St. Andrews Protective Covenants
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ST. ANDREWS PLACE SUBDIVISION, UNIT 1,
DECLARATION OF PROTECTIVE COVENANTS, CONDITIONS,
SERVITUDES AND BUILDING RESTRICTIONS


       BE IT KNOWN that this ____ day of __________, 2010, before me, the
undersigned Notary Public, duly commissioned and qualified, and in the presence of the
undersigned witnesses, personally came and appeared:

                            WALLACE LAKE DEVELOPMENT, L.L.C., a Louisiana
                            limited liability company, domiciled in Caddo Parish,
                            Louisiana, whose mailing address is 400 Travis Street, Suite
                            1510, Shreveport, Louisiana 71101, herein represented by
                            and through C. DeWitt Caruthers, its duly authorized
                            Manager,
who declared that:
       (A) It is the owner of certain immovable property in the Parish of Caddo, State
of Louisiana, known as St. Andrews Place Subdivision, Unit 1, which is more particularly
described as follows:


               A TRACT OF LAND LOCATED IN SECTION 30, TOWNSHIP 16 NORTH,
              RANGE 10 WEST, CADDO PARISH, LOUISIANA, SAID TRACT BEING
              MORE FULLY DESCRIBED AS FOLLOWS: FROM A FOUND THREE
              INCH DIAMETER IRON PIPE AT THE NORTHWEST CORNER OF SAID
              SECTION 30, RUN THENCE SOUTH 89º03'04" EAST ALONG THE NORTH
              LINE OF SAID SECTION 30 A DISTANCE OF 2404.09 FEET TO THE EAST
              RIGHT OF WAY LINE OF WALLACE LAKE ROAD, THENCE RUN SOUTH
              01º04'25" WEST ALONG SAID EAST RIGHT OF WAY LINE A DISTANCE
              OF 2859.29 FEET TO THE POINT OF BEGINNING OF THE TRACT HEREIN
              DESCRIBED.

              FROM SAID POINT OF BEGINNING, RUN THENCE SOUTH 89º12'44"
              EAST A DISTANCE OF 624.45 FEET, THENCE RUN SOUTH 00º53'49"
              WEST A DISTANCE OF 169.29 FEET, THENCE RUN SOUTH 75º44'12"
              EAST A DISTANCE OF 204.18 FEET, THENCE RUN SOUTH 36º56'51"
              EAST A DISTANCE OF 165.20 FEET, THENCE RUN SOUTH 00º53'49"
              WEST A DISTANCE OF 50.00 FEET, THENCE RUN SOUTH 89º07'40" EAST
              A DISTANCE OF 150.00 FEET, THENCE RUN SOUTH 00º53'49" WEST A
              DISTANCE OF 696.38 FEET, THENCE RUN NORTH 89º06'11" WEST A
              DISTANCE OF 1077.82 FEET TO THE EAST RIGHT OF WAY LINE OF
              WALLACE LAKE ROAD, THENCE RUN NORTH 01º04'25" EAST ALONG
              SAID RIGHT OF WAY LINE A DISTANCE OF 1092.07 FEET TO THE
              POINT OF BEGINNING.

              SAID TRACT CONTAINING 24.10 ACRES.

(the "Subdivision").

       (B) In order to protect and enhance the value and desirability of the quality of
life in the subdivision, it hereby subjects said property to the following protective
covenants, conditions, servitudes and building restrictions, to-wit:


1. STATEMENT OF DECLARATION

       All Lots within the Subdivision shall be owned, conveyed, encumbered, occupied,
       maintained, altered and/or improved, subject to these terms, conditions, covenants,
       restrictions and servitudes.


2. DEFINITIONS

              As used herein, the following terms shall be defined as:

               2.1 Declaration: This and any other recorded act imposing covenants,
              conditions and restrictions, servitudes and/or destinations on the Owners
              and all immovable property within the Subdivision as the same may be
              amended from time to time by the Declarant and filed of record.

              2.2 Declarant or Developer: Wallace Lake Development, L.L.C., its
              successors or assigns.

              2.3 Subdivision: St. Andrews Place Subdivision, Unit 1, as described above.

              2.4 Lot: A parcel of ground suitable for the construction of a single family
              residential unit as shown on the latest recorded subdivision plat.

              2.5 Common Area: All immovable property, (including but not limited to the
              utility and other improvements thereon and servitudes), streets, and rights-
              of-way owned, but excluding the Ponds, held or maintained by the
              Corporation for the common use and enjoyment of the Owners and
              occupants of Lots.

              2.6 Owner: The record owner of title to any Lot.

              2.7 Corporation: St. Andrews Place Homeowners Association, Inc., a
              Louisiana non-profit corporation.

              2.8 Board: The Board of Directors of the Corporation.

              2.9 Officers: The Officers of the Corporation.

              2.10 Committee: The Architectural Control Committee.

              2.11 Person: Any natural individual, firm, corporation, limited liability company,
              partnership, association, trust or legal entity capable of holding title to
              immovable property under Louisiana law.
              2.12 Improvement: Any work, including but not limited to, grading, excavation,
              tree removal, planting, demolition, construction or building of any nature,
              including, but not limited to, residences, greenhouses, garages,
              boathouses, docks, storage buildings or sheds, driveways, fences, walls,
              landscaping, gardens, satellite receiving or transmitting dishes, and/or
              antennas.

              2.13 Pond or Ponds: Means and refers to either of the two ponds presently
              situated on the Subdivision.

              2.14 Pond Lot: A Lot where a portion of either pond is presently situated.

              2.15 Pond Lot Owner: An Owner who has a portion of either Pond situated on
              their Lot.


3. ARCHITECTURAL CONTROL COMMITTEE6:33 PM 6/26/2010

              3.1 There is hereby created an Architectural Control Committee (the
              "Committee") which shall regulate the external design, construction,
              appearance and location of Improvements on Lots to foster a harmonious
              relationship among structures and topography which foster the
              attractiveness of the Subdivision, thus protecting the value, desirability
              and quality of life within the Subdivision.

              3.2 The initial Committee shall be composed of Dewey W. Corley and Witt
              Caruthers, who shall serve until the earliest to occur of resignation, death
              or replacement by the Developer.

              3.3 The Committee shall act by majority vote, except where otherwise
              provided herein. The entire Committee or each member thereof may
              designate a representative to act for it.

              3.4 No Improvements shall be commenced, erected, demolished, or
              maintained upon any Lot, nor shall any exterior addition to or change or
              alteration therein be made until the plans and specifications showing the
              nature, kind, shape, height, materials, color and location of the same shall
              have been submitted to, and approved in writing by, the Committee.

               3.5 The plans and specifications for any Improvements shall be submitted to
               the Committee in duplicate for approval prior to the commencement of any
               work. Approval shall be marked upon both sets of plans, one of which
               shall be returned to the applicant and the other shall be retained by the
               Committee. In the event the Committee fails to approve or disapprove in
              writing such plans and specification within thirty (30) days after the
              submission of plans and specifications, approval will be deemed granted.

               3.6 The Committee shall consider the following design standards in making its
              decision as to any work:

                      3.6.1 Validity of concept: The basic idea of the change must be
                     sound and appropriate to its surroundings.

                     3.6.2 Landscape and Environment: The change must not
                     unnecessarily destroy or blight the landscape or
                     environment.

                     3.6.3 Relationship: The proposed Improvements must relate
                     harmoniously among themselves and to existing buildings
                     and terrain.

                     3.6.4 Protection of Neighbors: The interests of neighboring owners
                     must be protected by making reasonable provisions for such
                     matters as access, drainage, sound, sight, views, light and
                     air and other aspects of design which may affect neighboring
                     property.

                     3.6.5 Design Compatibility: The proposed change must be
                     compatible with the design characteristics of the applicable
                     Lot, adjoining properties, and the subdivision setting as to
                     scale, materials, color and construction details.

                     3.6.6 Workmanship: The quality of work must be equal to or better
                     than that of the surrounding Lots.

              3.7 The Committee shall have the right, by unanimous vote, to waive any
              covenant, condition, servitude and/or restriction when, and in the event,
              the Committee deems such waiver appropriate.

              3.8 Many provisions of this Declaration call for or depend upon the exercise of
              discretion and judgment on the part of the Committee. In all such
              instances, the Committee shall have sole, absolute and final discretion,
              unless it is established in appropriate legal proceedings that the
              Committee acted in an arbitrary and capricious manner.
4. USE RESTRICTIONS

              4.1 No Lot shall be used except for single family residential purposes.

              4.2 No Improvements shall be erected, altered, placed, built or permitted to
              remain on any Lot other than one detached single family dwelling, a
              garage or carport, and outbuildings customarily appurtenant to single
              family residential dwellings.

              4.3 All Improvements, except a greenhouse, shall correspond in style and
              architecture to the residence to which it is appurtenant.

              4.4 No garage apartment shall be erected on any Lot.

              4.5 Construction of new buildings only shall be permitted. No one can move
              any existing building or prefabricated housing onto a Lot. No prefabricated
              building or building made primarily of metal or vinyl sheeting may be
              constructed except as specifically approved in writing by the Committee.
              All outbuildings must be in architectural harmony with the residence to
              which it is appurtenant.

              4.6 Construction of an Improvement on any Lot once initiated, must be
              diligently pursued and completed within a reasonable time.

              4.7 Each single family residence shall contain at least 3,500 square feet of
              total area under roof and the livable heated area shall not be less than
              3,000 square feet.

              4.8 A garage or carport capable of housing at least three automobiles must be
              provided on each Lot. No garage or carport may be open toward or face
              the street upon which the front of the house faces. Any garage or carport
              must have a garage door.

              4.9 Any garage or carport which faces either a side street or is visible from the
              front must have a remote operated mechanical garage door.

              4.10 No building shall be located on any Lot nearer than fifty (50) feet to the
              front Lot line, or nearer than fifteen (15) feet to any side street line, rear lot
              line, or any interior Lot line. For the purposes of this covenant, eaves,
              steps and open porches shall not be considered as part of a building;
               however, this shall not be construed to permit any portion of a building to
              encroach upon another Lot. In case of conflict between the setback lines
              on the recorded plat and these covenants, the greater setback is to
              prevail. In the event that any Person buys contiguous Lots, a building may
              be built nearer to what was formerly an interior Lot line, provided,
              however, no building can be constructed on any Lot smaller than as
              shown on the recorded plat.

              4.11 No Lot may be resubdivided without the unanimous consent of the
              Committee.

              4.12 Minimum roof pitch for any building shall be 8:12.

              4.13 Shingles shall be architectural grade and shall be a shade of black or
              gray. Slate and tile may be approved by the Committee on a case-by-
              case basis.
              4.14 Easements for installation and maintenance of utilities, drainage and
              passage are reserved as shown on the recorded plats.

              4.15 There shall be no interference with the established drainage pattern over
              any property within the subdivision except as approved in writing by the
              Committee. Approval shall not be granted unless provision is made for
              adequate alternate drainage. The "established drainage pattern" shall
               mean the drainage pattern that exists at the time the overall grading of any
              property is completed and shall include any established drainage pattern
              shown on any plans approved by the Committee.

              4.16 No animals, livestock, poultry of any kind shall be raised, bred or kept on
              any Lot. Dogs, cats or any other household pets may be kept provided
              they are not kept, bred or maintained for any commercial purpose.

              4.17 No mineral drilling, mineral development operations, oil refining, quarrying
              or mining operations of any kind shall be permitted upon any Lot. Oil wells,
              tanks, tunnels, mineral excavations or shafts shall not be permitted upon
              or on any Lot. No derrick or other structure designed or used in boring for
              oil or natural gas shall be erected or maintained or permitted upon any
              Lot.

              4.18 At any time prior to the commencement of construction of Improvements
              on a Lot and at all times following the completion of construction of such
              Improvements, no refuse, garbage, trash, lumber, grass, shrub or tree
              clippings, plant waste, compost, metal, bulk materials, scrap, refuse or
              debris of any kind shall be kept, stored or allowed to accumulate on any
              Lot except within an enclosed structure or appropriately screened from
              view, except that any such container (approved by the Corporation) may
              be placed in a designated area for garbage or trash pickup no earlier than
              6 p.m. on the day preceding trash pickup of such garbage and trash, and
              shall be returned to an enclosed structure or an area appropriately
              screened from view no later than 12:01 p.m. on the day following the
              pickup of such garbage and trash.

              4.19 No noxious, obnoxious or offensive activity shall be carried on upon any
               Lot, nor shall anything be done thereon which may be or may become a
              nuisance to or cause an unreasonable embarrassment, disturbance or
              annoyance to others. No unsightly condition shall be created on any Lot or
              permitted to remain thereon.

              4.20 No activity shall be conducted on and no Improvements shall be
              constructed on any property which is or might be unsafe or hazardous to
              any person or property. Without limiting the generality of the foregoing, no
              firearms shall be discharged upon any property and no open fires shall be
              lighted or permitted on any property except in a contained barbecue unit
              while attended and in use for cooking purposes or within a safe and well-
               designed interior or exterior fireplace or unless otherwise approved in
              writing by the Corporation. The fact that the Corporation approves the
              lighting of open fires on any property on any given occasion shall not
              require the Corporation to thereafter approve similar lighting of fires on
              such property or any other property at any later date.

               4.21 Each Owner shall keep the Owner's Lot and the Improvements thereon in
              a neat, clean and sanitary condition. No unsightliness shall be permitted
              on any Lot which is visible from any other Lot or other land within the
              Subdivision. Without limiting the generality of the foregoing, all unsightly
              conditions, structures, facilities, equipment, objects and conditions shall be
              enclosed within a structure including garden or maintenance equipment
              except when in actual use.

              4.22 No vehicle that normally transport inflammatory or explosive cargo may be
              kept in the Subdivision at any time.

              4.23 Trucks with tonnage in excess of three-fourths (3/4) ton, school buses,
              and other large vehicles shall not be permitted to park overnight within the
              Subdivision.

              4.24 No boats, trailers, buses, all-terrain vehicles and/or recreational vehicles
              shall be parked in front of any house, except on a temporary basis.

              4.25 No sign, poster, billboard, advertising device or display of any kind shall
              be displayed to the public view on any Lot, except one sign of no more
              than five (5) square feet advertising the property for sale. Signs of a larger
              size may be erected by the Declarant.

              4.26 No sound or odor shall be emitted from any property which is noxious or
              unreasonably offensive to others. Without limiting the generality of the
              foregoing, no horns, whistles, bells or other sound and fire devices, other
              than security and fire devices used exclusively for security and fire
              purposes and intercoms, shall be located or used on any property except
              with the prior written approval of the Committee. Exterior speakers may be
              located, used or placed on a Lot provided that the use of such exterior
              speaker does not constitute a nuisance or annoyance.

              4.27 No tent, shack, temporary structure or temporary building shall be placed
              upon any property within the Subdivision except with the prior written
              consent of the Committee obtained in each instance.

              4.28 Pipes for water, gas, sewer, drainage or other purposes and wires, poles,
              antennae and other facilities for the transmission or reception of audio or
              visual signals or electricity, and utility meters or other utility facilities shall
              be kept and maintained, to the extent reasonably possible, underground or
              within an enclosed structure. No exterior radio antennae, television
              antennae, or other antennae of any type shall be erected or maintained in
              the Subdivision.

              4.29 Exterior lighting on poles is generally prohibited, except for such street
              lighting as Developer and the Committee may jointly approve.

              4.30 Wood windows or windows of a similar appearance or design as approved
              by the Committee shall be required on the front view and the side view of
              any dwelling.

              4.31 The use of stucco board or similar simulated stucco products is prohibited.
              The use of vinyl or metal siding is prohibited on any residence.

              4.32 No fence or wall shall be erected, placed, altered or permitted nearer to
              any street than the front of the house unless approved by the Committee.
              Any fence erected on any Lot shall be of brick, cedar wood, wrought iron
              and/or redwood, or such other materials as may be approved in writing by
              the Committee. No fence shall be of cyclone, barbed wire, hog wire or
              mesh materials. No fence shall be more than seven (7) feet in height from
              ground level.

              4.33 Pond Restrictions.

                     4.33.1 Only Pond Lot Owners are entitled to use the Ponds within
                     the Subdivision; however, Pond Lot Owners are only entitled
                     to use the Pond which fronts or adjoins a portion of said
                     Owners Lot.

                     4.33.2 Any Owner of a Lot which does not front or adjoin any
                     portion of either Pond in the Subdivision has no right to
                     access or use any portion of either Pond within the
                     Subdivision.

                     4.33.3 All Pond Lot Owners are governed by the Creation of
                     Servitudes by Destination of the Owner and Declaration of
                     Pond Restrictions ("Servitude Agreement") which is recorded
                     in the Conveyance Records of Caddo Parish, Louisiana.

                     4.33.4 Until all Ponds Lots, with respect to each specific Pond,
                     specifically Lots 1, 2 & 3 on Pond A and Lots 4, 5 & 6 on
                     Pond B, are sold by Developer, the Developer shall retain
                     control of each Pond, dam and related structures and shall
                     be responsible to maintain the same.

                     4.33.5 Until all Pond Lots, with respect to each specific Pond, are
                     sold, each Pond Lot Owner shall be responsible to
                     reimburse the Developer for one-third (1/3) the costs and
                     expenses of any required maintenance or repair with respect
                     to the Pond, dam or related structures performed on the
                     respective Pond, by the Developer within thirty (30) days of
                     presentment of statement which shall be payable with ten
                      percent (10%) interest per annum after presentment of
                     statement.

                     4.33.6 Upon the sale of all Pond Lots, with respect to each specific
                     Pond, all maintenance and repair to said Ponds shall be
                     performed by the Pond Lot Owners whose Pond needs
                     maintenance or repair in accordance with the Servitude
                     Agreement.

                     4.33.7 All Pond Lot Owners are automatically governed and subject
                     to said Servitude Agreement in accordance with the laws of
                     Louisiana.


5. HOMEOWNER ASSOCIATION

              Developer places all Lots under the jurisdiction, terms and conditions of
              the Corporation, which appointment has been accepted by the
              Corporation as per resolution attached hereto. Therefore:

              5.1 Owners of Lots will automatically be members of the Corporation. Each
              and every provision of the Articles of Incorporation and Bylaws of the
              Corporation are incorporated herein by reference as if same were copied
              verbatim. Included in said articles of incorporation and/or by-laws is the
              power of the Board to levy community service assessments against each
              Lot owned by someone other than Developer in order to:
                     5.1.1 Promote the recreation, health, safety and welfare of the Owners;

                     5.1.2 Improve and maintain property, including Common Area, and/or
                     Improvements thereon used by or for the benefit of the Corporation
                     or its members; and

                     5.1.3 Fulfill any lawful purpose.

              5.2 The initial community assessment shall be five hundred dollars ($500.00)
              payable annually in advance.

              5.3 An Owner shall be bound and obligated to pay the community service
              assessments on or before the due date. In the event the community
              service assessments are not timely paid, then the Owner shall be liable for
              all costs associated with the collection thereof, including reasonable
              attorney fees and legal interest from the date due.

              5.4 Non-use by an Owner or abandonment shall not relieve such Lot or Owner
              from liability for payment of community service assessments.

              5.5 Each Owner shall have a right of enjoyment in and to the Common Area
              which shall be appurtenant to and shall pass with the title to every Lot,
              subject to:

                     5.5.1 The rights of the Corporation to:

                            (a) Suspend the voting rights and/or right to use the Common
                            Area by an Owner for either:

                                        (i) Failure to timely pay community service assessments;

                                 or

                                        (ii) Failure to abide by the covenants, charter, by-laws or
                                        other published rules and/or regulations governing the
                                        use of the Common Area.

                            (b) Dedicate or transfer all or any part of the Common Area to
                            any public agency, authority or utility.

                     5.5.2 The terms and conditions of the Articles of Incorporation and By-
                     laws of the Corporation.


6. ENFORCEMENT

       The Developer, the Corporation and any Owner shall have the right to enforce,
       by any proceeding at law or in equity, the restrictions, conditions and covenants now or
       hereafter imposed (except as properly waived as provided herein) by the provisions of
       the Declaration. Failure to enforce any covenant or restriction herein contained shall in
       no event be deemed a waiver of the right to do so thereafter.


7. ANNEXATION

       Each Owner, by acceptance of a deed or conveyance instrument, agrees that the
       Corporation by and through the Board, has the power to represent all Owners within
       the Subdivision with respect to annexation into the City of Shreveport, Louisiana, and
       execute any instruments in connection with such annexation. Each Owner hereby
       expressly waives such Owner's right to oppose such annexation if approved by the Board.


8. MISCELLANEOUS

       8.1 Invalidation of any of the provisions of this Declaration shall not affect any
       other provisions hereof, which shall remain in full force and effect.

       8.2 The provisions of this Declaration shall constitute covenants running with
       the land, and shall be binding upon all future Owners, transferees and
       lessees thereof, and their successors and assigns.

       8.3 To the extent permitted by law, this Declaration may be amended or
       terminated within twenty-five (25) years of the date of this Declaration by a
       lawful act signed by Owners, owning no less than fifty-one (51%) percent
       of the total Lots and, thereafter, by a lawful act signed by Owners holding
       no less than fifty-one (51%) percent of the total Lots. Any amendment or
       abrogation shall be filed in the Conveyance Records of Caddo Parish,
       Louisiana.

       8.4 Notwithstanding anything to the contrary contained herein, paragraphs
       number 3.1-3.8 and 4.1-4.11 may not be amended or terminated without
       the unanimous written approval of the Committee.

       8.5 Wherever in this Declaration the context so requires, the singular number
       shall include the plural, and the converse; and the use of any gender shall
       be deemed to include all genders.

       8.6 The headings in this Declaration are for reference purposes only and shall
       not in any way affect the meaning or interpretation hereof.


       THUS DONE AND PASSED in my office at Shreveport, Louisiana, on the
day, month and year hereinabove first written in the presence of the undersigned
competent witnesses who have hereunto affixed their signatures with the said Appearer
and me, notary, after reading of the whole.

WITNESSES:
WALLACE LAKE DEVELOPMENT, L.L.C.
______________________________

By: ________________________________
______________________________ C. DeWitt Caruthers, Manager


______________________________________
NOTARY PUBLIC in and for
Caddo Parish, Louisiana.