Holly Hills Carriage Homes Homeowners Association Disclosure Williamsburg VA by john womeldorf

Holly Hills Carriage Homes Owner's Association 2012 Operating Budget

2011 Adopted

Income Assessments Bank Interest Earned Capital Contribution CD Interest Earned Late Fee Income Carryover Leasing Fee Smartstreet Reserve Interest

2011 10/31/2011 YTD

2012 Adopted

2012 Explanation

66,960 7,773 50 -

66,225 13 200 55 10

$74,783.00

$66,503.36

Expenses Accounting Bank Service Charge

325 450

295 63

Coupon Books General Administration

325

1,037

1,181 1,000 4,956 125 150

1,446 3,240 4,313 109 -

1,316 1,200 5,175 125 -

$8,512.00

10,503

8,791

3,120 2,500 10,000 3,000 28,266 7,614 7,780 700

285 2,333 12,419 2,532 24,140 466 4,213 315

938 2,900 5,000 3,100 25,780 12,000 1,000 7,092 500

$62,980.00

46,703

58,310

$3,291.00

$2,750.00

$3,455.00 increase/annually

Total Replacement Reserves

$3,291.00

$2,750.00

$3,455.00

Total Expenses

$74,783.00

$59,955.52

$70,556.00

$0.00

$591.00

$0.00

$5,956.84

$0.00

Total Income

66,960 $1,080/yr. @ 62/lots - contributions from home sales 3,596 (anticipated for 2011) $70,556.00

325 tax preparation - none 50 coupon books, envelopes & postage (ACH

Insurance Legal Fees Management Contract Reserve Study SCC/CICB Web Maintenance Total Administrative Expenses Property Expenses Contingency Electric Common Area Grounds Improvement Lake Management Contract Landscape Contract Mulch Maintenance & Repairs Turf Applications Water & Sewage Total Property Expenses

150 members exempt) 500 ESTIMATE $827 general liability & $489 WC expires 07/16/2012 ESTIMATE contract expires on 12/31/12 @ $431/month update study in 2013 based on 2011 historical data paid through 06/30/2013

based on 2011 historical data $2,500 entrance & SMF area; $2,500 berm (Rt. #199) contract expires 5/31/13 @ $266/month

irrigation, SMF area, etc. based on 2011 historical data

Replacement Reserves recommended by the '08 reserve study w/5%

Reserve Contribution

Reserve Expense Entrance Sign Net Income

Adopted at the BOD meeting on 11/09/2011 \\Brserver\officeshare\Associations\Carriage Homes {Holly Hills}\Financial Matters\Budget\2012 HHCH ADOPTED Budget updated by jrg, 9:38 AM, 5/8/2012

Balance Sheet Saturday, December 31, 2011 Holly Hills Carriage HOA

Cash Accounting Year Starts January 1, 2011 ASSETS Current Assets CD1 SMTST 8/22/12 @ .25% CD2 SMTST 3/13/13 @ .60% Smartstreet Checking Smartstreet Replac. Res.

$15,161.83 $15,472.94 $17,443.67 $4,383.27 Total Current Assets

$52,461.71

TOTAL ASSETS

$52,461.71

LIABILITIES Current Liabilities Member Open Credits

$10,260.00 Total Current Liabilities

$10,260.00

TOTAL LIABILITIES

$10,260.00

EQUITY Current Year Earnings Retained Earnings

($1,013.83) $43,215.54 TOTAL EQUITY

$42,201.71

TOTAL LIABILITIES AND EQUITY

$52,461.71

Prepared by Berkeley Realty Property Management, Document 49-5128-9 (Holly Hills Carriage)

ARVCLIES O F INCORPORATION

OF HOLLY HILLS CARRIAGE HOMES OWNER'S ASSOCIATION

The undersigned, pursuant to Chapter 10 of Title 13.1 of tllc Code of Virginia, stat+) as follows:

The name of the corporation is: KOLLY IULLS CARRIAGE IIOMES OWNER'S ASSOCIATION.

The co~potationis lo bave the foUowing class(-) of members:

CIMSA All Owners of Lots and Parcels other than the Ueclarant, (until sudl t h e as the Declarant bccomcs a Class A member upon tumination of Class B membership), shall be

Class A Members. Class

B. The Declarant shall be the Class B Member. Tho Class B mcmbcrship

shall tnminate upon the earlier of (i) thc date on which the Declarant, or any successor Declarant, ceases to own any of tho Properties and the Additional Area, (ii) the date on which the Dcclarant cxecutcs end records in the aforesaid ~ l c r k ' ~ ~ k I i an k camendment s to tho k l a r a t i o n terminating the Class B membership, or (iii) on Decunber 3 1,2007.

3. The duectors of the corporation shall be elected in accordance with the d e s and regulations set forth in (heBylaws of the corporation.

Thc corporation's initial rcgistmd officeaddress which is the business address of the initial registered agent is: 1432 N. Grcat Neck Road, Suite 101, Virginia Beach, 4.

Virginia 23454.

The registered omce i s physically located in fflq City of Virginia Bcach.

Thc name of the corporation's initial registered agent is Louis 0. Paulson.

Thc initial rcgislued agent is an individual who is a resident of Virginia and a member of the Virginia State Bar. B.

6. The purpose for which Ute corporation is organized is to c n g a g in all lavdul purposes as provided for in TiUe 13.1 of the Codc of Virgirria.

~ o u i G. s ~aulsbn,Incorporator

AMENDED BYL,AWS OF HOLLY HILLS CARRIAGE HOMES OWNER'S ASSOCIATION ARTICLE I GENERAL Section 1.1 Governance. These Bylaws provide for the governance of Holly Hills Carriage Homes Owner's Association, Inc., a Virginia nonstock corporation (the "Association"). Section 1.2. Compliance. Every Owner and all those entitled to occupy a Lot or Parcel or any portion thereof shall comply with these Bylaws. Section 1.3. Principal Office. The principal office of the Association shall be located at the Properties or at such other place as may be designated fiom time to time by the Board of Directors. Section 1.4. Definitions. Except as expressly defined herein, all capitalizedterms used herein shall have the meanings specified in the Amended and Restated Declaration of Covenants, Restrictions, Reservations and Easements dated ,201 1, and recorded in the Clerk's Ofice of the Circuit Court of the City of Williamsburg, Virginia as Instrument No. (the "Declaration"). ARTICLE I1 MEMBERSHIP; VOTING RIGHTS Section 2.1. Membershin Every Owner of a Lot or Parcel shall be a Member of the Association. Membership shall be appurtenant to, and shall not be separated from, ownership of any Lot or Parcel. Upon the recordation of a deed to any Lot or Parcel, the Membership of the selling owner shall cease and the purchasing owner shall become a Member of the Association. Section 2.2. Classes of Membership. There shall be one (1) class of Membership which shall be all Owners of Lots and Parcels who shall be Class A Members. Section 2.3. Voting Rights. Each Member is entitled to one vote for each Lot or Parcel owned. When more than one person or entity is the record Owner of a Lot, the vote for such Lot shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any Lot. Except as otherwise provided by provisions of the GoverningDocuments, the afirmative vote ofthe Members having a majority of the votes represented at any duly called meeting at which a quorum of one-tenth (1/10) of the Members is present shall be the decision of the Members and shall be binding on all Members.

Amended Bylaws Holly Hills Carriage Homes Owner's Associarion Inc. Page l

Section 2.4. Voting in Person or Bv Proxy. Votes may be cast in person or by proxy. The proxy must be duly executed by or on behalf of an Owner. No proxy shall be revocable except by actual notice given by the Owner to the person presiding over the meeting. A proxy must be filed with the Secretary or other representativedesignated by the Board of Directors before the meeting begins. The Board of Directors may adopt such procedures to permit an Owner to file a proxy or ballot by electronic means pursuant to Va. Code Ann. 5 55-5 13.3. When a Lot is owned by more than one person or entity, the Association shall deem a vote by one of the named Owners or a proxy signed and filed by one of the named Owners as a binding vote or proxy appertaining to the Lot. Appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes. Unless otherwise stated therein, any proxy shall become void at the conclusion of the issue for which the proxy was provided. Section 2.5. Suspension of Voting Rights. The Board of Directors may suspend the voting rights of any Member during any period in which such Member shall be in default in the payment of assessments levied by the Association. A Member's voting rights may also be suspended after notice for a hearing for infraction of any rule and regulation or any violation of the Governing Documents. Upon payment of the delinquency or correction of the violation, the Member's voting rights shall automatically be restored.

ARTICLE I11 MEETINGS OF THE MEMBERS Section 3.1 Annual Meetings. The annual meeting of the Members shall be held prior to December 3 1 to elect Directors and transact such other business as may come before the meeting. The Board of Directors shall determine the date, time and location of the Annual Meeting. Section 3.2. Special Meetings. The President may call specialmeetings ofthe Members of the Association. The President or Secretary shall call a special meeting upon written request of a majority of the Directors, or upon written request of one-fourth (1/4) of the Members of the Association. Such written request shall state the purpose of the proposed meeting. Section 3.3. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, or a designee, at least fourteen (14) days in advance of any annual meeting but not more than sixty (60) days and at least seven (7) days in advance of any special meeting but not more than sixty (60) days. Notice may be (i) sent by first class mail to the address last appearing on the books of the Association, or supplied by such Member for notice; (ii) hand-delivered to the Member's residence; or (iii) sent by electronic transmission to the address authorized and supplied by the Member. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose of the meeting. Section 3.4. Ouorum. Except as provided otherwise in the Governing Documents, the quorum for a meeting of Members shall be the presence, in person or by proxy, of one-tenth (1110) of the Members. If the required quorum is not forthcoming at any meeting, a majority vote of the Members Amended Bylaws Holly Hills Carriage Homes Owner's Association Inc. Page 2

attending the meeting shall have the power to adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum as aforesaid is present or represented. Section 3.5. Conduct of Meetings. The President shall preside over all meetings of the Association and the Secretary or designee shall keep minutes of the meetings. The President may appoint a person to serve as parliamentarian at any meeting of the Association. Roberts's Rules of Order Newly Revised in Brief shall govern the conduct of the meetings of the Members when not in conflict with the Governing Documents or applicable law. Section 3.6. Action without a Meeting. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting in accordance with Va. Code Ann. 5 13.1841 et seq. ARTICLE IV BOARD OF DIRECTORS Section 4.1. Number. The affairs of the Association shall be managed by its Board of Directors. The Board shall consist of five (5) Directors. Section 4.2. Eligibility. Only one member of a household may serve on the Board at any one time. No Director may be elected to the Board or continue to serve on the Board if there is any financial obligation due the Association that is more than 30 days in arrears concerning the Lot or Parcel owned or occupied by the Director. No Director may be elected to the Board or continue to serve on the Board if there is a violation of the Governing Documents concerning the Lot or Parcel owned or occupied by the Director, and the violation has not been remedied in the time allowed for correction. Directors must be a Member of the Association, or the spouse of a Member residing in the household of the Member. No Director may be elected to more than two (2) consecutive terms. Section 4.3. Nominations. The Board will appoint and announce aNominating Committee at least seventy-five (75) days before the Annual Meeting. The Nominating Committee will consist of a Chairperson, who shall be a member of the Board, and two or more additional Members. The Nominating Committee will serve fiom the date of appointment until the close of the Annual Meeting. The Nominating Committee shall make as many nominations for election to the Board as it determines, in its discretion, but not fewer than the number of vacancies to be filled. All persons eligible for the Board who express an interest in serving on the Board or are recommended by another Member and consent to being nominated will be considered by the Nominating Committee. Nominations may be made fiom the floor at the Annual Meeting so long as the nominee consents to being nominated in person or in writing. Section 4.4. Elections. Directors will be elected by the largest number of all votes cast at the Annual Meeting at which a quorum is present. Election will be by eligible Members' secret written ballots. Voting shall be as set forth in Section 2.4 herein. Members will be ineligible to vote if their voting rights have been suspended and not restored pursuant to the Governing Documents. Amended Bylaws Holly Hills Carriage Homes Owner's Association Inc. Page 3

Members or their proxies may cast as many votes for each vacancy as they are entitled to exercise under the Governing Documents. Cumulative voting, i.e. casting all votes for one candidate, is prohibited. The Board will determine the form of all ballots and proxies, the deadline for returning ballots and proxies, and the date, time, and location of the election. Section 4.5. Terms of Office. A Director's term is two (2) years. A Director will serve until the Annual Meeting at which his successor is elected. It is intended that the Board of Directors shall have staggered terns. Section 4.6. Com~uensation.A Director shall not be compensated for services rendered to the Association. However upon written approval by the Board of Directors, a Director may be reimbursed for reasonable, ordinary and necessary expenses incurred in serving or acting as a Director, including reasonable expenses for education or continuing education in managing and operating a common interest community association. Section 4.7. Resignations. A Director may resign at any time by giving written notice to the President or Vice President of the Association. A resignation is effectivewhen the notice is delivered unless the notice specifies a later effective date. A Director's resignation is automatically effected if the Director becomes ineligible to serve under the Governing Documents. Section 4.8. Vacancies Occurring Between Elections. In the event of death or resignation of a Director, the remaining Directors, even if less than a quorum, will appoint a successor who will serve the remainder of that Director's term. Section 4.9. Powers and Duties. The Board of Directors shall have all of the powers and duties necessary for the administrationof the affairs of the Association and may do all such acts and things as are by applicable law or the Governing Documents required or desirable to be exercised and done by the Association. If applicable, the Board of Directors may from time to time elect to have the Association treated as a "homeowner's association" within the meaning of Section 528 of the Internal Revenue Code of 1986, as amended. In addition, the Board of Directors shall on behalf of the Association: a. Prepare and adopt an annual budget to establish the annual assessments, including sufficient amount in the annual budget to adequately fimd the reserve account.

b. Fix, levy and enforce the payment of Annual Assessments and Special Assessments to the extent permitted by the Declaration and/or Virginia law. c. Determine any grace period for payment of Assessments, fees, charges, or dues; establish a late fee and an interest rate to be charged on unpaid Assessments, fees, charges or dues, which may be changed from time to time; and accelerate unpaid Assessments, fees, charges or dues if any installment is delinquent.

Amended Bylaws Holly Hills Carriage Homes Owner's Association Inc. Page 4

d. Provide for the management, maintenance, operation,repair and replacement of the Common Areas, the improvements and facilities thereon, and other real estate or personal property as to which the Association has responsibility or which the Board of Directors determines to be in the best interests of the Association to maintain. e. Designate, hire and dismiss the contractors or personnel necessary for the management, maintenance, operation, repair and replacement of the Common Areas, the improvements and facilities thereon, and other real estate or personal property as to which the Association has responsibility, and, where appropriate, provide for the compensation of such contractors or personnel and for the purchase of equipment, supplies and material to be used by such contractors or personnel in the performance of their duties. f. Collect the Assessments, fees, charges and dues fiom the Owners, deposit the proceeds in bank depositories designated by the Board of Directors and use the proceeds to cany out the functions and administration of the Association.

g. Establish, adopt, amend and enforce rules and regulations with respect to the use of the Common Areas and with respect to such other areas of responsibility assigned to the Association in the Governing Documents or by law; for the use of the Common Areas and establish fees for the use of Common Areas (such as storage lots); provided, however, that no such rules and regulations so adopted shall be in conflict with the Governing Documents and provided h t h e r that such rules and regulations shall not be construed so as to impair in any manner the lien of any Mortgage. Rules and regulations shall be reasonably published or distributed to the Owners.

h. Open accounts in any federally insured bank or financial institution on behalf of the Association, with the permission of the Board, and designate the signatories thereon. i. Make, or contract for the making of, repairs, additions and improvements to or alterations of the Common Areas, or other areas of Association responsibility in accordance with the Governing Documents. j

Enforce by legal means the provisions of the Governing Documents and the rules and regulations promulgated pursuant thereto. Without limiting the generality of the foregoing, the Board of Directors may assess charges against any Member for any violation of the Governing Documents or rules and regulations, subject to the limitations provided in the Property Owners' Association Act (Va. Code Ann. 55-508, et seq.).

k. Obtain and carry insurance as provided in the Governing Documents, the cost of which shall be covered by assessments. 1. Pay the cost of all authorized services rendered to the Association and not billed to Owners or otherwise provided for. Amended Bylaws Holly Hills Carriage Homes Owner's Association Inc. Page 5

m. Keep books with detailed accounts ofthe receipts and expenditures af5ectingthe Association and the administrationof the Common Areas and other areas of Association responsibility. All books and records shall be kept in an accurate and organized manner.

n. Acquire, own, hold, improve, sell, lease, build upon, operate, maintain, convey, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association. o. Borrow money for the purpose of management, maintenance, operation, repair and replacement of the Common Areas, the improvements and facilities thereon, and other real estate or personal property as to which the Association has responsibility or which the Board of Directors determines to be in the best interests of the Association to maintain, and with the assent of more than two-thirds (2/3) of the Members, mortgage, pledge, deed of trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred. p. Grant permits, license and easements, under, through and over the Common area for drainage, utilities, roads, access, and other purposes which are reasonably necessary for the development and operation of the Property or as deemed by the Board of Directors to be in the best interest of the Association. q. Appoint members of the Architectural Review Board.

r. Enter into shared use andlor maintenance agreements. s. Esbblish such committees with such powers and authority as it shall fi-omtime to time deem appropriate. t. Do such other things and acts permitted by the Governing Documents and applicable law.

a. Compensation. The Board of Directors may employ for the Association a "managing agent" at a compensation to be established by the Board. The managing agent shall be a bona fide business enterprisewhich manages common interest communities. The managing agent must be able to advise the Board of Directors regarding the administrative operation of the Property and shall employ personnel knowledgeable in the areas of insurance, accounting, contract negotiation, labor relations and property management. Otherwise, the managing agent may be a full-time employee of the Association who shall organize, s M , train and administer the in-house personnel solely to manage the Property. b. Duties.The managing agent shall perform such duties and services as the Board of Directors shall direct. The Board of Directors may delegate to the managing agent all of the powers Amended Bylaws Holly Hills Carriage Homes Owner'sAssociation Inc. Pagc 6

granted to the Board of Directors by these Bylaws other than the powers set forth in Paragraphs 4.9 a, b, c, g, j, n, o, p, q, r, s and t. The managing agent shall perform the obligations, duties and services relating to the management of the Property, the rights of Mortgagees and the maintenance of reserve funds in compliance with the provisions of the Property Owner's Association Act and the Governing Documents. ARTICLE V MEETINGS OF THE BOARD OF DIRECTORS Section 5.1. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and in such place and manner as shall be determined fiom time to time by a majority of the Directors provided, however, such meetings shall be held at least quarterly during each fiscal year. Such meetings shall be open to Members to the extent required by Virginia law. Section 5.2. Special Meetings. Special meetings of the Board of Directors may be called by the President on three (3) business days' notice to each Director, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary on the written request of at least a majority of the Directors. Notice of a special meeting may be sent electronicallyor by regular mail to the address provided by the Director. Section 5.3. Waiver of Notice. Any Director may at any time, in writing, waive notice of any meeting of the Board of Directors; and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board of Directors shall constitute a waiver of notice by him of the time, place and purpose of such meeting, unless the Director at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting. If all Directors are present at any meeting of the Board of Directors, no notice shall be required and any business may be transacted at such meeting. Section 5.4. Ouorum of Board of Directors. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business; and the vote of a majority of the Directors present at a meeting at which a quorum is present shall constitute the decision of the Board of Directors. If at any meeting of the Board of Directors there shall be less than a quorurn present, those present may adjourn the meeting fiom time to time. At any such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice. Section 5.5. Conduct of Meeting. The President, or in the absence of the President, the Vice President, shall preside over all meetings of the Board of Directors; and the Secretary, or a designee shall keep a minutes book of the meetings, recording all resolutions adopted by the Board of Directors, and all transactions and proceedings occurring at such meetings. Section 5.6.

Action Without Meeting. Any action by the Board of Directors required or Amended Bylaws Holly Hills Carriage Homes Owner's Association Inc. Page 7

pennitted to be taken at any meeting may be taken without a meeting if all of the members of the Board of Directors shall individually or collectively consent in writing to such action. Any such written consent shall be filed with the minutes of the meetings of the Board of Directors. A written consent and the signing thereof may be accomplished by one or more electronic transmissions. Section 5.7. Telephone Meetings. The Board of Directors may permit any or all Directors to participate in any meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person for the meeting.

ARTICLE VI OFFICERS AND THEIR DUTIES Section6.1. Enumerationof Ofices. The officersofthe Association shall be a President, Vice President, Secretary and Treasurer, who shall at all times be members of the Board of Directors. Section 6.2. Election of Officers. The oEcers shall be elected by the Board of Directors. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Members. Section 6.3. Term. An officer of the Association shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve. Section 6.4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine. Section 6.5. Resignation and Removal. The Board may remove any officer, with cause, by a majority vote of the Board. Any officer may resign after giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or the time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Resignation by a director shall be deemed to be a resignation of any officer position held by the resigning director. Section 6.6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the oflicer he replaces. Section 6.7. Multi~leOffices. The ofices of Secretary and Treasurer may be held by the same person. No person shall simultaneouslyhold more than one of any of the other offices except in the case of any special offices.

Amended Bylaws Holly Hills Carriage Homes Owner's Association Inc. Page 8

Section 6.8. Compensation. No officer shall receive any compensation from the Association for acting as such; however, any officer may be reimbursed for actual expenses incurred as such officer upon written approval by the Board. Section 6.9.

Duties. The duties of the officers are as follows:

a. President. The President shall preside at all meetings ofthe Board of Directors; shall see that orders and resolutions ofthe Board are carried out; shall sign all leases, mortgages, deeds and other written instruments; and shall co-sign all checks and promissory notes.

b. Vice President. The Vice President shall exercise the authority of the President in his absence, or if the office of President is vacant, and shall exercise and discharge such other duties as may be required of him by the Board. c. Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the Members; keep appropriate current records showing the Members of the Association together with their addresses; and shall perform such other duties as required by the Board, or are incident to the office of Secretary of a corporation organized under the Virginia Nonstock Corporation Act. d. Treasurer. The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such h d s as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books and accounts; cause a review of the Association books to be made by a bookkeeper at the completion of each fiscal year; cause an audit or review of the Association books to be made by a public accountant when determined necessary by the Board of Directors; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the Members. ARTICLE VII OPERATION OF THE PROPERTY Section 7.1. Fiscal Year. The fiscal year of the Association shall be the calendar year unless otherwise determined by the Board of Directors. Section 7.2. Adowtion of Budget and Establishment of Assessments. The Board of Directors shall adopt a budget, which shall include any proposed capital expenditures, for each fiscal year as set forth in the Declaration and shall establish the amount of the annual assessment for every Member subject thereto. The Board of Directors shall send written notice of each annual budget and assessment amount to every Member at least fifteen (15) days in advance of adopting same. In adopting a budget, the Board of Directors shall provide for a reserve h d including a reserve for the Amended Bylaws Holly Hills Carriage Homes Owner 's Association Inc. Page 9

deductible on physical damage insurance policies. Section 7.3. Payment of Assessments. Each Owner shall pay the assessments established by the Declaration and these Bylaws. No Owner shall be liable for the payment of any part of the assessment against his Lot or Parcel and due subsequent to the date of recordation of a deed by him in fee of such Lot or Parcel to a successor Owner, except a conveyance as security for the performance of an obligation. Each Owner waives the benefit of the homestead exemption as to any assessments levied against either the Lot or Parcel or the Owner. Section 7.4. Collection of Assessments. The Board of Directors, or the Managing Agent, at the request of the Board of Directors, may take action to collect any assessments, interest and late charges due fiom any Owner. Each defaulting Owner shall also pay all costs of collection, attorneys' fees and court costs incurred in the collection of any unpaid assessment and shall also pay any expense incurred as a result of a check being returned to the Association without payment. Section 7.5. Statement of Assessment and Access to Records. In addition to complying with the requirements of Section 7.6 of these Bylaws, the Board of Directors shall promptly provide any Owner, contract purchaser, or Mortgagee so requesting the same in writing, with a written statement of the amount of the annual and any special assessments levied against a Lot or Parcel and all unpaid assessments due fiom such Owner. The Association shall keep detailed records of its operation and administration and make the same available for inspection as provided in $55-5 10 of the Virginia Code. The Association, or the Managing Agent, may impose and collect a charge, reflecting the actual cost of materials and labor, before providing copies of any books and records to a Member. Section 7.6. Disclosure Packets. In addition to providing a statement of assessments and making the Association's records available as provided in Section 7.5 of these Bylaws, the Association shall provide to the Owner of a Lot or Parcel who has contracted to sell the same, within fourteen (I 4) days of the actual receipt by the Association of a written request therefore and receipt of the appropriate fee, a disclosure packet containing all of the documents and other information required under 5 55-512 of the Virginia Code. The Association, or the Managing Agent, may charge a fee for the preparation and issuance of each disclosure packet as set forth in the Property Owners' Association Act. Section 7.7. Maintenance. Repair. Ret~lacementand Other Ex~enses.The Association shall be responsible for such maintenance, repair and replacement of the Common Areas as set forth in the Declaration.Unless otherwise determined by the Board of Directors, all repairs and replacements shall be substantiallysimilar to the original construction and installationand shall be of good quality. The method of approving payment vouchers for repairs and replacements performed by the Association shall be determined by the Board of Directors.

Amend6d Bylaws Holly Hills Carriage Homes Owner's Association Inc. Page 10

ARTICLE VIII INSURANCE Section 8.1.

General Reauirements.

a. Purchase oflnsurance.All insurance policies relating to Common Areas shall be purchased by the Association. Neither the Board of Directors nor the Managing Agent nor the Declarant shall be liable for failure to obtain any coverage required by the Declaration, by this Article VIII or for any loss or damage resulting fiom such failure if such failure is due to the unavailability of such coverages from reputable insurance companies, or if such coverage is available only at unreasonable cost.

b. Required Provisions in Policies. Each insurance policy for the Common Areas shall provide that: (1)

The insurer waive any right to claim (i) by way of subrogation against the Association and their respective lessees, and (ii) invalidity arising fiom acts of the insured;

(2)

Such policy may not be canceled, not renewed or substantially modified without at least thirty (30) days' prior written notice to the Association and the Managing Agent, and in the case of physical damage and fidelity insurance, to all Owners and Mortgagees and mortgage loan services; and

(3)

The Association shall be a named insured.

c. Insurance Companies. All policies of insurance shall be written by reputable companies licensed to do business in the Commonwealth of Virginia, and, in the case of the physical damage insurance, holding a rating of A or better by Best's Insurance Reports. Section 8.2.

Physical Damage Insurance.

a. All Risk Coverage.The Association shall obtain and maintain a policy of insurance against fire a.nd such other hazards within the meaning of "all risk" insuring the improvements to the Common Areas, including fixtures and building service equipment and personal property, naming the Association as insured for the use and benefit of all Owners in an amount equal to not less than one hundred percent (100%) of the then current replacement cost of the improvements to the Common Areas (exclusive of land, excavations, foundations and other items usually excluded fiom such coverage) such amount to be redetermined annually by the Board of Directors with the assistance of the insurance company affording such coverage. Any deductible shall not exceed the lesser of five thousand dollars ($5,000.00) or one percent (1%) of the amount of coverage and such deductible shall be considered in establishing the level of reserves.

Amended @laws Holly Hills Carriage Homes Owner 's Association Inc. Page I 1

b. Required Provisions. Such policy shall also provide, unless otherwise provided: (1)

A waiver of any right of the insurer to repair, rebuild or replace any damage or destruction if a decision is made not to do so;

(2) The following endorsements (or equivalent)if applicable and available, (i) "contingent liability fiom operation of building laws," "demolition cost," and "increased cost of construction"; (ii) "agreed amount" or its equivalent and "inflation guard"; and (iii) "steam boiler and machinery coverage" with minimum liability per accident or not less than the lesser of the insurable value of the building housing the boiler or machinery or one million dollars ($1,000.000.00); and (3)

That any "no other insurance" clause expressly excludes individual Owner's policies from its operation so that the physical damage policy purchased by the Board of Directors shall be deemed primary coverage and any individual Owner's policies shall be deemed excess coverage, and in no event shall the insurance coverage obtained and maintained by the Board of Directors hereunder provide for or be brought into contribution with insurance purchased by individual Owners or their Mortgagees, unless otherwise required by law.

c. Delivery of Policies to Mortgagees. A duplicate original of the policy of physical damage insurance, all renewals thereof, and any subpolicies or certificates and endorsements insured thereunder together with proof of payment of premiums shall be delivered by the insurer at least ten (10) days prior to the expiration of the then current policy to any Mortgagee requiring the same.

d. Prohibited Provisions. The Association shall not obtain a policy where (i) under the terms of the carrier's charter, bylaws or policy, contributions or assessments may be made against any Owner or Mortgagee or mortgage loan services or become a lien on the Properties; or (ii) by the terms of the carrier 5 charger, bylaws or policy, loss payments are contingent upon action by the carrier's board of directors, policyholders, or members; or (iii) the policy includes any limiting clauses, other than insurance conditions, which could prevent the Association fiom collecting insurance proceeds. Section 8.3. Liability Insurance. The Association shall obtain and maintain comprehensive general public liability and property damage insurance in such limits as the Board of Directors ma)fiom time to time determine, but not less than one million dollars ($1,000,000.00) for bodily injury or property damage, insuring the Association, each member ofthe Board of Directors, the Managing Agent, and each Owner against any liability to the public or to the Owners, their invitees, agents and employees, arising out of, or incident to the ownership andlor use of the Common Areas and other areas, if any, under the supervision of the Association including, to the extent applicable and available, host liquor liability, elevator collision liability, comprehensive automobile liability, contractual liability, garage keepers' liability, and bailee's liability. Such insurance shall be issued Amended Bylaws Holly Hills Carriage Homes Owner's Association Inc. Page 12

on a comprehensive liability basis and shall contain a "severability of interest" endorsement which shall preclude the insurer fiom denying liability to an Owner because of negligent acts of the Association or of another Owner. The Board of Directors shall review such limits once each year. "Umbrella" liability insurance in excess of the primary limits may also be obtained. Section 8.4.

Other Insurance. The Association shall obtain and maintain:

a. Fidelity Insurance. Fidelity coverage to protect against dishonest acts on the part of officers, directors, employees and agents, including the Managing Agent of the Association and all others who handle, or are responsible for handling funds of the Association. Such fidelity bonds shall (i) name the Association as an obligee; (ii) be written in an amount to cover the maximum funds that will be in the custody of the Association or Managing Agent at any time and in any event not less than three (3) months' aggregate assessments on all Lots and Parcels plus reserves; and (iii) contain waivers of any defense based upon the exclusion of persons who serve without compensation fkom any definition of "employee" or similar expression;

b. Worker's Compensation.Worker's compensation and employer's liability insurance if and to the extent necessary to meet the requirements of law; and

c. Other Insurance. Such other insurance as the Board of Directors may determine or as may be required fiom time to time by Owners of a majority of the Lots. Section 8.5. Separate Insurance by Owners. Each Owner shall have the right and responsibility, at his own expense, to obtain insurance for his own Lot or Parcel and improvements thereon and for his own benefit; provided, however, that no Owner shall be entitled to exercise his right to obtain such insurance coverage so as to decrease the amount which the Association, on behalf of all Owners, may realize under any insurance policy maintained by the Association or to cause any insurance coverage maintained by the Association to be brought into contribution with insurance coverage obtained by an Owner. Each Owner shall obtain liability insurance with respect to his Lot or Parcel in the amount of at least one hundred thousand dollars ($100,000.00). All such policies shall contain waivers of subrogation as against the Association and its Board of Directors, and the Managing Agent, and their respective agents and employees.No Owner shall obtain separate insurance policies in conflict with this Section 8.5. Section 8.6. Board of Directors as Agent. The Board of Directors is hereby irrevocably appointed the agent and attorney-in-fact (coupled with an interest) for each Owner, each Mortgagee, other named insureds, and their beneficiaries and anymother holder of a lien of other interest in the Property to adjust and settle all claims arising under insurance policies purchased by the Association and to execute and deliver releases upon the payment of claims and to pursue and settle all claims arising out of the taking by way of eminent domain of any of the Common Area.

Amended Bylaws Holly Hills Carriage Homes Owner's Association Inc. Page 13

ARTICLE IX COMMITTEES Section 9.1. Committees. The Board of Directors shall establish any committee which it deems necessary to carry out the affairs of the Association. In addition, the Board shall approve and adopt committee charters, including all changes and updates, which describe and govern the purpose, function and duties of each committee. The Board of Directors is authorized to appoint and remove committee members and chairs as it determines in its sole discretion. The provisions of these Bylaws which govern meetings, action without meetings, notice, waiver of notice, quorum and voting requirements of the Board shall apply to committees. Section 9.2. Architectural Review Board. The Board of Directors shall establish an Architectural Review Board ("ARB") as set forth in the Declaration, consisting of at least three persons appointed by the Board, who must be Members of the Association. ARB members shall serve for a term of one to three years as may be determined by the Board of Directors. The ARB shall meet from time to time as necessary to perform its duties.

ARTICLE X BOOKS AND RECORDS; TECHNOLOGY Section 10.1. Books and Records. The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member subject to the provisions of the Virginia Property Owners' Association Act (Va. Code Ann. 8 55-508 et seq.). The Declaration, the Articles of Incorporation and the Bylaws of the Association shall be available for inspectionby any Member at the principal office of the Association, where copies may be purchased at a reasonable cost. Section 10.2. Use of Technolom. The Association shall have the right to avail itself of new technologies, to the extent permitted by law, now or in the future, for notice, payment, signature, voting, consents or approvals required to be obtained under the Governing Documents or the Property Owner's Association Act if such use is a generally accepted business practice and is adopted by the Board of Directors in conformance with Va. Code Ann. 55-5 13.3. ARTICLE XI AMENDMENTS Section 11.1. Amendment. These Bylaws may be amended, at an annual or special meeting of the Members, by the affirmative vote of a majority of Members, present in person or by proxy, at a meeting at which a quorum of one-tenth (1110) of the Members is present. Section 11.2. Conflict. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control. Amended Bylaws Holly Hills Carriage Homes Owner's Association I ~ L Page 14

CERTIFICATION

I, the undersigned, do hereby certify that:

I am duly elected and acting Secretary of Holly Hills Carriage Home Owner's Association, Inc., a Virginia nonstock corporation and the foregoing Bylaws constitute the Amended Bylaws of the Association, as duly adopted at a meeting of the Members at which a quorum of the Members were present. The total number of votes cast forand against the amendment was 49 in favor of the against the amendment. The motion to amend was approved with 79 % amendment and 1 of the votes in person or by proxy voting in favor of the amendment.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association this

day of

&A & '

,2011.

Amended Bylaws Holly Hills Carriage Homes Owner's Association Znc. Page 15

Tax Map # See Attached Exhibit A

Prepared by and Return To: Tarley Robinson, PLC 4808 Courthouse Street, Suite 102 Williamsburg, VA 23 188

AMENDED AND RESTATED DECLARATION OF COVENANTS, RESTRICTIONS, RESERVATIONS AND EASEMENTS HOLLY HILLS CARRIAGE HOMES This AMENDED AND RESTATEDDECLARATION OF COVENANTS,RESTRICTIONS, RESERVATIONS AND EASEWNTS is made on this //*day of (8 , 2011,by HOLLYHILLSCARRIAGE HOMESOWNER'SASSOCIATION, INC., a virgGia nonstock corporation, Grantor (the "Association").

RML Corporation, a Virginia corporation (the "Declarant") subjectedcertain real WHEREAS, property to a Declaration of Covenants, Restrictions, Reservations and Easements dated March 1 1, 1999, and recorded on April 12, 1999, in the Clerk's Office of the Circuit Court of the City of Williamsbwg as Instrument Number 990459 (the "Original Declaration"); WHEREAS, the Declarant amended the Declaration by recording an Amended Declaration of Covenants, Restrictions, Reservations and Easements dated April 22, 1999 and recorded on April 28, 1999 in the Clerk's Office of the Circuit Court of the City of Williamsburg as Instrument Number 990557 to correct scrivener and typographical errors; WHEREAS,the Class B Membership of the Declarant has terminated as evidenced by the Amendment to Amended Declaration of Covenants, Restrictions, Reservations and Easementsdated November 10,2001, and recorded on December 4,200 1 in the Clerk's Office of the Circuit Court of the City of Williamsburg, Virginia as Instrurnent Number 0 11872;

WHEREAS,the Original Declaration was amended by Amendment to the Covenants, Conditions and Restrictions dated April 23,2008 and recorded April 23,2008 in the Clerk's Office of the Circuit Court of the City of Williamsburg, Virginia as Instrument Number 0 181118; WHEREAS,the Original Declaration was amended by Amendment to the Covenants, Conditions and Restrictions dated April 23,2008 and recorded April 23,2008 in the Clerk's Office of the Circuit Court of the City of Williamsburg, Virginia as Instrument Number 0 181119; WHEREAS,Section 9.2 of the Original Declaration permits the amendment of the Original Declaration with the vote of two-thirds (213) percent of the Class A Members; and WHEREAS, at a duly convened meeting the Class A Members approved amendment of the Page 1 of 25

Original Declaration as noted herein by an affirmative vote of at least two-thirds (213) of the Class A Members voting in person or by Proxy.

Now T ~ R E F O Rthe E , Association declares that all of the properties previously submitted to the Original Declaration and identified in "Exhibit A" attached hereto and made a part hereof, and identified by owner name, tax map number and brief legal description, shall be held, transferred, sold, conveyed and occupied subject to the covenants, restrictions, easements, charges and liens contained herein, which shall run with and bind the Property, as the same may be amended and supplemented fiom time to time, it being the intent of the Association to reaffirm the original submissions and amend the Original Declaration. The Original Declaration and any amendments thereto are hereby replaced in their entirety with this Amended and Restated Declaration of Covenants, Restrictions, Reservations and Easements for Holly Hills Carriage Homes. ARTICLE I GENERAL PROVISIONS Section 1.1

Definitions

"Additional Area" shall have the meaning set forth in Section 2.1 of this Declaration.

"Annual Assessment" shall have the meaning set forth in Section 4.3 of this Declaration.

"Architectural Review Board" shall have the meaning set forth in Section 5.1 of this Declaration.

"Articles" means the Articles of Incorporationof the Holly Hills Carriage Homes Owner's Association ,Inc.

"Association" means the Holly Hills Carriage Homes Owner's Association, Inc., a Virginia nonstock corporation, its successors and assigns.

"Bylaws" means the Bylaws ofthe Holly Hills Carriage Homes Owner's Association, Inc., as the same may be amended from time to time.

"Clerk's Ofice" means the Clerk's OEce ofthe Circuit Court of the City of Williamsburg, Virginia.

61.

"Common Area'' means (i) all of the red estate specificallydesignated as "Common Area" on recorded plats of the Properties, in any SupplementalDeclaration, or in any amendment to this Declaration or in any other instrument executed by Declarant and recorded in the Clerk's Office; (ii) private streets or rights-of-way, designated on recorded plats of the Properties and conveyed by deed to the Association, if any; and (iii) a11other red property and improvements or facilities now or hereafter owned by the Association which are Page 2 of 25

intended to be devoted to the common use and enjoyment of the Owners. The Common Area includes or may in the future include without limitation, open space, private parks, a lake or other water bodies, areas set aside for pedestrian andlor bicycle paths and other recreational facilities intended to be used by the Owners, which may be submitted to the provisions of this Declaration. "Declaration" means this Declaration of Covenants, Restrictions, Reservations and Easements, as the same may fiom time to time be supplemented or amended. "Declarant" means RML Corporation, a Virginia corporation. "Governing Documents" means the Articles, the Bylaws, this Declaration and any Supplemental Declarations, as the same may be amended or supplemented from time to time. "Improvement7' shall have the meaning set forth in Section 5.2 of this Declaration. "Lot" means any lot which is shown on a recorded subdivision plat of the Properties ( or any subsequently recorded subdivision plat) and on which is constructed or is to be constructed a single family, attached residence. "Member" means every person or entity who holds membership in the Association. "Owner" means the record holder, whether one or more persons or entities, of fee simple title to any Lot or Parcel, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. "Parcel" means any portion of the Properties which, when subjected to the Declaration in accordance with Article 11, has not been subdivided or created into Lots, and which is to be developed by resubdivision or creation into Lots. "Properties" means all property subjected herein to this Declaration, including, Lots, Parcels and Common Areas. "Supplemental Declaration" shall have the meaning set forth in Section 2.3 hereof. "Virginia Code" shall mean the Code of Virginia, 1950, as in effect on the first date of recordation of this Declaration, and as amended fiom time to time thereafter. Except as otherwise expressly permitted herein, if any sectionsof the Virginia Code referred to in this Declaration are hereafter repealed or recodified, each such reference shall be deemed to apply to the section of the Virginia Code that is the successor to the previous section referred to herein or, if there is no successor section, such reference shall be interpreted as if the section had not been repealed. Page 3 of 25

"Visible fiom Neighboring Property" means, with respect to any given object, that such object is or would be visible to a person six feet (6') tall, standing on any part of such neighboring property at an elevation no greater than the ground elevation of the dwelling on such property.

"Zoning Ordinance" means the ordinance adopted by the City Council of the City of Williarnsburg, Virginia, together with all other zoning ordinances, rules and regulations applicable to the Properties. If any applicable ordinance, rule or regulation in effect on the first date of recordation of this Declaration is repealed, amended or supplemented in any respect, of if any variances or waivers are subsequently granted with respect thereto, the term "Zoning Ordinance" when used in interpreting or applying this Declaration at any point in time shall mean such ordinance, rule and regulation as may have been repealed, amended, supplemented, varied or waived as of such point in time.

Section 1.2

Construction of Governing Documents.

Captions. The captions are inserted only as a matter of convenience and for reference and in no way define, limit, or describe the scope of the document in which used or any provisions thereof.

Pronouns. The use of the masculine gender shall be deemed to include the feminine and neuter genders, and the use of the singular shall be deemed to include the plural and vice versa whenever the context so required.

Severirbility. Each provision of a Governing Document is severable from every other provision, and the invalidity of any one or more provisions shall not change the meaning of, or otherwise affect, any other provision. To the extent that any provision of the Governing Documents is found to be overly broad or unenforceable and a narrower or partially enforceable construction may be given to such provision, then the narrower or partially enforceable construction shall be applied and, to the extent practicable, the provision shall be enforced.

Interpretation. When any conflict occurs among the Governing Documents, the Declaration shall control, then the Articles of Incorporation, then the Bylaws, except in those cases where the Governing Documents may be found to be in conflict with any statute, the statute shall control.

Complementarity of Governing Documents and Incorporation by Reference. The Governing Documents shall be construed together and shall be deemed to incorporate one another. Any requirements as to the content of one shall be deemed satisfied if the deficiency can be cured by reference to any of the other. Any provision of any Governing Document referenced in any other Governing Document with the intent to incorporate the provisions of the Governing Document shall be deemed incorporated Page 4 of 25

therein, as if set forth in full. f.

Applicability. The provisions of the Governing Documents, the Architectural Guidelines and any Rules and Regulations are binding on all Owners, the Owners' family members, tenants, tenant's family members guests, invitees and any occupants.

ARTICLE I1 HOLLY HILLS CARRIAGE HOMES OWNER'S' ASSOCIATION Section 2.1. Membershim Every Owner of a Lot or a Parcel shall be a Member of the Association. Membership shall be appurtenant to the Lot and shall not be separated from ownership of any Lot or Parcel. Upon the recordation of a deed to a Lot or Parcel, the membership of the selling Owner shall cease and the purchasing Owner shall become a Member of the Association. Section 2.2. Class of members hi^. The Association shall have one (1) class of voting membership with such voting rights as are set forth in the Articles of Incorporation and Bylaws. Section 2.3. Suspension of Voting Rights. The Board of Directors of the Association may suspend the voting rights of any Member subject to assessment under this Declaration during the period when any such assessment shall be delinquent. Upon payment of such assessment the voting rights of such Member shall automatically be restored. Section 2.4. Governing Documents: Virginia Provertv Owners' Association Act. Except to the extent expressly provided in this Declaration, all the rights, powers and duties of the Association and Members, including the Members7 voting rights, shall be governed by the Governing Documents. In addition to all of the rights, powers and duties of the Association provided in this Declaration, the Association shall have all of the rights, powers and duties provided in the Virginia Property Owners' Association Act, Section 55-508 et seq. of the Virginia Code, as the same may be amended from time to time. ARTICLE 111 COMMON AREA Section 3.1. Obligations of the Association. The Association, subject to the rights of the Owners set forth in this Declaration, shall be responsible for the maintenance, management, operation, repair, renovation, replacement, improvement, care and control of the Common Areas and all improvements thereon, including fixtures, personal property and equipment related thereto, and shall keep the same in good, clean and attractive condition, order and repair. The Association shall be responsible for the management, control and maintenance of all street intersection signs, direction signs, plantings, entrance features and/or "theme area," lights, sprinkler systems, stone, wood or masonry wall features and/or related landscaping installed or Page 5 of 25

planted in the Common Areas, or in any street or right of way, by the Declarant or the Association; provided such items are not maintained by the City of Williamsburg or the Virginia Department of Transportation at its expense. Section 3.2. Owners' Rights of Enjovment and Use of Common Areas. Subject to the provisions of this Declaration and any applicable Supplemental Declaration and the Articles and Bylaws, every Owner shall have a right of enjoyment in and to the Common Areas, which shall be appurtenant to and shall pass with the title to every Lot and Parcel. The Common Areas shall be used by Owners only for the purpose or purposes for which they may have been improved by Declarani or the Association and subject to any applicable restrictions in the Zoning Ordinance. Any Common Area which has not been improved for a particular use is intended to remain in its natural condition until so improved, and any use thereof by an Owner shall not damage or disturb such natural condition or the enjoyment thereof by other Owners. Section 3.3. General Limitations on Owners' Rights. The Owners' rights of enjoyment in the Common Areas shall be subject to the following: a. the right of the Association to establish reasonable rules and regulations with respect to use of the Common Areas and with respect to such other areas of Association responsibility assigned to the Association by the Declaration or by law, and to charge reasonable admission and other fees for the use of the Common Areas; b the right of the Association to suspend the rights of an Owner to use or benefit from any of the Common Areas, in accordance with Va. Code. Ann. 5 55-514 C., for the period during which any assessment, charge, fee or dues are delinquent

c. the right of the Association to suspend the right of an Owner to use or benefit from any of the Common Areas for any period during which any other violation of the Governing Documents or the rules promulgated by the Association remains uncorrected after the last date of a period established by the Board of Directors for correction by the Association; d. the right of the Association to mortgage any or all of the Common Areas as set forth in the Bylaws;

e. the right of the Association to grant permits, licenses and easements across the Common Areas as set forth in the Bylaws; f. the right of the Association to sell, lease, exchange or otherwise dispose of Common Area in accordance with the Bylaws; g. the right of the Association to dedicate or transfer all or any part of the Common Areas

to any public agency, authority or utility for such purposes and subject to such conditions Page 6 of 25

as may be desired by the Association as set forth in the Bylaws; h. the right of the Association to enter into shared maintenance agreements; and

i. all of the other easements, covenants and restrictions provided for in this Declaration applicable to the Common Areas. Section 3.4. Delegation of Use. Any Owner may delegate his right of enjoyment to the Common Area to members of his family living on his Lot or Parcel and to his guests, and he may transfer such rights to his tenants, subject to such rules and regulations and fees as may be established from time to time by the Board of Directors. a m a g e In . the event any Common Section 3.5. D Area or improvement thereon is damaged or destroyed by an Owner, his tenants, guests, licensees, agents or members of his family, the Association may repair such damage at the Owner's expense. The Association shall repair such damage in a good and workmanlike manner in conformance with the original plans and specifications of the area or improvement involved, or as the Common Area, or improvement may have been modified or altered, at the discretion of the Board of Directors. The cost of such repairs shall become a special assessment on the Lot or Parcel of such Owner and shall constitute a lien on such Owner's Lot or Parcel and be collectible in the same manner as other assessments set forth herein.

ARTICLE IV ASSESSMENTS Section 4.1. Creation of the Lien and Personal Oblirrations for Assessments. Declarant, for each Lot and Parcel owned within the Properties, covenanted in the Original Declaration and each Owner of any Lot or Parcel by acceptance of a deed, whether or not it is expressed in such deed, is deemed to covenant to pay to the Association assessments, charges, dues, and fees (collectively "Assessments") as set forth in the Governing Documents. This covenant is hereby reaffirmed. The Assessments, together with interest thereon, late charges or fees, costs of collection, attorneys' fees and court costs, shall be a continuing lien upon the Lot or Parcel against which each such Assessment is made in order to secure payment thereof and shall also be the personal obligation of the party who was the Owner of the Lot or Parcel at the time the Assessment fell due. No Owner may waive or otherwise avoid liability for the Assessments provided herein by non-use of the Common Areas, or abandonment of his Lot or Parcel. Each Assessment that is not paid when due shall bear interest at the rate established by the Board of Directors, fiom time to time, provided, that the interest rate shall not exceed eighteen percent (18%) per annum. Each Assessment that is not paid on its due date shall incur a late charge equal to the greater of five percent (5%) of the delinquent Assessment, or twenty-five dollars ($25.00) for each quarter that the Assessment is overdue, or as set by resolution of the Board of Directors, from time to time.

Page 7 of 25

Section 4.2. Purpose of Assessment. The Assessments levied by the Association shall be used for the management, maintenance, improvement, care, operation, renovation, repair and replacement of the Common Areas and improvements thereon and other property owned or acquired by the Association of whatsoever nature; for the discharge of all taxes and other levies and assessments against the Common Areas and improvements thereon and other property owned or acquired by the Association; for the procurement of insurance by the Association in accordance with the Bylaws; for the establishment of reserves with respect to the Association's obligations; for the administration of the Association; for the discharge of such other obligations as may be imposed upon or assumed by the Association pursuant to its Governing Documents; and for such other purposes as may be authorized by or pursuant to the Governing Documents or Virginia law. Section 4.3. Annual Assessments. The amount of the Annual Assessments shall be based on the annual budget adopted by the Board pursuant to the Bylaws. The Annual Assessments shall be established and increased or decreased from time to time by the Board of Directors of the Association pursuant to the Bylaws. Annual Assessments shall be fixed at a uniform rate for each Lot or Parcel. Section 4.4. Special Assessments. In addition to the Annual Assessments, the Board of Directors of the Association may levy a periodic Special Assessment if the purpose in doing so is found by the Board of Directors to be in the best interest of the Association and the proceeds of such assessment are used primarily for the maintenance and upkeep, including capital expenditures, of the Common Area. If any such Special Assessment is in an amount greater than the Annual Assessment for the same year, then no such Special Assessment shall be levied without the approval of a majority of the votes of the Class A Members who are voting in person or by proxy at a meeting duly called for this purpose at which a quorum is established; otherwise, such Special Assessment may be established by the Board of Directors of the Association without a vote of the Membership, provided, however, that any such Special Assessment may be rescinded by a majority vote of the Members attending a meeting of the Association, convened in accordance with the Bylaws within sixty (60) days after receipt of the notice of such Special Assessment. Section 4.5. Effect of Nonpayment of Assessments; Remedies of Association. The lien for the assessments provided for in this Declaration may be perfected and enforced in the manner provided in 555-5 16 of the Code of Virginia. A statement from the Association showing the balance due on any Assessment shall beprimafacie proof of the current assessment balance and the delinquency, if any, due on a particular Lot or Parcel. The Association may also bring an action at law against any Owner personally obligated to pay the same, either in the first instance or for deficiency following foreclosure, and interest, late charges, costs of collection, attorneys' fees and court costs, shall be added to the amount of such Assessment and secured by the Assessment lien.

Page 8 of 25

If an Owner is delinquent in the payment of any installment of an Assessment against a Lot or Parcel for more than thirty (30) days, the Board of Directors shall have the authority to accelerate the remaining installments upon written notice sent to the Owner by certified mail, return receipt requested, and the entire balance of the Assessment shall be due and payable. Section 4.6. SubordinationofLien to Mortgage. The lien upon each of the Lots and Parcels securing the payment of the Assessments shall have the priority set forth in $ 55-516 A of the Code of Virginia. Section 4.7. Exempt Propertv. The following property subject to this Declaration shall be exempt from the Assessments and liens created herein: (i) all properties dedicated and accepted by a public authority; and (ii) all Common Areas. Section 4.8. Annual Budget. The Board of Directors shall adopt an annual budget for each fiscal year, which budget shall provide for the annual level of assessments including provisions for reserves and physical damage insurance deductible, and an allocation of expenses. If the Board of Directors fails to adopt an annual budget, the Annual Assessments shall be based on the previous year until such time as the Board of Directors adopts an annual budget, at which time, the Annual Assessment shall be adjusted as necessary to comply with the adopted annual budget. Section 4.9. Ca~italContribution. Upon closing of the sale of any Lot or Parcel, the purchasing Owner shall pay to the Association, in addition to and not as an advance payment of Assessments, aone-time assessment equal to three (3) months' Annual Assessment applicable to the Lot or Parcel as a capital contribution which may be placed in the Association's reserve account ARTICLE V ARCHITECTURAL CONTROL Section 5.1. Architectural Review Board. The Architectural Review Board shall be appointed as set forth in the Bylaws for the purpose of reviewing and, as appropriate, approving or disapproving all Plans, hereinafter defined, submitted by Owners in accordance with this Article V. Section 5.2. Guidelines May be Established. The Architectural Review Board shall propose guidelines and standards to the Board of Directors for adoption, to be used in considering whether to approve or disapprovePlans (the "Architectural Guidelines"). The Board of Directors shall have the authority to adopt, amend and enforce the Architectural Guidelines. The Architectural Guidelines may include, without limitation, uniform standards for signage, garages and parking enclosures, clothes lines or other drying apparatus, antennae and satellite dishes, mailboxes and mailbox supports, fences and walls, storage of firewood, light, size, placement and location of structures, improvements and landscaping. The Architectural Page 9 of 25

Guidelines may provide for a reasonable review fee, the specific requirements ofthe application, plans and specifications, and the process to be used in reviewing an Application. The Architectural Guidelines may vary between Sections. Section 5.3. Plans to be Submitted. Before commencing the construction, erection or installation of any building, fence, wall, animal pen or shelter, exterior lighting, sign, mailbox or mailbox support, pool or any improvement or other structures (each of the foregoing being hereinafter referred to as an "Improvement") on any Lot or Parcel, including any site work in preparationtherefor, and before commencing any alteration, enlargement, demolition or removal of an Improvement or any portion thereof in a manner that alters the exterior appearance, including paint color, of the Improvement or of the Lot or the Parcel on which it is situated, each Owner shall submit to the Architectural Review Board a completed application on the form provided by the Architectural Review Board (the "Application"), a proposed construction schedule and at least three (3) sets of plans and specifications of the proposed construction, erection, installation, alteration, enlargement, demolition, or removal. The plans and specifications shall comply with the requirements of the Architectural Guidelines. The Architectural Review Board may, in its sole discretion, waive the requirement that any or all of the required Plans be submitted in a particular case where it determines such Plans are not necessary to properly evaluate the Application. The Architectural Review Board shall not be required to review any Plans unless and until the Application has been submitted in completed form with the proposed construction schedule, and the plans and specificationscontain dl of the required items. The Application, plans and specifications, and the proposed construction schedule must be submitted to the Architectural Review Board at the address of the Association in the same manner as notices are to be sent to the Association pursuant to Article X. Section 5.4. Consultationwith Architects, etc: Administrative Fee. In connection with the discharge of its responsibilities, the Architectural Review Board may engage or consult with architects, engineers, planners, surveyors and others. Any person seeking the approval of the Architectural Review Board agrees to pay all fees incurred by the Architectural Review Board and further agrees to pay an administrative fee to the Architectural Review Board in such amount as the Architectural Review Board may, from time to time, reasonably establish. The payment of all fees is a condition to the approval or disapproval by the Architectural Review Board of any Plans, and the commencement of review of any Plans may be conditioned upon the payment of the Architectural Review Board's estimate of such fees. Section 5.5. Avuroval of Plans. The Architectural Review Board shall not approve the Plans for any Improvement that would violate any of the provisions of this Declaration or of any Supplemental Declaration applicable thereto. In all other respects, the Architectural Review Board may exercise its sole discretion in determining whether to approve or disapprove any Plans, including, without limitation, the location of any Improvement on a Lot or Parcel. Provided the Plans are submitted in accordance with this Article and the Architectural Guidelines, the Architectural Review Board shall approve, subject to modification, disapprove or advise the Owner that the Application is incomplete, within thirty (30) days from the date of Page 10 of 25

receipt, unless professional consultationis required by the Architectural Review Board ("ARB") in order for it to provide a decision. If professional consultation is required, the ARB may have an additional fifteen (15) days from the date of receipt to provide a decision. Section 5.6. No Structures to be Constructed. etc. Without A ~ ~ r o v aNo l . Improvement shall be constructed, erected, installed or maintained on any Lot or Parcel, nor shall any Improvement be altered, enlarged, demolished or removed in a manner that alters the exterior appearance, including paint color, of the Improvement or of the Lot or the Parcel on which it is situated, unless the Application, Plans and construction schedule therefore have been approved by the Architectural Review Board. After the Application, Plans and construction schedule have been approved, all Improvements shall be constructed erected, installed, maintained, altered, enlarged, demolished or removed strictly in accordance with the approved Plans. Upon commencing the construction, erection, installation, alteration, enlargement, demolition, or removal of any Improvement, all of the work related thereto shall be carried on with reasonable diligence and dispatch and in accordance with the construction schedule approved by the Architectural Review Board. Section 5.7. Com~letionof Structures. The exterior of any new structure and the grounds related thereto must be substantially completed in accordance with the plans and specifications approved by the Architectural Review Board within twelve (12) months after construction of the same shall have commenced, except that the Architectural Review Board may grant extensions where such completion is impossible as a result of matters beyond the control of the Owner or Builder, such as strikes, casualty losses, national emergencies, or act of God. Section 5.8. Size of Structures. No residence shall be erected with less than Two Thousand (2,000) square feet of floor space exclusive of garages, rooms over garages, porches and breezeways. No structures shall be erected, altered, placed or permitted to remain on any Lot other than one (I) single-family dwelling, not to exceed three (3) stories in height. The Architectural Review Board shall have absolute discretion for approval of the height so as not to limit existing or potential views from nearby properties. Section 5.9. Fences and Walls. Any fence, wall, tree, hedge, or shrub planting shall be erected or maintained in such a manner as to not obstruct sight lines for vehicular traffic. All fences or enclosures must be approved by the Architectural Review Board as to location, material and design and shall comply with the Architectural Guidelines. Any fence or wall built on any of the Lots or Parcels shall be maintained in a proper manner so as not to detract from the value and desirability of surrounding property. Section 5.10. Drainage. The dwelling erected on any of the Lots or Parcels shall, at the time of construction, be connected to public sewer and water systems. All plans must provide for positive drainage as required by the City of Williamsburg. In the event grading and drainage do not comply with the approved plans, the Owner shall, at its expense, make all corrections or modification as required by the Architectural Review Board. In addition, the total improved area Page 11 of 25

of a Lot (driveways and buildings) shall not exceed the requirements of the City of Williamsburg in compliance with the Storm Water Recovery Statute of the Commonwealth of Virginia or its future amendments (currently 2,805 square feet), as applicable. No driveway shall be constructed or maintained to or on a Lot in such a manner to obstruct the normal drainage of the street on which said Lot fronts, and to that end, such driveway shall have either an apron or proper design, or an adequate drain pipe installed under the driveway for that purpose. Section 5.1 1. Lighting. No exterior lighting shall be directed outside the boundaries of a Lot and all exterior lighting shall be subject to the Architectural Guidelines. Section 5.12. Limitation of Liabilitv. The approval by the Architectural Review Board of any Application, and any requirement by the Architectural Review Board that the Application, plans and specifications be modified, shall not constitute a warranty or representation of the Architectural Review Board, the Association or its Board of Directors, of the adequacy, technical sufficiency or safety of the Improvements described in such Application, plans and specifications, as the same may be modified, and the Architectural Review Board, the Association and its Board of Directors, shall have no liability whatsoever for the failure of the Plans or the Improvements to comply with applicable building codes, laws and ordinances or to comply with sound engineering, architectural or construction practices. In addition, in no event shall the Architectural Review Board, the Association and its Board of Directors, have any liability whatsoever to an Owner, a contractor or any other party for any costs or damages, consequential or otherwise, that may be incurred or suffered on account of the Architectural Review Board's approval, disapproval or conditional approval of any Plans. Section 5.1 3. Other Resoonsibilities of Architectural Review Board. In addition to the responsibilities and authority provided in this Article V, the Architectural Review Board shall have such other rights, authority and responsibilities as may be provided elsewhere in this Declaration, in any Supplemental Declaration and in the Bylaws. ARTICLE VI USE OF PROPERTY Section 6.1. General. Subject to the terms and conditions of the Governing Documents, Lots shall be used only for residential purposes. Each portion of the Properties shall be used only for the purposes permitted by the applicable Zoning Ordinance, any Supplemental Declaration, and the Governing Documents. No improper, offensive, or unlawful use shall be made of the Property or any part thereof. All valid laws, zoning ordinances, 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 or the Association, whichever shall have the obligation for the upkeep of such portion of the Property and, if the Association, then the cost of such compliance shall be a common expense to be included in the annual budget.

Page 12 of 25

Section 6.2. Residential Use: Home Occuvations. All Lots and Living Units, now or hereafter created, in the Properties are designated for residential use and shall be used, improved and devoted exclusively to residential use by a Single Family, except home occupations may be pursued: (i) if permitted by the City of Williarnsburg; and (ii) if in accordancewith any rules and regulations adopted from time to time by the Board of Directors. Section 6.3. Leasing. An Owner may rentllease his dwelling unit for Single Family dwelling use only, provided: a. The Owner contacts the Association managing agent in advance of executing any rentallleasing agreement to determine if the maximum number of allowable units permitted for rentallleasing has been achieved, the Owner will not be permitted to rentllease his unit until such time as the number of rentallleased units falls below the maximum permitted number of rentallleased units.

R. The duration of the initial rentalllease agreement is for not less than twelve (12) consecutive months. c. The rentalllease agreement is in compliance with and subject to all Governing Documents and rules and regulations and Architectural Guidelines, as amended from time to time. el. A maximum of five (5) units may be rentedfleased at any time.

e. Owners must provide tenantsllessees with a current copy of the Association Governing Documents, rules and regulations md Architectural Guidelines at the Owner's expense prior to occupancy. f. RentalLease agreements will not relieve an Owner of any obligation or responsibility for the Unit as specified in the Governing Documents, rules and regulations or Architectural Guidelines. Tenantsllessees shall abide by the Governing Documents of the Association, rules and regulations and Architectural Guidelines of the Association..

g. RentalILease agreement shall include a provision providing that the failure of the tenant;lessee to comply with the terms and conditions of any of the Governing Documents and rules and regulations and Architectural Guidelines shall constitute default under the rentalllease agreement. h. The Board of Directors may, in its sole discretion, authorize an Owner to lease his dwelling unit which will cause the maximum number of five (5) leased dwelling units to be exceeded, only upon showing by the Owner of a hardship from the Board of Director's denial of the lease request. Examples of "hardship" include, but are not limited to, military transfer or ill health of the Owner preventing occupancy of the dwelling unit.

Page 13 of 25

Section 6.4. Structures. Each Lot shall contain no more than one (1) single-famiIy residence with a private garage or other accessory structure, not for habitation of any description, for the exclusive use of the occupants of such dwelling. No garage apartment or similar structure shall be permitted nor shall any structure of a temporary character such as a trailer, tent, shack, garage, barn, or other non-building be utilized on any lot as a temporary or permanent residence. Section 6.5. Vehicle Repairs. No portion of the property subjected hereto shall be used for the repair of motor vehicles. Section 6.6. operation of Vehicles. Use and storage of all vehicles and recreational equipment upon the Common Area and Lots or upon any street, public or private, adjacent hereto, shall be subject to rules promulgated by the Board of Directors as provided for herein. Motorized vehicles may only be operated on streets, driveways and in designated parking areas. No motor vehicles shall be driven on any trails, sidewalks or unpaved areas of the Common Area except those vehicles authorized by the Board of Directors to maintain, repair or improve the Common Area. Bicycles shall not be driven or ridden on unpaved areas of the Common Areas. Operators and owners of vehicles must obey all regulations posted on the property and all parking regulations adopted by the Board of Directors. All vehicles must be parked so as not to impede traffic or damage vegetation. No parking on any landscaped area or lawn is permitted. Section 6.7. Oversized and Commercial Vehicles. No commercial or oversized vehicles shall be parked or maintained on Common Area, on the street or on any Lot except within a garage, except construction vehicles or construction trailers which have been approved by the ARB. Commercial vehicles are vehicles which are designed or used for commercial applications, including, but not limited to, vehicles (i) displaying a commercial license plate; (ii) displaying markings, signage, or logos for a business; (iii) canying equipment, tools, or rubbish on the exterior of the vehicle; or (iv) having three or more axles. Oversized vehicles are vehicles which are unable to fit in a regular-size parking space. The determination by the Board of Directors that a vehicle is a commercial vehicle or oversized vehicle shall be conclusive. No boat, canoe, kayak, personal watercraft, Section 6.8. Recreationalvehicles and eaui~ment. trailer, camper, recreational vehicle, and similar vehicles or equipmentshall be parked or maintained on any street or Common Area, or on any Lot except within a garage, except in storage areas designated for such purpose by the Association for which there may be a fee. Section 6.9. Vehicle or Equipment Violations. In addition to any other remedies provided herein or in the Rules and Regulations, any vehicle or equipment parked or stored in violation of the Rules and Regulations or the Governing Documents may be towed, booted or removed by the Association at the sole expense of the owner of the vehicle or equipment. Towing, booting or removal may take place without notice if the vehicle or equipment is parked in a no parking area, blocking a street, parked in a fire lane or impeding traffic flow. Towing, booting or removal for other violations of the Rules and Regulations or Governing Documents shall require twenty-four (24) hours notice to the owner or operator. Such notice shall be accomplished by placing notice on the windshield or by tagging the vehicle or equipment. The Association shall not be liable to the owner Page 14 of 25

or operator of the vehicle or equipment for trespass, conversion or otherwise, nor shall the Association be guilty of any criminal act, by reason ofplacing the notice on the vehicle or equipment or for having the vehicle or equipment towed, booted or removed. An Affidavit by the Association stating that notice was properly given shall be conclusive that notice was proper. Section 6.10. Pets. Subject to rules and regulations as may fiom time to time be set by the Board of Directors, generally recognized house or yard pets, in reasonable numbers, may be kept and maintained on a Lot, provided such pets are not kept or maintained for commercial purposes. Pets must be kept under the control of their owner when they are outside of the Lot, and must not become a nuisance to other residents. Section 6.1 1. Clothes Drying Eaui~mentand Laundry. No clothes lines or other clothes drying apparatus shall be permitted on any Lot. No clothing or other household fabrics or laundry shall be hung in the open on any Lot fiom a clothesline or otherwise. Section 6.12. A n t e m . The following are permitted upon written approval ofthe Architectural Review Board: (i) satellite dishes designed to receive direct broadcast satellite service which are one meter or less in diameter; (ii) satellite dishes designed to receive video programming services via multi-point distribution services which are one meter or less in diameter or diagonal measurement; and (iii) antennas designed to receive television broadcast signals. Any such permitted device must be placed in the least conspicuous location on the Lot at which an acceptable quality signal can be received and in a location not visible or screened from view fiom the street or neighboring Lot(s). Section 6.13. Trash. Firewood and Storage. No Lot shall be used or maintained as a dumping ground for rubbish, garbage or other waste. All rubbish, garbage and other waste shall be kept in sanitary containers at all times, screened from public view, except when placed on or by the street for collection during any regular trash collection day. All other activities concerning firewood and trash including but not limited to the storage, collection and disposal of trash, and the storage of firewood shall be in compliance with rules set by the Board of Directors. No oil or fuel tanks or barrels of any nature shall be permitted for storage under or upon any Lot. Section 6.14. Trash Burning. Trash, leaves and other similar material shall not be burned. Section 6.15. Signs. No signs of any type shall be displayed to public view on any Lot or the Common Area without the prior written consent of the Architectural Review Board, except the following: (i) one sign which meets the Architectural Review Board guidelines for sale or rent signage; (ii) signs to indicate an installed security system; and (iii) such other signs as may be approved by the ARB. Section 6.16. Mailboxes and Newspa~erTubes. Only mailboxes and newspaper tubes meeting the Architectural Guidelines shall be permitted. Section 6.17. Rules. From time to time the Board of Directors shall have the power to adopt, amend, and repeal Rules and Regulations which restrict and regulate the use and enjoyment of the Property or any portions thereof and for such other areas of Association responsibility, which may supplement, but may not be inconsistent with, the provisions of the Governing Documents. The Page 15 of 25

Properties shall be occupied and used in compliance with the Rules and Regulations. Changesto the Rules and Regulations shall be published via print or internet prior to the effective date and, each Owner shall be provided a copy. A11 such rules and any subsequent amendments thereto shall be binding on all Owners, except where expressly provided otherwise in such rule. Section 6.18. Exceptions. In certain special circumstances, the Board of Directors may issue variances exempting a particular Lot, Parcel or Common Area from any of the provisions of this Article VI. Section 6.1 9. Maintenance of Provertv. a.

Owner Obligation. Each Owner shall keep all Lots and Parcels owned by him, and all improvements therein or thereon in good order and repair and in compliance with the Architectural Guidelines, free of debris, all in a manner and with such frequency as is acceptable to the Association and consistent with a first-quality development.

Failure to Maintain. In the event an Owner shall fail to maintain his Lot or Parcel and the Improvements situated thereon as provided herein, the Association, after notice to the Owner and approval of the Board of Directors shall have the right to enter upon such Lot or Parcel to correct such failure. All costs related to such correction shall become a special assessment upon such Lot or Parcel and as such shall be regarded as any other assessment with respect to lien rights of the Association and remedies provided herein for non-payment.

ARTICLE VII EASEMENTS Section 7.1. UtilitvEasements. Declarant has reserved, and the Association is hereby granted, perpetual easements, rights and privileges to install, maintain, repair, replace and remove poles, wires. cables, conduits, pipes, mains, pumping stations, siltation basins, tanks and other facilities, systems and equipment for the conveyanceand use of electricity, telephone service, sanitary or storm sewer, water, gas, cable television, drainage and other public conveniences or utilities, upon, in or over those portions of the Properties, including Lots, Parcels and Common Areas, as Association, its successors or assigns may consider to be reasonably necessary (the "Utility Easements"). However, after Declarant ceases to be the Owner of a Lot or Parcel, no Utility Easements shall be placed on the portion of such Lot or Parcel on which is already located a building which was either constructed by Declaant or approved by the Architectural Review Board or on which a building is to be located pursuant to Plans approved by the Architectural Review Board. The Utility Easements shall include the right of cut trees, bushes or shrubbery and such other rights as Declarant or the applicable governmental authority or utility company providing the utilities may require. The utility lines installed pursuant to the Utility Easements may be installed above or below ground, except as otherwise provided in any Supplemental Declaration. Section 7.2. Maintenance of Lots and Parcels. Declarant reserved a p e r p e d easement, right and privilege, and the Association is hereby granted the perpetual easement, right and privilege, to Page 16 of 25

enter on any Lot or Parcel, after at least five (5) days notice to the Owner thereof, for the purpose of mowing, removing, clearing, cutting or pruning underbrush, weeds or other unsightly growth, dispensing pesticides, herbicides and fertilizer and grass seed, removing trash and taking such other action as the Association may consider necessary to correct any condition which detracts from the overall beauty of the Properties or which may constitute a hazard or nuisance. The cost incurred by the Association in taking such action, including any overhead costs associated therewith, shall constitute a special assessment on the Lot or Parcel, and shall be collectible in the manner provided herein for the payment of assessments. Section 7.3. Right of Entry for Governmental Personnel. A right of entry on any Lot, Parcel and Common Area is hereby granted to law enforcement, officers and fire and rescue personnel as needed to lawfully carry out their duties, including enforcement of cleared emergency vehicles access. Section 7.4. Easement for Landscaping. Sims and Related Purposes. Declarant reserved a non-exclusive easement, and the Association is hereby granted a non-exclusive easement over all Lots, Parcels and Common Area for a distance of fifteen (15) feet behind any Lot or Parcel line which parallels, and is adjacent to, a street, whether public or private, for the purpose of erecting and maintaining street intersection signs, directional signs, temporary promotional signs, plantings, street lights, entrance features and/or '"theme areas", light. stone, wood or masonry wall features andfor relating landscaping. Exercise of this easement shall be with the consent of the Owner of the affected Lot or Parcel, or the Architectural Review Board if such Owner does not consent. Section 7.5. Easement for Encroachment. Each Lot, each Parcel and the Common Area were previously declared to have an easement over all adjoining Lots, all adjoining Parcels and the Common Area for the purpose of accommodating any encroachment due to engineering errors, errors in original construction, settlement or shifting of a building, or any other similar cause, and any encroachment due to building overhang or projection, and said easement is hereby reaffirmed. There shall be valid easements for the maintenance of said encroachments so long as they shall exist and the rights and obligations of Owners shall not be altered in any way by a said encroachment, settling, or shifting; provided, however, that in no event shall a valid easement for encroachment be created in favor of an Owner or Owners if said encroachment occurred due to the willfbl act or acts with MI knowledge of said Owners or Owner. In the event a structure on any Lot or Parcel is partially or totally destroyed, and then repaired or rebuilt, the Owners of each Lot or Parcel agree that minor unintentional encroachments over adjoining Lots shall be permitted, and that there shall be valid easements for the maintenance of said encroachments so long as they shall exist. Section 7.6. Easement for Ingress. Egsess. Develo~mentand Utilities. The Association shall have the right to grant and reserve easements and right-of-ways through, under, over, and across any portion of the Common Area, for construction purposes, for ingress and egress, and for the installation, maintenance and inspection of the lines and appurtenances for public or private water, sewer, drainage, gas, electricity, telephone and other utilities. Said easements and right-of-ways may be for the benefit of any portion of the Properties, or for the benefit of any adjacent or proximate propertyPage 17 of 25

ARTICLE VIII GENERAL PROVISIONS Section 8.1. Duration. The covenants and restrictions of this Declaration shall run with and bind the Properties for a term of thirty (30) years fiom the date this Declaration is recorded, after which time they shall be automatically extended for successive periods of ten (10) years, unless at the expiration of any such period, the covenants and restrictions are terminated by consent of the Owners of two-thirds (2/3) of the Lots and Parcels. Notwithstanding the foregoing, the provisions of Section 3.2 and Article VII shall be perpetual. Section 8.2. Amendments. Except as otherwise set forth in this Declaration, this Declaration may be amended by a vote of two-thirds (2/3) of the Class A votes. In addition, the Association shall have the right without the consent of the Owners to amend this Declaration in any respect as may be necessary or appropriate in order for this Declaration or the Properties to comply with applicable laws now or hereafter enacted or to satisfl the requirements of any Federal Mortgage Agency, including, without limitation, the Veterans Administration, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, or the U.S.Department of Housing and Urban Development, as the same may be amended from time to time, with respect to their purchase, insurance or guaranty of any loan secured by a mortgage or deed of trusts on one or more Lots, provided that written notice is given to each Owner. Any amendment to this Declaration must be made by an appropriate written instrument duly recorded in the aforesaid Clerk's Ofice. Section 8.3. Enforcement. The Association or any Owner shall have the right to enforce, by any proceeding at law or in equity, all restrictions, easements, conditions, covenants, reservations, liens and charges now or hereinafter imposed by the provisions ofthis Declaration. Without limiting the generality of the foregoing, if any Owner fails to comply with any of the provisions of this Declaration or any Supplemental Declaration and such filure continues for at least five (5) days after notice thereof is given to the Owner, then the Association may, but without any obligation to do so, take such action as it considers necessary or appropriate, including, without limitation, entering the Owner's Lot or Parcel to correct the noncompliance, provided, however, that judicial proceedings are instituted before any Improvements are subsequently altered or demolished. The costs and any attorney fees incurred in taking such action shall constitute an Assessment upon the Owner's Lot(s) andlor Parcel(s) and shall be collectible in the manner provided herein for the payment of Assessments. Section 8.4. Prouerty Owners' Association Act. The Board of Directors shall have the power, to (i) suspend an Owner's right to use facilities or services, including utility services, provided directly through the Association for nonpayment of Assessments which are more than 60 days past due, to the extent that access to the Lot through the Common Areas is not precluded and provided that such suspension shall not endanger the health, safety, or property of any Owner, tenant, or occupant and (ii) assess charges against any Owner for any violation of the Declaration or rules and regulations for which the Owner or his family members, tenants, guests, or other invitees are responsible, provided, that the Board of Directors complies with the procedure set forth in Va. Code Ann. 3 55-513, as amended. Page 18 of 25

Section 8.5. Waiver. Failure by the Association or any Owner to enforce any provision of this Declaration or any Supplemental Declaration shall in no event be deemed a waiver of the right to do so thereafter. In addition, should any person violate or attempt to violate any of said covenants, restrictions, conditions or reservations, the Association or any Owner may prosecute by aproceeding at law or in equity against the person or persons violating or attempting to violate any such covenant, restriction, condition or reservation, either to prevent him or them fkom so doing, or to recover damages or other costs for such violation. Section 8.6. Severability. Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect.

ARTICLE IX MORTGAGES Section 9.1. Notice to Board of Directors. An Owner who acquires a Lot or Parcel shall promptly notify the Board of Directors of his name and address. Any holder or beneficiary of a mortgage or deed of trust on a Lot or Parcel ("Mortgagee"), may give written notice to the Association of its name and address and the address of the Lot or Parcel to which its mortgage applies. Section 9.2. Notice of Default. Casual& or Condemnation. Upon request, the Association shall give notice to any Mortgagee of the Owner's default in paying an assessment or any other default with respect to that Mortgagee's Lot or Parcel which has not been cured within sixty (60) days of the date such assessment became due or the date the Association notified such Owner of the default, respectively. Upon written request, any Mortgagee shall be Section 9.3. Other Rinhts of Mort~a~ees. entitled to receive written notice of meetings of the Association, and all Mortgagees or their designees shall be entitled to attend meetings of the Associationand shall have the right of a member to speak at such meetings. All Mortgagees shall have the right of a member to examine the books and records of the Association. Section 9.4. Mortgagees' Aw~rovals.Unless 51% ofthe Mortgageesholding first liens on Lots and Parcels (voting on the basis of one vote for each Mortgage owned) have given their prior written approval, the Association shall not be entitled to: a.

By act or omission materially change, waive, abandon any scheme of regulations or their enforcement pertaining to the architectural design or the exterior appearance of Lots and Parcels, the maintenance of the Common Area, the upkeep of lawns and planting in the Properties; or

Change the method of determining the obligations, assessments, dues or other charges that may be levied against an Owner of a Lot or Parcel; or

Page 19 of 25

By act or omission, seek to abandon, partition, subdivide, mortgage, sell or transfer all, or substantially all of the Common Areas (except that the granting of easements for public utilities or for other public purposes consistent with the intended use of the Common Areas by the Properties shall not be deemed a transfer within the meaning of this clause); or

Use hazard insurance proceeds for losses to any portion of the Common Areas for other than the repair, replacement or reconstruction of the Common Areas; or

Undertake "self-management" or fail to employ a managing agent.

Whenever approval is required of any Mortgagee, or insurer or guarantor of any such Mortgagee under this Declaration or the Bylaws, and such party received a written request to consent to an action or to approve additions or amendments to the Declaration, the Bylaws, or the Rules and Regulations and then does not deliver or mail, by United States mail, to the requesting party a negative response within sixty (60) days of receiving such request shall be deemed to have approved the request, provided the notice was delivered by certified or registered mail "return receipt" requested. ARTICLE X DISSOLUTION OF THE ASSOCIATION The Association may be dissolved at a duly held meeting upon the afTmative vote, in person or by proxy, of at least two-thirds (213) of the Class A Members. Prior to dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be offered for dedication to the locality in which they are situated. In the event that such dedication is refbsed acceptance, upon dissolution, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization to be devoted to similar purposes.

ARTICLE XI NOTICES All notices, demands, requests and other communications required or permitted hereunder shall be in writing and shall either be delivered in person or sent by overnight express courier or by U. S. first class mail, postage prepaid. Notices to the Association or to Owners may be sent to the address which the Bylaws provide shall be used for them. All such notices, demands, requests and other communications shall be deemed to have been given when sent to the appropriate address specified above. Rejection or other refusal to accept shall not invalidate the effectiveness of any notice, demand, request or other co~nmunication.Notwithstanding the foregoing, any notice of the filing of a memorandum of assessment lien shall be sent in the manner required by Va Code Ann. 5 55-5 16 C.

Page 20 of 25

Witness the following signature and seal as of the date first above written.

HOLLY HILLS CARRIAGE HOMES OWNER'S ASSOCIATION, a Virginia nonstock corporation

COMMONWEALTH OF VIRGINIA

COUNTY OF JAMES CITY,to wit: The foregoing Declaration of Covenants, Restrictions, Reservations and Easements was ,2011, by .er~h4er*e;, acknowledged before me this / 7" day of a Virginia nonstock corpo'ration, on President of Holly Hills Camage Homes behalf of such corporation, duly authorized.

My commission expires: Notary Public notary PUMIC

cornmonwsm of wrginia

Notary ID #:

25t 593

Page 2 1 of 25

f i . AW,&l

HOLLY HlLLS CARRIAGE HOMES EXHIBIT A Owner Name

Map Number

ADAMS, CATHERINE A 583-06-00-018 ALLEN, SAMUEL HARRISON & ALLARD, DENISE M 582-06-00-061 ANTHONY, YVETTE H 583-06-00-033 582-06-00-057 ARNOLD, DAVID LEE & PAMELA JEAN ARNTSON, KIMBERLY A 582-06-00-048 SHIMEL, SHIRLEY D 582-06-00-042 583-06-00-024 BROWN, THOMAS T & SUSAN J CAMPO, JOSE A & CYNTHIA H 582-06-00-050 CANNON, ELEANOR L 583-06-00-023 CAPPElTA, PAMELA G 583-06-00-038 582-06-00-014 CAPRIO, DANIEL W & CAROLYN 8 583-06-00-035 CARTER, SCOTT W & JENNIFER D 582-06-00-003 CASH, RODNEY J CAUSBY, PAUL C & MARGARET P 582-06-00-060 CHEETHAM, PAUL F TRUSTEE UNDER THE PAUL F. CHEETHAM LlVlNG TRUST DATED SEPTEMBER 3,2004 & JANE T CHEETHAM, TRUSTEE UNDER THE JANE T. CHEETHAM LlVlNG TRUST DATED SEPTEMBER 30,2004 582-06-00-051 CLARK, LOlS E TRUSTEE OF THE REVOCABLE LlVlNG TRUST OF LOlS E CLARK DATED SEPTEMBER 10,1997 583-06-00-022 DANIELS, CHRISTEL M 582-06-00-055 582-06-00-046 DARNELL, JOHN J JR, & HELEN H DEARMON, JERRY L & BARBARA B 582-06-00-007 DO, DIEM THUY THI 582-06-00-043 DORSEY, SUSlE ANNETTE LEWIS, TRUSTEE OF THE SUSlE ANNETTE LEWIS DORSEY REVOCABLE TRUST AGREEMENT DATED APRIL 29,2002 582-06-00-045 582-06-00-056 DOYLE, HARRY N JR & JACQUELINE B EWELL, SAMUEL H 8, PATSY S TRUSTEES OF THE EWELL REVOCABLE TRUST AGREEMENT DATED JANUARY 27,2000 582-06-00-044 FALZONE, DOROTHY A TRUSTEE UNDER THE DOROTHY A FALZONE LlVlNG TRUST DATED APRIL 5,2004 582-06-00-015 FORT, HENRY PEYTON & ANNE CRUMP 582-06-00-058 GLENN, HOWARD EDWIN JR, & PHYLLIS NURNEY, TRUSTEES OF THE HOWARD GLENN, JR. AND PHYLLIS NURNEY GLENN JOINT LlVlNG TRUST DATED APRIL 15, 2009 583-06-00-01 7

Page 2 k f 25

Legal LOT 18 HOLLY HlLLS CARRIAGE HOMES LOT 61 HOLLY HlLLS CARRIAGE HOMES LOT 33 HOLLY HlLLS CARRIAGE HOMES LOT 57 HOLLY HlLLS CARRIAGE HOMES LOT 48 HOLLY HlLLS CARRIAGE HOMES LOT 42 HOLLY HlLLS CARRIAGE HOMES LOT 24 HOLLY HlLLS CARRIAGE HOMES LOT 50 HOLLY HlLLS CARRIAGE HOMES LOT 23 HOLLY HlLLS CARRIAGE HOMES LOT 38 HOLLY HILLS CARRIAGE HOMES LOT 14 HOLLY HlLLS CARRIAGE HOMES LOT 35 HOLLY HlLLS CARRIAGE HOMES LOT 3 HOLLY HlLLS CARRIAGE HOMES LOT 60 HOLLY HlLLS CARRIAGE HOMES

LOT 51 HOLLY HILLS CARRIAGE HOMES

LOT 22 HOLLY HlLLS CARRIAGE HOMES LOT 55 HOLLY HlLLS CARRIAGE HOMES LOT 46 HOLLY HlLLS CARRIAGE HOMES LOT 7 HOLLY HlLLS CARRIAGE HOMES LOT 43 HOLLY HlLLS CARRIAGE HOMES

LOT 45 HOLLY HlLLS CARRIAGE HOMES LOT 56 HOLLY HlLLS CARRIAGE HOMES

LOT 44 HOLLY HlLLS CARRIAGE HOMES

LOT 15 HOLLY HlLLS CARRIAGE HOMES LOT 58 HOLLY HlLLS CARRIAGE HOMES

LOT 17 HOLLY HlLLS CARRIAGE HOMES

HOLLY HlLLS CARRIAGE HOMES BHIBIT A Owner Name

Map Number

GRADY, JOHN A & JUDITH J GRIGSBY, ANNA M GROSS, KENNETH E & SARA A HAAG, ELLEN C HARRIS, HERBERT B & MARY ANNE HARRIS, JUDITH 6 , TRUSTEE OF THE JUDITH B. HARRIS TRUST DATED NOVEMBER 22,2006 HOLLY HILLS CARRIAGE HOMES OWNERS ASSOCIATION HOLLY HlLLS LLC BARRY, RICHARD C. LANGSTON, LAWRENCE W, & SUSAN P, TRUSTEES OF THE LAWRENCE W LANGSTON AND SUSAN P LANGSTON LIVING TRUST DATED FEBRUARY 17, 2010

Legal LOT 2 HOLLY HlLLS CARRIAGE HOMES LOT 13 HOLLY HlLLS CARRIAGE HOMES LOT 10 HOLLY HlLLS CARRIAGE HOMES LOT 12 HOLLY HlLLS CARRIAGE HOMES LOT 52 HOLLY HlLLS CARRIAGE HOMES LOT 28 HOLLY HlLLS CARRIAGE HOMES COMMON AREA PARCEL A PROFESSIONAL PARK PARCEL 2 LOT 32 HOLLY HILLS CARRIAGE HOMES

LOT 1 HOLLY HlLLS CARRIAGE HOMES

LEGERE, ROBERT A & PAMELA R, TRUSTEES UNDER THE LEGERE FAMILY LIVING TRUST DATED AUGUST 9,2002 LIVING TRUST OF CHARLES J FALLS & PEGGY K FALLS LUBRANO, DOMINICK P & NANCY J LYTIKAINEN, KATHLEEN M, TRUSTEE UNDER THE KATHLEN M LMIKAINEN LIVING TRUST DATED DECEMBER 10, 2004 BARRY, D. MARSHALL & PATRICIA P. MARGULIES, HARVEY & DORIS A, TRUSTEES UNDER THE MARGULIES TRUST, DATED FEBRUARY 19,1998 MARKOWITZ, MICHAEL P, TRUSTEE OF THE MICHAEL PAUL MARKOWITZ REVOCABLE TRUST AGREEMENT DATED JUNE 30,201 1 MCCOOL, WHITTIE J & OPAL L TRUSTEES FOR THE MCCOOL TRUST, DATED AUGUST 25,1997 MCKEAG, MARION F & THELMA D, COTRUSTEES OF THE MARION F MCKEAG TRUST DATED FEBRUARY 9,1995 AND MARION F MCKEAG AND THELMA D MCKEAG, CO-TRUSTEES OF THE THELMADMCKEAGTRUSTDATED FEBRUARY 9,1995

LOT 62 HOLLY HlLLS CARRIAGE HOMES LOT 5 HOLLY HlLLS CARRIAGE HOMES LOT 20 HOLLY HlLLS CARRIAGE HOMES

LOT 6 HOLLY HILLS CARRIAGE HOMES LOT 11 HOLLY HlLLS CARRIAGE HOMES

LOT 19 HOLLY HlLLS CARRIAGE HOMES

LOT 36 HOLLY HlLLS CARRIAGE HOMES

LOT 49 HOLLY HILLS CARRIAGE HOMES

LOT 37 HOLLY HlLLS CARRIAGE HOMES

Page 23of 25

HOLLY HlLLS CARRIAGE HOMES EXHIBIT A Owner Name

Map Number

Legal

582-06-00-053

LOT 53 HOLLY HlLLS CARRIAGE HOMES

582-06-00-040

LOT 40 HOLLY HILLS CARRIAGE HOMES

583-06-00-02 1 583-06-00-029 582-06-00-0 16 583-06-00-030 583-06-00-025

LOT 21 HOLLY HlLLS CARRIAGE HOMES LOT 29 HOLLY HlLLS CARRIAGE HOMES LOT 16 HOLLY HlLLS CARRIAGE HOMES LOT 30 HOLLY HILLS CARRIAGE HOMES LOT 25 HOLLY HlLLS CARRIAGE HOMES

582-06-00-054

LOT 54 HOLLY HlLLS CARRIAGE HOMES

583-06-00-026 582-06-00-059

LOT 26 HOLLY HlLLS CARRIAGE HOMES LOT 59 HOLLY HlLLS CARRIAGE HOMES

582-06-00-041

LOT 41 HOLLY HlLLS CARRIAGE HOMES

582-06-00-009 582-06-00-004 583-06-00-034

LOT 9 HOLLY HlLLS CARRIAGE HOMES LOT 4 HOLLY HlLLS CARRIAGE HOMES LOT 34 HOLLY HILLS CARRIAGE HOMES

VEDEN, NOEL R & LORRAINE D TRUSTEES UNDER THE VEDEN FAMILY LIVING TRUST, DATED MAY 21, 1996 WARD, JAMES P

582-06-00-047 583-06-00-027

LOT 47 HOLLY HlLLS CARRIAGE HOMES LOT 27 HOLLY HlLLS CARRIAGE HOMES

WHITCOMB, EDWARD P & CAROLINA G

582-06-00-039

LOT 39 HOLLY HlLLS CARRIAGE HOMES

MIYAMASU, MARY KEIKO, TRUSTEE OF THE MARY KEIKO MIYAMASU REVOCABLE TRUST, UNDER AGREEMENT DATED DECEMBER II , 1995 MUTTER, DAVID L & MUTTER, DAVIDA W, TRUSTEES UNDER THE MUTTER LIVING TRUST DATED AUGUST 8,2007 OLSEN, DAVID F, TRUSTEE OF THE DAVID F OLSEN REVOCABLETRUST, DATED FEBRUARY 12,1992 81OLSEN, BETTIE T, TRUSTEE OF THE BETTIE T. OLSEN REVOCABLE TRUST DATED FEBRUARY 12, 1992 PAlTERSON,JEANCTRUSTEE PHILLIPS, WILLIAM L & LORRIANE T PULLEY, ELIZABETH R RECZKIEWICZ, KENNETH M & JANET A KRASCHE, ROBERT L. & ELIZABETH M., TRUSTEES OF THE KRASCHE LIVING TRUST.DATED OCTOBER 8,1999 ROBY, SHIRLEY G, TRUSTEE OF THE SHIRLEY G ROBY REVOCABLE TRUST AGREEMENT, DATED SEPTEMBER 21, 2005 ROSCH, JEFFREY M & PATRICIA A ROSS, CARL S, M.D. & MARIAN M TRUSTEES OF THE CARL S ROSS, M.D. AND MARIAN M ROSS REVOCABLE TRUST DATED JANUARY 26,2006 STANTON, JULIANNE, TRUSTEE UNDER THE PROVISIONS OF A TRUST AGREEMENT DATED AUGUST 20,1997 THARRINGTON, AGNES M TORRES, SANDRA LUZ

Page 2Yof 25

HOLLY HILLS CARRIAGE HOMES EXHIBIT A Owner Name

Map Number

Legal

WOODROW, IAN ZIRKLE, WARREN E & SUE S

583-06-00-031 582-06-00-008

LOT 31 HOLLY HILLS CARRIAGE HOMES LOT 8 HOLLY HILLS CARRIAGE HOMES

STATETAX

$ m Bmy 8. WOOWM;E, $

Page 25of 25

--C

CLERK

HOLLY HILLS CARRIAGE HOMES OWNER9$ASSOCIATION

RULES AND REGULATIONS &

Architectural Control Policies I C ?AAC r s r c u l v r . nn nrmrTu ~ 12, LVVJ -r---

Table of Contents SECTION

Definitions

SECTION

Naisa-

Land Use

Residential Use

Leasing and Rental Limitations

Animals

Vehicles

Parking

Landscaping

lmprovemwts

Tempaary Stluctines and Accessory Buildings

Fences and Walls

Wood Decks, Porches, a d Stops

lighting

Anteana and Utilities

Clothes hying Equipment and Laundry

Mailboxes and Newspaper Tubes

Trash, Firewocct, and Storage

Obstruction of and Dumping on Gonunon l&mas

Right of Enby

Architectural Control

SECTION

each Owner with a concise and complete The purpose of the Rules and Regulations is to understanding of the larid use ckss~cations,p e d uses, and &ons as ~mvidedfor in the governing documen~sof the Association Each h e r was pmv&d d a copy of ubese docurnents ~riorto closing. 'Ihese Rules and Regulations are a cdmkahn of the donrments and R a h and Regulations adopted bythe Board of Dimton.

Nuisances - (Ardcle W Secdon 7.la)

Mo noxious or offensive anivity shall be canied on upon any IOG nor shall anyhing be done thereon which mybe or maybecome an annoor nuisance to any adjoining Lot orthe neighborhood

Land Use- (Anide W Section 7.lb) None of the real pmpeaywhich is or shall become subject to the pmvis'i of the DecHtation shall be subdivided or rezoned without the prior written Consem of the A d i t e d Review Board ?he subdivision, site plan, and landscape plan of rhe said property and any changes to the present zoning of the said proptyshall be subject to the pnbr approval of the Ad&xmrdReviewBoard.

Residential Use - (&le

W %&on 7.14

All Lots and U h , now or he&

c m d , in the Propemes are designated for m u use and shall be used,improved and devoted exclusivelyto residmtd use bya Smgle F*, except horn o c ~ m may be purmed: @ if p a d t e d by the Gty of lX4lhmh and (3 if m accordance with any Nles adopted officdtybythe Association Leasing and R e d Lhitations - (Article VII Section 7.14 1. An k r shatl be &wed to lease &/her Unir to a Single Fmdyprovided such lease shall be in w h b g and subject to aU the provisions of the Governing D m . Any&f by a lessee to complywiththe terms of the %emkg Documents may consdhde a default under the lease. 2. k i n g and renting will n a relieve the Owner of rhe p m p q o f their responsibiliqrto adhere to all Association Rules and Reghiom. Renting tenants must abide by the same nrles as Owners witbin the Ho$Hitfs Gniage Homes propew. Omen will p v i d e a copy of the H O ~ Associaion's governing docmmts to thejr tenants at Owner's expense. A nrmdrmunof six (6)

Lors can be rented at one time. 3. Leases shall not be for less thand v e (12) ~mldbsof duntion. A copy of the signed lease mt be on file at tfie nranagingagents' oÂŁficeprior to occupcy.

1. Subject to rules as may k set by the A s d o n , gen& recopkd house or yard pets, in reasonable n& d not exceed four (4) &, may be kept arad maintained on a Lot, p d e d such pets are not kept or Ilginratned for commmialpurposes.

2. Any such pet w i n g or mating a nuisance or measonable clhdmce or noise may be pemmedy removed from the submined tand upon ten days wrhten no& horn the Board of Directo~s. 3. No stcucture for the care, housing, or confinement of any pet shall be maintained so as to be visible frum neigih* pqeny.

4. No pet may be walked in another homeownefs yard Pes shatl not be p e d upon the Common Area d s s accompaoied by someone who can c o m i the pet and unless &d or leashed 5.

A1I pets must be kept under the contml of their Owner when they are outside of the Lot Pet OWIS and guests ~IE respomible for cleaning up immediately after all animak droppings in any Comtnon Area of the c o b .

Vehicles - (Ankle V1I Section 7.Q

1. Homeowners dnot &boats, mtor homes, d n ,or any other pecrdonal vehicles in the dxiveways or smets of the c o d . &rneoamefs g u m my+the above vehicles in the w m m d y o n a space available basis for a maximum of forty eight (48) hours, one time within a ninetydaypedod 2. No portion of the property subjected hereto shall be used for the repair of mtor vehicles. Use and storage of d vehicles and recrea6onal quipment upon the Common A m and Lots or upon any street, public or private, adjacent hem shallbe subject to &I pn,& by the B o d of Direct~rs.Under no ckumtances will the vehides mentioned above be allowed in the conmmkyfor more dmnfoayeight (48) hows. 3. An rmtorvehicles, i n c w but not limitedto, mil bikes, mtoqcles, and and buggies shatl be driven odyupon paved p ~ o ofntbe streets. No motor vehicles shall be driven on pathways or in the Common Area, except such vehicles as are a u i h o d by the Association as s e d d to maintain, E+, or to improve the G m n Area ?his prohibition shd not applyto n o d vebidaruse of designated meets and h e s wnsrmcred on Common Area No skateboading will be pen&& on any Common Area or on ;my+lic thoroughfare within the

corn.

4. Vehicles that arewithintheHoIiyHills Chiage

Ek~~omesPmpetymust+lay crnrent license p h , citystickers and inspection sticke~s.The vehicles must be in operable condidon Failure to mainrainthe vehicle to d x x stan& is gmsnck.forto%ng at rhe Ownefs expense. One padring violation tzg wiil be placed on your vehicle prior to tawing with a three-day tinme fiamehr comction

5. No r m k r w n x shatf be performed on anyvebic1e that shall be visible for more than a twenty four hourcontiauousperiod If the wok cannot be c o q M within twentyfour horn of hitiation,it will not be pennked

6. No Owner shall cause or allow arrytoxic wastes or other matend which would be h m f dto the envj,nmemwithinordmutthe boundaries of this comnnmityto be discharged inro the mm drains or upon any Lot or Common Area within.

from b e i i 7. Vehicles tlmt have leakage of any envhvmnt.ny& chemical are stored orparked anywlaere on the premises uIlt3 such time that they are repaired and fmof envjronmed cordaminant leak.

8. Any leakage of haza&us rnateds from a&1e on the pmptyby a r e s k or guest is the responsibdiyof the vehicle owner. The cleanup must be compled in a manor consistent wiuh the natmc of tbe material and ocunder any and all applicablep d that ~ d i e such c+. .If the vehicle owner fails to act promptlyor consistently with enviranmellcai stuxbrds, the^ the Association may exercise discretior&uy ado* to act in presenring the commu&y's ewironmenfalleg4 and financial interests. Any such action taken by the Associationd lnot r e h p k h the responsibiks of the v&de owner and will be done so wirh the explicii e~pectation of recovering all experises incuned~latedto the incident

patkine - (Aside VII Section 7.lf2) 1. Parking of all recreational v e W s and conmenial vehicles in size excess of 34 ton tmds and related equipmem shall be m garages. Any exceptiom must have prior written appmvalfmm the Board of Directo~~. 2. Purmant to Rules ~LKJReguL&om pmmdgaed by the Architecnnal Review Board, passenger or ~ v e ~ s s u c h a s v a n s ~ d o n o t d i n < a e o%tontruck,whichareusedfor fal coinmercd purposes bythe hkmbers shall be p e a m disphycormnerd signage, however, any vehicle disphpg the above must be ganged and not left in rhe driveway or streets in the commmiy No eqtipmm shallbe visible or displayed outside of saidvebicle.

along cud^^ and m fro~ltof d m a ddenge for those who attempt to maneuver in or out of designared areas adjacent to or across fromthose no~~desipted areas. To help LEZEZS, all vehides m the wnrmunhyshodd be patkedfacing the flowof&andnotagainstit ~cdngtheeaseofaccessfordourm~andgueststo and fromthe c o e i s a kgkima.goal of the Associarion

3. The narmwness of the s m t s nukes pa&&

4. Parlnng dong curbing in front of sidewalks or &xes may bbck access of handicapped residents and guests w hornes or mail errices This coukl present considelable i n c o d and htmtioris for those denied even pardal access. At no dme should cats be bbcking pedesnj,walkwaysmthew~.

5. Pa&ing in n o n - s i t e d areas has a disorderly appearance and is therefore unappealing and ~11weIcome. A community& is aesthetica&pbii and oxkdywould seeminglybe one be= protected in propertyv k ford its &dents.

6. It is critkdy importantthat emetgmq vehiJes and personnel have ulloaccess to the cormrmnity. Vehkles parked in non-designated ~ad$ngams pose a signdicant threat to emagencyaccess and are pmhibited

7. In commnnities such as HollyHills, there are often pedmmm and children at playthmcrghout the day 'I& anmng ,odrer reasom, is why we have posted speed ihnits. However, vehicles left in non-desigoated pa&ng areas may create addkknal blind spots for motorists and should be considered safetyhaz;uds to children and pedesacians. While it may not be possbk to eliminate all motorist biind spots m the community, it is k & w prevent vehicles in now desigrrated areas from mating additional ones by prohibiting such &. We should atways be rrdndfuof the safetyof the communitfs children and

For &e reasons stated above, vehicles left urtattended or parked at any time for mons. thanthirty m i m t e s in am area of the comunmit~ that has been designated a nompadchg area is subiect ta assessments and/or being towed at & expense of the OAT. One g d h g Golation tag &i be ll placed on yourvehick prior to towing with a the-day h e fmme f o r c o m c t i o n ~ ~ m o d Residents can be a men do us help in preventing this kind of violation bysniving to be aware of whm their household members and guests park and sxmphasize & & to &em Being aware of pdmg rules and re,.ulatiom is m everyresklent's best interest,especia.Uythosewho may be affected by tbk policy. Landscapkg- (Ardck Vm Secdon 82) ?he s e b n of pknt materialmust be complimntayto or in the same vernacular as the design theme established for each residence. Luge mulched areas with n b i d plantings will not be pemdtted except in e k i n g heavily d d ares. 1. Guidelines for minlmrm plant m a t e d sizes requad is as follows: ShadeTrees

2 $5" to 3" caliper

Evergreen T r d ' to 6' height

o m and addkions to landscaping shall be submiaed fm to the A x h i r e d Review Board for review.

2. All m 3.

If an Owner begins mo-DS

or additom without h i obtainiog w r i approval ~ of p h , Wshe does so at his/& own risk If the h e r fails to submit an application or iâ&#x201A;Ź the application is denied or nxdifd, he/& will be respo&le for & cost of ~mvhg or altering theexrerior change plus aU wsts of anylitigation.

4. Any approved mod&a&ns or addkbns to ladscaping in the from of the homes or any area

considered a Common Area for maimenance would W@R the unit Owner mtalb&modi@g such landscaping to maintain these areas outside of the C o m n Area maintenance conaact at &/her expense.

5. Nom~o~~~or&omtohds~thatimpactthedraJnageonyourpmpeayorthose sutrounding pur property will be pennirted No ad&onal+ mdy.be instaUed which has an adverse effect on neighboring pmperty. 6. No bushes or weeds should be visible above or promding from any part of a resident's fenced

backyard 7. Each OPYner shall be required to keep d shrubs, trees, grass, and p l a n k of every kind located on &/herlot and in the fenced areas of hisher horn, ne&aimmed, pm&&ted, and frae of twh, weeds, and other unsjghttymateriaL 8. D e c h t merves the perpadnl;ht easemeq light and privilege, and the Associadon is granted the ppetual easeright and prrmlege,to enter on anyLot or ParceI, after at least five (5) days notice to the Owner thereof, for the purpose of mowing, remving, clearing, ndeiog or pJning ~~nded~rnh, weeds or other growth, dispensing pe&s, he&& and f&r and gms seed, removing aash and taking such other action as the Declaratlt or the Asso&n may consider necessary to coma any condition which distracts from the m e d beauty of the PmpeIties or wfuich may constitute a hamd or nuimnce. The cost costby the Association in raldrtg such action, (includingmy overhead costs associated tberewirh)), shall constitute a special assessma on the Lot or P d and shall be c o m l e inthe m e r provided herein for the FQymwt of assesmznts.

migw

No Improvement shall be commcted, erected, instdd, or maintainedon a y h t or Pml, nor shall any hprowmm; be altered, euhged, demokhd or removed in a manner that &IS the exterior appearance, {mldng paint color), of the Impmvement or of the Lot or Parcel on which k is situated, & an AppIicaion for Architectd Ctmoge, Plans, and C o d o n Schedule thereof have been appmved bythe i k b e c t u r a l Rwiew Board After the Application, Plans, and Consttuction Schedulethereof have been approved, all Impmvements s i U be w& e& instafled, maintained, altered, enlarged, dewkhed or removed strictly in accodance wirh the appmed P h . Upon comamcing tbe comttuction, erection, i m d a b n , &liltion, edaqmenr, demokcion or m a 1 of an Irnpmvemen~all of the work related thereto shall be canied on whh reasonable djligence and dispatch andm inodmcewiththe c o d n schedule approved bythe AtrhitedReviewhard.

Each O w n e r a keep all Lots: and Pmek owned by hidher, and all impmvemats therein or thereon, in good order and repair, h e of debris, all in a m e r and with such frequency as is acceptable to the Assocjation and consistentda fnst-qualitydevelopment

Norepa;Sofanykindthatnmreriallyalterthedesignorappamceof anybwldingorsmcnmonthe premises will be permkd whhout prior approval of the A d k m d Review Board or Board of D i r s . Any re+ tharconfom to the o r i g g design or aprequire no prior consem

In the event an Owner shall fail to maimain hisher Lot or Parcel and the impmvements thereon, the Assochion, after notice to the Owner and approvalof the Board of Direshall have the right to enter upon such Lot or Parcel to coma such failure. AU costs related to such conection sha.Ubecome a specid assessment upon such Lot or P d and as such shallbe regardedas any other assessment with mpct to lien+hts of d~ Association ad re& provided heremfor non-payment

Ternwmy StTuctures and Accessory Buildkm - (Article W Section7.14 No garape a p t m e n t or sknh stnrcture shall be pe&d nor shall any ~ r m c wof a t e m p o q character such as a uaikr, tent, sm& gmge, barn or other ombe d k e d on any Lot as a impraryor pananem residence. Accessory bulldings shall not mate a breacfi of privacybetween n e i g h & g houses, nor shall theya v i d nuisance to neighboriog houses. No accesso~ybdding m y be consuucted in a front yard or extend bqond the rnjnimmsetbackre+nt esabhhed for such structures as defined bythe Otyof wiEamsbur& Zoning Ordinance. %der no cirmmmces shall an accessory bddmg be Iocated any closer than ten (10) feet from the side or rear property lines. When an accessory building encroaches into the side or rear setbacks established for the house proper, landscape scree* as approp* by the ArcReview Board s M be requir;ed Serrice of refuse facilitk, storage sheds or similar sttuctures shal not be permitted to be located on the Lot forward of the front face of the house proper.

Portable Stoolge Corkaitx~s(POD) to the Archireaural Requests for Portable Storage Contaiw~s@OD)must be submitted in Review Board for review prior to the owner conbaaing .s& If a p v e d , the c o k r nust & in the drivewayat an drnes and in no circurnnance will containe~sbe &wed to remain on site for more than fomteen (14) days. The Lot Owner and not the conuactor dbe held mpmible for any damage rbat migh ocnunanspo+ the co&wirhin the confines of the m m .

Two types of doors have been appmved by the D e k t for use in the connmtnity and re+ approvals.

A "fullview* mintenupted gglass door is approved for use. ?he color of tlae h n e of the stonn door shall match the exlning trim to &hit is attached or be a color to match door and/or shutters. As an akemadve, a "fuIi h g t P wooden lowered door can be jnstalled and painted &t exk&goim/shuners.

satne

as the

Fences a d Watls - ( W e VI I Section 7.ln)

. .

1. All walls, trees,hedges, or shrub plantjngs shaIl be erected or mmamed in such a nraDner as to not obsuuct sight Iines for vehicular traffic. AU fences or encIosures must be approved by the Arc&& Review Board as .to location, mz&J and design, Any fence or wall buik on any of . *& h x s sr Farrek s!d! be din a - m e r marmer so as not to detract fromthe value and

chin& of smundmg property. AN of the above items are discouraged and shall not be permutedwithin the conmnmity. 2 Any walls consaucted on i n d i a lots must be mGmined by the indivimPal lot owner and not the associadon 3. The preferred method to fence in rear yrrl to help contain a pet should be of the unde'ground "invisible fen+$ type ody. AUixdkd fencing must be mditltzined by the homeowner and not intedex with the everydaymaintenance of the Lot Fencing must begin at the rear comers of the house, and extend as nearlyas possible, stm.i& backm the p r o p e n y ~only. No fencing wiU be dowed on the side or from of anyLot

Wood Decks, Po~hes.and Steps - (Ankle 6.10 Section 721) Site smcture.~ above ground consrmcted primady of wood may inchde rhe following acceptable materds: .40 CCA pressure-mad southern yellaw pine (&hed, clear fm& or mined), &mod, cedar, or cypw (clear or stain fin&@.

Above p u n d mucams may be conwated wood products axt not pe&d

on rnasonryfoundation or on tmted wood p s ~&mote .

Steps viewed from the front of the house shall have closed &IS. D&, patios, or porches are recommended not to encroach hao setback. In the event that e n c r o ~ c h ist proposed, landscape screening as d e e d appropiare by t k Architenural Review Board shall be required between the pmpertyh a d the encroachment

No exterior lightkg shall be directed outside the h e subject to such other nJes as adopted bythe h i a t i o n .

of a Lot and all exterior lighting shall be

Site lighting sball gene* be limited u, indirect or "absolute cutoff' type &&q AU .lamps or light somes within a f i ,including house dfh&&s, shall & shielded from ordinary field of view. The only exception to this is that d r post lamp, low imenshylandscape lights, and decontive cafi-iage lights m u d on the house are permitted Such ornamental fixhlre shall be compatibk in style, m a d , and placement with the zachkem of the residence. Onlyl$m dshielded light sources will be permittedat garage doorareas. Antenna and LJtjliaies- (MAVII Seaion 7-19

Subject to Iules as may from tirne to the be adopted by rhe Amciation, exterior television and d o amma are pmhibkd, except as appmved in writing by the heReReviBoard 1. AUsateltite&hesmustbe~8"orlessandplacedontherrarha3fofthesideoftheb~under the eaves which permits good reception (southwest). If this is not possible the dish maybe p k d on the flat part of the roof of the buildq near the center so as not to be visible from the smet Before jmcdation, a suhable apphrion and sketch must be submitted and approved by the PUTF~ZA Fe-.%w& o r

2. All utility senrice lines and facilities located on any Lot shall be instaled undexpund by the Ownel3 of such hi2

Generabr Guidelines

To insure the privacy of each homeowner and preserve the mqdity of the cormnunity, the fo1Iowing guidelines and standards wiil be effective Febrwy 15,2005. 1. Attempt to p h a s e a gen~torwirhas low a noise z&g as possible, preferablyMow 65 db. 2. P h consider runujng the generator only between the hours of 7:M) am to 1DM) p m Tbis should allow you to bring the teqemture inside pur home to a reasonably comfoaable level chningthedayandu,r u n p ~ ~ e m r e n o u g h t r , ~ a s a f e ~ f o r y o u r s t o ~ f d .

3. P k p h the generator in an area refera ably out of view and as far removed from your neighbor as possible. Also, consider the use of sound w n r igbarriers such as bushes or c o m m e d y avdable ins* material

Clothes Dgbg EauipmentandLaundry- (Ankle W Section7.lh) No clothes^ or other clothes mying a p p m m shall be pe&d on any Lot No clothing or other household fabrics or laundryshallbe hung mthe open on any Lot from a clothesline or otherwise.

1. Onty one For Sale or For Rent sip shd be &wed per Lot for the &&tion of the Fk br or Lot Owner. Approved sigm (*don page 20) can be purchased and installedby Wright Signs (757-566-8329) at a cost to the Lot Owner or Redtor.

2. No ac!&iomI signage is p e h d to be atmhed tr, the For Sale sign or posted on the Lot or house. No addkk~lalriders of any qpe are permiaed except an "OPEN HOUSE" la card as described on page 20 of this h n t The Open House r i c h w;ILbe of the Association's s~andarddesign and colon. These Open House riders will be pem7itted to be mded ro the above described Assodacion provided For Sale or For Rent signs only for the a d period of &e that the Open House is onping. The signs are adable by contactjng W& S i of Toano at a cost m the Lot Owner or F k b r .

Mailboxes aad NewspperTlnbes - (A&& W Secdon7.lm) 1. Onty nailboxes and newppertubes meeting &e

&& stan&

of the Archcrurat Review

Boatd shall be permined 2. Brass house numben (2 inches ,&I +ht side of the newspaper tube.

"TmRam" M a c e ) must be displayed on the left and

3. Mdbox, post, and bracket musr. be painted using a Benjamin Moore, Essex Green, # 110436 n d a or i at V i i Paint Company. Primer should be appIied r . .s equivalent and is &le

before pmtmg.

4. n/lulboxsize shall be UP. P o d size # 1%installed acceding to US.Postal spedfications. 5. &failboxes shall be locared within fwe (5) feet of uhe driveway toward the center of the front propewIine and within h e (3) feet of the roadpavement

6. Seasonaldeco&~~on n d b x e s are acceptabk.

Tmsh. F k d and Storage - (hick VII Se&n 7.lj, 7.1g 1. No Lot shall be used or maintained as a dumping ground for Iubbish, garbage or other waste. All garbage, rubbish, and waste shall be kept in s a n i ~ u ycontainers at all times, sc~enedfiom public view, except when placed on or by the street for collection durjng any E& cokction

&r. 2. The owner or occuplnt of each b t shall &~LU II at least one and not more than two z&gallon refuse containe1~ not we* wer 70 pounds inchading contents, each with pmpedy fatiog lids

for each lot. 3. Tmhwill mt be put cubside in plastic bags under anyc-. 4.

All

other arrivides concerning fkmwd, lawn and &uden equipment, and storage of ~ e k o uitems s m b e screened fromdlic view and not uresent an mi&&, " ,. offensive or detrimental appearance to adjacent &within the c o d . Aii omside s w q e f a c i mustbe incornpiiancewitfianyrules s e t b y t h e A d i i t e d R e v i e ~ ~ ~ N o o d o r f u e l & or barrels of&rratut7: sh& b e - p m k df&stolage under orupon a n y h

5. Trash, leaves, and other s k i l a x material shall not be burned d o u t the wnicten consent of the Asscckba --

Obstructiono f a d Dumping on Common Areas - (hie 6.10 Secdon 7.7) No person shall o b n any of the Common Area or otherwise jmpede the rightful access of any person lard upon which such person has the right to k. on a n y p ~ ofn the sub& person s l d pEace or dump or cause to be p M or durnped anytrash, debris, or other material of any kindin anyCommonAreawithout& appmvalof theBoardofDkcton.No Ovmerorhertban Declaranr shall have rhe right to consrmct or alter improve11.lents m the C o m n Area except with the prior appmval of the Board of Dktors.

is grantedto law enforcement officers and fire and A right of entryon anylot, Pard, and Common rescue p e r s o d as needed to 1awfuy.canyouttheir duties, inchdug enfonement of deared e m q e n q vehicle access.

No improvement shall be c o m c t e d , erected, installed, or maintained on any Lot or Parcel, nor shall any improvement be altered, enl;uged, demolished, or removed in a manner that alters the exterior appearance, mc1+ paint color, of tbe improvement or of the Lot or che Parcel on which it is situated, until an application, plans, and construction schedule for an architectural change have been received and approved by the Architectural Rwiew B o d The Architecml Review Board is authorized to review and determine m its sole discredon whether to approve or disapprove any plans, inchding, without htnh.&n, the location of any improvement on a Lot or Parcel. T&e A r c h i t e d Review Board shall approve, subject to modificaijon, or disapprove any plans within &hy (30) days from the date of receipt for the application and plans. Should no acdon be taken by the Architenural Review B o d within thuty (30) days the pkns shall be deemd to be approved After the application, plans, and construction schedule have been approved by the A r c h i t e d Review Board, aU ;.Pmvemernts shall be consaucred, erected, installed, &ed, altered, e k e d , demolished, or removed strictly in acconlance with the approved plans and construction schedule. On small projects, a niaety (90) day time limit to complete the project is established. On larger projects (scleen porches, m o m s , etc.) completion time is increased to twelve (12) months from the approval date unless an excephn is granted in writing by the Review Board. Approved requests will be valid for onlytweve (12) m h from the date of approval.

If an Owner begins alteradom whhom first obtaining mitten approval of p h , he/& does so at &/her own 6sk If the Owner fails to submit an app!k&on or if the application is denied or modified, he/sbe d be responsible for the cost of removing or altering the exterior change plus all costs of any litgation. The A r c h i t e d Review Board, may, in its discretion, establish guidelines and standards to be used in considering whether u, approve or disappmve plans. Such guidelines map include, without limitation, uniform standards for signage, garages and parkkg enclosures, clotheslines or other drying appatatus, antennae and s a t e k dishes, mailboxes and mailbox supports, fences and wds, storage of firewood, lighting, and size, placement, and locarion of structures, improvements, and landscaping.

will be in In accodamx whh lheVuginia PropenyOwnexs Assocjation Act, all e n f o x e m accordance d Sations 55-513, 55-514, 55-515 and 55516 of the Act and will be inidated by the Associadon Board of D h 1 s after fim endeavoring to resolve the pb1em (1" No&) d o a raldog fmkraction

Should aviolation be found the foilowingdbe the proceche forenfo~ement:

1. hwrto the Owner stating& n a a of the problem and a deadline u,coma the problem. 2. If the pmblem remains m m a e d , a second notice will be sent to the Owner with another

deadline to correct the problem. 3. On the third inspection, a letter will be sent to the Owner callmg bitn/her to a baing for noncompliancewith the Governing Documents and or the Rules and Rephorn. m seven C1) days. Should h e 4. Once the hearing is held, the decision will be d d to the Board fjnd the Owner in noncoq& assessments d be I s i d against ttae Owner of the pmpeny and shall not be limited to the V e or to the associarim caused by the violadon, but shaIl not exceed fifty d o h for a offense or ten d o h per day for any offense of a continuing mnm shall not be assessed for a p e a exceeding ninety*.

5. Once the assessments have been levied, standard collection procedures take effect.

Anicle VII, Section 7.1 r of the Declarations of Covenants, Resnictions, Reservations and Easements of HolkyHills Caniage Homesn allows the Board of Directorj to implement the above Rules &Regulations. These Rules and Replatiom and A r c h i t e d Control Policies were adopted and recorded in the minutes of the b a r d of Directors meeting held on the 9' day of Much 2005 and will be effective on Apd 15,2005. Copies of these Rules and lh&tions and Architectural G n m l Policies will be distlibutedto each homeowner on record and will be included in all future disclosure p a c k s .

Holly HiUs Carriage Homes Owner's Association, Inc.

Resolution #2008-002 (Amended 04/2012)

Collection Policy for Delinquent Accounts Holly Hills Carriage Homes Owner's Association, Inc. WHEREAS the Board of Directors of the Association is charged with the responsibility of collecting assessments for common expenses from homeowners piirsuant to Section IV of the Amended and Restated Declaration of Covenants, Restrictions, Reservations and Easements, dated August 17,2011 of Holly Hius Carriage Homes. WHEREAS from time to time homeowners become delinquent in their payments of these assessments and fail to respond to the demands from the Board of Directors to bring their accounts current; and WHEREAS the Board of Directors deems it to be in the best interests of the Association to adopt a uniform and systematic procedure for dealing with delinquent accounts in a timely uniform manner, and further believes it to be in the best interests of the Association to refer these accounts promptly to an anorney for collection and fJing of the lien (hereinafter referred to as collection) so as minimize the Association's loss of assessment revenue; and WHEREAS the Board of Directors has retained the Association's attorneys for their experience in representing homeowners .associations in collections and other matters; and WHEREAS the Board of Directors has directed the Association's attorneys to represent the Association on the terms outlined in this resolution; NOW, THEREFORE, BE IT RESOLVED that the Association's attorneys shall pursue all collection and other matters which the Board, acting through the Property Manager, may from time to time refer to them and to provide any advice and counsel which the Board may from time to time require; and BE IT FURTHER RESOLVED that the Property Manager, acting on behalf of the Association, shall pay the Association's attorneys their usual and customary charges for time incurred in connection with their representation of the Association, together with all costs incurred by the firm,including but not limited to fees and charges for f i g , service of process, messenger service, photocopies, postage, long distance calls, investigator's services, credit reports, and title reports, promptly upon receipt of the monthly invoice; and BE IT FURTHER RESOLVED that pursuant to Article V of the Declaration there is hereby levied against anyassessment acconnt which is not paid on its due date shall incur a late fee in the amount of ($25.00) dollars per quarter, or as established by the Board of Directors which the Property Manager is authorized and directed to charge to and collect from any delinquent homeowner; and BE IT FURTHER RESOLVED that any and all payments to an account will be applied to the oldest charges first. BE IT FURTHER RESOLVED that the Property Manager is directed to send to any homeowner who is more than ten (10) days delinquent in the payment of regular or special assessments, or other charges authorized by the Association's g o v e r k g documents (hereinafter referred to as "Assessments"), a written notice (hereinafter referred to as the "First Notice") of the outstanding assessments and late fees and a request for immediate payment; . and ~

BE IT FLTRTHER RESOLVED that the First Notice sent by the Property Mar.ager to the delinquent . . oxxzer states &at if there is an inacmracy concerning the delinquency they are to contact the acc0unm.g departeent. If the owner notifies the Property Manager in writing that the debt, or any portion thereof, is disputed, the Property Manager will obtain verification of the debt and a copy of such verification d be m d e d to the owner by the Property Manager; and Page 1 of 3

BE IT FURTHER RESOLVED that the Property Manager is directed to send any homeowner who is more than thrty (30) days delinquent in the payment of Assessments, a written notice (hereinafter referred to as the "Second Notice"), that if the account is not paid in full within ten (10) days it will be turned over to the Association's attorneys for collection and the homeowner will be liable for payment of all charges imposed hy the Association's attomeys to cover fees and costs charged to the Association; and BE IT FURTHER RESOLVED that the Board of Directors will consider the maturity of the remaining total of the unpaid installments of such assessment may be accelerated, and the entire balance of the annual assessment may be declared due and payable in full upon service notice. BE IT FURTHER RESOLVED that the Board of Directors d consider all such requests and respond m wntmg. Should the Board of Dxectors deny the request, collection procedures d conmue unmedtately BE IT FURTHER RESOLVED that the Property Manager 1s dtrected to refer any account wkch remams dehnquent for ten (10) days after the Second Nonce to the Assouation's attomeys for collecuon and to accelerate the total amount of assessment due through the end of the calendar year; and BE IT FURTIHER RESOLVED that the Property Manager is directed to consult with the Association's attorneys and turn over for collection immediately any account where the owner files or is the subject of a petition for relief in b h p t c y or a lender has commenced any action for foreclosure of is lien against the unit; and BE IT FURTHER RESOLVED that the membership rights of any owner whose account is thuty (30) days past due may be suspended at any time at the discretion of the Board during the paiod that any installment, charge or assessment remains unpaid, subject to the terms of the Governing Documents; and BE IT FURTHER RESOLVED that the Eollowvlg pohues shall apply to all dehnquent accounts tumed over to the Association's attomeys for collection: 1. All contacts with a delinquent homeowner shall be handled through the Association's attorneys. Neither the Property Manager nor any Association officer or director shall discuss the collection of the account directly with a homeowner after it has been turned over to the Association's attorneys unless one of the Association's attorneys are present or has consented to the contact. 2.

AU sums collected on a delinquent account shall be remitted to the Assouation in care of the Association's attorneys until the account has been brought Nlrent

3 . The Association's attorneys' minimum legal fee shall be assessed against each delinquent unit and its owner (including repeat offenders) when the account is turned over to the Association's attorneys for the fees and costs actually incurred in the collection of collection. That amount shall be ~rediteda~ainst the homeowner's account. All legalfees and costs incurred in the collection of a delinquent account the delinquent unit and owner and shall be collectable as an Assessment as shall be assessed +st provided in Article V of the Declaration. 4.

Where at the expiration of the period specified in the Association's attorneys' demand letter, an account remains delinquent and without an accepted payment plan, or in the event of a default under the terms of the payment plan, the Association's attorneys are authorized to take such further action as they, in consultation with the Board, believe to be in the best interest of the Associa~on,including but not limited to: a.

Filing suit against the delinquent homeowner for money due pursuant to Actlcle V of the Declaration; and/or

b. ~ r o c e e k n gwrlth garoishtment of wages: b ~ n kaccounts or orher sources; andlot c.

Filing a lien against the unit; and/or

Filing a proof of claim in bankruptcy; and/or

e. Insutuang a judual action for foreclosure of the Assouauon's hen, pursuant to Arucle V of the Dedarauon

BE IT FURTHER RESOLVED that a copy of this resoluuon shall be sent to all homeowners at their last known address.

This resoluuon was adopted by the Board of Directors on the 176 day of Apnl2012, and shall be effective on the 21" day of May 2012. Approved and recorded m the Minutes of the meeting held on the 17* day of April 2012.

. .. : -, , .. .. .

.- .-

! Robert Krasche, Secretary

'.,<_ '. CG

The foregoing instlument was ahowledged before me this

My commission expires:

L/L&=/z~/~

day of

AIDRi~

,2012, by:

Holly Hills Cwiage IIomes Owner's Association Complaint Procedure Policy Resolution 2012-003

WHEREAS, in accordance with Virginia Code 5 55-530E, Holly IIills Carriage Homes Owner's Association (the "Association") is required to have a written process for resolving Association Complaints from members and citi7.n~. The Association's Complaint Procedure shall conform to the requircmcnts set forth in Virginia Code 5 55530,the Common Interest Community Ombudsman Regulations (the "Regulations"), and the Association governing documents, which shall not be in conflict with Virginia Code 5 55-530or the Regulations; and

WHEREAS, it is the intent of the Bomd of Directors to adopt a Complaint Procedure and Complaint Form that comply with Virginia Code 4 55-530, the Regulations, and the Association goveming documents. NOW THEREFORE, it is hereby RESOLVE11 that the Board of Directors of Molly Hills Caniagc Homes Owner's Association hereby adopts the following policy: A. PROCT-XS FOR ~L'HMIITLVG Ati ASSOCIATION COMPLAINT. 1. Members and citizens wishing to file an Association Complaint shall USC the attached Complaint Fom. All Association Complaints must be in writing.

2. An Association Complaint shall concern a matter regding the action, inaction, or decision by the Board of Directors, mmaging agent, or the Association inconsistent with applicable laws and regulations.

3. The completed Complaint Form shall be delivered to the Association as follows: Holly Hills Caniage Homes Owner's Association d o Berkeley Realty Property Management 150 Strawberry Plains Road, Suite A-1 Williamsburg, VA 23 188 4, The Association shall provide written acknowlcdgn~cnt of receipt of the

Complaint Form to the complainant within seven (7) days of reccipt.

5. The complainant shall describe the nature of the Association Complaint, including dates, locations and persons involved The complainant shall include references to the specific facts and circumstances at issuc. The complainant must set forth the specific documents, provisions, statutes or regulations that support hisher Association Comp!aint, wLd provide copies of an). specific documents Page 1 of 4

referenced. The complainant shall describe the specific action or resolution requested.

6. If the Association rcquires additional information that is necessary in order lo continue processing the Association Complaint, the Association shall notify the

complainant of the request within twenty-one (21) days of receipt of the completed Complaint Form. Ifthe additional information is not received by the Association within ten (10) days of thc Association's request, the Association shall send a letter notifjing the complainant of the wn-compliance, and close thc Association Complaint. 7. Once the Association has received all of the required information, the Association will schedule a date and time to consider the Association Complaint. Notice of the date, time, and location that the matter will be considered shall be sent to the complainant seven (7) days prior to the scheduled date.

8. After the Board of Directors makes its final detern~ination,written notice shall be scnt to the complainant within (7) seven days. The notice of final determination shall be dated as of the date of issuance and include specific citations to applicable Association governing documents, laws, or regulations that led to the final determination, as well as the registration number of the Association. If applicable, the m e and licensc number of the common intcrcst community manager shall also be provided. 9. The notice of final determination shall include the complainant's right to file a Notice of Final Adverse Decision with the Common Lntmest Community Board via the Common Interest Community Ombudsman and the applicable contact information. 10. A record of each Association Complaint filed with the association shall be mninrained by the Association for one year after notice of the final determination is sent to the complainant. 11. Any correspondence required to be sent by the Association to the complainant, as set forth above, shall be hand delivered or mailed by registered or certified mail, return receipt requested, at the address protidal, or if agreed to by the complainant, by electronic means protided the Association retains suEcient proof of the electronic delivery. B. NOTICE OF ADVERSEDECISION.

1. A complainant may file a notice of fmal adverse decision in accordance with Virginia Code ยง 55-530 F concerning any final advem decision that has been issued by the Association in response to an Association Complaint. Page 2 of 4

2. The notice shall bc filed within 30 days of the date. of the final advcrse decision. 3. The notice shall be in writing on forms provided by the Office of the Common

Interest Community Ombudsman. The notice shall include a copy of the Complaint Form, and supporting documentation, the fmal adverse decision, reference to the laws and regulations the final adverse decision may havc violated, any supporting documentation related to thc final adverse decision, and a copy of the Association's Complaint Pmcedure. 4. The notice shall be accompanied by a $25 filing fee or a request for waiver. 5. The contact information for the Office of h e Common Interest Community Ombudsmw is as follows:

Onibudsman D e m e n t of Professional and Occupational Regulation 9960 Mayland Drive, Suite 400 Richmond, Virginia 23233-1463 Phone: 804-367-2941 Email: CICOmbudsmm@dpor.virginia.gov

6. Upon receipt of the notice of final adverse decision h m the complainant, along with the filing fee or a waiver of the filing fee approved by the Common Lnterest Community Board ("CIC Board"), the Office of the Common lnterest Community Ombudsman, in accordance with the Regulations, shall provide written acknowledgment of rcccipt of the notice to the complainant and shall provide a copy of the written notice to the Association The wtice of adverse decision will not be reviewed until the filing fee has been received or a waiver of filing fee ha5 been granted by the CIC Board. 7. Upon requesf the Association shall provide information requested by the Office of the Common Intercst Community Ombudsman within a reasonable time. 8. Upon review of the notice of final adverse decision in accordance with Virginia Code 5 55-530 G, if the Director of the Department of Professional and Occupational Regulation (the "Director") determines that thc final adverse decision may be in conflict with laws or regulations governing common interest

communities or interpretations thereof by the CIC Board, the Director may, in his sole discretion, provide the complainant and the Association with information concerning such laws or regulations governing common interest communities or interpretations thereof by the CIC Board. 9. The determination of whether the final adverse decision may be in conflict with

laws or regulations governing common interest commmities or interpretations thereof by the CTC Board shall be a matter within the sole discretion of the Page 3 of 4

Director. Such decision is final and not subject io W e r review. As set forth in Virginia Code 8 55-530 E, the debmination of the D i l o r &all not be biding upon the complainant or the Association that made thc final adverse decision.

1. The Complaint Procedure is available to all members of the Association and citizens upon request made to the Association's manager at Berkeley Realty Property Management, Inc., 150 Strawberry Plains Road, Stc. A- 1, Williamsburg, VA 231 88.

2. The Complaint Procedure shall be included as an attachment to the resale certificate or the association disclosure packet.

This Resolution is effective

?/ IB/Z2

Adopted at a meeting of the Board of Directors on

,2012.

S e~ / 8

Date

Page 4 of 4

,2012.

Holly Ilills Caniage Homes Owner's Association

COMPLAINT FORM This form must be completed and signed to have your complaint procased by the Association.

Cuntaet Information

Name of Complainant: Address: Telephone numbers:

(Home)

(Cell)

(Work)

Email address: Preferred method of communication: I request that you use my email address or ceaifid or registered mail, return receipt requested, to my address listed above.

Des~ribe the nature of your complaint, including dates, locations and persons involved. Include references to the specific Fdcts and circumstances at issuc. Reference any specific documents, provisions, statutes orrcgulations that support your complaint. Provide copies of any refercnced documents or provisions of the documents. Ifthc space below is insufficient, attach a scparate sheet of paper to this form.

Page 1 of 3

Submission of complaint) Submit your complaint and all attachments via US Mail or handdeliveryusing the address below: Holly Hills Carriagc Homes Owner's Association d o Berkeley Realty Property Management, Inc. 150 Strawberry Plains Road, Stc. A-l Williamsbwg, VA 23 188

Thc Association will acknowledge receipt of your complaint, in writing, within m e n (7) days after receiving your complaint. If you do not receivc acknowledgment of your wmplaint, please notify the Association immediately. If the Association requires any additional information to process your complaint, you will be notified in writing, within twentysue (21) days ofrcczipt ofyow completed Complaint Form. Ifthe Association requests additional information you will have ten (10) days to delivtr the additional information. The Board of Dirtctors will notify you, in writing, of the date, time and location that your wmplaint will be considered. ARLT final determination is made, written noticc of the decision willbe sent to you. AU notices will be sent to you by electronicmailor mailed by registered or certifiedmail,returnreceiptrequested, as you have selected above. If you did not sclect a preferred method of wmmunication, notices will be mailed to you by registered or certified mail, rctum receipt requested. l ~ o t i c eof Final Adverse ~ecisionl Pursuant to Vuginia Code $55-530F, you have the right to file a notice with the Common Interest Community Board (the "CIC Boardn) if you receive an Adverse decision fiom the Association. An Adverse decision meals the final determination issued by the Association pursuant to the Association's Complaint Procedure Lhat is opposite of, or does not pmvide fix, either wholly or in part, the cure or wrrectivc action sought by the complainant. In accordance with V a Code Ann. $ 55-530F, (i) your notice must be filed with the CIC Board within thirly (30) days of the date of the final advcrse decision; (ii) yow notice shall be in writing on forms provided by the Office of thc Common Interest Community Ombudsman; (iii) your notice shall include copies of all records pertinent to the dccision; and (iv) your notice shall be accompanied by a $25.00 filing fee. The CIC Board may, for good muse shown, waive or refund the filing fee upon a finding that paymcnt of the filing fec will cause undue financial hardship for you. The notice shall be sent to the Common Interest Community Board. Deprcrtmcnt of Professional and Occupational Regulation, 9960 Mayland Drive, Richmond, VA 232331463. The phone number and email address for the Office of the Common Interest Community B o d is (804) 367-8500 and cic@d~or.virPinkapov

Date

Printed Name

Signature

I-

Pagc 2 of 3

THIS PAGE FOR ASSOCIATION USE ONLY Date Complaint Received: Sigriature and Printed Name of Person Kcceiving Complaint:

by email

Date Acknowledgnent Scnt to tomplainant:

by U.S. Mail

Signahxc and Printed Name of Person Sending Acknowledgment:

Datc of Decision of Board of Directors:

by email 0 by U.S.Mail

Dale When Decision Sent to Complainant:

Signature and Printed Name of Pcmn Sending Docision to Complainant:

Signature

Printed Name

Tarley Robinson, PLC 6,2012 I

Ij I

Page 3 of 3

I I!

Holly Hills Carriage Homes Owner's Association Cost Schedule for Providmg Copies of Books and Records Policy Resolution 2012-002 WHEREAS, Virginia Code 55-510 (B) provides that, with certain exceptions, all books and records kept by or on behalf ofan association shall bc available far examination and copying by a Member in good standmg or his authorized agent; and

WHEREAS, VirginiaGde 5 55-5lO(D)providesthatpnortoprvvidingcopies of any books and records to a Member in good - standing, - an association may impose and collect a charge reflecting the reasonable costs of materials and labor for providing such copies. not to exceed thktual costs thereof; and WHEREAS, V i n i a Code 55-510 (D) also provides that such charges may be imposed only in sccordsnce with a cost schedule adopted by the board of directors of the association; NOW THEREFORE, it is hereby RESOLVED that the Board of Directors of Holly Hills Carriage Homes Owner's Association hereby adopts the following policy: A. The cost schedule set forth in paragraph E below shall apply equally to all Members in good standing and sbdl be provided to a requesting Member at the time the request to examine or copy books and records is d e .

B. A Member is in good standing if tbe Member has no financial obligation to the Association that is more than thirty (30) days in arrears or violation of the Governing Documents that has not been remedied within the time allowed for correction. C. AU money paid pursuant to the cost schedule set forth in paragraph E below shall be collected by the managing agent of the Association and shall be retained by the managing agent to offset the actual costs of materials and labor involved D. A Member's request for copies of books and records mua be in writing and the request must bc for a proper purpose rela!ed to the Membds membership in the Association. The managing agent shall pmvide the requested copies, if the requested books and raords are subject to disclosure as provided in Virginia Code 5 55-510, within five (5) business days after receiving both a written request and payment for the reasonable costs of materials and labor of providing such copies.

E. The following charges s M l be imposed: 1. $0.12 per page for copies of 8-1R" x 1 1" documents

2. $0.12 per page for copies of 8-lRn x 14" documents Page 1 of 2

3. $1.05 per page for color copies of 8-ID" X 11" documents 4. $1.05 per page for wlor copies of 8-11'2"X 14" document$

5. $0.14 per page for wpies of 11" x 17" docum~ents 6. $0.12 for each legal sized envelope

7. $0.16 for each other s k i envelope 8. $0.04 for each label

9. $35.00 per hour for labor of administrative personnel 10. $50.00 per hour for labor of licensed Association M w e r 1 1. If the requesting Member requests document to be sent by I1.S. Mail or other delivery service, the Member shall pay the actual cost of the delivery mehod requested.

This Rcxolution is effective

9 / / 8 / !/a

Adopted at a meeting of the h a r d of Directors on

,2012.

5 e/, 1 8

,2012.

Attest:

SeB 1 % Secretary

Datef

2 ~ 1 2

HOLLY HILLS CARRIAGE HOMES OWNER'S ASSOCIATION LEASING POLICY # 2012-001 Whereas, Section 6.3 of the Amended and Restated Declaration of Covenants, Rest!-ictions, Reservations and Easements (the "Declaration") sets forth restrictions on leasing dwelling un~tsin Holly Hills Carriage Homes; and Whereas, Section 4.9(g) of the Amended Bylaws empowers the Board of D~rectorsto establish, adopt, amend and enforce rules and regulations with respect to areas of responsibility assigned to the Association; and Whereas, Section 6.3 and 8.3 of the Declaration empower the Board of Directors to make densions concerning the Leasing Restrichon and to enforce the Leasing Restriction; and

Whereas, it is in the best interest of the Association to establish a policy and procedures for the Leasing Restriction,

BE IT RESOLVED, 1. An Owner shall contact the Association manager prior to entering into any lease agreement to determine whether the Owner is permitted to lease his Unit. 2. If the current total number of leased Units docs not meet the maximum permitted number of leased Units ( S ) , the Owner shall be permitted to lease his Unit upon obtaining written approval from the Association, subject to the poli'cies contained herein. The approval to lease the Unit must be in writing and sipned by the President of the Association. If the maximum number of leased Units has been met, the Association shall send a letter to the Owner advising him that his request to lease his Unit is not approved.

3. The Owner sllall have a period of ninety (90) days from the date of the Association's written approval permitting leasing to obtain a tenant and written lease agreement for his Unit. If the Owner does not provide the Association with a copy of an executed lease, a Tenant Acknou~ledgmentform, and the leasing fee of $30.00 within the ninety (90) day period, tbe Owner shall automatically forfeit his approval to lease his Unit.

I . Any lease shall be for a minimum period of twelve (12) months. 5. If an Owner who has leased llris Unit in compliance with the approval of the Association and according to this policy, subsequently does not obtain a lease agreement within a period of ninety (90) days, the Owner's appro~alto lease his Unit is automatically terminated, and the Orvner will have to contact the Association manager prior to entering into ary lease agreement to detemine .. whether the Ownei is pemitted t:n lease 'r!s TJni.

6. The Association manager wiil maintain a waiting List of Owners seeking permission to lease their Unit. Owners will be placed on the waiting list if they send a written request to thc Association manager requesting that they be placed on the waiting list. The Owner's nane will be placed on the waiting list in the order his written request is received. If an Owner declines an offer of one of the five permitted leased Units, he loses his position and must reapply to the waiting list in accordance with this leasing policy.

7. An Owner may apply for a hardship exemption to the leasing requirement by submitting his request to the Board in writing. The request shall include a fully completed Request for Leasing Exemption form. Hardship exemptions shall only be gialted on a temporaql basis not to exceed a one year period. An Owner wishing to renew his exemption must reapply to the Board thkty (30) days prior . to the expiration date of his current exemption. 8. This Leasing Policy is effective March 15,2012. Adopted by the Board of Directors o_nFebruary 29,2012.

Secretary

HOLLY HILLS CARRIAGE HOMES OWNER'S ASSOCIATION TENANT ACKNOWLEDGMENT FORM

Owner's Name: Owner's Mailing Address: Owner's Phone Number: Address of Rental Unit: Tenant(s) Name(s) (list all occupants, including children):

Tenant's Phone Number:

Occupancy Date:

Lease End Date:

The undersigned Owner(s) and Tenant(s) hereby acknowledge (i) the lease agreement between us is subject to the provisions of the Declaration, Bylaws and Rules and Regulations for Holly Hills Carriage Homes Owner's Association; (ii) the Owner(s) has provided, and the Tenant(s) hashave received a copy of the current Declaration, Bylaws and Rules and Regulations for Holly Hills Carriage Homes Owner's Association, and we agree to abide by the same.

Owner

Date

Tenant

Date

Owner

Date

Tenant

Date

Fee of $30.00 payable to Holly Hills Carriage Homes Owner's Association must accompany this form.

HOLLY HILLS CARRIAGE HOMES OWNER'S ASSOCIATION REQUEST FOR LEASING EXEMPTION

Section 6.2 (h) of the Amended and Restated Declaration provides as follows: The Board of Directors may, in its sole discretion, authorize an Owner to lease his dwelling unit which will cause the maximum number of five (5) leased dwelling units to be exceeded, only upon a showing by the Owner of a hardship from the Board of Director's denial of the lease request. Examples of "hardship" include, but are not limited to, military transfer or ill health of the Owner preventing occupancy of the dwelling unit. ALL INFORMATION WILL BE KEPT CONFIDENTIAL

Name of Owner seehng exemption: Address of Unit: Mailing address of Owner (if different from address of unit):

Phone Number:

Email address:

I request a hardship exemption for the following reason: military transfer

a ill health of the Owner preventing occupancy of the unit other For all requests, please describe any efforts you have taken to sell your home:

For military transfer, please provide details of transfer, and reasons necessitating leasing.

For ill health, please provide a letter from your physician and answer the following questions:

1. What is the nature of your medical issue?

2. How does your medical issue prevent you from occupying your home?

3. Is your medical issue

temporary or

permanent?

4. Does your home have a bedroom on the 1" floor?

Yes

5. Does your home have a full bath on the 1" floor?

Yes

For all requests, provide any fiuther information you want the Board to consider:

Date

Signature of Owner

Date

Signature of Owner

Resolution #2008-001 (Amended 0412012)

Rules Enforcement Procedure Ilully Hil1.v Carriage Homes Owner's Asocirrlion, I n e

WHEREAS the Association has a Declaration, Bylaws and Rules and Regulations, and, WHEREAS Article VIII of the Amended and Restated Declaration of Covenants, Restrictions, Reservations and Easements of Holly Hills Carriage Homes, dated August 17, 201 1 empower the Board of Directors to enforce the Declaration, Bylaws and Rules and Regulations, and, WHEREAS the Title 55 Chapter 26 Property Owner's Association Act specifies (Section 55513) how to enforce the Declaration, Bylaws and Rules and Regulations, NOW, THEREFORE, BE IT RESOLVED THAT the Association will enforce said Declaration, Bylaws, and Rules and Regulations with the following procedure: A. The Holly Hills Carriage Homes Owner's Association Board of Directors though its Architectural Review Board (ARB) determines whether or not a violation of the rules has occurred based on the available information received. 1. Members of the Architectural Review Board (ARB) have the responsibility to identify violations and to enforce compliance with established guidelines. 2. Non-Architectural Review Board (ARB) Association Members should address their complaints to the Architectural Review Board (ARB) in writing. B. If the Architectural Review Board (ARB) determines that a probable violation has occurred, through its Property Manager it will send a letter to the alleged violator with the details of the alleged violation and a time frame of not less than 10 days in which to abate such violation without sanction. C. If the violation has not been resolved within the grace period, a second and final notice shall be sent.

D. In the event that the violation has not been resolved 10 days after the receipt of the second notice, a hearing notice will be sent to the alleged violator stating: the nature of the violation; the time and the place of the hearing; an invitation to attend the hearing and produce any statement, evidence or witnesses on his or her behalf; a statement that a sanction may be imposed; and the maximum amount of any sanction. 1. The notice for the hearing is to be sent at least 14 days prior to the meeting. 2. The maximum fine is $50 for each single offense or $10 per day for continuing nature but no longer than a 90 day period. E. The Architectural Review Board (ARB) will hear all public testimony and deliberate in executive session before rendering a decision. All affected parties will be notified of the decision in writing.

F. Snoldd a fine e im-posed on the violator, standard coliectior, action following tffe procedwe set forth in Reso!.rition #2338-002 Coileciion Poiicy for Delinquent Accounts, wiil be p-wsued which includes filing a lien of the unit for nonpayment of the fine and, ultimately, foreclosure, if necessary.

G. In the case of non-owner-occupied properties, all residents and owners will be provided with copies of all correspondence. BE IT FURTHER RESOLVED that a copy of this resolution shall be sent to all homeowners at their last known address. ~ of April 2012 and shall be This resolution was adopted by the Board of Directors on the 1 7 day effective on the 21'' day of May 2012. Approved and recorded in the Minutes of the meeting held on the 17" day of April 2012.

&ATEOF

-:a,;

yqitim~

CITY~CO~&'~~OF . JAMES CITY ,

,...b.\x"

The foregoing instrume by:

MYcommission expires:

ledged before me this

2/28J13

-Ih

day of

&2012,

BERKELEY REALTY PROPERTY MANAGEMENT, INC. 150 STRAWBERRY PLAINS RD. SUITE A1 WILLIAMSBURG, VA 23188-3408

RESALE PROCESSING DEPARTMENT PHONE: (757) 229-6810 FAX: (757) 229-8208

Resale Disclosure Statement

Holly Hills Carriage Homes Homeowners Association, Inc. PLEASE REFER TO PAGE 2 FOR COMPLETE ESCROW INSTRUCTIONS AND DETAILS Order #: N61-135301 Statement Date: 10/18/2012

Property Address: 156 exmoor Order Date: 10/15/2012 6:18:11AM

Escrow #: 156 Exmoor #: Owner / Seller: Sue Zirkle

Requested By: Holly Miller Phone #: 7572544354

Closing Date: 11/2/2012 12:00:00AM Buyer's Name: Marjorie & Jack Flintom

Fax #: Contact Name: Lytle Title / Karen Burnett

Buyer's Address:

Contact Phone: 7576454168

City/State/Zip:

Contact Email:

Buyer's Phone #:

FEES DUE TO BERKELEY REALTY PROPERTY MANAGEMENT, INC. Processing Fee

Order #

N61-135301

$225.00

Expedite Fee

Delivery Fee

$0.00

Convenience Fee

$0.00

Tax

$0.00

Amount Due

$0.00

$225.00

Amount Paid

$0.00

Balance

$225.00

Buyer's Post-Closing Transfer Fee

$50.00

Other Fees

$0.00

Total Due

$275.00

Please reference ALL order number(s) from above on all checks you issue.

ALL FEES/AMOUNTS PAYABLE AT CLOSING Mail all payments to:

Berkeley Realty Property Management, Inc. 150 Strawberry Plains Rd. Suite A1 Williamsburg, VA 23188-3408

PLEASE PROVIDE SEPARATE CHECKS FOR AMOUNTS BELOW:

路

Please collect $275.00 for above noted fees.

MAKE CHECK PAYABLE TO: Berkeley Realty Property Management, Inc. 路

Please collect $270.00 for Association fees. (See page 2 for Comments & Fee Details)

MAKE CHECK PAYABLE TO: Holly Hills Carriage Homes Homeowners Association, Inc. Please provide Berkeley Realty Property Management, Inc. a copy of:

HUD-1 or detailed Settlement Agreement to ensure accurate transfer of ownership

This information is being provided by Berkeley Realty Property Management, Inc. as a courtesy service to lenders and other real estate professionals. Although Berkeley Realty Property Management, Inc. believes the information provided to be complete and accurate, the requesting party understands and acknowledges that this information is subject to change without notice and that Berkeley Realty Property Management, Inc. is not responsible for any inaccurate or omitted information.

10/18/2012

Page 1 of 6

BERKELEY REALTY PROPERTY MANAGEMENT, INC. 150 STRAWBERRY PLAINS RD. SUITE A1 WILLIAMSBURG, VA 23188-3408

RESALE PROCESSING DEPARTMENT PHONE: (757) 229-6810 FAX: (757) 229-8208

Resale Disclosure Statement

Holly Hills Carriage Homes Homeowners Association, Inc.

FEES DUE TO ASSOCIATION

ADDITIONAL COMMENTS

ASSESSMENTS PAID THROUGH: 12/31/2012 Current Balance

$0.00

Association Initial Assessment

$0.00

Working Capital Contribution

$0.00

Reserve Contribution

$270.00

Legal Fees

$0.00

Buyer’s Advanced Assessments

$0.00

Other Fees

$0.00

Other Fees

$0.00

Other Fees

$0.00

TOTAL DUE: $270.00 Association Assessments The Property Assessments is: $270.00

Assessments are paid: Quarterly

The Late Fee is: $25.00

Assessments are due on the: 1st day of the Month

Late Fee Interest is: None

Assessments are past due on the: 10th

Is there an Initial Fee?

Yes þ

If so, how is Initial Fee determined / calculated?

At first Sale - 1 Quarter Dues

Other Fees / Assessment amount?

$0.00

No o

Purpose of Other Fees / Assessment? N/A

Amount of any active Special Assessments?

$0.00

Purpose of Special Assessment? N/A FINANCIAL INFORMATION

Expenditure of funds, if any, approved by the Association which shall require an assessment in addition to the regular assessment during the current or immediately succeeding fiscal year? N/A

10/18/2012

Page 2 of 6

BERKELEY REALTY PROPERTY MANAGEMENT, INC. 150 STRAWBERRY PLAINS RD. SUITE A1 WILLIAMSBURG, VA 23188-3408

RESALE PROCESSING DEPARTMENT PHONE: (757) 229-6810 FAX: (757) 229-8208

Resale Disclosure Statement

Holly Hills Carriage Homes Homeowners Association, Inc. Status and amount of any reserve or replacement fund and any portion of the fund designated for any specified project by the executive organ? None Are there any other entities or facilities to which the unit owners may be liable for fees or other charges? If so, explain. No If there is an Association loan, what is the loan balance?

Is there an active leasehold that effects the association/condominium? If so, what is the nature of the leasehold; what is the remaining term of said leasehold; what are the provisions governing any extension or renewal thereof. No If a Unit/Home is acquired through foreclosure is mortgage company responsible for Association Assessments? If so, explain? Yes, only from when title was taken back. LEGAL INFORMATION

Does the Association hold the Right of First Refusal on this property transaction? If so, explain the process for obtaining a waiver and are first mortgage lenders Exempt? No Do the legal documents provide for architectural and/or landscaping controls and approval?

Yes þ

No o

Do the governing documents specifically allow the Association to foreclose on an owner’s property for failure to pay Assessments? Are there any liens against this specific Property? If so, explain?

Yes þ

No o

Yes o

No þ

Yes o

No þ

Is the Association involved with any litigation with this specific Association Member? If so, explain? No Are there any active judgments against the Association? If so, explain? No

The nature and status of any pending lawsuits or unpaid judgments to which the unit owners' association is a party which either could or would have a material impact on the association or the unit owners/members, or which relates to the unit/lot being purchased? None Do the legal documents provide for mandatory mediation or arbitration? CONDO ACT INFORMATION (VIRGINIA PROPERTIES ONLY)

Is any portion of the condominium association located within a development subject to the Property Owner's Association Act (Section 55-508 et seq.) of Chapter 26 of Title 55?

N/A o

10/18/2012

Page 3 of 6

BERKELEY REALTY PROPERTY MANAGEMENT, INC. 150 STRAWBERRY PLAINS RD. SUITE A1 WILLIAMSBURG, VA 23188-3408

RESALE PROCESSING DEPARTMENT PHONE: (757) 229-6810 FAX: (757) 229-8208

Resale Disclosure Statement

Holly Hills Carriage Homes Homeowners Association, Inc. Has the Association filed the Annual Report with the Virginia Common Interest Community Board?

Yes þ

No o

Yes o

No þ

The Association is incorporated under the laws of the Commonwealth of Virginia. The name and address of the Registered Agent is: Susan Tarley COVENANT COMPLIANCE INFORMATION

Has the Unit/Home been specifically inspected for compliance with covenants in conjunction with this inquiry? A description of any conditions on the owner's property, or limited common area assigned thereto that the Association has actual knowledge are in violation of the Covenants/Restrictions, Bylaws or Rules applying to the subdivision/condominium: N/A Has notice been received from any governmental authority concerning any health or building code issues with respect to the unit, the limited common elements assigned to the unit, or any other portion of the condominium? If so, explain? N/A GENERAL INFORMATION

What County is Association located in?

City of Williamsburg

Type of Association/Community?

Homeowners Association

If Sub or Master Association, explain?

Master Association

Date of Association Fiscal Year End?

December 31st

Is Unit/Home held in Fee Simple?

Yes þ

Limitation on the number of persons who may occupy a unit as a dwelling?

None

Is the project an Assisted Living Community? If so, what services are provided? If condominium, number of Units owned by Developer?

No o

N/A

Is renting/leasing permitted? If so, what restrictions exist? Yes. Rental Cap of 5 Units, effective 4/23/1999

Are pets permitted? If so, are there any restrictions? Yes, See Article VII, Section 7.1 (g)

Is street parking permitted? If so, are there any restrictions? Parking is encouraged to be in the driveways only.

Is there a key to common areas? If so, is there a deposit/amount? No

10/18/2012

Page 4 of 6

BERKELEY REALTY PROPERTY MANAGEMENT, INC. 150 STRAWBERRY PLAINS RD. SUITE A1 WILLIAMSBURG, VA 23188-3408

RESALE PROCESSING DEPARTMENT PHONE: (757) 229-6810 FAX: (757) 229-8208

Resale Disclosure Statement

Holly Hills Carriage Homes Homeowners Association, Inc. Is RV/Boat storage permitted? If so, are there any restrictions? No

What areas of the community is the owner responsible to maintain other than their Unit/Home/Lot? None SIGNS AND FLAGPOLES (VIRGINIA PROPERTIES ONLY)

Are there any restrictions, limitations, or prohibition on the right of a lot owner to place a sign on the owner's lot advertising the lot for sale? Yes. Article VII, Section 7.1 (i) Are there any restrictions, limitations or prohibition on the right of a unit owner to display the flag of the United States, including, but not limited to reasonable restrictions as to the size, time, place and manner of placement or display of such flag? No INSURANCE INFORMATION

Insurer's Name?

Nationwide Insurance

Contact Information?

Elaine Obie

Phone Number?

757-476-5816

The amount of Fidelity Bond Coverage?

$50,000.00

The amount of coverage for Directors and Officers?

$2,000,000.00

Are any Common Area structures located in a Special Flood Hazard Area?

Yes o

Amount of General Liability Insurance?

$4,000,000

Amount of Property Insurance coverage?

$2,000,000

Minimum number of days required for written notification to be given to association or insurance trustee before any substantial changes or cancellation of the insurance coverage?

No Ăž

What additional insurance coverage would normally be secured by each individual unit/homeowner in an association? Typical Home Policy Other insurance information? N/A MANAGEMENT COMPANY INFORMATION

Berkeley Realty Property Management, Inc 150 Strawberry Plains Rd, Ste A-1 Williamsburg, VA 23188 Phone (757) 229-6810 Fax (757) 229-8208 This information is being provided by Berkeley Realty Property Management, Inc. as a courtesy service to lenders and other real estate professionals. Although Berkeley Realty Property Management, Inc. believes the information provided to be complete and accurate, the requesting party understands and acknowledges that this information is subject to change without notice and that Berkeley Realty Property Management, Inc. is not responsible for any inaccurate or omitted information.

10/18/2012

Page 5 of 6

BERKELEY REALTY PROPERTY MANAGEMENT, INC. 150 STRAWBERRY PLAINS RD. SUITE A1 WILLIAMSBURG, VA 23188-3408

RESALE PROCESSING DEPARTMENT PHONE: (757) 229-6810 FAX: (757) 229-8208

Resale Disclosure Statement

Holly Hills Carriage Homes Homeowners Association, Inc. I hereby certify that the above information is true and correct to the best of my knowledge and belief.

Talaya M Spratley

10/18/2012

Signature of person completing form and date completed

Statement Date

10/18/2012

Page 6 of 6