Covenants

DEED OF DEDICATION AND DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTION

This Deed of Dedication and Declaration of Covenants, Conditions and Restrictions, made this 5^th day of February, 1971, by and between GROWTH-LAND, INC., a Virginia corporation, party of the first part, and FOXLEE COMMUNITY CORPORATION, a Virginia non-stock corporation, party of the second part.

Witnesseth:

WHEREAS, the said party of the first part is the sole owner and proprietor of the hereinafter described property, this being the property acquired by deed from Oak Hill Farms, Inc., dated December 30, 1970 and recorded in Deed Book 522 at Page 684, among the land records of Loudoun County, Virginia.

WHEREAS, it is the desire of the said party of the first part to subdivide and hereinafter described parcel of land as a subdivision to be known as “FOXLEE SUBDIVISION”, and to dedicate for public use the streets as shown on plat of Dewberry Nealon & Davis, Engineers, Planners, attached hereto and made a part hereof, and further to create and establish the easements for the purpose as set forth on the attached plat.

NOW THEREFORE, for and in consideration of the sum of One Dollar ($1.00) and the premises, the said parties hereto do hereby subdivide the same into lots and common area, and do hereby create and establish the several easements, all as shown on that certain plat prepared by Dewberry, Nealon & Davis, C.L.S, dated June, 1971, and entitled “Plat of FOXLEE SUBDIVISION” a copy of which is attached hereto and made a part hereof, all that certain tract or parcel of land situate, lying and being in Loudoun County, Virginia, more particularly described as set forth in Schedule A. attached hereto and made at hereof.

This subdivision is made with the free consent and in accordance with the desires of each and every party hereto.

The party of the second part hereby accepts the responsibilities and duties imposed upon it by the “Covenants, Conditions and Restrictions” hereinafter set forth.

AND, all of the parties hereto and each of them, declare that all of the property herein described, as shown on the aforementioned plat attached hereto, shall be held, sold and conveyed subject to the following Easements, Covenants, Conditions and Restrictions, which are for the purpose of protecting the value and desirability of said property, which Easements, Covenants, Conditions and Restrictions shall be deemed covenants real running with the land and shall be binding on all parties having any right, title or interest in the described properties or any part thereof, their heirs, successors and assigns, and shall inure to the benefit of each owner thereof.

ARTICLE I

Definitions

Section 1. “Association” shall mean and refer to FOXLEE Community Corporation, its successors and assigns.

Section 2. “Properties” shall mean and refer to that certain real property herein before described, as such additions thereto as may hereafter be brought within the jurisdiction of the Association.

Section 3. “Common Area” shall mean all real property owned by the Association for the common use and enjoyment of the members of the Association. The Common Area to be owned by the Association at the time of the conveyance of the first lot is described as “Parcels A, B, and C of the FOXLEE Subdivision”.

Section 4. “Lot” shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties with the exception of the Common Area.

Section 5. “Member” shall mean and refer to every person or entity who holds membership in the Association.

Section 6. “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of and obligation.

Section 7. “Declarant” shall mean and refer to Growth-Land, Inc., its successors and assigns, if such successors or assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of development.

ARTICLE II

Membership

Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject by covenants of record to assessment by the Association, including contract seller, shall be a member of the Association. The foregoing is not intended to include person or entities who hold an interest merely as security for the performance of an obligation. No Owner shall have more than one membership. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment by the Association. Ownership of such Lot shall be the sole qualification for membership.

ARTICLE III

Voting Rights

The Association shall have two classes of voting membership:

Class A: Class A members shall be all those Owners as defined in Article II with the exception of the Declarant. Class A members shall be entitled to one vote for each Lot in which they hold the interest required for membership by Article II. When more than one person holds such interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any Lot.

Class B: The Class B member shall be the Declarant. The Class B member shall be entitled to three (3) votes for each Lot in which it holds the interest required for membership by Article II, provided that the Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier:

(a) When the total votes outstanding in the Class A membership equal twice the total votes outstanding in the Class B membership;

(b) On January 1, 1975.

ARTICLE IV

Property Rights

Section 1. Members’ Easements of Enjoyment. Every Owner shall have a right and easement of enjoyment in and to the Common Area and such easement shall be appurtenant to and shall pass with the title of every Lot, subject to the following provisions:

(a) The right of the Association to limit the number of guests of members;

(b) The right of the Association to charge reasonable admission and other fees for the use of any recreational facility situated upon the Common Area;

(c) The right of the Association to suspend the voting rights and right to use of the recreational facilities by a member for any period during which any assessment against his Lot remains unpaid; and for the period not to exceed thirty (30) days for any infraction of its published rules and regulations;

(d) The right of the Association at any time or upon dissolution to dedicate or transfer, subject to approval of the Loudoun County Planning Engineer or his successors, all or any part of the Common Area to any public agency, authority, or utility for such purpose and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument signed by members entitled to cast two-thirds (2/3) of the votes of the membership of each class has been recorded, agreeing to such dedication or transfer, and unless written notice of the proposed action is sent to every member not less than thirty (30) days nor more than sixty (60) days in advance;

Section 2. Delegation of Use. Any member may delegate, in accordance with the By-Laws, his right of enjoyment to the Common Area and facilities to the members of his family, his tenants, or contract purchasers who reside on the property.

Section 3. Title to the Common Area. The Declarant hereby covenants for itself, its heirs and assigns, that it will convey fee simple title to the Common Area to the Association, free and clear of all encumbrances and liens, but subject to easements, covenants and conditions contained herein or recorded prior hereto and subject to easements for utilities and other public purposes regardless of when recorded, as may be required in the orderly development of the property, prior to the conveyance of the first lot.

ARTICLE V

Covenant for Maintenance Assessments

Section 1. Creation of the Lien and Personal Obligation of Assessments. The Declarant, for each Lot owned within the above-mentioned properties, hereby covenants, and each Owner of any Lot by acceptance of a Deed therefore, whether or not it shall be so expressed in any such Deed or other conveyance, is deemed to covenant and agree to pay the Association:

(a) Annual assessments or charges, and

(b) special assessments for capital improvements, such assessments to be established and collected as hereinafter provided.

(c) The annual and special assessments, together with such interest thereon and costs of collection thereof, as hereinafter provided, shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made. Each such assessment, together with such interest, costs and reasonable attorney’s fees shall also be the personal obligation of the person who was the owner of such property at the time when the assessment fell due. The personal obligation shall not pass to his successors in title unless expressly assumed by them.

Section 2. Purpose of Assessments. The assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety and welfare of the residents in the Properties and in particular for the payment of taxes and improvements and maintenance of services and facilities devoted to this purpose and related to the use and enjoyment of the Common Area, and of the homes situated upon the Properties.

Section 3. Maximum Annual Assessment. Until January 1 of the year immediately following the conveyance of the first Lot to an Owner, the maximum annual assessment shall be Twenty Four Dollars ($24.00) per Lot, payable semi-annually.

(a) From and after January 1 of the year immediately following the conveyance of the first Lot to an Owner, the maximum annual assessment may be increased each year not more than 3% above the maximum assessment for the previous year without a vote of the membership.

(b) From and after January 1 of the year immediately following the conveyance of the first Lot to an Owner, the maximum annual assessment may be increased above 3% be a vote of two-thirds (2/3) of each class of members who are voting in person or by proxy, at a meeting duly called for this purpose.

Section 4. Special Assessments for Capital Improvements. In addition to the annual assessments authorized above, the Association may levy in any assessment year, a special assessment applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a capital improvement upon the Common Area, including the necessary fixtures and personal property related thereto, provided that any such assessment shall have the assent of two-thirds (2/3) of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all members not less than thirty (30) day nor more than sixty (60) days in advance of the meeting setting forth the purpose of the meeting.

Section 5. Notice and Quorum for Any Action Authorized Under Sections 3 & 4. Written notice of any meeting called for the purpose of taking any action authorized un Section 3 or 4 shall be sent to all members not less than 30 days not more than 60 days in advance of the meeting. At the first such meeting called, the presence of members or of proxies entitled to cast sixty percent (60%) of all the votes of each class of membership shall constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than 60 days following the preceding meeting.

Section 6. Uniform Rate of Assessment. Both annual and special assessments must be fixed at a uniform rate for all Lots and may be collected on a monthly basis.

Section 7. Date of Commencement of Annual Assessment Due Dates. The annual assessments provided for herein shall commence as to all Lots on the first day of the month following the conveyance of the Common Area. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. The Board of Directors shall fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto. The due dates shall be established by the Board of Directors. The Association shall upon demand at any time furnish a certificate in writing signed by an officer of the Association setting forth whether the assessments on a specified Lot have been paid. A reasonable charge may be made by the Board of Directors for the issuance of these certificates. Such certificates shall be conclusive evidence of payment of any assessment therein stated to have been paid.

Section 8. Effect of Nonpayment of Assessments: Remedies of the Association. If any assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of six percent (6%) per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same, or foreclose the lien against the property, and interest, costs, and reasonable attorney’s fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the Common Area or abandonment of his Lot.

Section 9. Subordination of the Lien to Deeds of Trust. The lien of the assessments provided for herein shall be subordinate to real property taxes and to any bona fide and duly recorded First Trust lien. Sale or transfer of any Lot shall not affect the assessment lien. However, the sale or transfer of any Lot which is subject to such Deed of Trust, pursuant to a decree of foreclosure under such Deed of Trust, or any proceeding in lieu of foreclosure thereof, shall extinguish the lien of such assessments as to payments thereof which became due prior to such sale or transfer. No sale or transfer shall relieve such Lot from liability for any assessment thereafter becoming due or from the lien thereof.

Section 10. Exempt Property. The following property subject to this Declaration shall be exempt from the assessments created herein:

(a) all properties dedicated to and accepted by a local public authority;

(b) the Common Area; and

(c) all properties owned by a charitable or nonprofit organization exempt from taxation by the laws of the State of Virginia. However, no land or improvements devoted to dwelling use shall be exempt from said assessments.

ARTICLE VI

Architectural Control

No building, fence, wall, antenna, swimming pool or other structure shall be commenced, erected or maintained upon the Properties, nor shall any exterior addition to or change or alteration, including trees, shrubs, grass, flowerbeds, walks, signs, light fixtures, etc., thereon be made until the plans and specifications showing the nature, kind, shape, height, materials and location of the same shall have been submitted to and approved in writing as to harmony of external design and location in relation to surrounding structures and topography by the Board of Directors of the Association, or by an architectural committee composed of three (3) or more representative appointed by the Board. In the event said Board, or its designated committee, fails to approve or disapprove such design and location within thirty (30) days after said plans and specifications have been submitted to it, approval will not be required and this Article will be deemed to have been fully complied with.

ARTICLE VII

Exterior Maintenance

In addition to maintenance upon the Common Area and maintenance of Public Easements as required prior to the subjecting of the Properties to this Declaration, or as may subsequently be established, the Association may provide more extensive maintenance of exterior improvements upon each lot by assent of two-thirds (2/3) of the votes of each class of members who are voting in person or by proxy, at a meeting duly called for this purpose, written notice of which shall be sent to all members not less than thirty (30) days not more than sixty (60) days in advance of the meeting setting forth the purpose of the meeting.

In the event that the need for maintenance or repair is caused through the willful or negligent act of the Owner, his family, or guests, or invitees, the cost of such maintenance or repairs shall be added to and become a part of the assessment to which such Lot is subject.

Each owner shall permit the Association’s officers, directors, agents and employees to enter upon the Owner’s premises, at reasonable times and upon reasonable notice, to maintain the Common Area and to repair, replace and otherwise maintain exterior surfaces upon each Lot as herein provided.

ARTICLE VIII

Protective Covenants and Restrictions

1. No portion of a Lot created by this instrument, except for model homes used by Declarant, shall be used for any professional, industrial, mining or commercial activities.

2. No clothing, laundry or wash shall be aired or dried on any portion of the properties in any area other than in the rear yards of the Lots.

3. No tree, hedge or shrub planting shall be maintained in such manner as to obstruct sight lines for vehicular traffic.

4. Except as provided in Paragraph 3, no tree of a diameter of more than four inches measured two feet above ground level, lying without the approval of the Board of Directors or the Architectural Control Committee appointed by the Board.

5. No noxious or offensive activity shall be carried on upon any portion of the residential property, nor shall anything be done thereon or permitted to remain on any lot which may me or become a nuisance or annoyance to the neighborhood.

6. No sign of any kind that is illuminated and/or larger than two square feet shall be displayed to the public view on any Lot, except temporary real estate signs not more than four square feet in area advertising the property for sale or rent and except for temporary signs erected by Declarant in connection with the construction, lease or sale of building and Lots.

7. No horse, pony, cow, chicken, pig, hog, sheep, goat, or other domestic or wild animal shall be kept or maintained on any lot other that common household pets, provided that they are not kept, bred or maintained for commercial purposes.

8. Trash and garbage containers shall not be permitted to remain in public view on days of trash collection. No accumulation or storage of litter, new or used building material or trash of any other kind shall be permitted on any Lot, which shall be maintained in a neat and attractive manner, so as not to detract from the appearance of the entire property.

9. No person shall pint the exterior of any building a color different that the original color of said building without the proposed color having been approved by the Board of Directors of the Association, or by an Architectural Control Committee appointed by the Board.

10. No structure or addition to be a structure shall be erected, placed or altered on any Lot until the plan and specifications, including elevation, material, color and texture and a site plan showing location of improvement with grading modifications shall be filled with and approved in writing by the Board of Directors of the Association or an Architectural Control Committee appointed by the Board. Structure shall be defined to include any building or portion thereof, fence, pavement, driveway or appurtenances to any of the aforementioned.

11. No junk vehicle or house trailer shall be kept on any Lot. No storage or boats, boating equipment, travel trailers or camping equipment shall be visible from the street. The location and design of enclosures for boating, camping, traveling (other than automobiles) and related equipment shall be approved by the Architectural Control Committee as required under Paragraph 10.

ARTICLE IX

Easements

All of the Properties, including Lots and Common Areas, shall be subject to such easements for driveways, walkways, parking areas, water lines, sanitary sewers, storm drainage facilities, gas lines, telephone and electric power lines and other public utilities, as have been established prior to the subjecting of the Properties to this Declaration, or as may subsequently be established be Declarant.

The Association shall have the power and authority to grant and establish upon, over, under and across the Common Areas conveyed to it, such further easements as are requisite for the convenient use and enjoyment of the Properties.

ARTICLE X

Annexation of Additional Properties

Section 1. The Association may, at any time, annex Common Areas and/or residential properties in addition to the Properties described in Article IV and provide for maintenance, preservation and architectural control of residence Lots, and so add to its membership under the provisions of Article II, provided that any such annexation shall have the assent of two-thirds (2/3) of the membership of each class.

Section 2. If within five (5) years of the date of incorporation of this Association, the Declarant should develop additional lands within Loudoun County, such additional lands may be annexed to said Properties provided such action meets with the approval of FHA or the Veterans Administration.

ARTICLE XI

General Provisions

Section 1. Enforcement. The Association, or any Owner, shall have the right to enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens and charges now or hereafter imposed by the provisions of this Declaration. Failure by the Association or by any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter.

Section 2. Severability. Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect.

Section 3. Amendment. The covenants and restrictions of the Declaration shall run with and bind the land, and shall inure to the benefit of and be enforceable by the Association, or the Owner of any Lot subject to this Declaration, their respective legal representatives, heirs, successors and assigns, for a term of twenty (20) years from the date of this Declaration is recorded, after which time said covenants shall be automatically extended for successive periods of ten (10) years. The covenants and restrictions of this Declaration may be amended during the first twenty (20) year period by an instrument signed by not less than ninety (90%) of the Lot Owners, and thereafter by an instrument signed by not less than seventy-five (75%) of the Lot Owners. Any amendment must be properly executed.

Section 4. FHA/VA Approval. As long as there is a Class B membership the following actions will require the prior approval of the Federal Housing Administration or the Veterans’ Administration: annexation of additional properties, mergers and consolidations, mortgaging of the Common Area, dedication of Common Area, dissolution and amendment of the Articles.

Section 5. Condemnation. In the event that any part of the Common Area is appropriated or otherwise taken under the power of eminent domain, the proceeds of the condemnation shall be used as the Board of Directors deems proper under the circumstances, and in accordance with the purpose for which the association is incorporated, including the acquisition of additional lands (if available) to be used in the place and stead of the lands so condemned.

Nothing herein contained shall prevent any Owner, whose Lot is directly damaged by such condemnation, from contesting the same and seeking an award for the impairment of the rights and easements immediately appurtenant to such Lot.

IN WITNESS WHEREOF< the said Declarant has caused this Declaration to be signed by the appropriate officers, the corporate seal to be hereto affixed, attested by the appropriate officer, pursuant to due and proper authority duly heretofore had.

Witness the following signatures and seals.

GROWTH-LAND, INC.

By: ______________________________

President

_________________________

Secretary

FOXLEE COMMUNITY CORPORATION

By: _______________________________

President

_________________________

Secretary

The above document was admitted to record with the Clerk of the Circuit Court of Loudoun County on December 14, 1971.

Original Deed may be found in Book 540, pages 448 through 460. This electronic copy is for the convenience of FOXLEE HOA and potential Foxlee Property Owners.