Hemlock Farms, A Planned Community

          This Declaration of protective covenants, restrictions and easements is made this 14th day of December 2001, by Hemlock Farms Community Association, a Pennsylvania nonprofit corporation (the "Association") to be effective on June 1, 2003.

Background

          I.  The Association is the owner of the real property constituting all common area in Hemlock Farms (the "Common Area") (1) which is subject to non-exclusive rights of use vested in all owners of residential lots and, to a lesser extent, in owners of certain non-residential lots (church, Jewish Fellowship, fire company and country club) (inclusively the "Owners" of "Lots") shown on the recorded subdivision plans for Hemlock Farms, (2) which is managed and maintained for the benefit of the Owners by the Association, and (3) use of which by the Owners and others is subject to the regulations of the Association.

          II.  The Association is the successor‑in‑interest to the rights of developer of the community under the common promotional name Hemlock Farms ("Hemlock Farms" or the "Community") by virtue of two deeds from Western Heritage Properties Limited (Inc.) recorded in Pike County Deed Book Volume 173 at pages 547 and 566, respectively.  Those deeds conveyed substantially all of the Common Area in Hemlock Farms to the Association.  Additional Common Area was later acquired by the Association in a number of recorded instruments, all of which are also incorporated here by reference.

          III.  The Common Area and Lots were subjected by the developer to a schedule of sixteen (16) protective restrictions  (the "Deed Restrictions") which by their own terms are intended to run with the land.

          IV.  The Deed Restrictions were limited in term to forty years from June 1, 1963, and therefore terminate June 1, 2003 (the "Termination Date").

          V.  In order to provide for continuity of development and operation of Hemlock Farms after the Termination Date, the Association board of directors and membership have decided, after a diligent review of alternatives, to continue to operate the Community by its non‑profit community association, and to establish a new declaration of protective covenants, restrictions and easements for that purpose as set forth below in this document (the "Declaration").  This Declaration is substantively the same as the prior Declaration that is already binding on most Lots in the Community, as filed in Pike County Record Book 905 at page 169, etc (the "prior Declaration").  The intent of the Association is to declare this Declaration to be binding on all Lots and Common Area in the Community.

          VI.  The Owners of Lots in Hemlock Farms, for themselves and their respective heirs, successors and assigns, intend to bind all Lots and Common Area in the Community legally under the terms of this Declaration based on written consents of the Owners holding title to at least two-thirds of the Lots in the Community, thereby amending both the Deed Restrictions (as permitted under Sections 5102(d) and 5219 of the Pennsylvania Uniform Planned Community Act) and the prior Declaration (as permitted under Article VII, Section B of the prior Declaration) effective June 1, 2003.

          VII.  The Association intends by this Declaration to continue to impose upon Hemlock Farms mutually beneficial restrictions under an uninterrupted general plan of development for the benefit of all Owners of real property within Hemlock Farms.

          VIII.  The Association desires to provide flexible and reasonable procedures for the continuing development and operation of Hemlock Farms and to confirm the method for administration, maintenance, preservation, use and enjoyment of property in Hemlock Farms.

Declaration

          The Association declares that, beginning on June 1, 2003, (1) all of the Common Area in Hemlock Farms and (2) all Lots in Hemlock Farms are made subject to the easements, restrictions, covenants and conditions stated in this Declaration.  This Declaration is intended to protect the value and desirability of the Lots and Common Area, and shall benefit all Owners and the Association.  This Declaration shall run with the land, meaning it is attached legally to the Lots and Common Area, even with changes of ownership; it shall also bind all parties having any right, title, or interest in the Lots and Common Area, and their respective heirs, successors, successors-in-title, and assigns.  This Declaration is binding on Hemlock Farms, a planned community within the meaning of the Pennsylvania Uniform Planned Community Act, 68 Pa.C.S.A. Section 5101, etc. 

ARTICLE I.

Property Rights

          Section A.  General Property Rights.  Every Owner shall have rights of nonexclusive easement for ingress and egress, and, for residential Lots, use and enjoyment in and to the other Common Area, which shall be appurtenant to and shall pass with the title to every Lot, subject to: 

          1. this Declaration, as it may be amended from time to time, and to any restrictions or limitations contained in the deeds conveying the Common Area to the Association; and

          2. the right of the Association to:

                   a. limit the number of users or guests, and to adopt Rules and Regulations pertaining to the use and enjoyment of the Common Area;

                   b. suspend the right of an Owner to use the recreational facilities within the Common Area in accordance with the Bylaws;

                   c. dedicate or transfer all or any part of the Common Area pursuant to this Declaration;

                   d. impose reasonable membership requirements and charge a reasonable admission or other fee for the use of any recreational facilities situated upon the Common Area;

                   e. mortgage, pledge or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred;

                   f. grant easements, leases, licenses and concessions through or over the Common Area, and dedicate or convey all or a portion of the Common Area to a governmental authority or publicly regulated utility; or convey or otherwise transfer a legal or equitable interest in all or a portion of the Common Area to any other owners association; and

                   g. otherwise exercise rights and assume duties expressly permitted by legislation affecting planned communities, now in existence or passed in the future, in the Commonwealth of Pennsylvania. 

ARTICLE II.

Membership and Voting Rights

          Section A.  Membership.  Every Owner is mandated to be a Member of and shall be deemed to have a membership in the Association.

          Section B.  Voting.  Except as otherwise provided in the Bylaws, the Association shall have one (1) class of membership.     

ARTICLE III.

Rights and Obligations of the Association

          Section A.  Common Area.  The Association, or its agent, subject to the rights of the Owners set forth in this Declaration, shall be responsible for the exclusive management and control of the Common Area, and all Common Area improvements (including, without limitation, furnishings and related equipment, and common landscaped areas), and shall keep it in good, clean, attractive, and sanitary condition order, and repair, pursuant to the terms and conditions of this Declaration and consistent with community-wide standards.

          Section B.  Personal Property and Real Property for Common Use.  The Association, through action of its Board of Directors and compliance with Association Bylaws, may acquire, hold, and dispose of tangible and intangible personal property and real property as it deems necessary in its normal course of business.

          Section C.  Rules and Regulations.

          1. The Association, through its Board of Directors, may make and enforce Rules and Regulations governing the occupancy and use of Lots and Common Area in the Community which Rules and Regulations shall be consistent with the rights and duties established by this Declaration.

          2. The Association, through the Board, by contract or other agreement, shall have the right to enforce county or municipal ordinances and to permit a County or a municipality to enforce ordinances in the Community for the benefit of the Association and its Members.

          Section D.  Specific Powers of Association.  The powers and duties of the Association shall include those expressed or implied in this Declaration, the Articles of Incorporation of the Association and the Bylaws. 

ARTICLE IV.

Assessments

          Section A.  Creation of Assessments.  There are hereby created Assessments for Association expenses as may from time to time specifically be authorized by the Board of Directors as provided for and to begin at the time and in the manner set forth in this Article and in the Bylaws of the Association.  There shall be two (2) types of Assessments:  (a) base Assessments to fund common expenses for the benefit of all members of the Association and to others, which assessments shall include charges for any utility services provided by the Association or other entities controlled by the Association, and (b) special Assessments as described in the Bylaws.

          Section B.  Lien for Assessments  Upon recording of a notice of a lien on any Lot, there shall exist a perfected lien for unpaid Assessments prior and superior to all other liens except (a) all taxes, municipal assessments and any other levies which by law would be superior to it, and (b) the lien or charge of any first mortgage of record (meaning any recorded mortgage with first priority over all other mortgages and liens) made in good faith and for value. 

ARTICLE V.

Architectural Standards

          Section A.  General.  No construction (which term shall include within its definition, but shall not be limited to, staking, clearing, excavation, grading, and other site work, exterior alteration or modification of existing improvements), improvements, or modifications shall take place within Hemlock Farms (1) except in compliance with this Article, the Bylaws and the administrative code of regulations of the Association; (2) until the requirements of them have been met; and (3) until the approval of the Association has been obtained.

ARTICLE VI.

Use and Ownership Restrictions

          Section A.  General.  Property in Hemlock Farms shall be used, as specified below, that is, only for residential, recreational, community service, and related purposes (which includes, without limitation, offices and facilities of the Association, existing religious facilities, fire company and country club uses) as may more particularly be set forth in this Declaration and any amendments to it.

          Section B.  Use of Common Area. 

          1. Subject to the provisions of this Declaration, every Owner shall have a conditional right and easement of access across and to, and a right and easement of use and enjoyment of the Common Area.  All easements of access to and enjoyment of the Common Area shall pass with title to every Lot.

          2. Owners' easements of access and enjoyment in the Common Area shall be subject to the following:

                   a. the right of the Association to establish reasonable rules with respect to the use of the Common Area; and

                   b. the provisions of this Declaration and other Community legal documents.

          Section C.  Enforcement.  Subject to a duty of care, and undivided loyalty to the Association and its Members, the Board of Directors shall have authority to make and to enforce rules which adopt standards governing the use of the Community, in addition to those contained in this Article, and to impose reasonable user fees for use of Common Area facilities.  Prior to any action being taken, the Board shall comply with Bylaw requirements and provisions of the Association administrative code.  The Board shall have all powers necessary and proper, subject to its exercise of sound business judgment, to effect these enforcement powers.

          Section D.  Single Family Restrictions.  No residential Lot shall be (1) improved with more than one residential dwelling; (2) occupied by more than one single family at any time; and (3) used for any purposes other than residential purposes.

          Section E.  Timeshare and Fractional Ownership.  No residential Lot shall be owned, leased, used or otherwise occupied under any kind of interval, fractional or time-shared legal scheme.  Improved residential Lots may be leased, however, under bona fide, conventional residential leases which are not part of any prohibited legal scheme.

          Section F.  Central Utility Systems.  The buildings on Lots which are now or later served by a central utility system must be connected to the main lines of the central utility system.  The Owner of each Lot hereby covenants and agrees to pay all proper charges for the central utilities service in a timely manner.

ARTICLE VII.

General Provisions

          Section A.  Term.  The covenants and restrictions of this Declaration shall run with and bind the Lots and Common Area, and inure to the benefit of and shall be enforceable by the Association or the Owners, their respective legal representatives, heirs, successors, and assigns, for a term of thirty (30) years from the date this Declaration is effective, June 1, 2003, after which period they shall be automatically extended for successive periods of ten (10) years, unless an instrument in writing, signed by sixty-six and two-thirds percent (66 2/3%) majority of the total votes in the Association, has been recorded within the year preceding the beginning of each successive period of ten (10) years, agreeing to change the term of these covenants and restrictions, in whole or in part, or to terminate the same, in which case the term of this Declaration shall be modified or terminated as specified in that instrument.

          Section B.  Amendment.  This Declaration may be amended as follows:

          1. At any time by the Association alone if the amendment is to correct any legal description which is incorrect by reason of a scrivener's or surveyor's error.

          2. By a sixty-six and two-thirds percent (66 2/3%) majority of the total votes of the Association.

          3. Any Amendment of the Declaration which requires a vote of the membership of the Association shall only be valid if notice of the subject matter of the proposed Amendment is given in the manner for delivery of notice prescribed by the Bylaws.

          4. No amendment shall be adopted which materially and adversely affects the easement rights of an Owner, or the rights granted to any Mortgagee by an Owner pursuant to a mortgage, without the mortgagee's joinder.

          5. All amendments to this Declaration shall be recorded after execution and shall contain an Association officer's certification, where applicable, of proper notice to the Association Members.

          6. If an Owner consents to this Declaration or any amendment to this Declaration, it will be conclusively presumed that the Owner has the authority so to consent and no contrary provisions in any mortgage or contract between the Owner and a third party will affect the validity of any amendment.

          Section C.  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.

ARTICLE VIII.

Easements

          Section A.  Owners' Easements.  All easements of Owners described in this Declaration are easements appurtenant to the Lots, running with the land.

          Section B.  Utilities Easements.  The Common Area shall be and is hereby made subject to easements in favor of the appropriate utility companies and others, their successors and assigns, for service as are in the opinion of the Association desirable or necessary to serve the Community adequately, including the right to access, ingress and regress to carry out these services and further including (by way of illustration and not limitation) the right to install, lay, maintain, repair, relocate and replace wells, pumphouses, water towers, water mains and pipes, sewer and drain lines, telephone wires and equipment, television and cable television wires and equipment, and electrical wires and conduits (and associated equipment) over, under, through, along and on the Lots and Common Area.

          Section C.  Access Ways.  The Lots and Common Area shall be and are hereby made subject to non-exclusive easements in favor of the Owners and their lessees, invitees, respective successors, heirs and assigns, and the Association for pedestrian and vehicular traffic on, over, through and across access ways as the same may from time to time exist and for pedestrian and vehicular traffic on, over, through and across all roads and unimproved portion of the Lots and Common Area as are convenient or necessary for the use, development and operation of any other property of the Association, whether currently owned, previously owned or acquired in the future by the Association.

          Section D.  Piping, etc.  The Lots and Common Area shall be and are hereby made subject to easement in favor of the Lots benefited for the installation, repair, maintenance, use, removal and/or replacement of pipes, ducts, electrical wiring and all other utility lines and conduits to serve the Lots and which must pass across or through a portion of the Lots and Common Area, including other Lots; and further including rights of access, ingress, egress and regress to carry out these services.

          Section E.  Roads and Parking.  The Board of Directors shall regulate parking in Lots and Common Area through its Rules and Regulations, or as may be described in any amended Declaration.  The parking areas and the roadways which are used for ingress, egress and regress to and from the public highway, other parking areas and other portions of the Lots and Common Area, both by vehicles and pedestrians, are specifically subject to easements in favor of the Owners, and all persons to whom the Association expressly or otherwise transfers or conveys a right to use the parking areas or access ways.  There is expressly reserved to the Association the right to establish within the Lots and Common Area and use roadways for itself, the Owners, and all other persons whom either the Association, in its sole discretion, expressly or otherwise allows, permits, transfers or conveys a right to use, including the general public.

          Section F.  Recorded Easements.  The Lots and Common Area shall be subject to all easements shown on any recorded Plat or Final Plans affecting the Lots and Common Area, or any portion of them, and to any other easements of record or in use as of the date of recordation of this Declaration.

          Section G.  Reservation of Easements, Exceptions and Exclusions.

          1. Association reserves the right to establish, from time to time, additional utility and other easements, permits, or licenses over the Lots and Common Area, for purposes including but not limited to streets, paths, walkways, drainage, irrigation, recreational areas, parking areas, ducts, shafts, flues, conduit installation areas, and to create other reservations, exceptions, and exclusions for the best interest of all the Owners and the Association, in order to serve all the Owners within the Community.

          2. Association further reserves the right to establish, from time to time, by dedication or otherwise, utility and other easements, permits or licenses described above and to create other reservations, exceptions, and exclusions convenient or necessary for the use and operation of any other property of the Association, whether currently owned, previously owned or acquired in the future by the Association, as long as its action does not materially affect the rights of use of the Lots and Common Area by the Owners.

          Section H.  Emergency Easement.  A general easement is hereby granted to all police, sheriff, fire protection, ambulance, and all other similar emergency agencies or persons to enter upon all streets and upon the Lots and Common Area in the proper performance of their duties.

          Section I.  Maintenance Easement.  An easement is hereby reserved to the Association, and granted to the Association, and their respective contractors, officers, agents, employees, and assigns, upon, across, over, in, and under the Lots and Common Area and a right to make use of the Lots and Common Area as may be necessary or appropriate to make emergency repairs or to perform the duties and functions which the Association is obligated or permitted to perform pursuant to the Community Documents, including the right to enter upon any Common Area or Lots for the purpose of peforming maintenance.

          Section J.  Drainage Easement. .  An easement is hereby reserved and granted to the Association, its officers, agents, employees, successors, and assigns to enter upon, across, over, in and under any portion of the Community for the purpose of changing, correction, or otherwise modifying the grade or drainage channels of the Comunity so as to improve the drainage of surface water. Best efforts shall be made to use this easement so as not to disturb the uses of the Owners and the Association. Best efforts shall also be made to the extent possible, to prosecute drainage work promptly and expeditiously, and to restore any area affected by that work to a sightly and usable condition as soon as resonably possible following that work.

ARTICLE IX.

Other Rights

          Section A.  Prohibition. No Person shall record any declaration of covenants, restrictions and easements, or declaration of condominium or similar instrument affecting any portion of the Community without the Board of Directors' review and an amendment of this Declaration. Any attempted recordation without compliance with this requirement shall result in the declaration of covenants, restrictions and easements or similar instrument being void and of no force and effect unless subsequently approved by recorded amendment of this Declaration.

Certification of President of Hemlock Farms Community Association
Required under UPCA Section 5219(e)

          Being duly sworn according to law, I, Charlie Eible, hereby certify that (1) I am the President of Hemlock Farms community Association; (2) this Second Restated Declaration was approved, based on proper notice to the members, as an amendment of the prior Declaration for Hemlock Farms and of the Deed Covenants for Hemlock Farms by the written consents of Owners of more than two-thirds of the Lots in the Hemlock Farms Community, which approval also constitutes more than 66 2/3% of the total vote of the association; and (3) the Owners have therefore authorized the preparation, execution, recording and certification of this amendment as such on the real property records of Pike County, Pennsylvania, as required in Sections 5102(d) and 5219(e) of the Pennsylvania Uniform Planned Community Act, and in Article VII, Sections B of the First Restated Declaration, etc. for Hemlock Farms recorded in Pike County Deed Book 905 at page 169, etc.