Secretary shall keep the minutes of the meeting and record in the minute book all resolutions adopted, as well as a record of all transaction occurring thereat.
SECTION 14. Open Meetings. All meetings of the Board of Trustees shall be
open to all Members of the Association, but Members other than the Trustees may not participate in any discussion or deliberation unless expressly so authorized by a majority of a quorum of the Board.
SECTION 15. Executive Session. The Board may, with approval of a majority of
a quorum, adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, or orders of business of similar nature. The nature of any and all business to be considered in executive session shall first be announced in open session.
SECTION 16. Action Without A Meeting. Any action which may be authorized
or taken at a meeting of the Board of Trustees may be authorized or taken without a meeting with the affirmative vote or approval, and in writing or writings signed by all the Trustees. Any such writing shall be entered into the minute book of the Association. An explanation of the action taken shall be posted at a prominent place or places within the Property within three (3) days after written consents of all the Board members have been obtained.
SECTION 17. Voting By Trustees. A Trustee who is present at a meeting of the Board or any committee meeting when corporate action is taken shall be deemed to have assented to the action taken unless:
a) He or she objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting;
b) His or her dissent or abstention from the action taken is entered in the minutes of the meeting; or
c) He or she delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the Association immediately after

adjournment of the meeting. This right of dissent or abstention shall not be available to a Trustee who votes in favor of the action taken.
ARTICLE IV
OFFICERS
SECTION 1. Officers. The officers of the Association shall be a President, Vice
President, Secretary and Treasurer. The Board of Trustees may elect such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board. Any two or more offices may be held by the same person, excepting the offices of President and Secretary. The President and Treasurer shall be elected from among members of the Board of Trustees.
SECTION 2. Election; Term of Office; Vacancies. The officers of the
Association shall be elected annually by the Board of Trustees at the first meeting of the Board following each annual meeting of the Members, as herein set forth in Article M. A vacancy in any office arising because of death, resignation, removal or otherwise may be filled by the Board for the unexpired portion of the term.
SECTION 3. Removal. Any officer may be removed by the Board of Trustees
whenever in its judgment the best interests of the Association would be served thereby.
SECTION 4. Powers and Duties. The officers of the Association shall each
have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time be specifically conferred or imposed by the Board. The President shall be the chief executive officer of the Association. The Treasurer shall have the primary responsibility for the preparation of the budget and may delegate all or part of the preparation and notification duties to a finance committee, management agent or both.
SECTION 5. Resignation. Any officer may resign at any time by giving written
notice to the Board of Trustees, the President, or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
ARTICLE V
COMMITTEES
SECTION 1. General. Committees to perform such tasks and to serve for such
periods as may be designated by a resolution adopted by a majority of the Trustees present at a
meeting at which a quorum is present are hereby authorized. Such committees shall perform
such duties and have such powers as may be provided in the resolution. Each committee shall be

composed as required by law and operate in accordance with the terms of the resolution of the Board designating such committee or with rules adopted by the Board and to the full extent permitted by law.
SECTION 2. Executive Committee. The Board of Trustees may, by resolution
adopted or signed by all of the Trustees, appoint an Executive Committee to consist of three (3) Trustees. The Board may delegate any or all of its duties to such committee. Any resolution or writing appointing such committee must acknowledge the responsibility of all of the Trustees for the operation and administration of the Association.
SECTION 3, Design Review Committee. The Board of Trustees may appoint a
Design Review Committee which shall be responsible for plan approval in accordance with Article IX of the Declaration. In addition, the committee shall develop and promulgate architectural standards and guidelines with respect to those matters that are within the Association's authority to regulate.
ARTICLE VI
DETERMINATION AND PAYMENT OF ASSESSMENTS
SECTION L Adoption of Budget. It shall be the duty of the Board to prepare
and adopt a budget covering the estimated Common Expenses of the Association for the coming fiscal year. The budget shall also include a capital contribution or reserve in accordance with a capital budget separately prepared. After adoption of the budget, the Board shall cause the summary of the budget and the Assessments to be levied against each Lot for the following year to be delivered to each Owner. Such summary shall be delivered at least thirty (30) days prior to the start of the fiscal year. The budget and Assessments shall take effect on the first day of the fiscal year.
SECTION 2. Capital Budget and Contribution. The Board shall annually
prepare a capital budget, which shall take into account the number and nature of replaceable assets, the expected life of each asset, and the expected repair or replacement cost. The Board shall set the required capital contribution, if any, in an amount sufficient to permit meeting the projected capital needs of the Association, as shown on the capital budget, with respect to both amount and timing by annual assessments over the period of the budget. The capital contribution required shall be fixed by the Board and included within the budget and assessment, as provided in Section 1 of this Article. A copy of the capital budget shall be distributed to each Owner in the same manner as the operating budget.
SECTION 3. Petition for Reconsideration of Budget Increase. If the Board
receives a petition for reconsideration of budget increase as set forth in Article VII, Section 7.9 of the Declaration, then the Board shall forthwith call a special meeting of the Members. At such meeting, the Members in good standing, in person on by proxy, exercising at least sixty-six and two thirds (66 2/3%) percent of voting power of the Association, may vote to reduce the increase by any amount proposed in the petition, but not lower than the previous year's budget.

SECTION 4. Failure to Adopt Budget. The failure or delay of the Board to
adopt a budget as provided herein shall not constitute a waiver or release of the obligation of an Owner to pay the Assessments. In such event, the Assessments based upon the budget last adopted shall continue until such time as the Board adopts a new budget.
SECTION 5. Computation of Assessments. The Assessments for Common
Expenses for each Lot shall be determined in accordance with the operating budget and the capital contribution budget as they apply to the various Lots. Unless otherwise determined by the Board, all Assessments shall be charged on an annual basis.
SECTION 6. Payment, Delinquency and Acceleration. Unless otherwise
determined by the Board, all Assessments shall be payable annually. Any installment of an Assessment shall become delinquent if not paid on the due date as established by the Board. With respect to each installment of an Assessment not paid within five (5) days after its due date, the Board may, at its election, require the Owner to pay a reasonable late charge, together with interest at the rate provided in Section 1343.03 of the Ohio Revised Code calculated from the date of delinquency to and including the date full payment is received by the Association. If any installment of an Assessment is not paid within thirty (30) days after its due date, the Board may, at its election, declare all of the unpaid balance of the Assessment for the then current fiscal year, attributable to that Lot, to be immediately due and payable without further demand and may enforce collection of the full Assessment and all charges thereon in any manner authorized by law, the Declaration and these Code of Regulations.
SECTION 7. Remedies for Default. If an Owner is in default of payment of an
Assessment, the Board may authorize collection through any lawful means, including foreclosure of the lien. Interest and all costs of such collection, including but not limited to court costs, lien fees, attorney fees shall be included in the amount due from the Owner and may be collected. The Board may authorize the Association to bid its interest at any foreclosure sale and to acquire, hold, lease, mortgage and convey any Lot.
ARTICLE VII
MISCELLANEOUS
SECTION 1. Fiscal Year. The Association may adopt any fiscal year as
determined by the Board.
SECTION 2. Parliamentary Rules. Except as may be modified by Board
resolution establishing modified procedures, Robert's Rules of Order (current edition) shall govern the conduct of Association proceedings when not in conflict with Ohio law, the Articles of Incorporation, the Declaration, or this Code of Regulations.

SECTION 3. Conflicts. If there are conflicts or inconsistencies between the
provisions of Ohio law, the Articles of Incorporation, the Declaration, and these Code of Regulations, the provisions of Ohio law, the Declaration, the Articles of Incorporation, and this Code of Regulations (in that order) shall prevail.
SECTION 4. Books and Records.
Inspection by Members. The membership book, account books and minutes of the Association, the Board and any committee shall be made available for inspection and copying by any Member or by his or her duly appointed representative at any reasonable time and for a purpose reasonably related to his or her interest as a Member at the office of the Association or at such other place within Lake County, Ohio, as the Board shall prescribe.
b. Rules for Inspection. The Board shall establish reasonable rules with
respect to:
i. notice to be given to the custodian of the records by the Members desiring to make the inspection;
ii. hours and days of the week when such inspection may be made;
and
payment of the cost of reproducing copies requested by a Member.
c. Inspection by Trustees. Every Trustee shall have the absolute right at
any reasonable time to inspect all books, records, and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a Trustee includes the right to make extracts and copies of documents at the expense of the Association.
SECTION 5. Notices. Unless otherwise provided in this Code of Regulations,
all notices, demands, bills, statements, or other communications under this Code of Regulations shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by first class mail, postage prepaid:
if to a Member, at the address which the Member has designated in writing and filed with the Secretary or, if not such address has been designated, at the address of the residence of such Member; or
if to the Association, the Board of Trustees, or the Managing Agent, at the principal office of the Association or the Managing Agent, if any, or at such other address as shall be designated by the Board with written notice to the Members.
SECTION 6. Amendment. Except as otherwise provided by law or the
Declaration, this Code of Regulations may be amended by a majority of the Members. During

such time as the Declarant has the right to appoint Trustees of the Association pursuant to Article XIII, Section 13.3 of the Declaration, the Declarant shall have the right to veto any amendment to this Code of Regulations which unreasonably impact Declarant's ability to sell Lots. Likewise, during such period, the Federal Housing Administration or the Veterans Administration shall have the right to veto any amendment, if either such agency is insuring or guaranteeing the mortgage on any Lot.
SECTION 7. Financial Review. A review of the accounts of the Association
shall be made annually in the manner as the Board of Trustees may decide, provided, however, after having received the Board's report at the annual meeting, the Owners, by majority vote, may require the accounts of the Association to be audited as a Common Expense by a public accountant.
Adopted this day of , 2003.
James A. Matre

ARTICLES OF INCORPORATION
HEISLEY PARK HOMEOWNERS ASSOCIATION, INC.
In compliance with the requirements of the provisions of Chapter 1702 of the Revised Code of Ohio, the undersigned hereby fauns a nonprofit corporation and certifies:
ARTICLE I
NAME
The name of the corporation is Heisley Park Homeowners Association, Inc.
ARTICLE II
PRINCIPAL OFFICE
The principal office of the Association shall be in Painesville, Lake County, Ohio, or such place as the Board of Trustees of the Association shall specify from time to time.
ARTICLE III
PURPOSE AND POWER
The purposes for which this Association is formed are to act on behalf of the owners at Heisley Park Subdivision to provide for maintenance, preservation and architectural control of the property, and to promote the health, safety and welfare of the residents. To promote these purposes, the Association shall have the following powers:
adopt and amend a Code of Regulations for the government of the Association, the conduct of its affairs and the management of the Property;
adopt rules and regulations for the use and occupation of the Common Elements and to enforce violations of the rules and regulation and the provisions and restrictions of the Declaration as against the Owners and Occupants.
adopt and amend budgets for revenues, expenditures and reserves and levy and collect Assessments from Owners;

institute, defend or intervene in litigation or administrative proceedings in its own name on behalf of itself or two or more Owners on matters affecting the community;
make contracts and incur liabilities;
regulate the use, maintenance, repair, replacement and modification of the Common Elements for which the Association has maintenance responsibility and other rights as set forth herein;
cause additional improvements to be made as part of the Common Elements except that this power shall be limited to improvement required solely for surface water management;
acquire, hold, encumber and convey in its own name any right, title or interest to real estate or personal property;
grant easements, liens, licenses and concessions through or over the Common Elements;
impose and receive any payments, fees or charges for the use, rental or operation of the Common Elements and for services provided to Owners;
impose charges for late payments of Assessments and after notice and an opportunity to be heard, levy reasonable fines for violations of the Declarations, Code of Regulations, Rules and Regulations of the Association;
impose reasonable charges for the preparation and recordation of amendments to the Declaration or for statements of unpaid Assessments;
provide for indemnification of its officers and board of trustees and maintain directors' and officers' liability insurance;
assign its right to future income, including the right to receive Common Expense Assessments, except that this power shall be limited to the purposes of repair of existing structures or improvements;
exercise any other powers conferred by the Declaration, Code of Regulations or Articles of Incorporation;
exercise all other powers that may be exercised in this state by nonprofit
corporations;
exercise any other powers necessary and proper for the governance and operation of the Association.

The Association shall not do any act or enter into any agreement or enter into any transaction in a manner which would violate any provision of Chapter 1702 of the Ohio Revised Code or the provisions of these Articles, the Declaration or the Code of Regulations.
ARTICLE IV
MEMBERSHIP
Every person or entity who is a record owner of a Lot in Heisley Park shall be a member of the Association, and is herein called "an owner." The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of a Lot, and transfer of a Lot shall automatically transfer membership to the transferee. Voting rights of members shall be as set forth in the Declaration and Code of Regulations.
ARTICLE V
BOARD OF TRUSTEES
The names and addresses of the persons who are initially to act in the capacity .of Trustees, until the selection of their successors, (as provided in the Declaration and Code of Regulations), are:
Name
Don Martell
Mike Morten Address:
26732 Balmoral Woods Drive Crete, IL 60417
26732 Balmoral Woods Drive Crete, IL 60417

The number, qualifications, manner and time of selection of successor Trustees and their terms of office, shall be as set forth in the Declaration and Code of Regulations.
The Board of Trustees shall have all of the powers and all of the duties of the Board of Trustees as defined in Chapter 1702 of the Revised Code of Ohio, except as

such powers may be limited or expanded by the provisions of these Articles, the Declaration or the Code of Regulations.
ARTICLE VI
NOTICE AND QUORUM
Notice and quorum requirements shall be in accordance with the provisions of the Declaration and the Code of Regulations.
ARTICLE VII
INDEMNIFICATION
(1) The Association shall indemnify every person who is or has been a Trustee, officer, agent, employee or volunteer of the Association and those persons' respective heirs, legal representatives, successors and assigns, against expenses, including attorneys' fees, and judgments, decrees, fines, penalties, and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether in an action or proceeding by or in the right of the Association, or otherwise, in which such person was or is a party or is threatened to be made a party by reason of the fact that person was a Trustee, officer, agent, employee or volunteer of the Association, or is or was serving in such capacity at the request of the Association, provided that person (a) acted in good faith and in a manner that person believed to be in or not opposed to the best interests of the Association, and (b) in any matter the subject of a criminal action or proceeding, had no reasonable cause to believe the questioned conduct was unlawful, but provided that in the case of any threatened pending or completed action or suit by or in the right of the Association to procure a judgment in its favor against any such person by reason of that person serving in such capacity, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of a duty to the Association unless and only to the extent that the Court in which such action was brought shall determine upon application that in view of all the circumstances of the case that person is fairly and reasonably entitled to indemnity for such expenses as the Court shall deem proper.
(2) Unless ordered by a Court, the determination of indemnification, pursuant to the foregoing criteria, shall be made (a) by a majority vote of a quorum of Trustees of the Association who were not and are not parties to or threatened with any such action, suit or proceeding, or (b) if such a quorum is not obtainable, or if a majority of the quorum of disinterested Trustees so direct, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Association or any person to

be indemnified within the past five years, or (c) by the owners, or (d) by the Court in which such action, suit or proceeding was brought.
(3) Any such indemnification shall not be deemed exclusive of any
other rights to which such person may be entitled under law, any agreement, or any insurance purchased by the Association, or by vote of the owners, or otherwise.
ARTICLE VIII
DURATION
The Association may be dissolved only with the same consents as are required to terminate the regime, as provided in the Declaration. In the event that the Association is dissolved, all of its assets shall be dedicated to a public body, or conveyed to a nonprofit organization with similar purposes.
ARTICLE IX
DEFINITIONS
All terms used herein shall have the same meanings as set forth in the Declaration recorded in the Lake County Recorder's Office imposing covenants, conditions, restrictions and reserving easements on the property known as Reisley Park Subdivision (the "Declaration").
ARTICLE X
AMENDMENTS
The Articles may be amended only under the same terms and conditions, and with the same approvals, as are provided in the Declaration for its amendment.
ARTICLE XI
MISCELLANEOUS
During the Declarant Control Period, as defined in the Declaration, any annexation of additional properties, mergers and consolidations, mortgaging of the Common Elements, dissolution and amendment of the Articles might require prior approval of the Federal Housing Administration or the Veterans Administration.
James A. Matre Sole Incorporator

ORIGINAL APPOINTMENT OF AGENT
FOR
HEISLEY PARK HOMEOWNERS ASSOCIATION, INC.
The undersigned, being at least a majority of the incorporators of Heisley Park Homeowners Association, Inc. hereby appoint James A. Matre, who is a natural person and a resident of Ohio, to be the agent upon whom any process, notice, or demand required or permitted by statute to be served upon the corporation may be served. The complete address of the agent is: 225 Pictoria Drive, Suite, Cincinnati, Ohio 45246.
Dated:
Signed:
James A. Matre
Heisley Park Homeowners Association, Inc.
The undersigned, named herein as the statutory agent for Heisley Park Homeowners Association, Inc. hereby acknowledges and accepts the appointment of agent for said corporation.
Dated:
Signed:
James A. Matre