DECLARATION OF COVENANTS CONDITIONS AND RESTRICTIONS FOR “AXIS SPRINGS RANCH” EDWARDS COUNTY, TEXAS

            THIS DECLARATION, made this _8th__ day of January, 2004, by AXIS SPRINGS RANCH, a Texas Limited Partnership (“Developer”);

WITNESSETH:

Developer is the owner of 3,080 acres described as the “Axis Springs Ranch” as recorded in Plat Cabinet ____, Slide ____, Plat Records, Edwards County, Texas;

Developer desires and intends to create individual Tracts on the property known as the “Axis Springs Ranch”,

 Developer further desires to restrict all property in the “Axis Springs Ranch”, together with such additions as may hereafter be made thereto, according to a common plan as to the use and permissible construction so that all Tracts shall be benefited and each successive owner of all or part of the Tracts shall be benefited by the preservation of the value and character of the Tracts;

  Developer will cause “The Axis Springs Ranch Owners Association” (the “Association”) to be incorporated as a non-profit corporation under the laws of the State of Texas, to which corporation will be delegated and assigned the duties and powers associated with maintaining a common area park consisting of approximately 54.77 acres, within the “Axis Springs Ranch”, and maintaining all primary roads and ancillary drainage and other facilities.

NOW THEREFORE, Developer declares that the real property within the “Axis Springs Ranch”, and such additions thereto as may hereafter be made, shall be held, transferred, sold, conveyed, and occupied subject to the covenants, conditions, restrictions, charges and liens (sometimes referred to as covenants and restrictions) hereinafter set forth:

1.            Definitions:  The following words when used in this Declaration or any Supplemental Declaration, shall have the following meanings:

            a.            “Association” shall mean The Axis Springs Owners Association.  The Association shall be governed by its By-laws as created by separate document.

            b.            “Owner” shall mean and refer to the fee simple title holder of any Tract whether on or more persons.  This does not include any persons or entities who hold an interest in any Tract merely as security for the performance of an obligation.

c.              "Occupant" shall mean and refer to an equitable interest holder pursuant to an Unrecorded Contract for Deed or unrecorded Lease Agreement.

d.              "Tract" shall be defined as any tract, parcel or interest created out of real property as set forth in the Plat of the “Axis Springs Ranch”, incorporated herewith for all purposes.  If Developer is the owner of any property which it desires to add to the concept of this Declaration, it may do so by filing of record a Supplemental Declaration of Covenants, Conditions and Restrictions, which shall extend the concept of the covenants, conditions and restrictions of this Declaration to such property;  PROVIDED, HOWEVER, that any additions made pursuant hereto, when made, shall automatically extend the jurisdiction, functions, duties and membership of the Association to the properties added.

e.  "Member" shall include and be defined as each owner or occupant of a Tract within the Subdivision.  All Owners and Occupants of such Tracts shall become automatic and mandatory members in The Axis Springs Ranch Owners Association;

            f.  “Primary Road” shall include and be defined as all roads shown on the plat having a right-of-way width of sixty (60) feet.

            g.  “Secondary Road” shall include and be defines as all roads shown on the plat having a right-of-way width of fifty (50) feet;

2.  Affirmative and Protective Covenants:  Every Tract (all of which Tracts are referred to as the "Property") shall be restricted as follows:

a.                  All Tracts shall be used for residential, recreational, ranching, and agricultural purposes only and no part thereof shall be used for business purposes.  No hunting lease shall be allowed on any Tract.  No Commercial Hunting will be allowed on any Tract in this subdivision.  Commercial Hunting includes Day Leasing, Season Leasing, or any other type or kind by which the owner receives monetary compensation.  No purchaser of a Tract shall be permitted to lay out a road, easement or other means of ingress or egress across any Tract to provide access to other property without Developer’s written approval.

b.                  No trapping of game animals, however the trapping of feral hogs and fur bearing animals (as defined by the Texas Parks and Wildlife Department) is allowed.

c.                  All structures not located on a tract described in Item 2 (f) shall be a minimum of 50 feet from any primary or secondary road, or from any property boundary line.

d.                  Deer blinds and feeders shall be a minimum of 150 feet from any subdivision or public road, or from any property line and shall not be placed in any area that creates a danger to the neighboring tracts.

e.                  No hunting is allowed from any public or subdivision road or on any tract containing less than 50.00 acres.

f.                    On Tracts 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39 & 40, all residences shall consist of site-built homes only. No “single-wide”, “modular”, or “double-wide” manufactured homes, used homes, or other trailers will be permitted.  All homes must be no nearer than one hundred feet (100’) from any Primary or Secondary Road, and no nearer than fifty feet (50’) from the side or rear boundary lines of any Tract.  Distance requirements may be modified by written approval of Developer. All residences erected or placed upon any of these Tracts shall contain at least 800 square feet, exclusive of open porches, breezeways, carports and garages. No more than two (2) residences may be located on any one Tract without Developer’s written approval. There shall be no outside toilet built or used on the premises. No camper or recreational vehicle may be occupied overnight on any Tract except for periods of no more than thirty (30) consecutive days out of any period of sixty (60) days before a permanent dwelling is constructed on the Tract.

g.                  Tracts may be subdivided only with the approval of the County and Developer.

h.                  Dams may be built on creeks or natural waterways only if (1) written permission is obtained from the owner of the Tract adjacent to such waterway on the opposite side of the waterway;  (2) such dam will not be built so as to back water up or inundate the Tract of another Owner or Occupant, unless a written easement is obtained from such other Owner or Occupant;  (3) such dam will not cause the flooding of any roadway; and (4) such dam is constructed in accordance with all Federal, State, and Edwards County regulations governing said construction.

i.                    Electrical installations in all buildings, commercial or residential, shall be constructed and thereafter maintained in accordance with the National Electric Safety Code.  All plumbing installations and septic tanks shall be in accordance with the regulations and requirements of the Federal, State and Edwards County regulatory authorities, with every such building having plumbing facilities to be connected into a septic tank or other domestic wastewater treatment system of adequate size, properly installed, with adequate lateral lines, no line or other appurtenance of which shall extend nearer than fifty feet (50') to the property line of any separate adjacent Tract.

j.                    There shall be no use of any Tract as a dump ground for municipal solid waste, rubbish, garbage, or other waste, or as landfill area.  No trash or waste shall be deposited on any road or park.

k.                  Domestic livestock kept on any Tract shall not exceed in quantity the number of animal unites recommended by the Edwards County Extension Agent or his office.

l.                    No offensive, noxious, profane, or unlawful use shall be made of or on any Tract.

m.                No signs shall be erected on the property or any Primary or Secondary road without express permission of Developer. 

n.                  No construction, improvements, or obstructions of any type, including fences, shall be allowed in any portion of any Primary Road except that the Association may construct a gate near Little Hackberry Roads’ intersection with the County Road.  Secondary Roads may be gated so long as access is permitted to all affected Owners in the manner below, to-wit: 

(1)    Cliff Hanger Drive is to be used ONLY by four wheel drive vehicles in dry conditions.  It is to be used only by the owners and guests of Tracts 4, 5, 6, 9, and 10.

(2)    Indian Point is to be used ONLY by four wheel drive vehicles in dry conditions.  It is to be used only by the owners and guests of Tracts 9, 13, and 26.

(3)    Twisted Canyon is to be used ONLY by four wheel drive vehicles in dry conditions.  It is to be used only by the owners and guests of Tracts 11, 12, 15, and 16.

(4)    Leap of Faith to be used ONLY by four wheel drive vehicles in dry conditions.  It is to be used only by the owners and guests of Tracts19, 20, 38, 29, and 40.

(5)    Lost Canyon to be used ONLY by four wheel drive vehicles in dry conditions.  It is to be used only by the owners and guests of Tracts 22, 23, and 24.

(6)    Jumping Jack  to be used ONLY by four wheel drive vehicles in dry conditions.  It is to be used only by the owners and guests of Tracts 22 and 18.

(7)    Crossbow Trail to be used ONLY by four wheel drive vehicles in dry conditions.  It is to be used only by the owners and guests of Tracts 25 and 21.

(8)    Tin Can Road to be used ONLY by four wheel drive vehicles in dry conditions.  It is to be used only by the owners and guests of Tracts 28, 29, and 40.

o.                  No Owner or Occupant shall construct improvements of any kind or nature which shall impair or alter the flow of water, runoff or otherwise through existing drainage ways and drainage features on the property.

3.  Grazing Lease:  There exists a grazing lease on all Property as set forth in Exhibit "A", said grazing lease being more particularly described in Volume _____, Page _____, Official Public Records of Edwards County, Texas.   Owner or Occupant has no obligation to continue this Lease and may cancel the lease on his property by constructing fencing that meets local standards and is adequate to keep Lessee's livestock off his property.  In addition, Owner or Occupant must give Lessee thirty (30) days advance notice that he wishes to terminate the Grazing Lease with respect to his property.  The Grazing Lease shall stay in effect until Owner or Occupant has completed construction of aforementioned fencing.  If Owner or Occupant desires to remove or alter any existing fences on his property, Lessee shall be notified in advance in order to maintain control of the livestock.  Owner or Occupant shall not be entitled to receive any pro rata share of the Grazing Lease during its existence.

4.  Owners Association:  Owner and Occupants of each Tract shall be subject to mandatory membership in The Axis Springs Ranch Owners Association (the “Association”) and therefore be bound by its rules and regulations, including the following:

a.  The amount of an annual maintenance fund charge shall be an amount fixed by the Association, it being intended that the Association will for each year fix the annual maintenance fund charge at an amount estimated in good faith by the Association to be required in order that the funds produced thereby will approximate the costs and expenditures of such funds for the purposes aforementioned.  There shall be an Annual Charge of $2.00 per acre per Tract, with a minimum of $50.00 per Tract, commencing January 1, 2004, or when a tract is sold by the Developer, whichever is last, said amount to be paid to the Association.  The Developer shall not be responsible for paying any Owners Association assessments on any property under its ownership/control.   The annual maintenance charge as set forth in the preceding sentence, shall be adjusted as necessary at the end of any calendar year after 2004, but may not be raised more than 10% in any one year.   The Association may increase the amount of the Annual Charge, but the Annual Charge shall in no event be greater than $400.00 per Tract per year.  

b.  The Annual Charge shall be paid by the respective Owners or Occupants annually on the first day of December, in advance.  Unless the Owner or Occupant of any Tract shall pay the Annual Charge by the twentieth day of December of each year, the same shall be deemed delinquent and shall bear interest at the maximum legal annual rate until paid.  If a Tract is sold to an Owner or Occupant before the first day of December in any given year, the Annual Charge is due and payable to the Association on the date of sale.

c.  The Annual Charge hereby imposed shall be and remain a first charge against and a continued first vendor's lien against any Tract, and shall run with, bind and burden such land.  Provided, however, the lien of any mortgage, mechanic's lien, contract, deed of trust or vendor's lien imposed as a bona fide security for a purchase money loan, construction loan or improvement loan on the Tract in question shall not be invalidated by the foreclosure of the lien imposed by the Annual Charge.  The provisions of this paragraph are subject to the provisions of Paragraph 11, below.

d.  If the Owner or Occupant of a Tract shall fail to pay the Annual Charge, when due, the Association shall have the right to enforce the Vendor's lien which is hereby imposed, under the laws of the State of Texas, including a foreclosure sale and deficiency decree, subject to the same procedures as in the case of deeds of trust.

e.  Such funds received by the Association, shall be used by it for the payment of any expenses in maintaining Primary Roads, together with landscaping, and other expenses, if any, in association with Axis Springs Ranch, and the 54.77 acre Park situated therein.  Funds may also be used for the study and implementation of a game management plan for the subdivision.

f.  The Developer shall cause the Association to be established, at which time, all members shall become bound by its rules and regulations, and said rules and regulations shall supercede and take the place of this Section Four (4);  provided, however, that in no event shall the Annual Charge for belonging to the Association be in excess of those charges previously listed in Section Four a (4a).  The Association shall be entitled to receive any Annual Charge herein specified.  The Association may also be responsible for the maintenance of other Tracts made subject to the concept of this Declaration by way of a separate Declaration of Covenants, Conditions and Restrictions.

g.  Every Tract Owner or Occupant shall be allotted one vote per Tract for membership voting purposes.

5.  Acceptance of Declaration:  By acceptance of a deed, contract for deed, or by acquiring any ownership interest in any Tract included within this Declaration, each person or entity for himself or itself, his heirs, personal representatives, successors, transferees and assigns, binds himself, his heirs, personal representatives, successors, transferees and assigns, to all of the provisions, restrictions, covenants, conditions, rules and regulations now or hereafter imposed by this Declaration and any amendments thereof.  In addition, each such person by so doing thereby acknowledges that this Declaration sets forth a scheme for the improvement and development of the Property covered hereby. 

6.  Enforcement and Compliance:  The record Owner of each Tract whether or not in possession, and each Occupant of the Tract, whether or not a record owner, are bound by these Covenants and Restrictions and are jointly and severally responsible for compliance with these Covenants and Restrictions by themselves and the others.  The record Owner shall fully inform any tenant or other Occupant of these Covenants and Restrictions and of the obligation to comply with them.  Each Owner and Occupant waives notice of non-compliance with these Covenants and Restrictions.  If any Owner or Occupant fails to abide by these Covenants and Restrictions, any other Owner or Occupant of any Tract may initiate a suit or other proceeding at law or in equity to enforce these Covenants and Restrictions and seek damages or any other legal remedy, including injunctive relief to prevent construction, to remove improvements, or otherwise to compel compliance.  Any such Owner or Occupant of a Tract who prevails in any such suit shall be entitled to recover from the Owner or Occupant found in breach of these Covenants and Restrictions, all reasonable attorney fees and litigation expenses incurred in connection with the suit.  Any failure or delay to enforce any covenant or restriction shall not be deemed a waiver of any prior or subsequent violation of any such covenant or restriction.  Violation of any covenant or restriction shall not, however, bring about a forfeiture of title to any such Tract under violation.  Any proceeding in law or in equity to enforce this Declaration shall be brought in Edwards County, Texas.

7.  Owner’s right to amend:  These Covenants and Restrictions may be amended at any time by means of a written, recorded amendment signed by the Owners of no less than seventy percent (70%) of the Tracts with one vote per Tract.  For the purposes of this paragraph, the Developer shall be considered the Owner of all Tracts where record title is held by Developer.  Further, under the same procedure required for an amendment under this paragraph, waivers or variances of these Covenants and Restrictions may be granted from time to time with respect to any Tract, or with respect to any particular Owner or Occupant thereof, for the purpose of relieving hardship or permitted good architectural planning to be effected.

8.  Duration:  These Covenants and Restrictions shall be effective for a term of twenty-five (25) years from the date of recording of the same.  These Covenants and Restrictions shall continue in effect thereafter for successive ten (10) year terms unless, after the initial term of twenty-five (25) years, they are abrogated or set aside by a majority in ownership of the Tracts. 

9.  Severability:  Invalidation of any one of these covenants and restrictions by judgment or by court order shall in no wise affect any of the other covenants or provisions, each and all of which shall remain in force and effect.

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

11.  Veteran's Land Board:   Notwithstanding anything to the contrary, these restrictive covenants shall not be construed so as to prevent the Veterans Land Board or the State of Texas from deeding an acre to a Veteran contract holder for a homesite, nor shall they be construed so as to assess the Veterans Land Board of the State of Texas with any assessments or fees, and no lien shall attach to the Board's interest.  Any assessments or fees shall be the personal obligation of the Veteran contract holder, or his assigns.

12.   Notice of Regulatory and Other Matters Affecting the Property:  Owner or Occupant upon purchasing a Tract will be provided notice of regulatory and other matters affecting the Tract.

13.  Delegation and Assignment of Authority:  Developer may at anytime appoint a committee of one or more persons to exercise any or all of discretionary rights and powers reserved herein to Developer.  Developer may assign to any person or entity any or all rights, powers, reservations, easements and privileges herein reserved by and to Developer.  Any such assignee shall have the right to assign.

14. Developers Right of Use:  The Developer (including the General Partner and all Limited Partners) shall have the right to use the park for the period of twenty-five (25) years from the date of filing of this instrument.  Such use shall be in accordance with any use restriction imposed by the Association, however, the Association may not impose any restriction regarding this usage that is not imposed on Owners of tracts within the subdivision.

15.  Roadway Sight Lines:  The Association shall have the right and responsibility for maintaining Sight Lines at all subdivision road intersections.  If such maintenance requires the trimming and /or removal of trees and brush from a tract adjacent to the intersection, then such trimming/removal shall be limited to a distance of not more than twenty-five (25) feet from the road easement line.

This offering is made subject to prior sale, change of price, or withdrawal from the market at any time. The information contained herein is from sources deemed reliable but is not warranted or guaranteed by D&M Land Company, or agents thereof.