Plat 7

DECLARATION OF PROTECTIVE COVENANTS AND RESTRICTIONS
FOR
              

NORTH LAKE SHORE SUBDIVISION, SEVENTH  ADDITION




          WHEREAS,
Marine Bank of Springfield as Trustee under a Trust

agreement dated
November l, 1988, known as Trust No. 53-1503-7

(hereinafter referred to
as "Developer"), is the owner of all of Lots 1

through 13 in North Lake
Shore Subdivision, Seventh Addition, a

subdivision of the following
described
property;

              
SEE ATTACHED EXHIBIT "A" FOR LEGAL
DESCRIPTION
and
         
WHEREAS, it is desirable to secure the best use and

Improvements of the
lots therein, and to protect the owners of such

lots against such use of
other lots therein as would depreciate the

value of such property, and
to prevent the erection of poorly designed

or constructed buildings, and
to make the best use of and preserve the

natural beauty of said property
and to locate the buildings thereon

with regard to topographic features;
and
         



         WHEREAS, the Developer
desires to create a finer quality

residential subdivision having a
standard architectural harmony,

achieved through consistency of features
such as color, texture,

material type or exterior style, placement of
landscape flora and the

preservation of  certain existing wooded
areas in their natural state,

and through relative consistency of
design; and
        
  
WHEREAS,  to secure such objectives, said Developer desires
to

subject the lots  in said subdivision to the following
restrictions and

covenants, including but not limited to methods of
construction

and maintenance as will secure a continuous standard for the
proper

developer of said subdivision.

and maintenance as will
secure a continuous standard for the proper

developer of said
subdivision.

    

NOW THEREFORE, KNOW ALL MEN
BY THESE PRESENTS, that the aforesaid

Marine Bank of  Springfield as
trustee under Trust dated November l,

1988, known as Trust No. 53-1503-7,
hereby declares that all lots in

North Lake Shore Subdivision, Fifth and
Sixth Additions, shall be sold,

transferred  and 

conveyed  subject  to  the  following  covenants 
and

restrictions:

1.    USE
RESTRICTIONS

      The term "Building Site" as
used in this Declaration shall mean

Any lot of record or portion thereof
under a single ownership whether,

Owned by  a  trust, 

a  partnership,  a  corporation,  an  individual 


individuals, including ownership in tenancy in common, joint tenancy


and tenancy  by the  entirety,  intended  for 

use  as  or  used  as 

the  site  and
location of a single family dwelling.

    
Developer  hereby  creates  an  ARCHITECTURAL 

CONTROL  COMMITTEE,

composed of William Furling and William Furling,
III.  In the event of

the death or resignation of any member of said
Committee, the remaining

members shall appoint a member to fill the
vacancy.  The Architectural

Control Committee shall have the right
to prevent the clearing of a lot

and subsequent excavation and grading
prior to construction of the

main residence upon such a lot according to
the following:      Prior

to the construction
of the main residence, a building site owner is

required to seek 

approval  of  building  plans  through  the 


Architectural  Control Committee.   The Committee shall
consider

quality of  workmanship and materials, external
design,




                                              

2





location with respect to topography and finished
grades, elevations

and building lines, location of  driveways and
walkways and the

preservation of certain existing trees and wooded
areas.  To comply

with  this  requirement, 
each  building  site  owner,  prior to 

any

construction on the building site, shall first submit a
preliminary

plan to the Architectural Control Committee stating in
general the

type,  style,  size  and  general 
design of  the  residence  to  be

constructed, along
with its location on the building site and the

name of the building site
owner's designated General Contractor.

After  approval 

in  writing  of  the  preliminary  plan  by 
the

Architectural Control Committee,  the building site owner shall
then

submit two (2) sets of the actual plans and specifications of
the

improvement to be constructed.  Such plans and specifications
shall

include the floor plan, exterior color schemes, and
materials,

elevations and actual plat plan showing distances from
easements

and lot lines and the location of the finished grade height of
the

first floor.  The building site owner agrees that he/she will
not

obtain a building permit until the Architectural Control
Committee

has approved the final plans.  If no objections to the
plans are

raised by the Architectural Control Committee within seven (7j
days

of submission of the final plans to said Committee, the plans
shall

be deemed to have been approved by said Architectural 

Control

Committee.

    The  following 
minimum  requirements  shall  apply  to 

all   

residential improvements within this
subdivision:




                                        
3



A. Minimum floor area of a single level dwelling unit shall
be

1,900 square feet, except Lot one  (1) thru nine   (9)
will be

approved on an individual lot and plan
basis.

     B. The minimum floor area of a two level
dwelling unit shall be

2,400 square feet, except Lot one (1) thru nine
(9) will be approved on

an individual lot and plan
basis.

     C. The minimum side yard dimension shall
be those set forth in

applicable zoning ordinances and as established on
each individual site

by the Architectural Control Committee, which shall
have the authority

to require site plans requiring side yards not to
exceed twenty (20)

feet total between two adjacent dwelling
units.

     D. Each single family dwelling shall have
an attached garage

suitable for the storage of at least two
vehicles.

     E. The roof shall have a minimum slope
of five (5) vertical feet

for each twelve (12) horizontal
feet.

    F. No tree larger than 1 1/2" in diameter shall
be cut or removed

unless written permission is received from the
Architectural Control

Committee.

     The
foregoing requirements shall be in addition to any other

requirements set
forth elsewhere herein.

     The Architectural
Control Committee, at its option, may delegate

the duties specified
herein to the North Lake Shore Homeowner's

Association.  In any
event, the duties of the Architectural Control

Committee shall become the
responsibility of the North Lake Shore

Homeowner's Association no later
than the first day of January, 2000.

     The duties
of the Architectural Control Committee and the

Homeowner's Association as
set forth herein shall also include the

duties to review and approve
additions and exterior modifications to

any structure previously approved
by the Architectural Control

Committee or Homeowner's Association acting
as the Architectural

Control Committee.

2.   RIGHTS OF
WAY AND EASEMENTS.

Rights of way and easements for installation and
maintenance

of utilities, water retention facilities, drainage facilities
and

boulevards are reserved as shown on the recorded
plat.    Within

these easements, no structure, fence,
planting or other material,

shall be placed or permitted to remain which
may damage or impair

the function or interfere with the installation and
maintenance of

utilities, or easements.    Any
improvements so located shall be

removed  upon  the 

request   of  the  Developer,  its 
successors  or

assigns, or any public utility using said areas, at
the expense of

the  owner  of  said  building 

site  or  tract.   The  easement  area
of

each building site and all improvements in it shall be
maintained

continuously  by  the  owner  of 

the  building  site,  except  those

improvements for
which a public utility or authority if obligated

to maintain.

No
fence or structure of any type shall be permitted within

the fifteen (15)
foot easement along the rear of building sites

abutting Island Bay Lane
to the west.  Vegetative screening and

other  planting 

shall  be  allowed  within  said  easement 
area  to

provide screening for Island Bay Lane.  Nothing in
this paragraph

is intended to prohibit owners of such building sites from
erecting

fences  or  other  structures  west 

of  the  fifteen foot  easement

abutting 
Island  Bay  Lane  if  they  so  desire 

or  if  required  by

ordinance of the City of Springfield
to screen swimming pools or

other rear yard
improvements.

     Lot owners and building site
owners are prohibited from

altering, restructuring or redesigning
drainage easement areas,

except where grading or restructuring is
necessary in connection

with construction of improvements on the building
site.  Any such

grading or restructuring shall not alter or impair
the drainage

easements and where regrading and restructuring is necessary
it

shall not be done without prior approval of the
Architectural

Control Committee, and the lot owner or building site owner
shall

replant all easement areas to restore grass and vegetation
removed

during regrading or restructuring.

3.  

HOMEOWNERS' ASSOCIATION.

     Every person or entity
who is the record owner of a fee or

undivided fee interest in any
building site that is subject to this

Declaration shall be deemed to have
membership in the North Lake

Shore Homeowners' Association.  The
foregoing is not intended to

include person who holds an interest merely
as security for the

performance of an obligation, and the giving of a
security interest

shall not terminate the owner's membership.  No
owner, whether one

or more persons, shall have more than one membership
per building

site.  In the event of multiple owners of a building
site, vote and

rights  of  use  and  enjoyment 

shall  be  as  provided  herein.

Membership shall be
appurtenant to and may not be separated from

ownership of any building
site.  Ownership of a building site

shall be  the  sole
qualification for  membership.  The rights 

and

                                              
6




privileges of membership, including the right to vote and
to hold

office may be exercised by a member or the member's spouse, but
in

no event shall more than one vote be cast nor office held for
each

building site.

    The  Developer 
shall  incorporate  the  North  Lake 

Shore

Homeowners' Association and shall draft,  execute and file
Articles

of  Incorporation  and  By-Laws  for 
the  Homeowners'  Association

consistent  with 

the  terms  and  conditions  of  this 
Declaration.

Membership in the North Lake Shore Homeowners Association
shall

become  automatically  effective  upon 

the  sale  of  the  last lot or

building site in
North Lake Shore subdivision, Second Addition, or

at such earlier time as
the Developer shall elect, at Developer's

sole option.   The
Developer reserves the right to add building

sites and memberships
located in additional contiguous property to

membership  in 

the  North  Lake Shore Homeowners Association 
as

additional  plats,  if  any,  are 

added  to  North  Lake 
Shore

Subdivision.   Any such new members shall be subject to
the same

rights  and  obligations  with 

respect  to  membership  in  the

Homeowners �
Association as all current members at the time any ouch

addition is
made.

Except as specifically provided, otherwise herein, each
owner

of a building site shall be liable for his proportionate share
of

the cost (based upon the percentage of all lots owned by an
owner

as to the total number of lots then subject to the provisions
of      

this Declaration) for the
proper  maintenance of water retention

facilities, drainage
facilities and boulevards within the
entire


                                        

7



North Lake Shore Subdivision, which water retention
facilities,

drainage facilities and boulevards are described below and
which

may be added to from time to time to include additional
water

retention facilities, drainage facilities and boulevards
upon

completion and inclusion of additional plats in the
subdivision

under these or subsequent protective covenants.  Costs
and

fees shall be assessed by the Developer or Homeowners'
Association

based upon actual or reasonable projected costs for
maintenance of

the water retention facilities, drainage facilities and
boulevards

and payment thereof shall be mandatory.  Any maintenance
fee

assessed by Developer or by the Homeowners' Association and
not

paid within thirty (30) days of its assessment shall constitute
a

lien upon the property of the delinquent owner which lien shall
be

subject to enforcement of foreclosure in accordance with
the

provisions of Illinois law. Developer agrees that for two (2)
years

from the date of the recording of this instrument it will
maintain

the easement areas in North Lake Shore Subdivision,
Seventh

Addition.  After two (2) years, the maintenance of the
easement

areas shall be performed by the Homeowners'
Association.

     Owners of individual building sites
or portions thereof shall

mow, landscape or otherwise maintain the
surface of utility

easements located upon their property.  Any
utility easements not

located upon the property of an individual building
site owner

shall be mowed, landscaped and maintained by the Developer
or,



                                        

8






after two (2) years from the date of recording of
this instrument,

by the Homeowners'
Association.

     The easement areas to be maintained
by the Developer or the

Homeowners Association referred to above are as
follows:

         A.  
The entrance areas of North Lake Shore Subdivision,

   
including the center isle and the planting areas on any of
the

   
entrances.

        B.  

Water retention facilities where
constructed.

        C.  
Boulevards where constructed.

       
D.   Utility easements not located upon any
individual

    building site or privately owned
parcels.

    After  twelve  (12) 

months  from  the  date of  completion 
of

construction of water retention facilities, or upon
incorporation,

whichever shall later occur, the Homeowners' Association
shall have

the obligation to maintain all water retention facilities,
drainage

facilities  and  boulevards  in 

accord  with  the  requirements  of

applicable
ordinances of the City of Springfield,
Illinois.

      The  Developer 
shall  not  be  required  to  construct  any 

water

retention facilities upon property located within the North
Lake

Shore Subdivision,  Second Addition,  or any Plat of North
Lake Shore

Subdivision subsequently included under this declaration
unless

such  water  retention  facilities  are 

required  by  the  City  of

Springfield at the time
of  Plat approval.   If water retention

facilities 
are  required  by  the  City  of 

Springfield  or  any  other

entity  subsequent 
to  plat  approval,  the  responsibility 

for




                                          
9


construction and payment therefor shall be at the sole expense
of

the Homeowners' Association.

4.

    
The directors named in the Homeowners' Association's Articles

of
Incorporation constitute the Association's first Board which

shall hold
office and which shall hold and exercise all of the

rights, duties,
powers and functions of the Board set forth in this

Declaration, and the
By-Laws, until the first election of Directors

by the members of the
Association at the first annual
membership

meeting.

     The Board shall have
all powers for the conduct of the affairs

of the Association as provided
by this Deceleration, by applicable

law,  and  by  the
Articles  of  Incorporation  and  By-Laws  of 

the

Association, which are not specifically reserved to the members
of

Developer herein.  Without limitation thereon, the Board shall
have

the power and obligation to perform the following
duties:

              
A. Real and Personal Property.   To acquire, own,
hold,

          
improve,  maintain,   manage,  lease,  insure, 

pledge, 


           convey,
transfer or dedicate real or personal property for


           the benefit
of  the  Members  in  connection  with  the 



          
affairs  of  the Association, except the acquisition,


           mortgaging
or disposal of common areas and/or improvements


           shall be
subject to the conditions and limitations provided


           herein;
and

               
B.   Rule Making.   To  establish, modify and
enforce

rules  and  regulations  for  the 

use  of  the  properties

as provided  
herein,   and   to   review,  

modify   and  

approve

standards as
recommended by the Architectural

Control Committee;
and

     C.  
Assessment.        To fix, levy and collect
assessments

as provided herein; and

    
D.   Easements.         To
Grant and convoy easements to the

common  areas  as 

may  become  necessary,  subject  to 
the

conditions and limitations provided heroin;
and

      E.    Employment of
Agents.    To   employ,     

enter    into

contract    with, 
delegate  authority  to  and 
supervise            



such persons or entities as may be appropriate to manage,
conduct

and  perform  the  business 
obligations  and  duties  of  the

Association;
and    

F.   Enforcement of Governing
Documents.    To perform

acts, as may be reasonably
necessary or appropriate, including

bringing suit, causing a lien to be
foreclosed or suspending

membership rights, and to enforce or effectuate
any of the

provisions of the Governing Document;
and                 



      G.    Membership
Meetings.            
To  call  the  first  annual

meeting of the members
of the Association, within 180 days

after 44 lots have been transferred
from Developer to Class

"A" members, or such earlier time designated by
Developer, in

a written  notice of  which  first
annual  membership meeting

shall be sent to the members at least ton
(10) days in advance

of such meeting.  Notwithstanding anything to
the contrary in

this Declaration provided, until the date of said first
annual

membership meeting, no Class "A" member shall have any
voting


                       

11


rights, and the(r) right of each such Class "A" member to
vote

on any matter is hereby denied until such meeting.   
Each

annual meeting of the members of the Association
following

such initial annual membership meeting shall be held at
the

    time  and  place  to  be 

designated  at  the  initial 
annual

    membership meeting.

5.  
OWNERS' RIGHTS.

     Every owner shall have n right
and easement of enjoyment in

and  to  the  common 

areas which  shall  bee  appurtenant to  and

shall
pass  with  the  title  to  every  building 

site,  subject  to 

the following:

A. The right of
the Association to charge reasonable

     admission
and other  fees  for the use of  any facility now
or

     hereafter situated or constructed upon the
common areas and

to impose reasonable limits on the number of guests who
may

     use the facility;
and

          B.  

The right of the Association to suspend the
voting

     rights and right to use the common areas
and facilities by any

     owner for  any 
period  during  which  any  assessment  of 

the

     Association against said owner's building
site remains unpaid,   �

     and for 
any  infraction  by  an  owner  of  the 

Association's

     published  rules 
and  regulations  for  the  duration  of 

the

     infraction, and for an additional period
thereafter not to

     exceed sixty (60) days;
and

          C.  
The  right  of  the  Developer  with  regard 

to  the

     properties which may be owned for
the purpose of
development,


                               
12



to grant easements in and to the common areas contained
within

the properties to any public agency, authority or utility
for

such purposes as benefit thee properties or parties thereof
and

owner of building sites contained therein;
and

     D.   The right of thee Association
by a majority vote of

all  of  thee  members 

of  the  Board  to  borrow  money for 
thee

purpose of improving the common areas, or any portion
thereof,

for acquiring additional common areas, or for
constructing,

repairing or improving any facilities located or to be
located

thereon, and to give as security for thee payment of any
such

loan a mortgage covering all or any portion of the
common

areas, provided, however, that the lien and encumbrance
of

any such mortgage given by the Association shall be subject

and
subordinate to any and all rights, interests, options,

easements and
privileges herein reserved or established for

the benefit of Developer or
any owner, or any holder of any

mortgage, irrespective of when executed,
given by Developer

or any owner encumbering any building site or other
property

located within the properties;

    

E.   The right of the Association to dedicate or
transfer             


all or any portion of the common areas to any public
agency,

authority or utility for such purpose and subject to
such

conditions  as  may  be  agreed  to 

by  the  members  of  the

Association.  
No  such  dedication  or  transfer  shall 

be

effective unless such dedication or transfer has been
approved

by at least 66-2/3 percent
of:


                          
13



(1)  The votes which the Class "A" members
present

          or 
represented  by  proxies  are  entitled  to 

cast  at 
a

          meeting duly
called for such purposes;
and

              
(2)  The  votes  which  the  Class  "B" 

member  is

         
entitled to cast whether present or represented by proxy

at a meeting
duly called for such purposes, so long
as

          such Class "B"
membership shall exist;
and

          F.  
The  right of thee Association with  regard to
the

     properties which it may own to grant
easements to Developer,

     any public agency,
authority or utility for such purposes as

    

benefit  thee  properties  or  portion  thereof 
and  owners  of

     building sites
contained therein.

6.   VOTING.

    

The Association shall have two classes of membership, Class

"A" and Class
"8" as
follows:

            
A.    Class "A"       Class "A"
members shall bee all owners

    with the exception
of  the Developer, any successor of  the

   
Developer who takes title for the purpose of development
and

    sale and anyone holding one or more building sites
for the

    purpose of development or sale.  Class
"A" members shall be

    entitled to one vote for each
building site in which they hold

    thee 

interest  required for membership by Section 3 
hereof.

    when more than one person holds such interest
in any building

    site, the vote for such building site
shall bee exercised as

    those owners themselves
determine and advise in writing to the

    secretary prior
to any meeting.   In the  absence  of 

such


                                
14
advice,  the  building  site's vote  shall 
bee  suspended  in the

event  more  than 

one  person  seeks  to  exercise  it.  
If  a

building site is owned by a corporation, partnership or
trust,

such entity shall designate in writing thee person
authorized

to vote in behalf of such
entity.

                  

B.    Class  "B"      
The  Class  "B"  member 

shall  be  the
Developer.   The Class "B" member shall be entitled to

four
votes for each building sit in which it holds the interest

required for
membership by Section 3 provided that the Class "B"

membership shall
cease and become converted to Class "A"

membership  upon  the
happening of either of  thee following

events, whichever occurs
earlier:

                 

(1)  When thee total vote outstanding of the
Class

                 
"A" membership equals the total votes outstanding of the Class  "B"
membership; 
or

                 
(2)  By   such   time   as  

Developer  
voluntarily

                 
relinquishes its Class "B" membership
rights.

        7.   PURPOSE
OF
ASSESSSMENTS.

            
The  assessments  levied  by  the  Association 

shall  be
         

            
for  the purpose of  promoting the recreation, scenic


            
enjoyment, health, welfare and safety of the residents and


            
for protecting, advancing and promoting the environment of


            
the properties for the common benefit and enjoyment of the


            

owners and occupants of residences, improvement and


            
maintenance of the common areas and other
common

            
facilities and areas of common responsibilities ,including


            
but not limited to repair, replacement and additions


            
thereto, and for
the


                                    
15
cost of labor, equipment and materials, management and
supervision

thereof, all as may bee authorized from time to time by the
Board

of
Directors.

8.                                                            



     Each owner of a building site by acceptance of
a deed or other

conveyance thereof, whether or not it shall be so
expressed in

such deed or other conveyance, shall be deemed to covenant
and

agree to pay the
Association:

         
A.   An entering membership
fee;

         
B.   Annual
assessments;

         
C.   Special assessments and/or individual
assessments

     against any particular building
site, shall be established and

     collected
pursuant to the terms of this Declaration,
including

     but not limited to reasonable fines as
may be imposed herein.

     All  such 

assessments  together with  interest  thereon, 
late

     charges and coat of collection thereof,
including reasonable

     attorney's fees shall:


              
(1)  Be a charge  and a continuing lien upon
the

         building site
against which any such assessment is
made,

        

and;

             
(2)  Be the joint and several personal
obligation

         of each
person who was an owner of said building site
at

         the  time 
when  any  such  assessment  made  against 

said

         building site fell
due.

     No owner shall be entitled to a refund of
any portion of the

entering  membership fee,  any 
annual  or special assessment, 
or


                             

16
cost of labor, equipment and materials, management and
supervision

thereof, all as may be authorized from time to time by thee
Board

of Directors.

8.
     Each owner of
a building site by acceptance of a deed or other

conveyance therefor,
whether or not it shall be so expressed in

such deed or other conveyance,
shall bee deemed to covenant and

agree to pay the
Association:

         
A.   An entering membership
fee;

         
B.   Annual
assessments;

         

C.   Special assessments and/or individual
assessments

    against any particular building site,
shall be established and

    collected pursuant to the
terms of this Declaration, including

    but not limited
to reasonable fines as may be imposed herein.

   
Al1  such  assessments  together with  interest 

thereon,  late

    charges and cost of collection
thereof, including reasonable

    attorney's fees
shall:

              
(1)  Be a charge  and a continuing lien  upon
the

        building site against
which any such assessment is
made,

       

and;

            
(2)  Be thee joint and several personal
obligation

        of each person who
was an owner of said building site
at

        the  time 
when  any  such  assessment  made  against 

said

        building site fell
due.

    No owner shall be entitled to a refund of any
portion of the

entering  membership  fee,  any 
annual  or  special  assessment, 

or


                              
16
installment of a special assessment, paid by him, even though
said

owner's  membership  in  the  Association 
terminates  prior  to

expiration  of  the 

period  covered  by  any  such  assessment 
or

installment theretofore paid by him.  No owner may avoid or
escapee

liability for the entering membership fee, or any annual or
special

assessment, or individual assessment, imposed or levied
pursuant

to this Declaration by abandonment of his property or by
attempted

waiver  as  a  non-user  of  the 

benefits  of  membership  in  thee

Association, or of
common areas and facilities.

9.   ENTERING MEMBERSHIP
FEE.

     Each person or entity who holds an
ownership interest in a

building site, by acceptance of a deed thereof,
whether or not it

shall be so expressed in any such deed or other
conveyance, shall

be deemed to covenant and agree to pay to the
Association within

ten (10) days after first becoming a member of thee
Association, an

entering membership fee of One Hundred Dollars ($100.00)
to be used

by the Association for the same purposes for which annual
and

special  assessments  may  be  levied, 

provided,  however,  that  no

person or entity shall be
required to pay the entering membership

fee more than once, without
regard to the number of building sites

in  which  said 
owner from  time  to  time  may  hold  an 

ownership

interest, and without regard to the number of times said owner
may

again become a member of the Association after said owner's
initial

membership therein
terminates.




                               
17
10.  ANNUAL ASSESSMENTS.

    It shall be the
duty of the Board at least thirty (30) days

prior to the Association's
annual meeting to prepare a budget

covering the estimated costs of
operating the Association during

the coming year which may include a
capital contribution or reserve

in accordance with a capital budget
separately prepared.  The Board

shall cause the proposed budget and
the assessments to be levied

against each building site for the following
year to be delivered

to the last known residence address of each member
at least thirty

(30) days prior to the meeting.  The budget and
assessment shall

become effective unless disapproved at the annual
meeting by a vote

of  at  least  fifty-one 

percent  (51%)  of  the total  Association

membership
votes including those votes of thee Class "B" member(s).

Notwithstanding
the foregoing, however, in the event the members

disapprove thee proposed
budget, or the Board fails for any reason

so to determine the budget for
the such  time  as  a  budget  shall

have 

been  determined  as  provided herein,  the budget  in
effect for

the then  current  year shall continue 

for  the  succeeding  year.  


Notwithstanding  the  other provisions  of this 
Declaration,  the  

annual  assessment 

will  be $35.00 per building site until  such   


time as  thee first annual Association meeting is held.  The
$35.00

annual fee shall bee paid by all owners of vacant building sites
but

Class "B"
member.




                                
18
10.  ANNUAL ASSESSMENTS.

     It shall be
the duty of the Board at least thirty (30) days

prior to thee
Association's annual meeting to prepare a budget

covering the estimated
costs of operating the Association during

the coming year which may
include a capital contribution or reserve

in accordance with a capital
budget separately prepared.  Thee Board

shall cause the proposed
budget and the assessments to be levied

against each building site for
the following year to be delivered

to the last known residence address of
each member at least thirty

(30) days prior to the meeting.  The
budget and assessment shall

become effective unless disapproved at the
annual meeting by a vote

of  at  least  fifty-one 

percent  (51%)  of  the total  Association

membership
votes including those votes of thee Class "B" member(s).

Notwithstanding
thee foregoing, however, in the event the members

disapprove the proposed
budget, or the Board fails for any reason

so to determine the budget for
the succeeding year, then and until

such  time  as 

a  budget  shall  have  been  determined  as 
provided

herein,  the budget  in effect for the then 

current year shall

continue  for  the  succeeding 
year.   Notwithstanding  thee  other

provisions 

of this  Declaration,  the   annual  assessment 
will  be

$35.00 per building  site until  such time
as  thee first  annual

Association meeting is held.  The
$35.00 annual fee shall be paid

by all owners of vacant building sites
but shall not be paid by the

Class "B"
member.




                               

18
11.  SPECIAL ASSESSMENTS.

     In
addition to the annual assessment authorized above, the

Association may
levy in any calendar, year, a special assessment

for the purpose of
defraying in whole or in part, the cost of any

construction or
reconstruction, unexpected repair, replacement, or

maintenance of 
a  described capital improvement upon the common

areas, 

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 the
total membership

including thee Class 'B' members who are voting in
person or by

proxy at the meeting duly called for this purpose, written
notice

of which shall be sent to all members not less than thirty
(30)

days  in  advance  of  the meeting 

setting  forth the  purpose  of  the

meeting. 
The Board of Directors may make such special assessments

payable in
installments over a period which may, in thee Board's

discretion, extend
in excess of thee fiscal year in which adopted.

12.  INDIVIDUAL
ASSESSMENT.

    In the event that the need for
maintenance or repairs of the

common areas is caused by the willful or
negligent act of an owner,

his family,  guests or invitees or in the
event that an owner of any

building site shall fail or refuse to maintain
such building site,

or repair or replace the improvements situated
thereon in a manner

satisfactory to the Board, the Association, after
approval by vote

of 75% of all members of the Board, shall give such
written notice

of the Association's intent to provide the required
maintenance,

repair or replacement, at such owner's sole cost and
expense. 

The


                                
19

owner shall have fifteen (15) days within which to complete
said

maintenance,  repair or replacement, or it such work cannot
be

accomplished  within said  fifteen day period,  to
commence said

maintenance, repair or replacement.  If such owner
fails or refuses

to  discharge  properly  his 

obligations  as  outlined  above, 
the

Association  shall  have  the  right, 

through  its  duly  authorized

agents or employees to
enter, at reasonable hours of a day, upon

said building site to perform
such work.  The Association may then

levy an individual assessment
upon any building site to cover the

cost and expense incurred by the
Association in fulfilling the

provisions of this
section.

13.  EXEMPTION FROM ASSESSMENT.

   

The following property subject to this declaration shall be

exempt from
all assessments, charges and liens created
herein:

         
A.   All properties to thee extent of  any  easement
or

    other interest therein dedicated and accepted by
any public

    authority and devoted to public
use.

         B.   Al1
common areas as defined
herein.

         C.  

Any vacant land or building sites owned by a Class

    "B"
member unless a building site is occupied as a
residence.

    Any such land or building sites owned by a
Class "B" member

    shall be maintained by such Class "B"
member at such member's

    sole cost and
expense.

14.   ASSESSMENTS DUE
DATES.

      The  annual 

assessment  installments for  each  building 
site

shall commence on the first day of the month following thee
transfer


                            
20
of ownership of the building site from Developer to the owner,
and

shall  become  due  and  payable  on 

the  first  day  of  each 
month

thereafter.   The method  of  payment and 

due dates for special

assessments  shall  bee  as 
established  by  the  Association  in

accordance with
this Declaration, its Articles and By-Laws.  The

method of payment
and due dates for individual assessments shall

be as determined by the
Board in accordance with this Declaration.

The  Association 

shall  prepare  a  roster  of  building 
sites  and

assessments applicable thereto, which shall be open to
inspection

by any member upon reasonable notice to the
Board.

15.  COMPUTATION.

    Annual 

and  special  assessments  shall  bee  charged 
equally

against each building site.

16.

   
ASSOCIATION.

    Any  assessments  which 

are  not  paid  when  due  shall 
be

delinquent.  Any assessment or assessment installment
delinquent

for a period of more than teen (10) days may incur a late
charge in

an amount as the Board may determine from time to
time.    The

Association shall cause a notice of
delinquency to be given to any  

member who has not paid
within the ten (10) days following the due

date.   If the
assessment or assessment installment is not paid

within thirty (30) days,
the Association may declare the entire

balance of such assessment for the
remainder of such annual period

due and payable in full, and a lien as
herein provided for shall

attach, and in addition the lien shall include
the late
charge,


                           

21
interest on the principal amount due at the maximum allowable
rate

from the date first dues and payable, all costs of
collection,

reasonable attorney's fees actually incurred, and any other
amounts

provided or permitted by law.    In the event that
the assessment

remains unpaid after sixty (60) days, thee Association
may, as thee

Board shall determine, institute suit to collect such
amounts or

to foreclose its lien.   Each owner, by acceptance
of a deed or

other conveyance to a building site, vests in the
Association or

its agents the right and power to bring actions against
such owner

or owners personally for the collection of such charges as a
debt

and/or to foreclose the aforesaid lien in the same manner as
other

liens for the improvement of- real property.  The lien
provided in

this Article shall be in favor of the Association and shall
be for

the benefit of all other owners.  The Association, acting on
behalf

of the owners, shall have the power to bid on the building site
at

any foreclosure  sale  or  to  acquire, 

hold,  lease,  mortgage  and

convey the same.  No
owner may waive or otherwise escape liability

for  the 
assessments  provided for herein,  including  by  way 

of

illustration but not limitation, abandonment of the building
site.

    The Board shall likewise have the right to use
forcible entry   

and detainer proceedings to enforce the
rights provided to the

Board under this Declaration as permitted from
time to time by the

statutes of the State of Illinois.

17. 
SUBORDINATAION OF LIEN

     The lien provided for in
this Declaration shall be subordinate

to the lien of any first mortgage
now or hereafter placed upon
the


                            
22
building site subject to assessment, provided, however, that
such

subordination shall apply only to the assessments which have
become

due and payable prior to a sale or transfer of such building
site

pursuant to a decree of foreclosure, or any other preceding
in

lieu of foreclosure.  Such sale or transfer shall not relieve
such

property from liability for any assessments thereafter
becoming

due, nor from the lien of any such subsequent
assessment.

18.  ESTOPPEL
CERTIFICATES.

     The  Association 

shall,  upon  request  of  a  member,  at 
any

reasonable  time,  furnish  an  estoppel 

certificate  signed  by  an

officer or other authorized
agent of the Association,  setting forth

the amount of unpaid
assessments and/or other charges, if any,

against said member's building
site, up to a given date or time of

conveyance.  The Association
shall also certify as to whether or

not there are violations of the
governing documents on the building

site  as  of 

the  date  of  preparation  of  the 
certificate.   Said

certificate shall bee delivered to the
place of closing and all

outstanding assessments and other charges, if
any, and a reasonable

charge, as determined by the Board, to cover the
cost of providing

such certificate shall bee deducted from the Seller's
account at the

closing and transmitted directly to the
Association.

19.  MAINTENANCE  REPAIRS AND SERVICES BY THE
ASSOCIATION.

    The Association, subject to the
provisions of this Declaration

and the By-Laws of the Association shall
maintain and keep in good

repair the area of  common responsibility,
which responsibility

shall be deemed to include by example and not by
limitation:


                              

23



A.   Maintenance  and  repair 
of  all  common  areas  and

    

facilities including, park areas, landscaping, utility
lines,

     pipes,  wires  and 
conduits,  not  dedicated  to  any 

public

     authority, if any;
and                          


          B.  
Furnish and provide the necessary maintenance
and

     repair  services  for 
the  utility  systems,  and  for 

any

     controlled discharge drainage collection
facility serving the

     properties and the
improvements situated thereon.

20.  
EASEMENT.

      The Association is hereby
granted an easement of  use and

right-of-way on, over, in, under and
through all building sites in

order to comply with the terms of this
Declaration, and entry on

any building site for such purpose shall not be
deemed a trespass.

21.  ENFORCEMENT
AUTHORITY.

    The Board of Directors of the Homeowners'
Association shall

be authorized and empowered
to:

         A.   Make
and enforce reasonable rules and regulations

    governing
the conduct, use and enjoyment of the
properties.

        

B.   Impose reasonable fines, which shall constitute
a

    lien upon the building site of a member, and/or
suspend such

    member's right to use the common areas
and the right to vote,

    for  not  more 
than  thirty  (30)  days,  or  such  time 

as  a

    violation may continue and sixty (60) days
thereafter for

    violation of this Declaration, the
By-Laws or any rules and

    regulations which have been
duly adopted by the
Association.




                            
24


C.   Begin  any  action  in 

any  court  on  behalf  of 
the

    Association and all owners to abate any
nuisance,  or otherwise

    to protect the values and
integrity of the community.

22.   ENFORCEMENT
PROCEDURE.

      The Board shall not impose a
fine, suspend voting, begin court

action or infringe upon any other
rights of a member or other

occupant for violation of rules unless and
until the following

procedure is
followed:

         A.  

Demand.    Written demand to cease and desist
from

    any   alleged  violation 
shall  be  served  upon  the 

alleged

    violator
specifying:

              
(1)  The alleged violation;
and

                   
The action required to abate the violation;
and

              
(3)   A time period, not less than ten (10)
days,

        during which the
violation is continuing, or a
statement

        that any further
violation of the same rule any
result

        in the imposition of
sanction after notice and
hearing

        if  the 

violation  is  not  continuing  at  the 
time  the

        written demand
is sent.

        B.  

Notice.    Within twelve months of such demand,
if

    the violation continues past the period allowed in
the demand

    for  abatement  without 
penalty,  or  if  the  same  rule 

is

    subsequently violated, the Board shall serve the
violator with

    written  notice  of 
a  hearing  to  be  held  by  the 

Board  in

    executive session.  The notice
shall
contain:

             
(1)  The nature of the alleged violation;
and


                            
25


(2)  The time and place of the hearing, which
time

          shall be not
less than ten (10) days from the giving
of

          notice;
and

               

( 3 )   An invitation to attend the hearing and
produce

          any 
statement,  evidence  and witnesses  on  his  or
her

          behalf;
and

              

(4)  The proposed sanction to be
imposed.

         
C.   Hearing.  The hearing shall be held  in
executive

     session  pursuant  to 

this  notice  affording  the  member 
a

     reasonable  opportunity  to 

be  heard.    Prior  to 
the

     effectiveness of any sanction hereunder,
proof of notice and

     the invitation to be heard
shall be placed in the minutes of

     the
meeting:  Such proof shall be deemed adequate if a
copy

     of the notice together with a statement of
the date and manner

     of  delivery 

is  entered  by  the  officer  or  director 
who

     delivered such notice.  The notice
requirement shall bee deemed

     satisfied if a
violator appears at the meeting.  The
minutes

     of  the  meeting 

shall  contain a  written  statement  of 
the

     results of the hearing and the sanction, if
any, imposed.

23.

     During clearing and
construction, until all exposed dirt from

excavating has been removed
from the building site or brought to

an approved final grade surrounding
the dwelling unit, and until

the building site is permanently landscaped
with vegetation or

landscaping material, the building site owner shall
prevent
the




                           

26


erosion and washing of soil from the building site by employing
the

following measures:

    A.  Disposing of
all landscape waste, such as brush, weeds,

removed trees, and excess
dirt, in a lawful fashion by
burial,
                                     

incineration or removal, without causing damage to any
adjacent

building site or other property within North Lake Shore
Subdivision.

     B.  In the case of making
improvements to a building site, the

owner shall place, or require a
general or sub-contractor to place,

all excavated soils deposited within
the building site at least five

(5) feet from any lot line, and the owner
or general or sub-contractor

shall not place any soil piles on an
easement or right-of-way of

record.  During and prior to completion
of construction efforts the

building site owner or contractor of the
building site owner's

designation shall erect and maintain a water
permeable cloth dike of

suitable strength and durability across the front
of a building site

and around the perimeter of excavating soil piles or
shall employ

other effective means to prevent such soils from eroding or
washing

into easements or right-of-way or other building sites. 

Such dikes or

other systems shall be maintained until the excess soil has
been

brought to approved final grade or removed from the building
site.

     C.  Within 30 days, weather
permitting, after the final grade has

been established and approved on
the building site, the building site

owner shall provide and install sod
in the front and side
yards,




                                
27


vegetation to cover exposed soils by planting approved ground
cover,

sodding, seeding and strawing, or covering the exposed areas
with

approved landscape material to prevent erosion.  Drainage
easements on

building sites shall be maintained by the building site
owner

according to the plat of record and the specifications of final
grade

as approved by the City Engineer.

    

D. Soils, mud and landscape waste carried from a building site

onto other
properties and common areas such as easements, rights of

way and
roadways, by erosive forces or by vehicles leaving a

construction site,
shall be cleaned up daily or as necessary at the

expense of the building
site owner.

     The Developer, his successors and
assigns, shall have the right

to enter a building site at any time for
the purpose of preventing and

arresting undue erosion at the expense of
the building site owner if

the building site owner or his designated
contractor is unwilling or

unable to prevent such
erosion.

24.   CONSTRUCTION MATERIAL
WASTE

     At each building site, excess material and
waste from

construction shall be gathered and disposed of regularly in a
lawful

fashion.  No building site shall be used or maintained at
anytime for

a dumping ground.

25. 

DRIVEWAYS.

    Driveways shall be constructed of concrete,
asphalt or other

material as approved by the Architectural Control
Committee.


                           
28


26.  NUISANCES AND
TRASH.

             
A.    No  noxious  or  offensive  trade 

or  activities  shall

    be carried on in said
subdivision, nor shall anything be done

    therein or
thereon which may be or become an annoyance or

   
nuisance to the neighborhood.

       
B.   No  structure  of  a  temporary
character,  trailer,

    basement, shack, garage,
barn or other outbuilding shall be

    erected or placed
on any building site at any time, except

    during 

the  construction  period,  without  approval  of 
the

    Architectural Control Committee.  No
unattached garage or out

    building  shall 

be  approved  by  the  Architectural 
Control

    Committee  unless  it  is
compatible  with  the  existing 

single

    family dwelling on the premises and is of
comparable quality

    and
construction.

        
C.   No animals, livestock or poultry of any kind
shall

    be  raised,  bred  or 

kept  on  any  building  site  in 
said

    subdivision except dogs and cats and other common
pet animals,

    and not for any commercial
purposes.

        D.   All
weeds shall be kept cut on sold vacant building

    sites,
and no such vacant building sites shall be permitted

   

to fall into an unsightly condition, except that the
building

    site owner shall not be obligated to clear
natural wooded

    areas of brush and
undergrowth.    No building sites shall
be

    used or maintained as a dumping ground for rubbish,
and all

    trash,  garbage  or 
other  waste  shall  be  kept  in 

sanitary

    containers.   Any vacant building
site which falls into
an


                             
29


unsightly condition may be mowed or cleaned up by the Developer at
the

expense of the owner.

     E. No permanent
fence, antenna, satellite dish, mail box and

above ground swimming pool,
shall be constructed without the prior

approval of the Homeowner's
Association.

27.  VEHICLES.

    No building
site owner or occupant shall permit any truck,

commercial vehicle, boat
or trailer, including without limitation,

cargo trailer, campers, house
trailers, mobile homes or carryalls, to

be parked or stored on the
building site, in the driveway or in the

street in front of or alongside
of the building site.  This shall not

prevent the building site
owner or the occupant from storing a truck,

commercial vehicle, boat or
trailer owned by such owner or occupant,

or used by him in his business
in any garage on the premises.  No

derelict vehicles shall be kept
or stored on any building site.

28. 

SIDEWALKS.

    After the construction of the sidewalk in
front of a building

site and acceptance by the City Engineer or his
representative, the

building site owner shall be responsible for
replacing at his own

expense, any broken section.

29. 
DURATION OF RESTRICTION.

    The aforesaid covenants shall
run with the land and shall be

binding upon all parties and all persons
claiming under them
for


                           
30


a period of twenty-five (25) years from the date these
covenants

are   recorded,   after  which 

time  said  covenants   shall  
bee

automatically extended for successive periods of ten (10)
years,

unless an instrument rescinding or modifying these covenants
which

is signed by more than seventy-five (75%) percent of the
then

record owners of the building sites delineated in the First
Plat,

this Second Addition, and any other plats of said North Lake
Shore

Subdivision development, shall be recorded in the office of
the

Recorder of Deeds of Sangamon County, Illinois.  Each building
site

shall have one vote, agreeing to change or rescind said
covenants

in  whole  or  in  part.  

No  amendment  to  these  covenants 
and

restrictions  shall  operate to  terminate  the
existence  of  the

Homeowners'  Association, 

nor  shall  it  relieve  the 
Homeowners'

Association from  its  obligations hereunder
to  assess fees  and

maintain all water retention facilities,
drainage facilities, non-

private utility easements and boulevards as set
forth in this plat

and subsequent plats for North Lake Shore
Subdivision.         



30.  REMEDIES FOR VIOLATION.

    In 
the  event  of  a  violation  or  breach 

of  any  of  these

covenants and restrictions by any
person or entity subject to such

covenants and restrictions, a person or
entity enjoying the benefit

of these restrictions shall have the right to
proceed in a judicial

action at law or in equity to compel compliance
with the terms of

these covenants and restrictions, or to prevent the
breach or

violation of them.  Developer shall, in addition, have the
right




                            
31


to such compensation for actual expenses incurred as a result
of

any such breach or violation.

31. 

SEVERABILITY.

     Invalidation of one of these
covenants or restrictions by

judgment or other order shall not in any
manner affect any of the

other covenants, which shall remain in full
force and effect.

     IN WITNESS WHEREOF, Marine
Bank of Springfield, AKA, Bank One,

Illinois, NA SKA, as Trustee under
the provisions of a Trust

Agreement dated November 1, 1988 and known as
Trust No. 531503-7, has

caused this instrument to be executed by its duly
authorized

officers, this       day
of                        
,
1997.



                              
MARINE BANK OF SPRINGFIELD,
AKA,
                              

BANK ONE, ILLINOIS, NA SKA,
AS
                              
TRUSTEE under the provisions
of
                              
a Trust Agreement dated
November
                              
1, 1988 and known as Trust
No.
                              
531503-7

(Corporate
Seal)              
By:
                                 
Trust
Officer

ATTEST:

BY:

Its:




                                 

32