SUPPLEMENTAL DECLARATION
OF COVENANTS, CONDITIONS AND RESTRICTIONS
(For Chastain Manor at Grand Haven)

          THIS SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS, (the “Supplemental Declaration”) is made as of the 24 day of September, 2001, by PINEDA PARTENERS, L.L.C., a Florida limited liability company, with mailing address at 1688 W. Hibiscus Blvd., Melbourne, FL 32901 (hereinafter referred to as “Developer” or “Declarant”).

W I T N E S S E T H:

            WHEREAS, the Developer executed and recorded that certain Master Declaration of Covenants, Conditions and Restrictions for Grand Haven dated as of the 16th day of March, 2001, as recorded in Official Records Book 4312, Page 3183, Public Records of Brevard County, Florida, as subsequently amended from time to time, (the “Master Declaration”) with respect to that certain planned residential community known as Grand Haven, as more particularly described in the Master Declaration.

          WHEREAS, the Developer now desires to supplement the Master Declaration to submit that portion of the Grand Haven community known as Chastain Manor at Grand Haven, more particularly described in Exhibit “A” attached hereto, as, and encompassing, Lots 1-U through 3-U, Block U, Lots I-V through 25-V, Block V, Lot 12-DD, Block D, Lots 1-EE through 1-EE through 21-EE, Block EE, and Lots 1-FF through 4-FF, Block FF, Grand Haven Phase Two, according to the plat thereof recorded in Plat Book 47, Page 29,30,31 & 32, Public Records of Brevard County, Florida, to the following supplemental covenants, conditions and restrictions, all as provided herein.

          NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Developer hereby makes this Supplemental Declaration, as follows:

ARTICLE I
DEFINITION(S)

“Private Street” shall be referenced on the recorded Plat.

ARTICLE II
ARCHITECTURAL AND AESTHETIC REQUIREMENTS

        Section 1.  Architectural Control Review Committee.

(a)        There shall exist an Architectural Control Committee for Chastain Manor at Grand Haven (hereinafter referred to as the “Committee”) which shall consist of three (3) or more members.  So long as there is a Class B membership of the Association, control of the Committee and approval of all plans and specifications and other functions herein shall be vested in the Declarant or its successor or assign, who shall appoint all Committee Members.  Appointive Committee members need not be Owners and shall serve indefinitely at Declarant’s pleasure.

(b)         After Declarant’s Class B membership in the Association converts to Class A membership, a minimum of five (5) Committee members shall be elected by a majority vote of the Owners of Lots within Chastain Manor at Grand Haven.  Committee members shall be elected at the annual meeting of the Association and shall serve until their successors are elected a the next annual meeting.  Committee members may be re-elected.

(c)         A quorum of the Committee shall consist of a majority of its members; it shall take the affirmative vote of a majority of the members at the meeting, at which a quorum is present to approve or perform any action.  The Committee shall keep written records of its actions.  The Committee shall meet from time to time as necessary.

        Section 2.  Construction Plan Review.

(a)         No dwelling, building or structure of any kind shall be constructed, erected, or altered on any Lot within Chastain Manor at Grand Haven, nor shall any exterior additions, changes or alterations therein be made until the plans and specifications showing the nature, kind, color, shape, height, materials, and location thereof shall have been first submitted to and approved by the Committee.

(b)         Two sets of construction plans and specifications shall be submitted to the Committee showing all intended construction and alterations on the subject Lot, including but not limited to site plan, tree survey, landscape plan, sidewalk construction, exterior elevations, paint colors, shingle samples, exterior materials samples, and other descriptions necessary to describe project.  An administrative fee of $25.00 shall be paid to the Association for processing the house plans, payable at the time of submission.  Plans and specifications in regards to topography and finished grade elevation must also be submitted for approval by the Committee prior to the commencement of any excavation work or activity which will alter the existing topography of the Lot.  The Committee shall notify the Lot Owner, in writing, within thirty (30) days of receipt of all required evidence, of the Committee’s approval or disapproval of any project.  Said written notice may be signed by any one member of the Committee.

(c)        Builders who have contracted with the Developer to purchase 5 or more Lots (“Builders”) may submit plans of their models and landscape designs for general approval by the Committee but shall still notify the Committee in writing as provided herein as to which model, colors, landscaping, etc. are to be used on each specific Lot.  The administrative fee shall be waived by the Committee for builders who have contracted with the Developer to purchase five (5) or more Lots.

(d)        The plans, specifications, and location of all contemplated construction shall be in accordance with the terms hereof and with all applicable codes and ordinances of the local governing agency issuing permits for construction or land alteration in effect at the time of such proposed construction or alteration.  The Committee shall have the right, in its sole discretion based upon these Covenants and Restrictions, to approve or disapprove any Lot improvement, including but not limited to building, fence, wall, screened enclosure, grading, floor elevation, drainage plan, mailbox, solar energy device, posts, antennas, fountains, decorative building features, landscaping plan, landscape device or object, yard decorations, or other improvements, whether as new construction or additions, modifications or alterations to Lots.

(e)        In the event any required approvals are not obtained prior to commencement of improvements, or in the event improvements are made which vary from those approved, it shall be deemed that no approvals were given and that a violation and/or breach of this Supplemental Declaration has occurred, in which event, the Association may bring an action at law to require the demolition or removal of such unapproved improvements.  In addition, fines for violation hereof may be assessed in the manner provided by Section 7.2 of the Master Declaration.

        Section 3. Grading, Drainage and Floor Elevations.

(a)        Each Lot shall be filled and graded to elevations designed by the Lot Grading Plan (the “Lot Grading Plan”) prepared by Post, Buckley, Schuh & Jurnigan and approved by the St. Johns River Water Management District and Brevard Count, Florida or other governmental agency.  A copy of the Lot Grading Plan has been filed with Brevard County and is available for inspection.  Drainage of each Lot shall be accomplished by grading Lots so runoff from one Lot does not drain onto another Lot.

(b)        Sidewalks for each Lot shall be constructed at the time of home construction and shall be graded so as not to impound water in the Lot or on the sidewalk as it shall be slanted toward the street to assure proper drainage.  The property line side of the sidewalk shall be two inched higher than the back of curb elevation and blend in smoothly with the finished sodded yard of each Lot.

(c)         Finish floor elevations shall conform to the Lot Grading Plan and to the requirements of Brevard County or other governmental agency having jurisdiction.

        Section 4. Landscaping.

(a)         All landscaping must conform to all codes and requirements of the local governing agencies and shall be approved by the Committee.  A typical or several master landscape plan(s) may be submitted to the Committee for approval by Builders in accordance with Sections 2 above.  This plan may be altered to accommodate existing vegetation on individual Lots.  All areas of the yard of each Lot not left in this natural vegetated condition shall be replanted with trees, shrubs, and flowers, or sodded including all easements and right of ways directly in front and rear of all Lots.  With the exception of routine replantings or replacement of existing landscaping, no landscape modifications shall be permitted without the prior approval of the Committee.

(b)        No existing living tree four (4) or more inches in caliper, measured at breast height, shall be removed from a Lot unless said tree is diseased or interferes with erecting or placing the house or other permanent structures on said Lot and grading for property drainage.

(c)        A minimum of four (4) trees, two (2) of which must be live or laurel oak are required to be planted for each residence.  Two (2) of those trees must be planted in the front setback area of each residence.  These trees shall be a minimum of 8’ in height, have a drip line of a minimum of 4’, and a minimum of 1 ½” diameter measured above the finished grade.  The trees shall remain perpetually yon each Lot.  Notwithstanding the foregoing, trees must conform to any stricter standards required by any applicable governmental entity.  In the event any of the trees die either by disease or neglect, they shall be replanted with the same or other approved type of tree to comply with these minimum requirements.  Upon notification by the Association and/or the local governing agency, each homeowner shall have thirty (30) days to replant/replace said trees required under these restrictions.

(d)        A minimum of twenty (20) 3-gallon shrubs must be planted in the front and side yard of each residence.

(e)        All Lots shall be fully sodded with floratam sod and shall include an automatic sprinkler system.

(f)        Each Lot shall be entirely sodded and irrigated, including all easements, right-of-ways and common areas directly in the front and rear of all Lots.

        Section 5.  Roofs, Shingle Material and Exterior Elevations.  No primary portion of a straight gable or hip roofs may be built with a pitch lower than 5/12.  All roofs shall be pitched except for those areas over porches and patios.  All roof structures shall be integrated to conform with the roof lines materials used for the primary roof structure.  In no event shall any aluminum or vinyl roof be permitted over any area of any improvement.  Screened roofs over patios and pool areas shall be permitted subject to approval by the Committee.

          The Committee must approve the type, color and style of all shingle and roof covering materials.  Architectural grade shingles shall be required.  The Committee may reject any exterior elevation based on the roof line, shingle type or exterior elevation appearance that in its judgment is not within character in keeping up with the standards of the Subdivision.

          Section 6.  Exterior Covering, Siding and Paint.  There shall be no artificial brick, stone, stucco, aluminum, vinyl, T-11 or other siding materials used on the exterior of the buildings or other structures without first receiving written approval of the Committee as to type, color, and texture of the material.  In no event shall any exposed, unfinished concrete block be used on any exterior surface.  For purposes of the foregoing, painted concrete block without other substantial covering material shall be deemed unfinished.

          All paint used on the exterior body of any residence shall be subdued in its tone.  Colors should be selected to harmonize with the natural environment of the Subdivision and should be soft and unobtrusive.  No colors should be loud or bright.  No more than one paint color (may be used) for the body of each residence and no more than two accent trim colors.  Paint colors must be submitted for approval prior to being applied on any residence.  A written approval listing the manufacturer and paint sample number of all paint colors including body and trim paint must be obtained for each residence from the Committee.  Painting or coloring of driveways or sidewalks is prohibited.

          Section 7.  Overhead Garage Doors.  All overhead garage doors shall be decorative in design and should complement the exterior elevation of each individual residence.  Under no circumstances may fiberglass or plastic type garage doors be used.  Garage doors should remain closed when not in use.

          Section 8.  Dwelling Size.  The minimum square footage for the main structure of any dwelling on any Lot within Chastain Manor at Grand Haven, exclusive of any open porches, patios (enclosed or otherwise), breeze-ways and garages, shall not be less than 1,750 square feet.  Each residence shall have an enclosed garage for a minimum of two cars.  No carports shall be permitted.

          Section 9.  Building Location.  No building shall be located on any Lot nearer than 20 feet to the front lot line or nearer than 15 feet to any side street line.  No building shall be located nearer than 5 feet to an interior Lot, or nearer than 20 feet to the rear lot line.  For the purpose of this covenant, eaves, concrete slabs and steps shall not be considered as part of the building; provided, however, that this shall not be construed to permit any portion of a building on a Lot to encroach upon another Lot or easement.  If there is any conflict between this covenant and zoning regulations of the proper governing authority said zoning regulations shall apply to the extent that such zoning regulations require a greater building setback.

          Section 10.  Post Lights.  Each residence constructed shall be required to install and maintain an electric exterior post light in the front setback area prior to occupancy.  Said post lights shall be uniform in design and in a standard location on each Lot.  The type and location of the post light shall be determined by the Declarant.  The color shall be black.

          Section 11.  Street Address Numbers and Mailboxes.  The location of street address numbers shall be as uniform as possible on each residence.  The location and type of mailboxes and street address numbers shall be determined by the Developer.  All mailboxes and street address numbers are required to be installed by the builder prior to the occupancy of each residence.

          Section 12.  Occupancy Before Completion.  No building or structure on any Lot shall be occupied until the same is approved for by such governmental agency which is responsible for regulation of building construction and until it complies with the terms and provisions of these covenants and restrictions.  Upon completion, the Committee shall inspect the Lot and improvements and issue the Lot Builder a certificate of compliance acknowledging that said terms and provisions have been met or itemizing any non-compliance.  The certificate of compliance shall be delivered to the Owner upon the transfer of title or prior to occupancy.

          Section 13.  Maintenance and Repair.  All improvements placed or maintained on a Lot shall at all times be maintained in good condition and repair.

          Section 14.  Completion of Construction.  All construction and landscaping approved by the Committee shall be completed within six (6) months from the date of written approval. The Committee may grant a greater period of time to complete said construction or may grant an extension of said six-month period.

          Section 15.  No Temporary Buildings.  No tent, shack, trailer, house trailer, garage, or other space shall at any time be  used on any Lot as a residence temporarily or permanently.  No building or dwelling of a temporary character shall be permitted, except that buildings necessary for construction or sales taking place in the development and not intended to be used for living accommodations may be erected and maintained only during the course of construction and sales and after receipt of written approval from the Developer.

          Section 16.  Ground Maintenance.

(a)        Grass, hedges, shrubs, vines, trees, and mass plantings of any type on each Lot shall be kept trimmed and shall at regular intervals be moved, trimmed and cut so as to maintain the same in a net and attractive manner.  Trees, shrubs, vines and plants which die shall be promptly removed or replaced.

(b)        No weeds, vegetation, rubbish, debris, garbage, objects, waste, or materials of any kind whatsoever shall be placed or permitted to accumulate upon any portion of a Lot which would render it unsanitary, unsightly, offensive, or detrimental to the Subdivision or to the occupants of any property in the vicinity.

(c)        No building material of any kind or character shall be placed or stored upon any Lot so as to be open to view by the public or neighbors, unless such material will be used and is used for the construction of buildings or structures upon the Lot on which the material is stored.

(d)        All Lot Owners owning Lots adjoining Common Areas shall be required to install grass or to landscape to the edge of the water or vegetation located in that Common Area, and to maintain such grass or landscaping, regardless of where the exact boundary line lies between the Lot and the Common Area.

Section 17.  Fences, Walls, Hedges, Mass Planting of Any Type.

(a)        Fences, walls, hedges or mass planting of any type shall not exceed a height of sic (6) feet above the finished graded surface of the grounds upon which it is located and shall not be constructed, planted, placed or maintained upon any Lot without the written consent and approval of the Committee.

(b)        No hedge or mass planting of any type exceeding three (3) feet above the finished graded surface of the ground upon which it is located shall be constructed, planted, placed or maintained between the street and the front setback line of any Lot without the written consent and approval of the Committee.

(c)        No fences, walls, hedges or mass planting of any type shall be built further forward on a Lot than ten (10’) feet behind the front building line of any residence, and shall not exceed (6’) feet in height, except as otherwise provided herein.  All fences built on the street side of any corner Lot shall have a minimum setback requirement equal to the setback of the existing residence.  All fences must be in conformance with all governmental regulatory codes and setback requirements.  No fence shall be constructed without the prior written approval and consent of the Committee.  The finished side of all fences shall face the exterior of the Lot.

(d)        No fence may be constructed of wire, chain link or cyclone style of fencing on any Lot.

(e)        All fences to be constructed in the Subdivision shall be of uniform design and finish.  The type and style shall be decided by the Committee.  Prior to construction of a fence or wall on any Lot, the Owner must submit a detailed sketch showing the type and location, and confirming the use of the pre-approved style and color of the proposed fence or wall to the Committee approval.

(f)        With respect to any lot adjoining a lake or retention area, no fence or wall, shall be constructed behind the rear building setback line (the “rear fence line”) of the residence on any such Lot except upon the granting of a variance by the Committee in accordance with the following guidelines and procedures:

i.         An application, including plans and specifications, for the fence must be submitted to the Committee and processed as set forth in Article II and this section

ii.         The committee shall have the right, in it sole discretion, based upon these Covenants and Restrictions, to approve or disapprove the variance.

iii.        The Lot Owner must demonstrate to the Committee a special safety need for the fence upon the physical, mental or medical condition of a full time occupant of the Lot.  Such condition must be substantially similar to one of the following conditions:

a.        An occupant who is under the age of ten (10);

b.        An occupant, regardless of age, who is functioning at a mental level below that of age ten (10), based upon the determination made by an appropriate doctor in writing.

c.        An occupant who is unable to swim as a result of a physical and/or mental disability as confirmed in writing by an appropriate doctor.

iv.         The variance shall not be permanent in nature and shall expirer upon the termination/elimination of the physical, mental or medical condition forming the basis of the original variance granted, whether by a child reaching the age of ten (10), the sale of the residence to new owners with no special conditions or otherwise.  The fence shall be removed within thirty (30) days of variance expiration

v. No variances will be granted on the need to fence or protect pets, nor will a variance be granted solely because an occupant has not learned to swim.

vi. No variance permitting a solid wall be granted.

vii. No variance permitting a fence exceeding four (4) feet in height will be granted. All fences must be in conformance with all governmental regulatory codes and setback requirements.  No fences shall be constructed without the written approval and consent of the Committee.

(g)        All fences to be constructed in the Subdivision shall be constructed of the board-on-board or shadow box type, and shall be of uniform design and finish.  The type and style shall be decided by the Committee.  Prior to construction of a fence or wall on any Loy, the Owner must submit a detailed sketch showing the type and location, and confirming the use of the pre-approved style and color of the proposed fence or wall to the committee for approval.

         Section 18.  Exterior Light Fixtures.  No exterior lighting fixtures shall be installed on
any Lot or residential dwelling without adequate and proper shielding of the fixture.  No lighting fixture shall be installed that is an annoyance or a nuisance to the residents of adjacent Lot or Lots.

          Section 19.  Wells.  No water wells shall be dug on any Lot or on the Properties except for purposes of irrigation of landscaping.

          Section 20.  Swimming Pools.  A swimming pool may be constructed on a Lot within the appropriate setbacks and with the approval of the location and material by the Committee.  Access to a pool from the boundaries of the Lot must be controlled from all directions by fencing and the residential structure.  If pools are protected by screens, such screens and their structures shall be approved by the Committee.  Swimming pools shall be only in-ground type and shall be constructed of fiberglass, concrete, or concrete materials.  The pool deck shall be no higher than two (2”) inches below the grade level of the first floor house pad.

          Section 21.  Right to Inspect.  The Committee or the Association’s Board of Directors may at any reasonable time or times during periods of construction or alteration and within thirty (30) days thereafter enter upon and inspect any Lot and any improvements thereon for the purpose of ascertaining whether the maintenance of such Lot and the maintenance, construction or alteration of structures thereon are in compliance with the provisions hereof; and neither said Board nor any of its agents shall be deemed to have committed a trespass or other wrongful act by reason of such entry or inspection.

          Section 22.  Antennae, Aerials and Satellite Dishes.  The Federal Communications Commission has published rules which govern the right of homeowners to receive programming from direct broadcast satellites (DBS), multi-channel, multi-point distribution (wireless cable) service (MMDS) and television broadcast stations (TVBS).  The Association is prohibited from the following:

(1)        Restrictions that impair the installation, maintenance or use of antennae to receive video programming as well as satellite dishes which are less than thirty-nine (39) inches in diameter.

The Association does have the right to regulate the above-described telecommunications equipment with respect to landscaping and safety.  When possible, all exterior antennae or aerials shall be placed in the rear or side yard, in such manner as to be as unobtrusive as possible.   Any matter of safety will be handled on a case-by-case basis by the Association.

Any homeowner who wishes to install an antennae or a satellite dish should submit a sketch showing its location relative to the home to the Architectural Control Review Committee.

(2)        Restrictions that unreasonably delay or prevent, or unreasonably increase the cost of, the installation, maintenance or use of such antennae, or which preclude the reception of an acceptable quality signal.

        Section 23.  Games and Play Apparatus.  All games and play apparatus remaining
outdoors for more than three days shall be located at the rear or side of the dwelling, so as not to be visible from any street.  The Committee may make exceptions and permit basketball backboards or similar play apparatus that is visible from the street.  Any permitted basketball standards must be in writing by the Committee and shall be constructed of uniform black enamel pole and white backboard and shall be a minimum of 25’ from any paved public street.

          Section 24.  Sewage Disposal.  No individual sewage disposal systems shall be permitted on any Lot.

          Section 25.  Air Conditioning.  No window or wall air conditioning units shall be permitted in any improvements located within the Subdivision.  All air conditioning units shall be placed no further forward than 10 feet behind the front building line of the residence with landscape or fence screening so as to make same not visible from the street (including side street in the case of a corner Lot).

          Section 26.  Tanks.  No permanent above ground oil tanks or bottled gas tanks may be placed on Lots containing residences without the approval of the Committee as to size, screening and location.

          Section 27.  Clearing.  No clearing may take place within a conservation easement within a Lot (see Article V, Section 5.1 of the Master Declaration).

          Prior to any construction the Committee will be furnished a tree survey showing the location and location of existing vegetation.  A site plan will be provided showing the location of any structures, driveways, and sidewalks to be constructed and which vegetation and trees are proposed to be removed.

          It is the intent of the Committee that as much of any existing wooded character of a Lot be retained as reasonably possible.  All yard areas of a Lot not left in their natural state shall be sodded or replanted.  For any Lot fronting a lake, the Owner including Builders of same shall also be responsible for sodding and maintaining areas between his property line and the water’s edge, if any.

          If any unauthorized clearing or damage takes place on any Lot, conservation area, upland buffer or any Common Areas, restoration of said Lot or Common Areas to their original condition must be made.  The vegetation restoration plans must show the location of plant material, size, and type must be submitted to the Committee for approval.  If the Owner of any Lot (or his contractors, agents or invitees) that has been cleared without written authorization of the Committee fails to restore said Lot or Common Area damaged by the Owner (or his contractors, agents or invitees) within thirty (30) days of receipt of written notice from the Committee, then the Committee may make such restoration, the cost of which shall be a lien against the Lot and a debt of Owner which may be enforced in the same manner as enforcement of Assessments as set forth herein.

Any Builder, or subsequent Owner, who damages any portion of a Conservation Easement Area, in any way, as determined by the Developer and/or the St. Johns River Water Management District shall be assessed a fine of $500.00 (see Section 29. below).

          Section 28.  Maintenance of Roads and Streets.  All or a portion of the roads and streets within the boundaries of the Subdivision may be private in nature and not dedicated to the public.  The access to these roads and streets may be restricted from access to the general public at the general point of access.  The Association shall be responsible for the cost of maintaining and insuring these private roads, streets, curbs and sidewalks, as well as drainage systems from all private roads to the retention ponds in the Subdivision.  The Grand Haven Master Homeowners Association, Inc. shall be responsible for collecting funds from the Association Members necessary for maintaining and insuring all roads, streets, curbs, sidewalks, and drainage in Tract “CCCC” as shown on the plat of Grand Haven Phase Two, as recorded in Plat Book 27, Page 29, 30, 31 & 32, Public Records of Brevard, County, Florida.  Builder shall provide Association with a fifteen year maintenance bond for the roads in this portion of the Subdivision, or until all construction of homes has been completed.

          Section 29. Maintenance of Gate.  The Builder shall warrant and pay all costs associated with the maintenance and operation of the entrance gate until ninety (90%) percent of the lots in the Chastain Manor at Grand Haven section have been occupied and conveyed to the Initial Owners.

          Section 30.  Maintenance of General Liability Insurance Policy for Private Property.  The Association shall be responsible for the payment of the cost of the insurance and maintenance of a general liability insurance policy covering all of the subdivision improvements located in Grand Have, Phase 2.  This liability policy will cover all of the improvements that are the property of the Association and general liability regarding their use.  The Association shall maintain general liability insurance coverage for, but not limited to, the entrance gate, private streets and recreation facilities (if constructed).  Such policy shall be reviewed on an annual basis  to assure that they meet current governmental rules and standards, and generally acceptable insurance practices.  At no time shall coverage be less than a one million dollar general liability policy.  The insurance must be purchased from an insurance company that is certified to do business in the State of Florida and is in good standing with the Department of Insurance.

ARTICLE III - ASSESSMENTS

          Section 1.  Initial Assessment Amount.  Pursuant to Article VI, Section 6.1 of the Master Declaration, the initial annual assessment amount for Lots within Chastain Manor at Grand Haven shall be $425.00 per year.  $75.00 of this amount shall be set aside in a separate Homeowner Association account to be used for gate maintenance and repair and road maintenance and repair only.  Such assessment amount shall be subject to adjustment by the Board of Directors from time to time in the manner provided by Section 6.1 of the Master Declaration.

          Section 2.  Start-Up Assessment.  The amount of the one-time start-up assessment payable to the Association at the time a Lot is conveyed to its initial Owner, as provided by Section 6.1 of the Master Declaration, shall be $425.00 for each lot within Chastain Manor at Grand Haven.  $75.00 of this one-time start-up fee shall be set aside in a separate Homeowner Association account for gate maintenance and repair and road maintenance and repair only.

ARTICLE IV
GENERAL PROVISIONS

          Section 1.  Definitions.  Except as otherwise defined herein, all capitalized terms used in this Supplemental Declaration shall have the same meanings as defined in the Master Declaration.

          Section 2.  Severability and Interpretation.  Invalidation of any of these covenants or restrictions by judgment or court order shall in no way affect any other provisions hereof, which shall remain in full force and effect.  Should any conflict in interpretation arise between the provisions of this Declaration and of the Articles of Incorporation, the provisions of this Declaration shall prevail.

          Section 3.  Federal Housing Administration (FHA) or Veterans Administration (VA) Approvals.  So long as there is a Class B membership the following actions shall require the prior approval of the FHA or VA agencies:  annexation of additional properties outside the boundaries of the Subdivision, dedication of Common Areas to other then the Association, encumbrance of a Common Area, or amendment of this Declaration or the Articles of Incorporation or the Bylaws of the Association.

IN WITNESS WHEREOF, the Developer has executed this Supplemental Declaration as of the date first above written.