TABLE OF CONTENTS

ARTICLE
§ 1.01 §1.02 §1.03 § 1.04 § 1.05 § 1.06 § 1.07 § 1.08
§ 1.09
ARTICLE
§ 2.01 §2.02
§ 2.03 § 2.04
§ 2.05
§ 2.06
§2.07 §2.08 §2.09 § 2.10 §2.11 §2.12
§2.13
§2.14

CONDOMINIUM DECLARATION
FOR	^ vL'
THE PADDOCK CONDOMINIUMS	. /.A, . s
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Page

- DEFINITIONS

Apartment or Apartment Unit
Condominium Unit
Owner
General Common Elements
Limited Common Elements
Entire Premises or Property
Common Expenses
Association of Unit Owners or Home Owner's Association
Map, Survey Map or Plans

1
1
1
1
2
2
2
2
2

I - GENERAL PROVISIONS

Condominium Map	3
Division of Property and Creation of Condominium Units	3
Description of Condominium Units	3
General Common Elements and Limited
Common Elements	3
Non-Partitionability of Condominium
Units and Common Elements	4
Inseparability of Condominium Unit and Common Elements	4
Separate Tax Assessment	4
Ownership-Title	4
Occupancy	4
Use	4
Easements and Encroachments	4
Termination of Mechanic's or Materialmen's Liens and Indemnification	4
Personal Property for Common	Use	5
Transfer and Assignment of Parking Spaces 5

TRAVIS COUNT* TEXAS

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Page

ARTICLEIII - ADMINISTRATION AND MANAGEMENT§3.01The Paddock Home Owner1 s Association - Managing Agent5§3.02Access for Maintenance and Repair6§ 3.03Owner's Responsibility for Maintenance of Apartment Unit6§3.04Interference with Structural Soundness of Building6§ 3.05Compliance with Provisions of Declaration and By-Laws6ARTICLEIV - COMMON EXPENSES AND ASSESSMENTS§ 4.01Monthly Maintenance, Management and Insurance Assessment7§ 4.02Capital Improvements Assessment7§ 4.03Owner's Obligation for Payment of Assessments8§ 4.04Waiver of Use of General Common Elements or Abandonment of Apartment Unit8§ 4.05Assessment Lien8§ 4.06Liability for Assessments Upon Transfer of Condominium Unit9ARTICLEV - INSURANCE§ 5.01(A) Fire and Extended Coverage9§ 5.01(B) Insurance Policy - Waiver of Subrogation10§ 5.02Liability Insurance10§5.03Fidelity Bond10§5.04Condominium Unit Owners Insurance10ARTICLEVI - EIRE OR CASUALTY AND OBSOLESCENCE§ 6.01Association as Attorney-In-Fact11§6.02Damaqe to Less than Two-Thirds of Common Elements - Procedure for Repair and Restoration11§ 6.03Damaqe to Two-Thirds or More of Common Elements - Procedure for Repair and Restoration12-2-
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§6.04
Obsolescence of Common Element - Repair,
Renovation and Assessment
13
§ 6.05
Obsolescence of Common Element -
Abandonment, Sale and Distribution
of Proceeds
13
ARTICLE
VII - MORTGAGING A CONDOMINIUM UNIT
§7.01
Mortgage Priorities
14
§7.02
Mortgagee Rights
14
ARTICLE VIII - MISCELLANEOUS
§8.01
Revocation or Amendment to Declaration
16
§8.02
Dimensions
17
§8.03
Limitations of Restriction on Declarant
17
§8.04
Taxes
18
§8.05
Notices
18
§8.06
Eminent Domain
18
§8.07
Management Agreements
18
§8.08
Validity of Declarations
18
EXHIBITS
A
Legal Description of Real Property
B
Condominium Map - survey
C
Schedule of Units, Square Footage Per Unit
and Percentage of Ownership in Common
Elements

D

By-Laws - The Paddock Home Owners Association
Inc.
CONDOMINIUM DECLARATION

FOR
THE PADDOCK CONDOMINIUMS

THE STATE OF TEXAS	§
§	KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TRAVIS	§
THAT, WHEREAS, THE HAMLETS CORPORATION, a Texas Corporation, hereinafter called "Declarant", is the owner of certain real property and the improvements thereon situated in the County of Travis, State of Texas, which property is more particularly described on the attached Exhibit "A" which, by this reference, is made a part hereof; and
WHEREAS, Declarant desires to establish a condominium regime under the Condominium Act of the State of Texas, and
WHEREAS, the above described property is presently improved with ten (10) buildings containing one hundred two (102) individual apartment-type units which the Declarant intends to dedicate as condominium units, as follows:

ARTICLE I DEFINITIONS
When used in this Condominium Declaration, the words set out below shall have the following meanings:
§ 1.01 "Apartment" or "apartment unit" means one individual air space unit which is contained within the perimeter walls, floors and ceilings of a building as shown on the map.
§ 1.02 "Condominium unit" means one individual air space unit together with the interest in the general common elements appurtenant to such unit, and limited common elements appurtenant to such unit.
§ 1.03 "Owner" means a person, firm, corporation, partnership, association or other legal entity, or any combination thereof, who owns one or more condominium units in THE PADDOCK CONDOMINIUMS, including the Declarant, but the term owner shall not include any mortgagee.
§ 1.04 "General Common Elements" means and includes:
(1)	The land described on Exhibit "A" on which the buildings are located;
(2)	The foundations, columns, girders, beams, supports, main walls and roofs; dividing walls between two or more units, or units and common elements, halls, lobbies, walkways, stairs, entrances and exits of the building.
(3)	The yards, gardens, unassigned parking areas, fences, unassigned storage areas, streets, service drives, service easements, recreation areas, laundry rooms, boiler rooms and mechanical rooms, if any.

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(4)	The installations consisting of the equipment and materials making up central services such as power, light, gas, water, and the like; pumps, motors, fans, compressors, ducts, driveways, and in general all apparatus and installations existing for the common use and enjoyment of the premises and necessary for the common use and maintenance of the Property as a condominium, including those items which have been designated as common areas and facilities on the Condominium map attached hereto.
(5)	All other structures, facilities and located on the property necessary or convenient to its existence, maintenance and safety, or normally in common use.
(6)	Parking spaces not specifically designated as a limited common element of a designated apartment unit and described on the condominium map attached hereto as unassigned parking spaces, if any.
§ 1.05 "Limited Common Elements" means a part of the general common elements reserved for the exclusive use of the owner of a condominium unit; parking areas, balconies and patios, and attic spaces directly above a unit, if any, indicated on Exhibit 'B,! as appurtenant limited elements to a specific unit only, shall be deemed limited common elements.
§ 1.05 "Entire Premises" or "Property" means and includes the land, the building, all improvements and structures thereon, and all rights, easements and appurtenances belonging thereto.
§ 1.07 "Common Expenses" means and includes:
(1)	All sums	lawfully assessed	against	the	general
common elements by the Managing Agent or Board of Directors
(2)	Expenses of administration and management, maintenance, repair or replacement of the general common elements;
(3)	Expenses agreed upon as common expenses by the owners; and
(4)	Expenses declared common expenses by provisions of this Declaration and by the By-Laws.
§ 1.08 "Association of Unit Owners" or "Homeowners Association"	means a	Texas non-profit	corporation,	which
corporation shall govern the administration of this condominium property, the members of which shall be all of the owners of the condominium units, during the period of their respective ownership and the respective heirs, personal representatives, successors and assigns of such owners.
§ 1.09 "Map", "Survey Map" or "Plans" means and includes the engineering survey of the land locating thereon all of the improvements,	the floor	and elevation plans	and any	other	drawing
or diagrammatic plan	depicting a part	of or	all	of the
improvements, same being herewith filed, consisting of 22 sheets labeled Exhibit "B", and incorporated herein by reference for all purposes.

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ARTICLE II

GENERAL PROVISIONS

§ 2.01 Condominium. Map. The Map, shall be filed for record simultaneously with the recording of this Declaration as an exhibit and part hereof, and prior to the first conveyance of any condominium unit. Such map shall consist of and set forth (1) the legal description of the surface of the land; (2) the linear measurements and location, with reference to the exterior boundaries of the land, of the building and all other improvements built or to be built on said land by Declarant; (3) floor plans and elevation plans of the building built or to be built thereon showing the location, the building designation, the apartment unit designation and the linear dimensions of each apartment unit and the limited common elements; (4) the elevations of the unfinished interior surfaces of the floors and ceilings as established from a datum plane.	0	no
j-uu~/00J
Declarant reserves the right to amend the Map, from time to time, to conform the same according to the actual location of any of the improvements and to establish, vacate and relocate easements, access road easements and on-site parking areas.

§ 2.02 Division of Property and Creation of Condominium Units. - The real property is hereby divided into the following separate fee simple estates:

(a)	One hundred two (102) fee simple estates consisting of one hundred two (102) separately designated apartment units, each such apartment unit and limited common element for such unit identified by number on the Condominium Map, (Exhibit "B").
(b)	The remaining portion of the entire premises referred to as the "general common elements" shall be held in common by the owners. Each unit owner's undivided percentage interest in the common elements are set forth in Exhibit "C" attached hereto and incorporated herein by reference for all purposes.
§ 2.03	Description of Condominium Units.	Every deed,
lease, mortgage, trust deed or other instrument may legally describe a condominium unit by its identifying unit number, followed by the words THE PADDOCK CONDOMINIUMS and by a reference to this recorded Declaration and Map. Every such description shall be deemed good and sufficient for all purposes to convey, transfer, encumber or otherwise affect the general common elements.

§ 2.04 General Common Elements and Limited Common Elements¦ A portion of the general common elements is set aside and reserved for the exclusive use of individual owners, such areas being the limited common elements. The limited common elements reserved for the exclusive use of the individual owners are the automobile parking spaces, patios and balconies, which are shown on the map. Such spaces are allocated and assigned by the Declarant to the respective condominium units as indicated on Exhibit "B", inclusive, hereto attached, the parking spaces assigned to each apartment unit being designated by the apartment unit number preceded by the prefix "PS", and in like manner, the balcony, assigned to each apartment unit being designated by the apartment unit number preceded by the prefix "B", and in a like manner the patio assigned to each apartment unit being designated by the apartment unit number preceded by the prefix "P". Such limited common elements shall be used in connection with the particular apartment unit to the exclusion of the use thereof by the other owners except by invitation. Portions of the common area are intended as recreation areas. Reasonable regulations

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governing the use of said recreational areas by owners and by their guests and invitees shall be promulgated by the Declarant, and by the Board of Directors after same has been elected or by Managing Agent. Each Owner shall be required strictly to comply with said Rules and Regulations, and shall be responsible to the Board of Directors for the compliance therewith by members of his or her family, relatives, guests or invitees, both minor and adult.	-5	p;o
§ 2.05	Non-Partitionability of	Condominium Units and
Common Elements. The general common elements shall be owned in common by all of the owners of the apartment units and shall remain undivided, and no owner shall bring any action for partition or division of the general common elements or any condominium unit.
§ 2.06 Inseparability of a Condominium Unit and Common Elements. Each apartment unit and the undivided interest m and to the general common elements appurtenant thereto shall be inseparable and may be conveyed or encumbered only as a condominium unit.
§ 2.07 _ Separate Tax Assessment.	Declarant shall give
written notice to the assessor of the creation of condominium ownership of this property, as is provided by law, so that each apartment unit and its undivided interest in the general common elements shall be deemed a separate parcel and subject to separate assessment and taxation.
§2.08 Ownership-Title ¦ A condominium unit may be held and owned by more than one person as joint tenants or as tenants in common, or in any real property tenancy relationship recognized under the laws of the State of Texas.
§ 2.09 Occupancy. Each owner shall be entitled to exclusive ownership and possession of his apartment unit. Each owner may use the general common elements in accordance with the purpose for which they are intended, without hindering or encroaching upon the lawful rights of the other owners. Nothing shall be altered or constructed on or removed from the common elements, except upon written consent of the Board of Directors.
§ 2.10 Use. Each apartment unit shall be occupied and used by the owner only as and for a residential dwelling for the owner, his family, his social guests or his tenants.
§ 2.11 Easements and Encroachments. If any portion of the general common elements encroaches upon, an apartment unit or apartment units, a valid easement for the encroachment and for the maintenance of same, so long as it stands, shall and does exist. If any portion of an adjoining apartment unit or apartment units encroaches upon the general common elements, a valid easement for the encroachment and for the maintenance of same, so long as it stands, shall and does exist. For title or other purposes, such encroachment(s) and easement(s) shall not be considered or determined to be encumbrances either on the general common elements or the apartment units. In addition, the Home Owners Association shall have the right to grant permits, licenses and easements over the common areas for utilities, roads and other purposes reasonably necessary or useful for the proper maintenance of operation of the condominium project.
§ 2.12 Termination of Mechanic' s or Materialmen's Liens and Indemnification. Subsequent to the completion of the improvements described on the map, no labor performed or materials furnished and incorporated in an apartment unit with the consent or at the request of the owner thereof or his agent or his contractor or subcontractor shall be the basis for filing of a lien against the general common elements owned by such other owners. Each owner shall idemnify and hold harmless each of the

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other owners from and against all liability arising from the claim of any lien against the apartment unit of any other owner or against the general common elements for construction performed or for labor, materials, services or other products incorporated in the owner's apartment unit at such owner's request.

defined in Article III, § 3.01 herein. Declarant shall execute and deliver a bill of sale to the Association transferring all items of personal property, if any, located on the entire premises and furnished by Declarant, which property is intended for the common use and enjoyment of the condominium unit owners and occupants. The Association shall hold title to such property for the use and enjoyment of the condominium unit owners and occupants. No owner shall have any other interest and right thereto, and all such right and interest shall absolutely terminate upon the owner's termination of possession of his condominium unit.
§ 2.14 Transfer and Assignment of Parking spaces. Assigned parking spaces can be transferred and assigned from one unit owner to another, without the consent of the other unit owners, provided however, no such assignment shall be valid until the following occurs:

Notwithstanding the above, no such assignment shall effect either the assignors' , or assignees' percentage of interest in the common elements, and under no circumstance shall any assignment be valid if the result would be that a Unit would no longer have an assigned parking space.

§ 3.01 The Paddock Home Owner's Association Inc. Managing Agent. The administration of this condominium property shall be governed by By-Laws of THE PADDOCK HOME OWNER'S ASSOCIATION INC., a non-profit corporation, hereinafter referred to as the "Association". A copy of the "By-Laws" is hereto attached marked Exhibit "D" and incorporated herein; and same shall be deemed adopted by Declarant as sole owner of the property herein described, and all owners shall be bound thereby. "Association" as here used shall refer to the member owners as a group. An owner of a condominium unit, upon becoming an owner, shall be a member of the Association and shall remain a member for the period of his ownership. The initial Managing Agent shall be THE HAMLETS CORPORATION, whose address is 4111 Medical Parkway, Suite 101, Austin, Texas 78756, and the Managing Agent perform all of the duties of the Board of Directors and shall have and exercise all of the powers and functions, including assessment and collection of common expenses, delegated hereunder to the Board of Directors and other officers of the Association, until the earlier of the expiration of three (3) years from the date the first unit contained in this Declaration is sold, transferred and conveyed or until one hundred twenty (120) days after seventy-five percent (75%) of all units are sold, said period is hereinafter referred to as the sale and development period. Nothing contained in this Article III, § 3.01 shall be construed to prevent the Managing Agent from relinquishing the control and responsiblity for the administration and management of the regime to the Board of Directors prior to the end of such sale and development period.
§ 2.13 Personal Property for Common Use. Upon
(a) The mortgagee of the assignor and assignee must consent in writing to the assignment.

(b) The transfer and assignment must be recorded in the Condominium Records by way of an amendment to Exhibit "B" and must be in a form approved by the Board of Directors, in writing prior to filing.

ARTICLE III

ADMINISTRATION AND MANAGEMENT

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The Board of Directors of the Association shall set the management fee, if any, for the Managing Agent. Prior to passage of control, the Association shall not be bound, either directly or indirectly to contracts or leases (including management contracts) unless the Association is provided with the right of termination without cause, and exercisable without penalty at any time after the passage of control, upon not more than ninety (90) days^j2^i_<re?fee% the other party thereto.	^'U~:iD0D
§ 3.02	Access for Maintenance and Repair. The owners
shall have the irrevocable right, to be exercised by the Managing Agent or Board of Directors of the Association, to have access to each apartment unit from time to time during reasonable hours as may be necessary for the maintenance, repair or replacement of any of the general common elements therein or accessible therefrom, or for making emergency repairs therein necessary to prevent damage to the general or limited common elements or to another apartment unit or apartment units.
§ 3.03	Owner's Responsibility for Maintenance of
Apartment Unit. An owner shall maintain and keep in repair the interior of his own apartment unit, including the fixtures thereof. All fixtures and equipment, including the heating and air conditioning system, installed within the apartment unit, commencing at a point where the utility lines, pipes, wires, conduits or systems (which for brevity are hereafter referred to as "utilities") enter the apartment unit shall be maintained and kept in repair by the owner thereof. Without limitation on the generality of the foregoing, an owner shall maintain and keep in good repair (and replace, if so required) the air conditioning compressor, fans, ductwork, heating unit and cooling coils, utilized in and for his apartment unit, as well as other fixtures situated within or installed into the limited common elements appurtenant to such apartment unit; and an owner shall be obligated to promptly repair and replace any broken or cracked windows, doors or glass therein that might be so broken or cracked. Notwithstanding anything to the contrary contained in this Article III, § 3.03 an owner when exercising his right and responsiblity of repair, maintenance, replacement or remodeling, as herein defined, shall never alter in any manner whatsoever, the exterior appearance of his apartment unit.
An owner shall not be deemed to own the undecorated and/or unfinished surfaces of the perimeter walls, floors and ceilings surrounding his apartment unit, nor shall such owner be deemed to own the utilities running through his apartment unit which are utilized for, or serve more than one apartment unit, except as a tenant in common with the other owners. An owner, however, shall be deemed to own and shall maintain the inner decorated and/or finished surfaces of the perimeter and interior walls, floors and ceilings, doors, windows and other such elements consisting of paint, wallpaper, carpet, appliances, interior partition walls, and fixtures.

§ 3.04 Interference with Structural Soundness of Building. An owner shall do no act nor any work that will impair the structural soundness or integrity of the building or impair any easement or hereditament.	No owner shall in any way alter,
modify, add to, or otherwise perform any work whatever upon any of the common elements, save with written consent of the Board of Directors first obtained.
§ 3.05 Compliance with Provisions of Declaration and By-Laws. Each owner shall comply strictly with the provisions of this Declaration, the By-Laws and the decisions and resolutions of the Association adopted pursuant thereto as the same may be lawfully amended from time to time. Failure to comply with any of the same shall be grounds for an action to recover sums due for

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damages or injunctive relief, or both, maintainable by the
Managing Agent or Board of Directors on behalf of the owners or, in
proper case, by an aggrieved owner.

ARTICLE IV
COMMON EXPENSES AND ASSESSMENT	3"Q8~	2657
§ 4.01	Monthly	Maintenance,	Management and	Insurance
Assessment. The assessments made shall be based upon the cash
requirements deemed to be such aggregate sum as the Managing Agent
or Board of Directors of the Association shall from time to time
determine is to be paid by all of the owners, including Declarant,
to provide for the payment of all estimated, expenses growing out
of or connected with the maintenance and operation of the general
common elements, which sum may include, among other things, cost
of management, assessments, fire insurance with extended coverage
and vandalism and malicious mischief with endorsements attached,
issued in accordance with the provision of this Declaration,
casualty and public liability and other insurance premiums,
landscaping and care of grounds, common lighting, repairs and
renovations,	garbage	collections,	wages, water	charges,
electricity charges, gas charges, legal and accounting fees,
management fees, expenses and liabilities incurred by the Managing
Agent or Board of Directors under or by reason of this
Declaration, the payment of any deficit remaining from a previous
period, the creation of a reasonable contingency or other reserve
or surplus funds as well as other costs and expenses relating to
the general common elements. The limited common elements shall be
maintained as general common elements and owners having exclusive
use thereof shall not be subject to any special charges or
assessments for the repair or maintenance thereof. The omission
or failure of the Board to fix the assessment for any month shall
not be deemed a waiver, modification, or a release of the owners
from the obligation to pay.
Taxes are not part of the common expenses except as otherwise
provided in Article VIII, § 8.04 hereof.
Each owner shall pay for his own utilities which are
separately metered and billed to each unit by the respective
utility companies. Utility expenses which are not separately
billed or metered shall be part of the common expenses and each
unit owner shall pay his pro-rata share thereof as in the case of
other common expenses.
§ 4.02 Capital Improvement Assessment. In addition to
the regular monthly assessments authorized by this Declaration or
by the By-Laws, the Managing Agent or the Board of Directors may
levy in any fiscal year a special assessment or assessments
applicable to that fiscal year only, for the purpose of defraying,
in whole or in part, the cost of any construction or reconstruction
or unexpected major repair or replacement of a
described capital improvement constituting or to constitute part
of the common elements, including the necessary fixtures and
personal property related thereto, or for the purchase of any
movable or personal property for the common use of all the owners,
or for such other purpose or purposes as the Managing Agent or the
Board of Directors may consider appropriate and for the common
benefit of all of the owners in proportion to their ownership
interest in the common elements as set out in this Declaration;
provided, however, that no such special assessment shall become
effective until the same has received the affirmative vote of at
least two-thirds (2/3) of the total votes cast, in person or by
proxy, at a special meeting of the members of the Association to be
called for the purpose of such vote, notice of which special
meeting shall be given to each member in accordance with the
provisions of the By-Laws regarding notices of special meetings.
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At any such meeting the member may by the required affirmative vote aforesaid, amend or modify any such assessment prepared by the Managing Agent or the Board of Directors. The pro-rata part and share of each owner of any such special assessment shall be due and payable as provided in the resolution adopting or approving any such special assessment.	n
o~ub"-vu
§4.03	Owner1 s Obligation for Payment of Assessments^ 'Sir
owners shall be personally obligated to pay the estimated assess- ments imposed by the Board of Directors or Managing Agent of the Association to meet the common expenses. The assessments shall be made pro rata according to each owner's undivided interest in and to the general common elements. Assessments for the estimated common expenses, shall be due monthly in advance, on or before the fifth (5th) day of each month. Failure to pay by the tenth (10th) day of each month shall require the imposition may pay any unpaid common expense payable with respect to such unit, and upon such payment such encumbrancer shall have a lien on such unit for the amounts paid of the same rank as the lien of his encumbrance.
§4.04	Waiver of Use of General Common Elements or
Abandonment of Apartment Unit. No owner may exempt himself from liability for this contribution towards the common expenses by waiver of the use or enjoyment of any of the general common elements, or by abandonment of his apartment unit.
§ 4.05	Assessment Lien. All sums assessed by either
regular or special assessments but unpaid for the share of common expenses chargeable to any condominium unit, including interest thereof at ten (10%) per cent per annum, shall constitute a lien on such unit superior (prior) to all other liens and encumbrances, except only for:
(a)	Tax and special assessment liens in favor of any assessing unit, and
(b)	All sums unpaid on a first mortgage or first deed of trust of record, including all unpaid obligatory sums as may be provided by such encumbrance, and including additional advances made thereon prior to the arising of such a lien.
To evidence such lien the Board of Directors or Managing Agent may, but shall not be required to, prepare a written notice setting forth the amount of such unpaid indebtedness, the name of the owner of the condominium unit and a description of the condominium unit. Such a notice shall be signed by one of the Board of Directors or by the Managing Agent and may be recorded in the Office of the County clerk of Travis County, Texas. Such lien for the common expenses shall attach from the date of the failure of payment of the assessment. Such lien may be enforced by foreclosure of the defaulting owner's condominium unit by the Association in like manner as a mortgage on real property upon the recording of a notice or claim thereof. In any such foreclosure, the owner shall be required to pay the costs and expenses of such proceedings, the costs and expenses for filing the notice or claim of line and all reasonable attorney's fees. The owner shall also be required to pay to the Association a reasonable rental for the condominium unit during the period of foreclosure, and the Association shall be entitled to a receiver to collect the same. The Association shall have the power to bid on the condominium unit at foreclosure sale and to acquire and hold, lease, mortgage and convey the same.
The amount of the common expenses assessed against each condominium unit shall also be a debt of the owner thereof at the time the assessment is made. Suit to recover a money judgment for the unpaid common expenses shall be maintained without foreclosure or waiving the lien securing same.

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Any encumbrancer holding a lien on a condominium unit may pay any unpaid common expense payable with respect to such unit, and upon such payment such encumbrancer shall have a lien on such unit for the amounts paid of the same rank as the lien of his encumbrance.	„
Each owner, by acceptance of a deed to a condominium'Sini hereby expressly vests in the Association or its agents the right and power to bring all actions against such owner personally for the collection of such charges as a debt, and to enforce the aforesaid lien by all methods available for the enforcement of such liens, including non-judicial foreclosure pursuant to Article 3810 of the Texas Revised Civil Statutes, or any other duly enacted law of the State of Texas, and such owner hereby expressly grants to the Association a power of sale in connection with said lien.

§4.06	Liability for Assessment upon	Transfer	of
Condominium Units. Upon payment to the Association of a reasonable fee not to exceed Twenty-Five and No/100	($25.00)
Dollars, and upon the written request of any owner or any encumbrancer or prospective encumbrancer of a condominium unit, the Association, by its Managing Agent or Board of Directors, shall issue a written statement setting forth the unpaid common expenses, if any, with respect to the subject unit, the amount of the current monthly assessment and the date that such assessment becomes due, credit for advanced payments or for the prepaid items, including but not limited to insurance premiums, which shall be conclusive upon the Association in favor of all persons who rely thereon in good faith. Unless such request for a statement of indebtedness shall be complied with within ten (10) days, all unpaid common expenses which become due prior to the date of making of such request shall be subordinate to the lien of the person requesting such statement.
The grantee of a unit shall be jointly and severally liable with the grantor for all unpaid assessments against the latter for his proportionate share of the common expenses up to the time of the grant or conveyance, without prejudice to the grantee's right to recover from the grantor the amounts paid by the grantee therefor; provided, however, that upon payment to the Association of a reasonable fee not to exceed Twenty-Five and No/100 ($25.00) Dollars, and upon written request, any such prospective grantee shall be entitled to a statement from the Managing Agent or Board of Directors, setting forth the amount of the unpaid assessment, if any, with respect to the subject unit, the amount of the current monthly assessment and the date that such assessment becomes due, credit for advanced payments or for prepaid items, including but not limited to insurance premiums, which shall be conclusive upon the Association. Unless such request for a statement of indebtedness shall be complied with within ten (10) days of such request, then such grantee shall not be liable for nor shall the unit conveyed be subject to a lien for, any unpaid assessments against the pubject unit. The provisions set forth in this Article IV, § 4.06 shall not apply to initial sales of the units by Declarant.
ARTICLE V
INSURANCE
§ 5.01(A). Fire and Extended Coverage. The Managing Agent or Board of Directors shall maintain at all times Texas Multi-Peril Condominium Insurance insuring such risks as are customarily covered with respect to condominium buildings including the "entire premises", insuring one hundred percent (100%) of the current replacement cost of the condominium including all general and limited common elements, fixtures and improvements including fixtures and improvements within the condominium units constituting THE PADDOCK CONDOMINIUMS. This insurance shall be
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issued by responsible insurance companies authorized to do
business in the State of Texas preferably upon forms prescribed or
approved by the Texas State Board of Insurance naming the
Association the insured, which policy or policies indemnify the
interests of each condominium unit owner and shall provide for the
standard non-contributory mortgagee clause in favor of each
mortgagee. It shall also provide that it cannot be canceled by
either the insured or the insurance company until after ten (10)
days prior written notice to each first mortgagee. Said Managing . .5 Agent or Board of Directors shall, upon request of any first T
mortgagee, furnish a certified copy of such blanket policy and the C.D
separate certificate identifying the interest of. the mortgagor. r~y All policies of insurance shall provide that the insurance po
thereunder shall be invalidated or suspended only in respect to Oh
the interest of any particular owner guilty of a breach of 23 warranty, act, omission, negligence or non-compliance of any
provision of such policy, including payment of the insurance
premium applicable to that owner's interest, or who permits or
fails to prevent the happening of any event, whether occuring
before or after a loss, which under the provisions of such policy
would otherwise invalidate or suspend the entire policy, but the
insurance under such policy, as to the interests of all other
insured owners not guilty of any such act or omission, shall not be
invalidated or suspended and shall remain in full force and
effect. Provided further, the Home Owner's Association, in order
to preserve the integrity of the Condominium Project, shall be
deemed to have an "insurable interest" in each condominium unit
and the property contained within the unfinished interior surface
of the perimeter walls, floors and ceiling of each unit, and may
insure such property and improvements within the interior
unfinished perimeter walls, floors, and ceiling of each
condominium unit, and may insure fixtures, installations or
additions comprising a part of the building within the unfinished
interior surfaces of the perimeter walls, floors and ceilings of
individual condominium units initially installed, or replacements
thereof, in accordance with the original condominium plans and
specifications.
§ 5.01(B). Insurance Policy - Waiver of Subrogation. The
insurance policies must contain a "special condominium
endorsement" which provides for a waiver of the right of
subrogation against unit owners individually; the insurance is not
prejudiced by any act or neglect of individual unit owners which
is not in the control of such owners collectively; and the policy
is primary in the event the unit owner has other insurance
covering the same loss.
§ 5.02. Liability Insurance. The Board of Directors shall
maintain a policy of comprehensive public liability insurance in
an amount not less than one million dollars ($1,000,000.00) and
property damage insurance against claims for personal injury or
death, or property damage suffered by the public, or any owner,
family, agent, employee, or invitee of an owner, occurring in, or
on or about j the limited or general common elements hereof,
including, but not limited to walkways, terraces, passageways,
driveways, roadways, stairs, or property adjoining the
condominium, which public liability and property damage insurance
shall afford protection to such limits and extent as the Board of
Directors deems desirable. Provided further that such liability and property damage insurance policy shall contain a crossliability
endorsement wherein the rights of named insured under
the policy or policies shall not prejudice his, her, or their action or actions against another named insured. This liability
coverage does not insure the individual unit owner for liability
or damages arising out of the use of his individual condominium
unit as distinguished from the common elements of the condominium
project. Such policies must provide that they may not be
cancelled or substantially modified, by any party, without at
least ten (10) days' prior written notice to the Home Owners

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Association and to each holder of a first mortgage which is listed
as a scheduled holder of a first mortgage in the insurance policy.
§ 5.03. Fidelity Bond. The Association shall maintain a
blanket fidelity bond for all the officers, directors, trustees,
and employees of the Association, and all other persons handling
or responsible for funds of or administered by the Home Owner's ( ^
Association and that such bond shall at all times satisfy the
requirements of FNMA/FHLMC.	CT-U
§ 5.04. Condominium Unit Owners Insurance. The insurance |-!j
required in §5.01 does not insure the personal property, clothing, CD
and furniture of the unit owner, and each such unit owner shall, at
the owner1s option and expense, obtain such other insurance as the
owner deems necessary to insure such personal property. Provided
further, nothing herein shall be construed to prohibit the owner
of a unit from obtaining at his cost and expense such additional
insurance as may be necessary to insure his condominium unit and
the fixtures and improvements therein.
ARTICLE VI
FIRE OR CASUALTY AND OBSOLESCENCE
§ 6.01. Association as Attorney-in-Fact. This Declaration
hereby makes mandatory the irrevocable appointment of THE PADDOCK
HOME OWNER'S ASSOCIATION INC. as attorney-in-fact to deal with the
property upon its destruction or obsolescence. Title to any
condominium unit is declared and expressly made subject to the
terms and conditions hereof, and acceptance by any grantee of a
deed from the Declarant or from any owner shall constitute
appointment of the attorney-in-fact herein provided. All of the
owners irrevocably constitute and appoint THE PADDOCK HOME OWNER'S
ASSOCIATION INC., their true and lawful attorney in their name,
place and stead, for the purpose of dealing with the property upon
its destruction or obsolescence as is hereafter provided. As
attorney-in-fact, the Association, by its president and secretary,
shall have full and complete authorization, right and power to
make, execute and deliver any contract, deed or any other
instrument with respect to the interest of a condominium unit
owner which are necessary and appropriate to exercise the powers
herein granted. Unless otherwise stated specifically herein,
repair and reconstruction of the "improvements" as used in the
succeeding subparagraphs means restoring general and limited
common elements to substantially the same condition in which it
existed prior to the damage, with each unit and the general and
limited common elements having the same vertical and horizontal
boundaries as before. Unless specifically stated it does not
include any restoration for the improvements within the unfinished
perimeter walls, floor and ceiling of the condominium unit. In
the event of damage or destruction due to fire or other disaster,
the insurance proceeds, if sufficient to reconstruct the
"improvements", shall be applied by the Association, as attorney
in-fact, to s^ich reconstruction, and the "improvements" shall be
promptly repaired and ireconstructed. The proceeds of any
insurance collected shall be made available to the Association for
the purpose of repair, restoration or replacements unless the
holders of the first mortgagees agree not to rebuild in accordance
with the provisions set forth in the remaining, sections of this
Article VI.
§ 6.02. Damage to LESS Than Two-Thirds of Common Elements - Procedure for Repair and Restoration. If the insurance proceeds
are insufficient to repair and reconstruct the "improvements", and
if such damage is less than two-thirds (2/3) of all of the common
elements, not including land, such damage or destruction shall be
promptly repaired and reconstructed by the Association, as
attorney-in-fact, using the proceeds of insurance and the proceeds
of an assessment to be made against all of the owners and their

i

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condominium units. The cost of restoration and repair in excess
of the insurance proceeds shall be a common expense made pro-rata
according to each owner's percentage interest in and to the
general common elements and shall be due and payable within thirty
(30) days after written notice thereof. The Association shall
have the authority to cause the repair or reconstruction of the
"improvements" using all of the insurance proceeds for such
purpose notwithstanding the failure of an owner to pay ther.o
assessment. The assessment provided for herein shall be a debt of L,
each owner and a lien on his condominium unit and may be enforced
and collected as is provided in Article IV, § 4.05. In addition I
thereto, the Association, as attorney-in-fact, shall have the l,0
absolute right and power to sell the condominium unit of any owner
refusing or failing to pay such deficiency assessment within the po
time provided, and if not so paid, the Association shall cause to
be recorded a notice that the condominium unit of the delinquent
owner shall be sold by the Association. The proceeds derived from
the sale of such condominium unit shall be used and disbursed by
the Association, as attorney-in-fact, in the following order:
(1)	For payment of the balance of the lien of any first
mortgage;
(2)	For payment of taxes and special assessment liens in
favor of any assessing entity;
(3)	For payment of unpaid common expenses including cost and
expenses provided for in Article IV, § 4.05;
(4)	For payment of junior liens and encumbrances in order of
and to the extent of their priority; and
(5)	The balance remaining, if any, shall be paid to the
condominium unit owner.
Any restoration or repair of the project shall be performed
substantially in accordance with the declaration and the original
plans and specifications, unless other action is approved by
eligible holders holding mortgages on unit estates which have at
least fifty-one percent (51%) of the votes of unit estates subject
to eligible holder mortgages.
§ 6.03. Damage to Two-Thirds or MORE of Common Elements - Procedures for Repair and Restoration. If more than two-thirds
(2/3) of all of the general common elements, not including land,
are destroyed or damaged, and if the owners representing an
aggregate ownership interest of one hundred percent (100%) of the
condominium units do not voluntarily, within one hundred (100)
days thereafter, make provision for reconstruction, which plan
must have the unanimous approval or consent of the holders of all
the first mortgages, the Association shall forthwith record a
notice setting forth such fact or facts, and upon the recording of
such notice by the Association's president and secretary, the
entire remaining premises shall be sold by the Association, as
attorney-in-fact, for ;all* of the owners, free and clear of the
provisions contained in this Declaration, the Map and the By-Laws.
The insurance settlement proceeds shall be collected by the
Association, and such proceeds shall be divided by the Association
according to each unit owner's interest (as such interest appear
on the policy or policies), and such divided proceeds shall be
paid into individual separate accounts, each such account
representing one of the condominium units. Each such account
shall be in the name of the Association, and shall be further
identified by the number of the apartment unit and the name of the
owner. From each separate account, the Association, as attorney
in-fact, shall use and disburse the total amount (of each) of such
accounts, without contribution from any account to another, toward
the full payment of the lien of any first mortgage against the
condominium unit represented by such separate account. There
shall be added to each such account, the apportioned amount of the proceeds derived from the sale of the entire property. Such apportionment shall be based upon each condominium unit owner's interest in the general common elements. The total funds of each account shall be used and disbursed, without contribution from one account to another, by the Association, as attorney-in-fact, for the same purposes and in the same order as is provided in § 6.02 above.	1
R
If the owners representing an aggregate ownership interest of one hundred percent (100%) of the condominium units adopt a plan p.j for reconstruction, which plan has the unanimous approval of all cn first mortgages, then all of the owners shall be bound by the terms and other provisions of such plan. Any assessment made in connection with such plan shall be a common expense and made pro rata according to each owner' s interest in the general common elements and shall be due and payable as provided by the terms of such plan but not sooner than thirty (30) days after written notice thereof. The Association shall have the authority to cause the repair or restoration of the improvements using all of the insurance proceeds for such purpose notwithstanding the failure of an owner to pay the assessment. The assessment provided for herein shall be a debt of each owner and a lien on his condominium unit and may be enforced and collected as is provided in Article IV, § 4.05. In addition thereto, the Association, as attorney-in-fact, shall have the absolute right and power to sell the condominium unit of any owner refusing or failing to pay such assessment within the time provided, and if not so paid, the Association shall cause to be recorded a notice that the condominium unit of the delinquent owner shall be sold by the Association. The proceeds derived1 from sale of such condominium unit shall be used and disbursed by the Association, as attorney- in-fact, for the same purposes and in the same order as is provided in subparagraph (b) (1) through (5) of § 6.02 above.
§ 6.04. Obsolescence of Common Element - Repair, Renovation and Assessment. The owners representing an aggregate ownership interest of seventy-five (75%) percent of the condominium units, or more, may agree that the general common elements of the property are obsolete and that the same should be renewed or reconstructed. In such instance, the expense thereof shall be payable by all of the owners .as common expenses; provided, however, that any owner not agreeing to such renewal or reconstruction may give written notice to the Association that such unit shall be purchased by the Association for the fair market value thereof. The fair market value shall include the value improvement within the perimeter walls, floors and ceiling.
If such owner and the Association can agree on the fair market value thereof, then such sale shall be consummated within thirty (30) days thereafter. If the parties are unable to agree, the date when either party notifies the other that he or it is unable to agree with the other shall be the "commencing date" from which all periods of time mentioned herein shall be measured. Within ten (10) days following the, commencement date, each party shall nominate in writing (and give notice of such nomination to the other party), an appraiser who shall be a member of the Austin Board of Realtors. If either party fails to make such a nomination, the appraiser nominated shall, within five (5) days after default by the other party, appoint and associate with him another appraiser (to be selected from the Austin Board of Realtors). If the two appraisers designated by the parties, or selected pursuant hereto in the event of the default of one party, are unable to agree, they shall appoint another appraiser to be umpire between them, if they can agree on such person. If they are unable to agree upon such umpire, then each appraiser previously appointed shall nominate two (2) persons (each of whom shall be a member of the Austin Board of Realtors) and from the names of the four persons so nominated, shall be drawn by lot by any judge of any court of record in Texas, and the name so drawn shall be such

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7373
umpire. The nominations from whom the umpire is to be drawn by lot shall be submitted within ten (10) days after the failure of the two appraisers to agree, which in any event shall not be later than twenty (20) days	following	the	appointment	of the second
appraiser. The decision of the appraisers as to the fair market value or in the case of their disagreement, the decision of the umpire, shall be final and binding. The expenses and fees of the appraisers will be paid by the party appointing them, or appointed on their behalf. The expenses of the umpire will be borne equally CP between the Association and	the	owner.	The	sale shall	be
consummated within	fifteen	(15)	days	thereafter, and	the j-o
Association, as attorney-in-fact, shall disburse such proceeds as Cn is provided in subparagraph (b) (1) through (5) of this §6.02 S above.
§ 6.05. Obsolescence of Common Element - Abandonment, Sale and Distribution of Proceeds. The owners representing an aggregate ownership	interest	of ninety	(90%)	percent of	the
condominium units, or more, with the unanimous consent of the holders of all the first mortgages, may agree that the general common elements of the property are obsolete and that the same should be sold. In such instance, the Association shall forthwith record a notice setting forth such fact or facts, and upon the recording of such notice by the Association, as attorney-in-fact, for all of the owners, free and clear of the provisions contained in this Declaration, the Map and the By-Laws. The sales proceeds shall be apportioned between the owners on the basis of each owner's interest in the general common elements, and such apportioned proceeds shall be paid into individual separate accounts, each such account representing one condominium unit.
Each such account shall be in the name of the Association, and shall be further identified by the number of the condominium unit and the name of the owner. From each separate account, the Association, as attorney-in-fact, shall use and disburse the total amount (of each) of such funds, without contribution from one fund to another, for the same purposes and in the same order as is provided in subparagraph (b) (1) through (5) of § 6.02 above.
ARTICLE VII MORTGAGING A CONDOMINIUM UNIT
§ 7.01.	Mortgage Priorities. Any owner shall have the
right from time to time to mortgage or encumber his interest by deed of trust, mortgage or other security instrument. A first mortgage shall be one which has first and paramount priority under applicable law. The owner of a condominium unit may create a second mortgage on the following conditions:	(1)	That	any	such
second mortgage shall always be subordinate to all of the terms, conditions,	covenants, restrictions,	uses, limitations,
obligations, lien for common expenses, and other payments created by this Declaration and by the By-Laws; (2) That the mortgagee under any second mortgage shall release, for the purpose of restoration of any improvements upon the mortgaged premises, all of his right, title and interest in and to the proceeds under all insurance policies upon said premises, which insurance policies were effected and placed upon the mortgaged premises by the Association. Such release shall be furnished forthwith by a second mortgagee upon written request to the Association.
§ 7.02 Mortgagee Rights.
(a)	Notice to Association. An owner who mortgages his apartment shall notify the Board of Directors giving the name and address of his mortgagee. The Board shall maintain such information in a book entitled "Mortgagees of Condominium Units".
(b)	Notice of Default. Upon written request by mortgagee, insurer or guarantor, the Association shall notify a first

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7973

87
mortgagee, insurer, or guarantor, in writing, of any default by
the mortgagor in the performance of such mortgagor's obligations,
as set forth in the Declaration, which is not cured within sixty
(60) days.
(c)	Examination of Books. The Association shall permit
first mortgagees, insurers or guarantors of first mortgagees to
examine the books and records of the Association during normal
business hours.

(d)	Reserve Fund.	The Association shall establish an
adequate reserve fund for replacement of common elements components
and fund the same by regular monthly payments rather than
by extraordinary special assessments. Additionally, a working
capital fund must be established for the initial months of the
project operation equal to at least a two (2) months' estimated
assessment charged for each unit. Each unit's share of the working
capital fund must be collected and transferred to the Association
at the time of closing of the sale of each unit, and shall be
maintained in a segregated account for the use and benefit of the
Association. The contribution to the working capital fund for
each unsold unit shall be paid to the Association within sixty
(60) days after the date of the conveyance of the first unit in the
project. The purpose of the fund is to insure that the Board will
have cash available to meet unforeseen expenditures, or to acquire
additional equipment for services deemed necessary or desirable by
the Board.
(e)	Annual Audits. The Association shall furnish each first
mortgagee, insurer or guarantor, of a first mortgage an annual
audited financial statement upon written request, free of charge,
of the Association within a reasonable period following the end of
each fiscal year of the Association.
(f)	Notice of Meetings. The Association shall furnish each
first mortgagee upon request of such mortgagee, prior written
notice of all meetings of the Association and permit the designation
_ of a representative of such mortgagee to attend such
meetings, one such request to be deemed to be a request for prior
written notice of all subsequent meetings of the Association.
(g)	Leases. With the exception of a lender in possession of
a condominium unit following foreclosure, or any deed or other arrangement
in lieu of foreclosure, no owner shall be permitted to
lease his unit for transient or hotel purposes. No owner may lease
less than the entire unit. No owner may lease or rent his unit for
a period of less than thirty (30) days. The Association shall
require that all leases of any apartment units must:	(i)	be in
writing, and (ii) provide that such leases are specifically
subject in all respects to the provisions of the Declaration and
By-Laws of the Association, and that any failure by the lessee to
comply with the terms and conditions of such documents shall be a
default under such leases. Other than the foregoing, there shall
be no restriction on the right of any apartment owner to lease his
unit.
(h)	Notice of Damage or Destruction. Upon written request
by a mortgagee, insurer or guarantor, the Association shall
furnish the first mortgagee, insurer or guarantor, timely written
notice of any substantial damage or destruction of apartment units
and of any part of the common elements and facilities if such loss
exceeds $10,000.00, or damage to a condominium unit exceeds
$1,000.00.
(i)	Notice of Condemnation or Eminent Domain. Upon written
request of a mortgagee, insurer, or guarantor, the Association
shall furnish the first mortgagee, insurer or guarantor, timely
¦written notice of any condemnation, or eminent domain proceeding
regarding all or any portion of an apartment unit or of the common
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elements and facilities and of any proposed acquisition of all or any part of such properties through condemnation or eminent domain proceedings if such taking exceeds 510,000.00.
(j)	Claims for Unpaid Assessments. Any first mortgagee who
obtains title to the unit pursuant to the remedies provided in the mortgage or foreclosure of the mortgage shall not be liable for such unit's unpaid dues or charges which accrued prior to the acquisition of title to such unit by the mortgagee.	9--HP--
(k)	Taxes, Assessments and Charges. All taxes, assessments and charges which may become liens prior to the first mortgage under local law shall relate only to the individual condominium units and not to the condominium project as a whole.
(I)	Acts by Association Requiring Approval of First Mortgagees or Owners. Except as provided by statute in case of condemnation, or substantial loss to units and/or common elements of the condominium project, unless seventy-five percent (75%) of the owners of the individual units have given their prior written approval, and sixty-seven percent (67%) of the first mortgagees have given their prior written approval, the condominium home owner's association shall not be entitled to:
(1)	by act of omission, seek to abandon or terminate the condominium project;
(2)	change the pro rata interest or obligations of any
individual condominium unit for the purpose of:	(i) levying
assessments or charges or allocating distributions of hazard insurance proceeds or condemnation awards, or (ii) determining the pro rata share of ownership of each condominium unit in the common elements;
(3)	partition or subdivide any condominium unit;
(4)	by act or omission,	seek to	abandort, partition,
subdivide, encumber, sell or transfer the common elements.
(5)	Use hazard insurance proceeds for losses to any condominium property (whether to units or to common elements) for other than the repair, replacement of reconstruction of such condominium property.
(m)	Notice of Cancellation of Insurance and Fidelity Bonds. Upon written request by a mortgagee, msuror or guarantor, the Association shall furnish such mortgage holder, insurer or guarantor, with timely written notice of any lapse, cancellation or material modification of any insurance policy or fidelity bond maintained by the Association.
ARTICLE VIII
MISCELLANEOUS
I *	-	t
§ 8.01 Revocation or Amendment to Declaration. This Declaration shall not be revoked nor shall any of the provisions herein be amended unless the owners representing an aggregate ownership interest of 75% of the condominium units then subject hereto, or more, and 67% of the holders of any first mortgages or deed of trust covering or affecting any or all condominium units unanimously consent and agree to such revocation or amendement by instrument(s) duly recorded, except as provided in Article VI hereof; provided, however that:
(a) Declarant hereby reserves and shall at all times have the right to amend this Declaration without the consent or approval of any other than the mortgagee of any property owned by it:


973

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(1)	for the purpose of correcting any typographical or
other error in this Declaration or to make this Declaration comply
with the mandatory provisions of the Act, if it he deficient in any
respect; or
(2)	to conform with the requirements of the Federal
Home Loan Mortgage Corporation, the Federal National Mortgage
Assocation or any similar duly constituted governmental authority,
with respect to Condominium documentation, each by written instrument
to such effect duly recorded in the Condominium Records
of Travis County, Texas.

§ 8.02 Dimensions. It is expressly agreed, and each and
every purchaser of an apartment, his heirs, executors,
administrators, assigns, successors, and grantees hereby agree,
that the square footage, size, and dimensions of each apartment
unit as set out and shown in this Declaration or in said survey
plats attached as Exhibits hereto, are approximate and are shown
for descriptive purposes only, and that the Declarant does not
warrant, represent, or guarantee that any apartment unit actually
contains the area, square footage, or dimensions shown by the plat
thereof. Each purchaser of an apartment unit hereby expressly
waives any claim or demand which he may have against the Declarant
or any other person whomsoever, on account of any difference,
shortage, or discrepancy between the apartment unit as actually
and physically existing and as it is shown on the respective plat
thereof, which is attached as an Exhibit hereto. It is
specifically agreed that in interpreting deeds, mortgages, deeds
of trust, and other instruments for any purpose whatsoever or in
connection with any matter, the existing physical boundaries of
the apartment unit or of any apartment unit reconstructed in
substantial accordance with the original plans thereof shall be
conclusively presumed to be the boundaries, regardless of
settling, arising, or lateral movement of the building and
regardless of variances between the boundaries shown on the plat
and those of the building.
§ 8.03 Limitation of Instructions on Declarant. Declarant
is undertaking the construction of individual condominium
units. The completion of that work and the sale, rental and other
disposal of condominium units is essential to the establishment
and welfare of the property as a residential community. In order that said work may be completed and said property be established
as a fully occupied residential community as rapidly as possible,
nothing in this Declaration shall be understood or construed to:
(a)	Prevent Declarant, its contractors, or subcontractors
from going on the property or any condominium unit, whenever is
reasonably necessary or advisable in connection with the completion
of said work; or
(b)	Prevent Declarant or its representatives from erecting,
constructing and maintaining on any part or parts of the property
such structures as may be reasonable and necessary for the conduct
of its business of completing said work and establishing said
property as a residential community and disposing of the same in
condominium units by sale, lease or otherwise; or
(c)	Prevent Declarant from conducting on any part of the
property its business of completing said work and of establishing
a plan of residential ownership and of disposing of said property
in condominium units by sale, lease or otherwise; or
(d)	Prevent Declarant from maintaining such sign or signs on
the property as may be necessary for the sale, lease or disposition
thereof.
So long as Declarant, its successors and assigns, owns one or
more of the condominium units described herein, Declarant, its
successors and assigns shall be subject to the provisions of this
Declaration.

charges of the City, County, State or other political entities, or
any special district thereof, shall be separately assessed, and
each condominium unit owner shall pay, at his own personal
expense, all tax assessments against his apartment unit. Such
taxes are not part of the common expenses. However, taxes on
personal property owned by the Association as part of the common
elements shall be paid by the Association as a common expense.

tended to be served upon an owner shall be sent by ordinary or
certified mail, postage prepaid, addressed in the name of such
owner in care of the apartment unit number and building address of
such owner. All notices, demands or other notices intended to be
served upon Managing Agent, or the Board of Directors of the
Association, or the Association, shall be sent by ordinary or
certified mail postage prepaid, to the Board of Directors,
4111 Medical Parkway, Suite 101, Austin, Texas 78756, or such
other address as the Board of Directors may designate from time to
time.
§ 8.06 Eminent Domain. In the event of a taking by
eminent domain (or condemnation or a conveyance in lieu of
condemnation) of part or all of the common elements, the award for
such taking shall be payable to the Association, which shall
represent the owners named in the proceedings. Said award shall
be utilized to the extent possible for the repair, restoration,
replacement or improvement of the remaining common elements, if
only part are taken. If all or more than two-thirds (2/3) of the
common elements are taken, it shall be deemed a destruction of
more than two-thirds (2/3) of all of the general common elements,
and the condominium regime shall be terminated as hereinbefore
provided. Any funds not utilized (in the case of a partial taking)
shall be applied in payment of common expenses otherwise
assessable. In the event of a taking of all or part of a
condominium unit, the award made shall be payable to the owner of
such condominium unit and his mortgagee, if any, as their
interests may appear.
§ 8.07 Management Agreements. After the passage of control
to the Association pursuant to the provisions of Article 3.01
hereof, the Association shall enter into,a management agreement
which shall provide experienced, bonded, professional management
of the project; provided however that self-management by the
Association may be established with the prior consent of owners of
units to which at least 67% of the votes in the Association are
allocated and the prior approval of first mortgagees on units
which have at least 51% of the votes of units subject to first
mortgages. Any agreement for professional management of the
condominium project, or any other contract providing for services
of the developer, sponsor, or builder, may not exceed three (3)
years. Any such agreement must provide for termination by either
party without cause and without payment of a termination fee on
ninety (90) days or less written notice. Any such agreement shall
also provide that all officers, directors, trustees and employees
of Management Company, and who, directly or indirectly handle, or
are responsible for the funds of the Association, shall be covered
by a blanket fidelity bond, meeting the requirements of FNMA and
FHLMC.
§ 8.08 Validity of Declaration.
(a) If any of the provisions of this Declaration or any
Article, paragraph, sentence, clause, phrase or word, or the
§ 8.04 Taxes. Ad valorem taxes, assessments and other
§ 8.05 Notices. All notices, demands or
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application thereof in any circumstance be invalidated, such invalidity shall not affect the validity of the remainder of this Declaration and the application of any such provision, paragraph, sentence, clause, phrase or word, in any other circumstances shall not be affected thereby.	^
(b)	The provisions of this Declaration shall be in and supplemental to the Condominium Ownership Act of the State of Texas and to all other provisions of law.

(c)	whenever used herein, unless the context shall otherwise provide, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all genders.

(d)	The Home Owners Association and any aggrieved unit estate owner shall have an appropriate right of action against unit estate owners for failure to comply with the provisions of the constituent documents or with decisions of the Home Owners Association which are made pursuant thereto. Unit estate owners shall have similar rights of action against the Home Owners

THE STATE OF TEXAS	§
§
COUNTY OF TRAVIS	§

BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this day personally appeared McClure Bintliff, President, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged that the same was the act of the said The Hamlets Corporation, a Texas Corporation, and that he executed the same as the act of said Texas Corporation for the purposes and consideration therein expressed, in the capacity therein stated.
,
GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the li 1' day of -J ^ . . < <-¦	1983.

NOTARY seal

C CX*r.,k -v. I -£) (¦ /O	;

Notary Public in and for
The State of Texas	CATHY	s. ij^r^
„	„	.	.	^	.	NOTARY	PUSiJC
My Commission Expires:	COMMISSION	EXPIRES	6/19/35

Q9

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7973
DESCRIPTION

DESCRIPTION OF 5.75 ACRES OF LAND IN THE CITY OF AUSTIN, TRAVIS COUNTY,
TEXAS, SAME BEING ALL OF LOTS 15 AND 16, BLOCK 7 OF BRAOOACRES, A SUBDIVISION OF RECORD IN BOOK 3, PAGE 135, PLAT RECORDS OF TRAVIS COUNTY, TEXAS, AND ALL OF LOTS 17, 18, AND 19, BLOCK 7 AND ALL OF LOTS 9 AND 10, BLOCK 10, AND PARTS OF LOT 20, BLOCK 7 AND PARTS OF LOTS 19-27, BLOCK 10 OF NORTH LOOP TERRACE, A SUBDIVISION OF RECORD IN BOOK A, PAGE 148, PLAT RECORDS OF TRAVIS COUNTY, TEXAS, AND A VACATED PART OF JIM HOGG AVENUE, OF RECORD IN VOLUME 3499, PAGE 1203 AND VOLUME 7516, PAGE 28, DEED RECORDS OF TRAVIS COUNTY, TEXAS, SAME BEING THAT CERTAIN TRACT OF LAND DESCRIBED IN A DEED TO HAMLETS CORPORATION, OF RECORD IN VOLUME 7699, PAGE 1621, DEED RECO053ft--? TRAVIS COUNTY, TEXAS; SAID 5.75 ACRES OF LAND BEING MORE PARTICULARLY	^
DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING at an iron pin found at the southwest corner of this tract and of The Hamlets Corporation tract, same point being in the present north line of North Loop, in the west line of said Lot 20, Block 7, and in the east line of Lot 10, Block 7, of said North Loop Terrace;
THENCE, with the west line of part of Lot 20, and Lots 19, 18, and 17,
Block 7, of said North Loop Terrace, and Lots 16 and 15, Block 7, of said Broadacres, same being the west line of The Hamlets Corporation tract and the east line	of	part of Lot 10 and Lots	9, 8, and 7, Block 7, of said North
Loop Terrace	and Lots 6	and 5, Block	7, of said Broadacres, N29°58'E 507.40
feet to an iron pin found at the northwest corner of this tract and of The Hamlets Corporation tract, same being.the northwest corner of said Lot 15, Block 7, and the northeast corner of said Lot 5, Block 7, and the southeast corner of Lot 4, Block 7, and the southwest corner of Lot 14, Block 7, of said 8roadacres;
THENCE, with the north line of said Lot 15, Block 7, and the south line of said Lot 14, Block 7, and its easterly prolongation, same being a north line of The Hamlets Corporation tract, S60°02'E 214.10 feet to an iron pin found	in	the center	of a vacated	part or' Jim Hogg Avenue, same being	the
west line	of	Lot A, Gem	Addition, of	record in Book 58 at page 35 of the
Plat Records of Travis County, Texas, said point being the most northerly northeast corner of this tract and of The Hamlets Corporation tract;
THENCE, with an east line of The Hamlets Corporation tract, same being the centerline of a vacated part of Jim Hogg Avenue, and the west line of said Lot A and of Lot B of said Gem Addition, S29°58"W 138.60 feet to an iron pin set at an interior ell corner of this tract and The Hamlets Corporation tract, same being also the southwest corner of said Lot B;
THENCE, with the south line of said Lot B, same being the north line of a part of Lot 19, Block 10, and of said Lot 9, Block 10, North Loop Terrace, and its westerly prolongation, S60°O2'E 398.20 feat to an iron pin found at the most easterly northeast corner of this tract and of The Hamlets Corporation tract, same being the southeast corner of said Lot B, and in the present west line of Joe Sayers Avenue;
THENCE, with an east line of The Hamlets Corporation tract, and the east line of a 5' Public Utility Easement and Sidewalk Easement, of record in Volume 3560 at Page 1545 of the Deed Records of Travis County, Texas, same being the present west line of Joe Sayers Avenue, S29°58'W 358.80 feet to an iron pin found at the southeast corner of this tract and of The Hamlets Corporation tract, same being in the present north line of North Loop;
THENCE, with the south line of The Hamlets Corporation tract, same being the present north line of North Loop, N60°02'W 423.20 feet to an iron pin set and N63°04'W 189.36 feet to the POINT OF BEGINNING.

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pLAJ UP f AA
BUILDING/FLOOR	UNIT	% OF
AND	SQUARE	FOOTAGE	OWNERSHIP	IN
UNIT DESIGNATION	PER	UNIT	COMMON	ELEMENTS


Building A

First Floor:
Unit
111
1,019
.0133
Unit
112
642
. 0084
Unit 113
642
.0084
Unit
114
642
. 0084
Unit
115
642
. 0084
Unit
116
1,019
. 0133
Second Floor:
Unit
121
1,019
. 0133
Unit
122
642
. 0084
Unit
123
642
.0084
Unit
124
642
.0084
Unit
125
642
. 0084
Unit
126
1,019
. 0133
TOTAL - BUILDING A
9,219
. 1204

i

EXHIBIT C
Page I of 12
BUILDING/FLOOR
AND
UNIT DESIGNATION

SQUARE FOOTAGE PER UNIT

UNIT % OF
OWNERSHIP IN
COMMON ELEMENTS

Building B
First Floor:
Unit 211
Unit 212
Second Floor:
Unit 221
Unit 222
Third Floor:

Unit 231
Unit 232
TOTAL - BUILDING B

920
.0120
920
.0120
920
.0120
920
. 0120
920
. 0120
920
.0120
5,520
.0720

i i

EXHIBIT C
Page 2 of 12
BUILDING/FLOOR
AND
UNIT DESIGNATION

SQUARE FOOTAGE
PER UNIT

UNIT % OF
OWNERSHIP IN
COMMON ELEMENTS

Building C

First Floor:
Unit 311
Unit 312
Unit 313
Unit 314
Second Floor:
Unit 321
Unit 322
Unit 323
Unit 324
TOTAL - BUILDING C

736
.0096
636
.0083
636
.0083
718
.0094

736
.0096
636
.0083
636
.0083
718
.0094
5,452
.0712

I - ' <

EXHIBIT C
Page 3 of 12
BUILDING/FLOOR
AND
UNIT DESIGNATION

SQUARE FOOTAGE PER UNIT

UNIT % OF
OWNERSHIP IN
COMMON ELEMENTS

Building D
First Floor:
Unit 1111
Unit 1112
Unit 1113
Unit 1114
Second Floor:
Unit 1121
Unit 1122
Unit 1123
Unit 1124
TOTAL - BUILDING D

738
.0097
639
.0084
639
.0084
738
.0097

738
.0097
639
.0084
639
.0084
738
.0097
5,508
.0724

I

EXHIBIT C
Page 4 of 12
BUILD ING/FLCSOR
AND
UNIT DESIGNATION
SQUARE FOOTAGE
PER UNIT
UNIT % OF
OWNERSHIP IN
COMMON ELEMENTS
Building E
First Floor:
Unit 1011
365
.0048
Unit 1012
365
.0048
Unit 1013
365
.0048
Unit 1014
365
.0048
Unit 1015
365
.0048
Unit 1016
365
.0048
Unit 1017
365
.0048
Unit 1018
365
.0048
Second Floor:
Unit 1021
365
.0048
Unit 1022
365
.0048
Unit 1023
365
.0048
Unit 1024
365
.0048
Unit 1025
365
.0048
Unit 1026
365
.0048
Unit 1027
365
.0048
Unit 1028
365
.0048
Third
Unit Floor:
1031
365
.0048
Unit 1032
365
.0048
Unit 1033
365
.0048
Unit 1034
365 _
.0048
Unit 1035
365
. 0048
Unit 1036
365
.0048
Unit 1037
365
.0048
Unit 1038
365
.0048
TOTAL - BUILDING E
8,760
.1152

t

EXHIBIT C
Page 5 of 12
BUILDING/FLOOR
UNIT % OF
AND
SQUARE FOOTAGE
OWNERSHIP IN
UNIT DESIGNATION
PER UNIT
COMMON ELEMENTS

Building F

First Floor:
Unit 911
929
.0122
Unit 912
929
.0122
Unit 913
929
.0122
Unit 914
929
.0122
Second Floor:
Unit 921
929
. 0122
Unit 922
929
. 0122
Unit 923
929
.0122
Unit 924
929
.0122
TOTAL - BUILDING F
7,432
.0976

EXHIBIT C
Page 6 of 12
BUILDING/FLOOR
and SQUARE FOOTAGE
UNIT DESIGNATION PER UNIT
Building G
UNIT % OF
OWNERSHIP IN
COMMON ELEMENTS
First Floor:
Unit 811 929
Unit 812 929
Unit 813 929
Unit 814 929
.0122
.0122
.0122

.0122
Second Floor:
Unit 821 929
Unit 822 929
Unit 823 929
Unit 824 929
.0122

.0122
.0122 W-QO
.0122 ^
TOTAL - BUILDING G 7,432
.0976


J : t
EXHIBIT C
Page 7 of 12
'7973	122
BUILDING/FLOOR
AND
UNIT DESIGNATION

SQUARE FOOTAGE PER UNIT

UNIT % OF
OWNERSHIP IN
COMMON ELEMENTS

Building H
First Floor:
Unit 511
Unit 512
Second Floor:
Unit 521
Unit 522
TOTAL - BUILDING H

929
.0122
929
.0122 929
.0122
929
.012 2
3,716
.0488

EXHIBIT C
Page 8 of 12
BUILD ING/FLOOR AND
UNIT DESIGNATIONSQUARE FOOTAGE PER UNITUNIT % OF OWNERSHIP IN COMMON ELEMENTSBuilding I
First Floor: Unit 4111,014.0133Unit4121,014.0133Unit4131,014.0133Unit4141,014.0133Second Floor: Unit 4211,014.0133Unit4221,014.0133Unit4231,014.0133Unit4241,014.0133Third
UnitFloor:
4311,014.0133Unit4321,014.0133Unit4331,014.0133Unit4341,014.0133TOTAL - BUILDING I12,163.1596
EXHIBIT C Page 9 of 12

r-3/o

124

t-O
BUILDING/FLOOR
AND
UNIT DESIGNATION

SQUARE FOOTAGE PER UNIT

UNIT % OF OWNERSHIP IN COMMON ELEMENTS

Building J

First Floor:
Unit 611920.0121Unit 612920.0121Second Floor:Unit 621920.0121Unit 622920.0121Third Floor:Unit 631920.0121Unit 632920_ .0121TOTAL - BUILDING J5,520.0726
3-08-cro?

1

EXHIBIT c Page 10 of 12

7973	125
BUILDING/FLOOR
AND
UNIT DESIGNATION
SQUARE FOOTAGE
PER UNIT
UNIT % OF
OWNERSHIP IN
COMMON ELEMENTS
Building K
First. Floor:
Unit 711
922
.0121
Unit 712
922
.0121
Unit 713
922
.0121
Second Floor:
Unit 721
922
.0121
Unit 722
922
.0121
Unit 723
922
.0121 '
TOTAL - BUILDING K
5,532
.0726

1

exhibit c Page 11 of 12
SUMMARY
Building A Building B Building C Building D Building E Building F Building G Building H Building I Building J Building K
TOTAL

UNIT % OF OWNERSHIP IN COMMON ELEMENTS

.1204 . 0720 .0712 .0724 .1152 . 0976 .0976 . 0488 .1596 . 0726 . 0726

3-n o

100%

EXHIBIT C
Page 12 of 12

127
EXHIBIT D

BY-LAWS
THE PADDOCK HOME OWNER'S ASSOCIATION INC.

The name of the organization shall be THE PADDOCK HOME OWNER'S ASSOCIATION INC., hereinafter called "Association".
ARTICLE I OBJECT
(Plan of Condominium Ownership)	w
1.	The purpose for which this non-profit corporation is formed is to govern the condominium property situated in the County of Brazos, State of Texas, which property is described on Exhibit "A", attached to the Condominium Declaration for THE PADDOCK CONDOMINIUMS, which by this reference is made a part hereof, and which property has been submitted to the provisions of the Condominium Act of the State of Texas. All the terms, conditions, definitions and covenants of the said Condominium Declaration for THE PADDOCK CONDOMINIUMS, hereinafter referred to as the "Declaration" are incorporated herein by reference for all purposes.
2.	All present or future owners, tenants, future tenants, or any other person that might use the facilities of the project in any manner, are subject to the regulations set forth in these By- Laws. The mere acquisition or rental of any of the condominium units (hereinafter referred to as "units") of the project or the mere act of occupancy of any of said units will signify that these By-Laws are accepted, ratified and will be complied with.

ARTICLE II
MEMBERSHIP, VOTING, MAJORITY OF OWNERS, QUORUM, PROXIES
1.	Membership. Any person on becoming an owner of a condominium unit as that term is defined in the Declaration shall automatically become a member of this Association and be subject to these By-Laws. Such membership shall terminate without any formal Association action whenever such person ceases to own a condominium unit, but such termination shall not relieve or release any such former owner from any liability or obligation incurred under or in any way connected with THE PADDOCK CONDOMINIUMS during the period of such ownership and membership in this Association, or impair any rights or remedies which the Board of Directors of the Association or others may have against such former owner apd member arising out of or in any way connected with such ownership and member'ship and the covenants and obligations incident thereto. No certificates of stock shall be issued by the Association, but the Board of Directors, may, if it so elects, issue one membership card to the owner(s) of a condominium unit. Such membership card shall be surrendered to the Secretary whenever ownership of the condominium unit designated thereon shall terminate.
2.	Voting. Voting shall be based upon the undivided interest of each unit owner in the general common elements. An owner of an undivided interest in and to a condominium unit shall be entitled to a vote equal to his ownership interest in such unit. Cumulative voting is prohibited.

7973

128
3.	Majority of Unit Owners. As used in these By-Laws the term "majority of unit owners" shall mean those owners of more than fifty percent (50%) of the aggregate interest of the undivided ownership of the general common elements.
4.	Quorum. Except as otherwise provided in these By-Laws, the presence m person or by proxy of a "majority of unit owners" as defined in Paragraph 3 of this Article shall constitute a guorum. Unless otherwise provided in the Declaration or these By- Laws, when a quorum of owners is present at any meeting, a majority vote of the owners present, either in person or by proxy, shall be sufficient to either defeat or approve any proposed action. If a quorum is not present, the provision of Article i'll, Paragraph 6 of these By-Laws will control.
5.	Proxies. Votes may be cast in person or by proxy. Proxies must be in writing, and filed with the Secretary before the appointed time of each meeting.

1.	Association Responsibilities. The owners of the units will constitute the Association of Unit Owners, hereinafter referred to as "Association", who will have the responsibility of administering the project through a Board of Directors.
2.	Place of Meetings. Meetings of the Association shall be held at such place as the Board of Directors may determine.
3.	Annual Meetings.	The first annual meeting of the
Association shall be held on the second Monday of the month after the expiration of the sale and development period as defined in Article III, §3.01 of the Declaration. Thereafter, the annual meetings of the Association shall be held on the first Monday of October of each succeeding year. At the first annual meeting and each meeting, thereafter, the Association shall elect a Board of Directors in accordance with the requirements of Paragraph 5 of Article IV of these By-Laws. The owners may also transact such other business of the Association as may properly come before them.
4.	Special Meetings. It shall be the duty of the President to call a special meeting of the owners as directed by resolution of the Board of Directors or upon a petition signed by a majority of the owners and having been presented to the Secretary. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice unless by consent of two-thirds (2/3) of the owners present, either in person or by proxy.
1	»	,	i
5.	Notice of Meetings. It shall be the duty of the Secretary to mail a notice of each annual or special meeting, stating the purpose thereof as well as the time and place where it is to be held, to each owner of record, at least five (5) but not more than twenty (20) days prior to such meeting. The mailing of a notice in the manner provided in this paragraph shall be considered notice served.
6.	Adjourned Meeting. if any meeting of owners cannot be organized because a quorum has not attended, the owners who are present, either in person or by proxy, may adjourn the meeting for not less than five (5) days, but not more than twenty (20), and the required quorum at the subsequent meeting shall be twenty-five (25%) percent of the aggregate interest of the undivided ownership of the general common elements.

ARTICLE III

ADMINISTRATION
-2-
129
7. Order of Business. The order of business at all meetings of the owners of units shall be as follows;

(a)	Roll call and certifying proxies.
(b)	Proof of notice of meeting or waiver of notice.
(c)	Reading of minutes of preceding meeting.
(d)	Reports of officers.
(e)	Reports of committees.
(f)	Election of Directors.
(g)	Unfinished business.
(h)	New business.

ARTICLE IV BOARD OF MANAGERS	<-<
1.	Number and Qualification. The affairs of this Associ
ation shall be governed by a Board of Directors composed of three (3) persons. The following persons shall act in such capacity and shall manage the affairs of the Association until the expiration of two (2) years from the date the Declaration is filed for record, or until their successors are elected, to-wit:	McCLURE	BINTLIFF,
R. W. LIVINGSTON, JR., and OSCAR ROHNE. If for any reason one of these three resigns, the remaining directors will appoint a successor until a successor can be elected by the Association. Except for the persons appointed to the initial Board of Directors pursuant to this Article IV, paragraph 1, a Director must own an interest in a condominium unit of THE PADDOCK CONDOMINIUMS to qualify for election of the Board of Directors.
2.	Powers and Duties. The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association and for the operation and maintenance of a first-class residential condominium project. The Board of Directors may do all such acts and things as are not by these By- Laws, the Articles of Incorporation or by the Condominium Declaration for THE PADDOCK CONDOMINIUMS directed to be exercised and done by the owners.
3.	Other Powers and Duties ¦ The Board of Directors shall be empowered and shall have the duties as follows:
(a)	To administer and enforce the covenants, conditions, restrictions, uses, limitations, obligations, and all other provisions set forth in the Condominium Declaration submitting the property to the provisions of the condominium Ownership Act of the State of Texas.
(b)	To establish, make and enforce compliance with such reasonable house rules as may be necessary for the operation, use and occupancy of this condominium project with the right to amend same from time to time. A copy of such rules and regulations; shall be delivered or mailed to each member promptly upon the adoption thereof.
(c)	To keep in good order, condition and repair all of the general and limited common elements and all items of personal property used in the enjoyment of the entire premises.
(d)	To insure and keep insured all of the insurable general common elements of the property in an amount equal to their maximum replacement value as provided in the Declaration. Further, to obtain and maintain comprehensive liability insurance covering the entire premises in such amounts as the Board of Directors deems necessary. To insure and keep insured all of the fixtures, equipment and personal property acquired by the Association for the benefit of the Association and the owners of the condominium units and their

7973

130
mortgagees. The limits and coverage shall be reviewed at intervals of not less than three (3) years and adjusted, if necessary to provide such coverage and protection as the Association may deem prudent. So long as the Federal Home Loan Mortgage Company (FHLMC), Federal National Mortgage Association (FNMA) and Governmental National Mortgage Association (GNMA) is a mortgagee of a condominium unit in the Project, or owns a unit therein, the Association shall maintain in effect at least such casualty, flood and liability insurance and a fidelity bond, meeting standards established by FHLMC, FNMA and GNMA for planned developments, as published in the FHLMC, FNMA and GNMA "Servicer's Guide, or otherwise, except to the extent such requirements shall have been waived in writing by FHLMC, FNMA or GNMA. Workmen's compensation insurance shall at all times be carried to the extent required to comply with any applicable law with respect to the employees, if any, of the Association.
(e)	To fix, determine, levy and collect the monthly prorated assessments to be paid by each of the owners towards the gross expenses of the entire premises and by majority vote of the Board to adjust, decrease or increase the amount of the monthly assessments. To levy and collect special assessments whenever in the opinion of the Board it is necessary to do so in order to meet increased operating or maintenance expenses or costs, or additional capital expenses, or because of emergencies.
(f)	To collect delinquent assessments by suit or otherwise and to enjoin or seek damages from an owner as is provided in the Declaration and these By-Laws.
(g)	To protect and defend the entire premises from loss and damage by suit or otherwise.
(h)	To borrow funds in order to pay for any expenditure or outlay required pursuant to the authority granted by. the provisions of the recorded Declaration, the Articles of Incorporation and these By-Laws, and to execute all such instruments evidencing such indebtedness as this Board of Directors may deem necessary. Such indebtedness shall be the several obligation of all of the owners in the same proportion as their interest in the general common elements.
(i)	To enter into contracts within the scope of their duties and powers.
(j)	To establish a bank account for the common treasury and for all separate funds which are required or may be deemed advisable by the Board of Directors.
(k)	To keep and maintain full and accurate books and records showing all of the receipts, expenses or disbursements and to permit examination thereof at any reasonable time by each of the owners, and to cause a complete audit of the books and accounts by a competent certified public accountant once each year.
(I)	To prepare and deliver annually to each owner a statement showing all receipts, expenses or disbursements since the last such statement.
(m)	To meet at least once each quarter.
(n)	To designate the personnel necessary for the maintenance and operation of the general and limited common elements.
-4-
3 O

131
(o)	To employ accountants, bookkeepers, architects,
attorneys, and other professional services necessary in the
operation of the Homeowners Association.
(p)	In general, to carry on the administration of this
Association and to do all of those things, necessary and
reasonable, in order to carry out the communal aspect of
condominium ownership.
(q)	To make available to each Owner, upon request, during
normal business hours, current copies of the constituent
documents, including the Declaration, By-Laws, and Articles
of Incorporation.
(r)	To grant permits, licenses and easements over the common
elements for utilities, roads and other purposes reasonably
necessary or useful for the proper maintenance or operation

4.	Managing Agent. The initial Managing Agent shall be THE
HAMLETS CORPORATION, whose address is 4111 Medical Parkway,
Suite 101, Austin, Texas 78756, and who, notwithstanding the
provisions of Paragraph 1 of Article III, shall have all the
powers and shall perform all the duties of the Board of Directors
until the expiration of the sale and development period as defined
in Article III, § 3.01 of the Declaration, or until such earlier
time as said Managing Agent, at its option, may relinquish control
of the management and administration of the Association to the
Board of Directors. Thereafter, the Board of Directors may employ
for the Assocation a Managing Agent at a compensation to be
established by the Board to perform such duties and services as
the Board shall authorize, including, but not limited to, the
duties listed in Paragraph 3 of this Article.
5.	Election and Term of Office. At the first annual
meeting of the Association the term of office of one Director
shall be fixed for three (3) years, the term of office of one
Director shall be fixed at two (2) years, and the term of office of
one Director shall be fixed at one (1) year. At the expiration of
the initial term of office of each respective Director, his
successor shall be elected to serve a term of three (3) years. The
three (3) persons acting as Directors shall hold office until
their successors have been elected and hold their first meeting.
6.	Vacancies. Vacancies on the Board of Directors caused
by any reason other than the removal of a Director by a vote of the
Association shall be filled by vote of the majority of the
remaining Directors, even though they may constitute less than a
quorum; and each person so elected shall be a Director until a
successor is elected at the next annual meeting of the
Association. The person elected at the next annual meeting of the
Association to replace the vacancy will serve until the expiration
of the term of the person whose position was vacated,
7.	Removal of Directors. At any regular or special meeting
duly called, any one or more of the Directors may be removed with
or without cause by a majority of the owners, and a successor may
then and there be elected to fill the vacancy thus created. Any
Director whose removal has been proposed by the owners shall be
given an opportunity to be heard at the meeting.
8.	Organization Meeting. The first meeting of a newly
elected Board of Directors shall be held within ten (10) days of
election at such place as shall be fixed by the Directors at the
meeting at which such Directors were elected, and no notice shall
be necessary to the newly elected Directors in order legally to
constitute such meeting, providing a majority of the whole Board
shall be present.

of the project.
-5-
9.	Regular Meetings - Regular	meetings of	the Board	of
Directors	may be held at such time and place as shall be determined
from time to time, by a majority of the Directors, but at least four (4) such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to	each Director, personally	or by mail,	telephone	or
telegraph, at least three {3) days prior to the day named for such meeting.
10.	Special Meetings. Special	meetings of	the Board	of
Directors may be called by the President on three (3) days' notice to each Director, given personally; or by mail, telephone or telegraph, which notice shall state the time, place (as hereinabove provided) and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of at least two (2) Directors.	D	gn	'¦>-
j -~ua~a
11.	Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed, equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
12.	Board of Directors' Quorum. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
13.	Fidelity Bonds. The Board of Directors may require that
all officers and employees of the Association handling or responsible for Association funds shall furnish adequate fidelity bonds. The premiums on such bonds shall be paid by the Association.	Such fidelity bonds shall name the Association as an
obligee, and shall be written in an amount equal to at least the estimated maximum of funds, including reserve funds, in the custody of the Association or the Managing Agent, as the case may be, at any given time during the term of each bond. However, in no event may the aggregate amount of such bonds be less than a sum equal to three (3) months' aggregate assessments on all units plus reserve funds.
14.	Compensation. No member of the Board of Managers shall receive any compensation for acting as such.
I 	Article v
OFFICERS
1.	Designation. The officers of the Association shall be a President, a Vice-President, Secretary/Treasurer and Assistant Secretary all of whom shall be elected by the Board of Directors, all of whom, except the Assistant Secretary, must own an interest in a condominium unit of THE PADDOCK CONDOMINIUMS.
2.	Election of Officers. The officers of the Association shall be elected annually by the Board of Directors at the organization meeting of each new Board and shall hold office at the pleasure of the Board.
-6-
7973

133
3.	Removal of Officers. Upon an affirmative vote of a
majority of the members of the Board of Directors, any officer may
be removed, either with or without cause, and his successor
elected at any regular meeting of the Board of Directors, or at any
special meeting of the Board called for such purpose.
4.	President. The President shall be the chief executive
officer of the Association. He shall preside at all meetings of
the Association and of the Board of Directors. He shall have all
of the general powers and duties which are usually vested in the
office of president of an association, including but not limited
to the power to appoint committees from among the owners from time
to time as he may in his discretion decide are ' appropriate to
assist in the conduct of the affairs of the Association. ~ --	-

5.	Vice-President. The Vice-President shall have all the
powers and authority and perform all the functions and duties of
the President, in the absence of the President, or his inability
for any reason to exercise such powers and functions or perform
such duties, and also perform any duties he is directed to perform
by the President.
6.	Secretary/Treasurer¦ The Secretary/Treasurer shall:
(a)	keep all the minutes of all meetings of the Board of
Directors and the minutes of all meetings of the Association;
he shall have charge of such books and papers as the Board of
Directors may direct; and he shall, in general, perform all
the duties incident to the office of Secretary.
(b)	compile and keep up-to-date at the principal office of
the Association a complete list of members and their last
known addresses as shown on the records of the Association.
Such list shall also show opposite each member's name the
number or other appropriate designation of the apartment unit
owned by such members and parking space, if any, assigned for
use in connection with such apartment unit. Such list shall
be open to inspection by members and other persons lawfully
entitled to inspect the same at reasonable times during
regular business hours.
(c)	have responsiblity for Association funds and shall be
responsible for keeping full and accurate accounts of all
receipts and disbursements in books belonging to the
Association. He shall be responsible for the deposit of all
monies and other valuable effects in the name, and to the
credit, of the Association in such depositories as may from
time to time be designated by the Board of Directors.
7.	Assistant Secretary. The Board of Directors shall
elect, as necessary, such persons as it desires to have serve as
Assistant Secretary and such person so elected need not be an
owner of a condominium unit. The Assistant Secretary will perform
the duties of Secretary, t as delegated by the Board except any
duties dealing with the funds of the Association.

The Association shall indemnify every director, officer, and
managing agent, his heirs, executors and administrators, and
successors against all losses, costs and expense, including
counsel fees, reasonably incurred by him in connection with any
action, suit or proceeding to which he may be made a party by
reason of his being or having been a manager or officer of the
Association, except as to matters as to which he shall be finally
adjudged in such action, suit or proceeding to be liable for gross

ARTICLE VI

INDEMNIFICATION OF OFFICERS AND MANAGERS
-7-
134
negligence or willful misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Association is advised by counsel that the person to be indemnified has not been guilty of gross negligence or willful misconduct in the performance of his duty as such manager or officer in relation to the matter involved. The foregoing rights shall not be exclusive of other rights to which such manager or officer may be entitled. All liability, loss, damage, costs and expense incurred or suffered by the Association by reason or arising out of or in connection with the foregoing indemnification provisions shall be treated and handled by the Association as Common Expenses; provided, however, that nothing contained in this Article VI contained shall be deemed to obligate the Association to indemnify any member or owner of a condominium unit, who is or has been a director or officer of the Association, with respect to any duties or obligations assumed or liabilities incurred by him under and by virtue of THE PADDOCK CONDOMINIUMS as a member or owner of a condominium unit covered thereby. This Right of Indemnification extends to every director, officer, or managing agent whether suit is brought against them in their official capacity or individual capacity.

monthly assessments imposed by the Association to meet the common expenses. The assessments shall be made pro-rata according to undivided interest in and to the general common elements and shall be due monthly in advance. A member shall be deemed to be in good standing and entitled to vote at any annual or at a special meeting of members, within the meaning of these By-Laws, if and only if he shall have fully paid all assessments made or levied against him and the condominium unit owned by him.
2.	Maintenance and Repair.
(a)	Every owner must perform promptly at his own expense all maintenance and repair work within his own apartment unit, which if omitted would affect the project in its entirety or in part belonging to other owners.
(b)	All the repairs of internal installations of the unit such as water, light, gas power, sewage, telephone, air conditioners, sanitary installations, doors, windows, glass, electrical fixtures, floor and wall coverings and all other accessories, equipment and fixtures belonging to the unit area shall be at the owner's expense.
(c)	An owner shall be obligated to reimburse the Association promptly upon receipt of its statement for any expenditures incurred j by it in repairing or replacing any general or limited common element damaged by his negligence or by the negligence of his tenants or agents, or the owner's failure to maintain those items of which the owner is responsible for maintenance.
3.	Mechanic's Lien. Each owner agrees to indemnify and to hold each of the other owners harmless from any and all claims of mechanic's lien filed against other condominium units and the appurtenant general common elements for labor, materials, services or other products incorporated in the owner's apartment unit. In the event suit for foreclosure is commenced, then within ten (10) days thereafter such owner shall be required to deposit with the Association cash or negotiable securities equal to double the amount of such claim plus interest at the rate of 10% for one year together with a sum equal to ten percent (10%) of the amount of

ARTICLE VII

OBLIGATIONS OF THE OWNERS

1. Assessments. All owners shall be obligated to pay the
-8-
m

such claim but not lesc than One Hundred Fifty and No/100 ($150.00) Dollars, which latter sum may be used by the Association for any costs and expenses incurred, including attorney's fees. Except as is otherwise provided, such sum or securities shall be held by the Association pending final adjudication or settlement of the litigation. Disbursement of such funds or proceeds shall be made to insure payment of or on account of such final judgment or settlement. Any deficiency, including attorney's fees, shall be paid forthwith by the subject owner, and his failure to so pay shall entitle the Association to make such payment, and the amount thereof shall be a debt of the owner and a lien against his condominium unit which may be foreclosed as is provided in Article IV of the Declaration. Such owner shall be liable to the Association for payment of interest at the rate of 10% of all such sums paid by the Association until the date of repayment by such owner.
4. General¦
(a)	Each owner shall comply strictly with the provisions of the Condominium Declaration for THE PADDOCK CONDOMINIUMS, the Articles of Incorporation and these By-Laws and amendments and supplements thereto.
(b)	Each owner shall always endeavor to observe and promote the cooperative purposes for the accomplishment of which THE PADDOCK CONDOMINIUMS was established.

5.	Use of Units - Internal Changes.
(a) All units shall be utilized for residential purposes* only.

G8~??}i
loses*' 1

(b) An owner shall not make structural modifications alterations to his unit or installations located therein.

or

6.	Use of General Common Elements/Limited Common Elements.
Each owner may use the general common elements and the limited common elements in accordance with the purposes for which they were intended without hindering or encroaching upon the lawful rights of the other owners.

7.	Right of Entry.
(a)	An owner shall grant the right of entry to the Managing Agent or to any other person authorized by the Board of Directors in case of any emergency originating in or threatening his unit, whether the owner is present at the time or not.
(b)	An owner shall permit other owners, or their representatives, when so required, to enter his unit for the purpose of performing installations, alterations or repairs to the mechanical or electrical services, provided that requests for entry are made in advance and that such entry is at a time convenient to the owner. In case of an emergency, such right of entry shall be immediate.
8.	Rules and Regulations,
(a) All owners shall promptly and completely comply with each of the rules and regulations herein contained or hereafter properly adopted for the utilization of any recreational facilities afforded, in order that all owners and their guests shall achieve maximum utilization of such facilities consonant with the rights of each of the other owners thereto.

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(b)	Nothing shall be done in any residential unit, nor shall same be occupied or used for any purpose, nor shall any commodity, product or personal property be kept therein or thereon, which shall cause such improvements to be un- insurable against loss by fire or the perils included in an extended coverage endorsement under the rules of the State of Texas Insurance Commission or which might cause or warrant any policy or policies covering said premises to be cancelled or suspended by the issuing company.
(c)	Owners and occupants of units shall at all times exercise extreme care to avoid making or permitting to be made loud or manner as may disturb or tend to disturb owners, tenants, or other occupants of condominium units of THE PADDOCK CONDOMINIUMS. No unit shall be used or occupied in such manner as to obstruct or interfere with the enjoyment of occupants or other residents of adjoining units, nor shall any nuisance, or immoral or illegal activity be committed or permitted to occur in or on any unit or upon any part of the common elements of THE PADDOCK CONDOMINIUMS.
(d)	The common area is intended for use for the purposes of
affording vehicular and pedestrian movement within the condominium, and of providing access to the units; those portions thereof adapted therefor, for recreational use by the owners and occupants of units; and all thereof for the beautification of the condominium and for providing privacy for the residents thereof through landscaping and such other means as shall be deemed appropriate. No part of the common area shall be obstructed so as to interfere with its use for the purposes hereinabove cited, nor shall any part of the common area (common elements) be used for general storage purposes, except maintenance storage room, nor anything done thereon in any manner which shall increase the rate for hazard and liability insurance covering said area and improvements situated thereon.	o on
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(e)	No animals shall be kept on the Condominium Project; 1 provided, however, pet birds and fish may be kept within such owner's unit. Such pet, if any, may not be kept or bred for
any commercial purpose and shall have such care and restraint so as not to be obnoxious or offensive on account of noise, odor or unsanitary conditions. (Any owner who causes any animal to be brought upon the premises of the condominium project shall indemnify and hold harmless the Association for any loss, damage, cost or liability which the Association may sustain as a result of the presence of such animal on the premises.) Notwithstanding the generality of the foregoing, after (i) repeated violations of this provision, (ii) ten (10) days prior written notice to the owner of such pet, and (iii) an opportunity for such owner to have a hearing before the Board of Managers, such pet may be taken from such owner and given to the Society for the Prevention of Cruelty to Animals, ^f. Brazos County, Texas.
(f)	No resident of the condominium shall post any advertisements, signs, or posters, of any kind in or on the project except as authorized by the Association.
(g)	Parking of automobiles and motorcycles shall be only in the spaces designated as parking for each unit; no unattended vehicle shall at any time be left in the alleyways or streets in such manner as to impede the passage of traffic or to impair property access to parking area. No storage of any objects shall be permitted in the parking area and the same shall at all times be kept free of unreasonable accumulation of debris or rubbish of any kind. Guest parking- areas, if any, are not intended for use by owners for parking or storing boats, trailers, camping units or any personal

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vehicles, and the Board may insure the proper use of said areas in such manner as it deems necessary.

(h) Each owner shall keep clean and in good condition the interior of his condominium unit including windows and shall not permit garments, rugs, laundry or other unsightly items to extend from or be placed outside of his condominium unit, including but not limited to over windows or the balcony.

(i) It is prohibited to dust rugs or other materials from the windows, or to clean rugs by beating on the exterior part of the condominium units, or to throw any dust, trash or garbage out of any of the windows or doors of any of the units.
<j) It is prohibited to throw garbage or trash outside the disposal areas provided for such purposes.

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(k)	No owner, resident or lessee shall install wiring for CJ"l electrical or telephone installation, radio and television antennae, machines or air conditioning units or any other devices whatsoever on the exterior of the project or that protrude through the walls or out of the windows, or on the roof of the project unless expressly approved in writing by the Association.

(I)	No owner or other occupant of any condominium unit shall make any alteration, modification or improvement, nor add any awnings, patio covers or other devices to the common elements of the condominium or remove or add to any planting, structure, furnishings or other equipment or object therefrom except with the written consent of the Association.
(m)	No drilling, digging, quarrying or mining operation of any sort shall be permitted on the Property.
(n)	Motorcycles, motorbikes, motor scooters or other similar vehicles shall not be operated within the Property except for the purpose of transportation directly from a parking area to a point outside the Property, or from a point outside the Property directly to a parking space.
(o) All window covering exposed to the exterior of the building or in any way visible from the exterior of the condominium project must be of a white or off-white color.
9. Destruction or Obsolescence. Each owner shall, upon request therefor, execute a power of attorney in favor of the Association, irrevocably appointing the Association his attorney- in-fact to deal with the owner's condominium unit upon its destruction or obsolescence as is provided in Article VI D and E of the Condominium Declaration for THE PADDOCK CONDOMINIUMS.
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ARTICLE VIII

AMENDMENTS TO PLAN OF APARTMENT OWNERSHIP
1. By-Laws¦ These By-Laws may be amended by the Association at a duly constituted meeting for such purpose, and no amendment shall take effect unless approved by owners representing at least 70% of the aggregate interest of the undivided ownership of the general common elements.
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ARTICLE IX

MORTGAGES

1-	Notice to Association. An owner who mortgages his unit, shall notify the Association through the Managing Agent, if any, or the President of the Board of Directors, giving the name and address of his mortgagee.
2-	Notice of Unpaid Assessments. The Association shall at the request of a mortgagee of a unit report any unpaid assessments due from the owner of such unit.

These By-Laws are set forth to comply with the requirements
of the State of Texas Condominium Ownership Act. If any of these CD By-Laws conflict with the provisions of said statute, it is hereby agreed and accepted that the provisions of the statute will apply.
If any of the provisions of these By-Laws conflict with the Declaration, the provisions of the Declaration shall prevail. To the maximum extent possible, these By-Laws will be construed to be in compliance with the Texas Condominium Act, and the invalidity of any section, or paragraph herein will not effect the validity of the remaining portions hereof.

This Association is not organized for profit. No member, member of the Board of Directors or person from whom the Association may receive any property or funds shall receive or shall be lawfully entitled to receive any pecuniary profit from the operation thereof, and in no event shall any part of the funds or assets of the Association be paid as salary or compensation to, or distributed to, or inure to the benefit of any memmber of the Board of Directors; provided, however, always (1) that reasonable compensation may be paid to any member while acting as an agent or employee of the Association for services rendered in effecting one or more of the purposes of the Association, and (2) that any member of the Board of Directors may, from time to time, be reimbursed for his actual and reasonable expenses incurred in connection with the administration of the affairs of the Association.

The Registered qffice and the principal office for the transaction of business of this Association shall be 4111 Medical Parkway, Suite 101, Austin, Texas 78756, and the Registered Agent shall be McClure Bintliff at the same address.

The persons who shall be authorized to execute any and all contracts, documents, instruments of conveyance or encumbrances, including promissory notes, shall be the President, Vice-President and secretary of the Association.

COMPLIANCE

ARTICLE X

ARTICLE XI

NON-PROFIT ASSOCIATION

ARTICLE XII

REGISTERED OFFICE

ARTICLE XIII

EXECUTION OF DOCUMENTS

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ARTICLE XIV

ABATEMENT AND ENJOINMENT OF VIOLATIONS BY OWNERS
The violation of any rule or regulation promulgated by the Board of Directors, or the breach of any By-Law, or the breach of any provision of the Declaration, shall give the - Board of Directors or the Managing Agent, the right, in addition to any other rights set forth therein, (a) to enter the unit in which, or as to which, such violation or breach exists and to summarily abate and remove, at the expense of the defaulting unit owner, any person, structure, thing or condition that may exist therein contrary to the intent and meaning of the provisions thereof, and the Board of Directors or Managing Agent shall not be deemed guilty in any manner of trespass, and to expel, remove and put out same, using such force as may be necessary in so doing, without being liable to prosecution or in damages therefor; and (b) to enjoin, abate, or remedy by appropriate legal proceedings, either at law or in equity, the continuance of any breach.

The Association and any aggrieved unit owner shall have an appropriate right of action against unit owners for failure to comply with the provisions of the Declaration and these By-Laws, or with decisions of the Association which are made pursuant thereto. Any unit owner shall have similar rights of action against the Association.

ARTICLE XV

RIGHTS OF ACTION

IN WITNESS-WHEREOF, t hands this the - day of

.ndersigned have hereunto set their , 1982.

BOARD OF DIRECTORS

R. W. Lxvmgston, Jr.

Oscar Rohne

STATfOFTE^s

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