OAKTREE POINTE ESTATES

BLOCK 1

Filed of record Nov. 24, 1992 at 3:30 p.m., in the Office of the County Clerk of Osage County, State of Oklahoma. Recorded in Book 823, page 693, Plat File # 138.

Partial Amendment to Certificate of Dedication, filed September 15, 12:07 p.m., in the Office of the County Clerk of Osage County, State of Oklahoma, and recorded in Book 864, page 302 thru 316. These amendments are so reflected below.

Oaktree Pointe Estates a part of the W/2, NW/4 of Section 27, Township 20 North, Range 12 East, City of Tulsa, Osage County, Oklahoma

KNOW ALL MEN BY THESE PRESENTS:

That F.D.H. Properties, Inc., an Oklahoma Corporation, is the owner of the following described property:

All that part of the W/2, NW/4 of Section 27, Township 20 North, Range 12 East, City of Tulsa, Osage County, Oklahoma, being more particularly described as follows:

Commencing at the Southwest corner of said W/2 of the NW/4, Section 27; Thence North 00°09'35" East along the West line thereof, a distance of 798.05 feet; Thence South 89°12'01" East, a distance of 50.00 feet to the point of beginning; Thence North 00°09'35" East, a distance of 345.00 feet, Thence North 24°06'06" East, a distance of 107.22 feet; Thence North 59°41'07" East, a distance of 211.99 feet; Thence South 52°50'40" East, a distance of 160.00 feet; Thence South 56°16'54" East, a distance of 198.44 feet; Thence South 38°15'50" West, a distance of 366.86 feet to a point of curvature; Thence along a curve to the right with a central angle of 52°32'09" and a radius of 150.00 feet, a distance of 137.54 feet; Thence North 89°12'01" West, a distance of 173.77 feet to the point of beginning, containing 4.3617 acres more or less.", pursuant to the recorded plat thereof ("Oaktree Pointe Estates"), and

WHEREAS, the said grantor has caused the above described property to be surveyed, platted and staked in conformity with the plat hereon which it hereby adopts as the plat of the above described land as "OAKTREE POINTE ESTATES", a subdivision in the City of Tulsa, Osage County, State of Oklahoma.

Section I

STREETS, EASEMENTS, UTILITIES, ELECTRIC, GAS, WATER, SEWER SERVICE, COMMUNICATIONS AND LIMITS OF NO ACCESS

A. PUBLIC STREETS AND EASEMENTS

Now, Therefore, the undersigned grantor "F.D.H. Properties, Inc." dedicates to the public use all the street rights-of-way as shown on the accompanying plat and further dedicates for the public use, easements and rights-of-way as shown and designated on the accompanying plat for the several purposes of construction, maintaining, operating, repairing, removing, and replacing any and all public utilities, including the storm and sanitary sewers, telephone lines, electric power lines and transformers, gas lines, water lines and cable television, together with all fittings and equipment for each of such facilities, including the poles, wire, conduits, pipes, valves, meters and any other appurtenances thereto with the right of ingress to said easements and rights-of-way for the uses and purposes of aforesaid. No building, structure, or other above or below ground obstruction that will interfere with the purposes aforesaid, will be placed, erected, installed or permitted upon the easements or rights-of-way as shown, provided, however, that the grantor hereby reserves the right to construct, maintain, operate, lay and relay water and sewer lines together with the right of ingress and egress to, over, across and along all strips of land included within the easements shown on the plat, both for the furnishing of water and/or sewer services to the area included in said plat.

B. ELECTRIC, TELEPHONE & CABLE TELEVISION SERVICE

In connection with the installation of underground electric, telephone and cable television services, all of the lots are subject to the following:

1. Overhead pole lines for the supply of electric service, telephone and cable television service may be located along the West property lines of the subdivision. Street light poles or standards may be served by underground cable, and elsewhere throughout the subdivision, all supply lines shall be located underground in the easement ways reserved for general utilities and streets shown on the attached plat. Service pedestals and transformers, as sources of supply at secondary voltages, may be also located in such easement ways.

2. Except to houses on lots described in paragraph (1) above, which may be served from overhead electric service lines, telephone lines and cable television cables, underground service cables to all houses which may be located on all lots in the subdivision may be run from the nearest service pedestal or transformer to the point of usage determined by the location and construction of such house as may be located upon each said lot; provided that the installation of such a service cable to a particular house, the supplier of electric service have a definitive, permanent, effective and exclusive right-of-way easement on each lot covering a five (5) foot strip two and one half (2 1/2) feet on each side of such service cable extending from the service pedestal or transformer to the service entrance on said house.

3. The supplier of electric, telephone, and cable television service, through their proper agents and employees shall at all times have the right of access to all such easement ways shown on the plat, or provided for in the dedication for the purposes of installing, maintaining, removing, or replacing any portion of said underground electric, telephone or cable television so installed by it.

4. The owner of each lot shall be responsible for the protection of the underground electric, telephone, and cable television facilities located on his property and shall prevent the alteration of grade or any construction activity which may interfere with said electric, telephone or cable television facilities. The utility companies will be responsible for ordinary maintenance of underground electric, telephone or cable television facilities, but the owner will pay the damage or relocation of such facilities caused or necessitated by the acts of the owner or its agents or contractors.

5. The foregoing covenants concerning underground electric, telephone, and cable television facilities shall be enforceable by the supplier of electric, telephone or cable television service, and the owner of each lot agrees to be bound thereby.

C. WATER AND SEWER SERVICE:

1. In connection with the provision of water and sanitary sewer, all of the lots are subject to the following provisions, to-wit:

(A) The owner of each lot shall be responsible for the protection of the public water mains and public storm sewer and sanitary sewer facilities located within any granted or dedicated public utility easement on his lot and shall prevent the alteration of grade within any such easement in excess of three (3) feet from the finished grade elevation shown on the approved water and sewer line plans. The owner of each lot shall likewise protect said mains and facilities from any construction activity, other than that of public companies in the exercise of their easement rights, which may interfere with the same. The prohibition against grade alteration shall be limited to the public utility areas.

(B) Each lot shall receive and drain in an unobstructable manner, the storm and surface waters from lots and drainage areas or higher elevations and from public streets and easements. The areas described as "Overland Drainage Easement" on the accompanying plat are hereby established by grant of the owner as perpetual easements for the purpose of permitting surface flow, conveyance and discharge of storm water runoff from Lot 6 & 7 in Block 1, and from properties outside said lots. No lot owner shall construct or permit to be constructed any fencing or other obstructions which would impair the drainage of storm and surface water over and across his lot. The foregoing covenants set forth in this subsection shall be enforceable by any affected lot owner or by the City of Tulsa.

The City of Tulsa or its successors will be responsible for ordinary maintenance of public water mains, public storm sewer and public sanitary sewer facilities, but the owner will pay for damage or relocation of such facilities caused or necessitated by acts of the owner or his agents or contractors.

The City of Tulsa or its successors through its proper agents and employees shall at all times have right of access with their equipment to all such easement ways shown on said plat or provided for in this deed of dedication for the purpose of installing, maintaining, removing or replacing any portion of said underground water and sewer facilities.

D. OWNER RESPONSIBILITY WITHIN EASEMENT:

The Owner of each lot shall be responsible for the repair and replacement of any landscaping and paving located within the utility easements and on his lot in the event it is necessary to repair any underground water or sewer mains, electric, natural gas, cable television or telephone service.

E. LIMITS OF NO ACCESS

The grantor hereby relinquishes rights of ingress and egress to the above described property within the bounds designated as "Limits Of No Access" (LNA), and shown on the plat, except as may hereafter be released, altered, or amended by the city of Tulsa and approved by the Tulsa Metropolitan Area Planning Commission or its successors, or as otherwise provided by the statutes and lot of the State of Oklahoma pertaining thereto.

The foregoing covenant shall be enforceable by the City of Tulsa, Oklahoma, or its successors, and the owner of each lot agrees to be bound hereby.

SECTION II

PLANNED UNIT DEVELOPMENT RESTRICTIONS:

Whereas, "Oaktree Pointe Estates" was submitted as a planned unit development (designated as PUD-189) pursuant to sections 1100-1170 of Title 42, Tulsa revised ordinances (Tulsa Zoning Code), as the Tulsa Zoning Code existed on August 25, 1976 and PUD-189 was approved by the Tulsa Metropolitan Area Planning Commission (TMAPC) on August 25, 1976, and approved by the Board of Commissioners of the City of Tulsa, Oklahoma, on December 14, 1976, the implementing ordinance No. 13763 being adopted January 4, 1977 and published January 6, 1977. A subsequent minor amendment to PUD-189 was approved by the Tulsa Metropolitan Area Planning Commission on August 19, 1992, and designated PUD-189-1.

Whereas, the grantor wishes to establish restrictions for the purposes of achieving an orderly development for the mutual benefit of the owner, the owner's successors in title and the City of Tulsa, Oklahoma; and

Therefore, the grantor does hereby impose the following restrictions and covenants running with the land and shall be binding upon the grantor, its successors and assigns and shall be enforceable as hereinafter set forth.

A. PERMITTED USES:

All lots shall be known and described as residential lots and shall be limited to use for detached single-family residences and customary accessory uses as permitted under use Unit 6 of the Tulsa Zoning Code.

B. DEVELOPMENT STANDARDS:

1. Maximum No. of Dwelling Units: 9

2. Minimum Lot Size: 13,500 S.F.

3. Minimum Lot Width: 100 feet

4. Minimum Perimeter Yards:

Abutting N. 25th W. Ave. 35 feet

Abutting N. 24th W. Ave.

N. Yukon Ave. and West

Tecumseh Street 25 feet

Rear 25' min. or as shown on plat

side not abutting a street 5' on one side

10' on one side

5. Minimum livability space as defined

under City of Tulsa Zoning Code 7,000 Sq. Ft. per lot

6. Off-street parking As required by city of

Tulsa Zoning Code, use Unit #6

7. Maximum Building Height: 35 feet

SECTION III

RESTRICTIONS AND COVENANTS

For the purpose of providing an orderly development of the subdivision and for the purpose of providing adequate restrictive covenants for the mutual benefit of the grantor and its successors in title, grantor does hereby impose the following restrictions upon said property which constitutes covenants running with the land and which shall be binding upon the grantor, its successors and assigns.

1. Land Use. All lots shall be developed and maintained for residential purposes and such development shall be limited to single family dwellings the ground floor of the main structure of which, exclusive of open porches and garages, is not less than 2300 square feet in total living area for a one-story dwelling, nor less than 2500 square feet in total living area for a one and one-half story dwelling, nor less than 2500 square feet in total living area for a two-story dwelling. All one and a half (1 1/2) or two (2) story structures are required to have not less than 1700 square feet in total living area in the ground floor level.

2. Construction Guidelines. All dwellings erected shall have an attached garage, with storage facilities for at least two cars. Colors, materials and finishes shall be coordinated on all exterior elevation of the buildings to achieve total continuity of design. Gutters and down-spouts are to be painted to match the surface to which attached, unless used as a major design element, in which case the color is to be consistent with color scheme of the building. Asbestos siding and plain concrete block shall not be used as principal exterior material. Roofing materials on all lots shall be restricted to cedar shingles or composition shingles. Composition shingles shall be restricted to weathered wood colors and a minimum weight shall not be less than 240 pound per square. No composition roofing materials shall be used until actual samples showing color, materials and weight have been submitted to and approved in writing by the Gilcrease Home Owners Association.

3. Fencing. No fence shall be placed closer to the front or side street than the building set-back lines shown on said plat. Fencing shall not be more than six feet in height and shall be constructed wholly of wooden materials, except that low decorative fencing that does not exceed three feet in height, may be placed between the building and property line.

4. Clotheslines and Storage. No clotheslines shall be placed on any lot in a location visible from neighboring property or within the public view. No lumber, materials, or bulk materials shall be kept, stored, or allowed to accumulate on any lot except building or other materials to be used in connection with the work of construction, alteration or improvement approved in accordance with the term hereof.

5. Antennas and Rooftop Appliances. No towers, antennas, aerials, or other facilities for the receipt or transmission of radio or television broadcasts or other means or communication shall be erected or maintained or permitted to be erected or maintained on any lot, except by installations inside of structures construed on said lot, or by underground conduits.

6. Landscaping Guidelines. Each owner shall maintain the slopes on his lot or parcel at the slope and pitch fixed by the finished grading thereof, including watering and planting of the slopes.

7. Care and Maintenance of Lot. The owner of each lot shall keep the same free from rubbish, litter, and noxious weeds. All trash, garbage, or rubbish and litter shall be kept in containers adequate for the purpose and shall be stored on the lot in such a manner as to be out of public view until such day as is designated for collection of such material. All structures, landscaping, and improvements from time to time placed upon the lot in accordance with the terms hereof shall be maintained in good condition and repair at all times. Each lot shall be subject to an easement for access to make reasonable repairs on adjoining lots and structures thereon; provided, however, that:

(A) Any damage caused by such entry upon a lot or upon any adjoining property shall be repaired at the expense of the owner whose property was the object of the repair work which caused the same;

(B) Any such entry shall be made only at reasonable times and with as little inconvenience as possible to the owner of the entered lot; and

(C) In no event shall said easement be deemed to permit entry into the interior portions of any residence.

8. Automobiles, boats, and trailers: Except as expressly hereinafter provided, no boats, recreational vehicle, campers, trailers shall be parked upon or in front of any lot in a location visible from or within public view. The foregoing restriction shall not be deemed to prevent the washing or polishing of such boats, recreational vehicles, campers, and trailers. Except as expressly hereinafter provided no boats, automobiles, trailers or motor-driven vehicles of any kind shall be stored, repaired, rebuilt, dismantled, repainted upon any lot in an area visible from neighboring property or in public view. Such storage or activities may be performed within garages located on the lot which screen the sight and sound of the activity from neighboring property or from the street. The foregoing restriction shall not be deemed to prevent the ordinary parking of automobiles in garages, carports or driveways. No commercial vehicles shall be parked at any time on or in front of any lot in an area visible from neighboring property or from public view, except as such parking is necessary to make commercial pickups and deliveries.

9. Signs. No sign or other advertising device of any nature whatsoever shall be placed or maintained upon any lot, except neatly painted "For Sale", "For Rent", or "Open For Inspection" and such other signs as may be authorized by the grantor. All signs shall be subject to regulation by the grantor and permitted by zoning. Its written approval must be obtained before any signs, whether or not authorized herein may be erected on any lot. Notwithstanding the foregoing, however, grantor or its designees may erect and maintain upon any lot, or any lots such signs and other advertising devices and permitted by zoning as it may deem necessary in connections with the conduct of its business of development, subdivision, and sale of lots owned by grantor or its designees provided, however, that grantor's rights to conduct such advertising shall expire fifteen (15) years from the date thereof.

10. Nuisances. No noxious, noisesome, or offensive activities shall be carried on upon any lot, nor shall anything be done or kept thereon which may be or become annoyance or nuisance to the owner or occupants of any one or more neighboring lots.

11. Animals. No animals, livestock, poultry, bees, or other insects, except domestic dogs, cats, and household pets in reasonable number (not more than five) shall be kept on any lot. Household pets shall not be kept, bred, or raised for commercial purposes. No animal shall be permitted to run loose unless accompanied by or under the control of the owner.

12. Commercial Activities Prohibited: Lots shall not be used for or in connection with the conduct of any trade, business, profession, or commercial activity of any kind or nature what so ever. No building upon any lot shall be used in the conduct of any real estate business, as any office or otherwise, except that grantor or its designees may subject to zoning requirements, maintain model homes and real estate offices for the purpose of selling lots in this subdivision.

13. Temporary Buildings: Except in connection with the preceding paragraph, no trailer, tent, shack, barn or other outbuilding type structure shall be erected or moved onto any lot either temporarily or permanently. No temporary residence or structure of any kind shall be maintained on any lot, provided, however, grantor may erect and maintain temporary buildings used for construction and administration purposes incidental to the initial construction of improvements and dwelling within the subdivision.

14. Masonry Requirements. Full coverage up to the roof line or lower level coverage on 1 1/2 or 2 level homes (excluding widows and doors) shall be required for brick or natural rock exteriors. The architectural review committee may approve, upon written request, an exception to this provision.

15. Memberships in Homeowner's Association. An owner of any lot within said subdivision shall become a member of the Gilcrease Hills Homeowners Association (hereinafter called "Homeowners Association") by purchasing a lot within said subdivision or any extended areas developed by grantor, and memberships therein shall be thereafter appurtenant to the ownership of said lot. One cannot be transferred without the other. Each and every lot owner shall have an easement to use the facilities of the Homeowners Association, subject, however, to the rules and regulations thereof. Membership in the association shall be subject to assessments for the actual cost of maintenance, repair and upkeep of the common areas of the subdivision which shall include, without limitation, the clubhouse, playground, community street lighting, and the common areas and facilities as designated on the overall development plan of Gilcrease Hills. Annual assessments for maintenance, repair and upkeep shall be a lien upon any lot of any owner in said subdivision, and shall be subject to enforcement as provided in the bylaws of the Association. The articles of incorporation, bylaws and rules and regulations may be examined at the Club House Office of the Gilcrease Hills Homeowners Association, 1919 W. Seminole, Tulsa, Oklahoma 74127.

16. Compliance With Laws. Each owner shall comply with all laws, statutes, ordinances, rules, and regulations of Federal, State or Municipal Governments or authorities applicable to use, zoning, and occupancy or and construction and maintenance of improvements on the lots and any additions thereto.

17 A. Architectural Control - New Construction. No building, residence, fence, wall, or other structure or landscaping shall be commenced, erected, or maintained upon any Lot in the Subdivision, until the building plans specifications showing the nature, kind, shape, height, materials, color, and location of the same shall have been submitted to and approved in writing as to harmony of exterior design and location in respect to surrounding structures and with the general architectural style of existing structures within the subdivision by a New Construction Architectural Review Committee composed of three or more members appointed by the Grantor, its successor or the assignee of its right of appointment of the members of the Committee. The New Construction Architectural Review Committee may require as a condition of giving its approval that such plans and specifications shall comply with such condition as the Committee may in the exercise of its reasonable discretion impose as to the type of building materials to be used or other features or characteristics thereof including the finished ground elevation. Should the Committee fail to approve or disapprove such plans or specifications within thirty (30) days after the same have been submitted to it for review then such plans and specifications shall be deemed to have been approved without further action on the part of the Committee. The New Construction Architectural Review Committee shall have the exclusive right to grant approvals required by the Restrictive Covenants imposed herein and to waive or vary the restrictions in particular aspects whenever in the opinion of the Committee such waiver or variance is in the best interest of the homeowners in the Gilcrease Hills Development.

17 B. Architectural Control - Replacements or Modification. No existing building or structure within the subdivision may be altered, expanded or modified with respect to the exterior thereof until the plans and specification for such proposed alteration, expansion, or modification have been submitted to and approved by the Architectural Control Committee of the Gilcrease Hills Homeowners Association as provided in Article IX, Architectural Control, of the Bylaws of the Gilcrease Hills Homeowners' Association adopted February 9, 1980 and recorded in Book 609 at Page 259 in the office of the County Clerk of Osage County, Oklahoma.

18. Approvals, Variances, and Waivers. The grantor or persons designated by the grantor or Gilcrease Hills Homeowners Association Architectural Review Committee shall have the exclusive right to grant approvals required by the restrictions and to waive or vary the restrictions in particular aspects whenever, in its opinion, such waiver or variance is in the best interest of the owners in the subdivision.

SECTION IV.

ENFORCEMENT, DURATION AND SEVERABILITY

A. ENFORCEMENT. The restrictions herein set forth are covenants to run with the land and shall be binding upon the owners, their successors and assigns and all parties claiming under them. If the undersigned owners, or their successors or assigns, shall violate any of the covenants herein, it shall be lawful for any persons owning any lot situated within the subdivision or the Gilcrease Hills Homeowners Association, to maintain any action at law or in equity against the person or persons violating or attempting to violate any such covenant, to prevent him or them from so doing or to compel compliance with the covenants or to recover damages for such violations or to pursue other legal remedies as appropriate.

B. DURATION AND AMENDMENT. These covenants shall remain in full force and effect until November 1, 2013 and continue thereafter for successive periods of ten (10) years each.

1. Sections I, II, and IV of these covenants and restrictions may be amended during their duration by an instrument signed by owners of not less than seventy five percent (75%) of the lots within the subdivision, with the consent of the Tulsa Metropolitan Area Planning Commission and the City Council of the City of Tulsa, or their successors or assigns, or as otherwise provided by law. Any such amendment must be duly recorded to be effective. For purposes of amendment, the Grantor, or its successors or assigns, may exercise three (3) votes per unimproved lot owned, for a period of time which shall expire at midnight on December 31, 1995.

2. Section III of these covenants and restrictions may be amended during their duration by an instrument signed by owners of not less than seventy five percent (75%) of the lots within the subdivision. Any such amendment must be duly recorded to be effective. For purposes of amendment, the Grantor, or its successors or assigns, may exercise three (3) votes per unimproved lot owned, for a period of time which shall expire at midnight on December 31, 1995.

C. SEVERABILITY

Invalidation of any restriction set forth herein, or any part thereof, by an order, judgment or decree of any court, or otherwise, shall not invalidate or effect any of the other restrictions or any part thereof set forth herein, which shall remain in full force and effect.

IN WITNESS WHEREOF, F.D.H. Properties, INC., an Oklahoma Corporation, has executed this instrument this 13th day of November, 1992.

F.D.H. PROPERTIES, INC.,

SEAL AN OKLAHOMA CORPORATION

ATTEST:

Foy C. Howerton BY: Richard L. Howerton

ITS DULY AUTHORIZED RICHARD L. HOWERTON, PRES.

SECRETARY

Acknowledged November 13th, 1992, by Richard L. Howerton, President, before Marianne Handlan, Notary Public, in and for the COUNTY OF TULSA, STATE OF OKLAHOMA. SEAL My Commission Expires: September 29, 1993.

CERTIFICATE OF SURVEY

I, JEFFREY A. TUTTLE, Surveyor, hereby certify that I have carefully and accurately surveyed, staked and platted the above described tract, and the accompanying plat is a true and correct representation of said survey. Dated this 13th day of November, 1992.

Jeffrey A. Tuttle

JEFFREY A. TUTTLE

REGISTERED PROFESSIONAL ENGINEER

SEAL AND LAND SURVEYOR

Acknowledged November 13th, 1992, by Jeffrey A. Tuttle, Surveyor, before Marianne Handlan, Notary Public, in and for the COUNTY OF TULSA, STATE OF OKLAHOMA. SEAL My Commission Expires: September 29, 1993.

COUNTY TREASURER'S CERTIFICATE

I, Joyce Hathcoat, Treasurer, do hereby certify that I am the duly elected, qualified, and acting County Treasurer of Osage County, Oklahoma, State of Oklahoma; that the tax records of said County, show that all taxes are paid for the year 1992 and prior years on the land shown on the foregoing plat of Oaktree Point Estates, Osage County, Oklahoma; that the required statutory security, if any, has been deposited in the Office of the County Treasurer.

In Witness Whereof, said County Treasurer has caused the instrument to be executed at Pawhuska, Oklahoma, on this 24th day of November, 1992.

Joyce Hathcoat

Joyce Hathcoat, County Treasurer

SEAL Osage County, Oklahoma

RECEIVED NOV 10 1992 RECEIVED NOV 13 1992

TULSA METRO AREA TULSA METRO AREA

PLANNING COMM PLANNING COMM.

FINAL PLAT

CERTIFICATE OF APPROVAL

I hereby certify that this plat was approved by the Tulsa Metropolitan Area Planning Commission on Nov. 4, 1992.

Jay Stump

TMAPC INCOG

This approval is void if this plat is not filed in the Office of the County Clerk on or before: Nov. 4, 1993.

M L Buchert

CITY ENGINEER

APPROVED NOV. 19, 1992 by the Council of the City of Tulsa, Oklahoma.

Robert Nelson

Chairman

M. Susan Savage

Mayor

R L Payne

Attest: City Clerk

Russell Linker

Approved: City Attorney