The GCCA has made the following development CC&R's available to residents of Glen Cove. Please note that the following CC&R's are intended for informational purposes. They were transcribed to the best of our ability, and no errors or omissions shall affect the validity of the original legal document.

ARTICLE II

DEFINITIONS

Unless the context clearly indicates a different meaning, the terms used in this Declaration, the Map, and any grant deed to a Lot shall have the meanings specified in this Article.

2.1 ADDITIONAL PROPERTY: The term "Additional Property" shall mean the real property described on Exhibit "A" attached.

2.2 CITY: The term "City" shall mean the City of Vallejo, County of Solano, State of California.

2.3 COUNTY: The term "County" shall mean the County of Solano, State of California.

2.4 DECLARANT: The term "Declarant" shall mean Warmington American Associates, a California limited partnership. The term "Declarant" shall also mean successors in interest of Declarant, if (i) such successor(s) in interest acquires all or any portion of Declarant's interest in the Project for the purpose of development and/or sale, and (ii) a certificate signed by Declarant has been recorded in the County in which the successor(s) in interest assumes the rights and duties of Declarant to the portion of the Project so acquired. There may be more than one Declarant.

2.5 DECLARATION: The term "Declaration" shall mean this Declaration of Covenants, Conditions and Restrictions of The Shores and any amendments hereto.

2.6 DECLARATION OF ANNEXATION: The term "Declaration of Annexation" shall mean any instrument recorded in the County which annexes all or a portion of the Additional Property or any other property to the Project by imposing the provisions of this Declaration upon such property.

2.7 IMPROVEMENTS: The term "Improvements" shall mean buildings, facilities, streets, driveways, fences, walls and other structures constructed or to be constructed upon property subject to this Declaration which are not owned and maintained by a public or quasi-public entity or agency or a utility company.

2.8 LOT: The term "Lot" shall mean Lots 1 through 76, inclusive, as shown on the subdivision map of Valle Ensenada Unit 1 and all Improvements thereon. The term "Lot" shall also mean those portions of the Additional Property described as Lots in a Declaration of Annexation.

2.9 MAP: The term "Map of Valle Ensenada Unit 1" shall mean the subdivision map recorded on April 10, 1987, in Book 48 of Maps at Page 92, et. seq., in the Official Records of the County. The term "Map" shall include the Map of Valle Ensenada Unit 1 and subsequent to the recording of a Declaration of Annexation, any recorded subdivision map which subdivides all or a portion of the Additional Property subject to such Declaration of Annexation.

2.10 OWNER: The term "Owner" shall mean the holder of record fee title to a Lot, including Declarant as to each Lot owned by Declarant. If more than one person owns a single Lot, the term "Owner" shall mean all owners of that Lot. The term "Owner" shall also mean a contract purchaser (vendee) under an installment land contract but shall exclude any person having an interest in a Lot merely as security for performance of an obligation.

2.11 PROJECT: The term "Project" shall mean Lots 1 through 76, inclusive, as shown on the subdivision map of Valle Ensenada Unit 1 and all Improvements thereon. The term "Project" shall also include any real property described in a Declaration of Annexation.

2.12 RESIDENCE: The term "Residence" Shall mean a dwelling unit designed for human occupancy.

ARTICLE IV

RESTRICTIONS

4.1 ALTERATIONS TO EXTERIORS OF RESIDENCES AND/OR LOTS: Except for construction by Declarant, no Improvement shall be constructed on any Lot without obtaining prior architectural approval in accordance with the provisions of Article V. No alteration or addition may be made to the exterior of any Residence or to or upon any portion of any Lot without obtaining prior architectural approval in accordance with the provisions of Article V. For purposes of this Section, the phrase "alteration or addition" does not include repainting, refinishing, repairing or replacing any Improvement with the same type and color of materials as was originally used by Declarant in the construction of the Improvements.

4.2 LANDSCAPING: Each Owner is responsible for all landscaping located within his Lot. All landscaping in the Project shall be maintained and cared for in a manner consistent with that of other first class residential subdivisions in the City. Landscaping within unenclosed portions of a Lot shall be installed within six (6) months following the issuance of a Certificate of Occupancy for the Residence or a Lot. All landscaping shall be maintained in a neat and orderly condition. Maintenance shall include pruning, mowing, weeding, cleaning of debris and trash, fertilizing and regular watering. Any weeds or diseased or dead lawn, trees, ground cover or shrubbery shall be removed and replaced. All lawn areas shall be neatly mowed and trees and shrubs shall be neatly trimmed. Any landscaping which is removed or altered must be immediately replaced with landscaping of like kind and quality.

4.3 CONFORMITY WITH CITY ORDINANCES: All construction and alterations (excluding landscaping) performed on Lots must comply with the applicable laws of the State of California and the ordinances of the City. If there are conflicts between the two, the most restrictive regulation shall apply.

4.4 USE AND OCCUPANCY OF LOTS AND RESIDENCES: Each Residence shall be used solely for residential purposes. No other use is allowed except as specifically permitted by local ordinance. No Residence shall be permanently occupied by any more than two (2) persons per bedroom. No Owner may permit or cause anything to be done or kept upon, in or about his Lot which might obstruct or interfere with the rights of other Owners or which would be noxious, harmful or unreasonably offensive to other Owners. Each Owner shall comply with all of the requirements of all governmental authorities, federal, state or local, and all laws, ordinances, rules and regulations applicable to his Lot and Residence.

4.5 ANIMALS: An Owner may keep two (2) dogs, cats or other customarily uncaged household pets within his Lot. Each Owner may also maintain a reasonable number of small caged animals, birds or fish.

4.6 PARKING: Vehicles shall not be parked anywhere in the Project except wholly within garages, upon driveways and upon public streets. No boat, trailer, vehicle or any inoperable vehicle shall be parked or stored on any public street or upon the driveway of any Lot. Recreational vehicles may be parked within sideyards of Lots if the sideyard has been enclosed so as to screen the vehicle from view from the street and neighboring Lots. Garage doors shall remain closed, except when the garage is in use. As long as applicable ordinances and laws are observed, the Board may cause the removal of any vehicle which is in violation of this Declaration.

4.7 SIGNS: All signs displayed in the Project shall be attractive and compatible with the design of the Project and shall comply with all applicable local ordinances. The only signs of any kind which may be displayed to the public view on or from any Lot in the Project shall be as follows:

4.7.1 One (1) sign of reasonable dimensions may be placed on a Lot advertising the Lot for sale or rent;

4.7.2 Signs may be displayed by Declarant on unsold Lots, as Declarant deems appropriate, advertising Lots owned by Declarant for sale or rent;

4.7.3 Appropriate signs may be displayed to identify the Project; and

4.7.4 Signs required by legal proceedings may be displayed.

4.8 STORAGE OF WASTE MATERIALS: All garbage, trash and accumulated waste material shall be placed in appropriate covered trash containers which may be placed or where visible from the street or a neighboring Lot only on the day of the week that pick-up is to occur.

4.9 ANTENNAS: Except for those erected or constructed by Declarant or installed by a licensed public or quasi-public utility or cable franchise, no outside television antenna, microwave or satellite dish, aerial or radio tower or any other such device shall be erected, constructed or placed on any Lot.

4.10 FENCES: Except as installed by Declarant or approved by the Architectural Committee, no fence, hedge or wall shall be erected or maintained on any Lot.

4.11 BASKETBALL STANDARDS: Unless approved by the Architectural Committee, no basketball standards or fixed sports apparatus shall be attached to any Residence or Garage.

4.12 RESTRICTION ON BUSINESS: No business of any kind shall be established, maintained, operated, permitted or constructed in any portion of the Project, except as may be permitted by local ordinance.

4.13 MINERAL EXPLORATION: No Lot shall be used to explore for or to remove any water, oil, hydrocarbons or minerals of any kind.

4.14 MACHINERY AND EQUIPMENT: No machinery or equipment of any kind shall be maintained or operated upon any Lot except as is customary and necessary in connection with approved construction.

4.15 NUISANCES: No noxious or offensive activity shall be carried on upon any Lot, nor shall anything be done thereon which may be or may become an annoyance or nuisance to the neighborhood.

4.16 TEMPORARY STRUCTURES: No structure of a temporary character, trailer, mobile home, basement, tent, shack, garage, barn or other outbuilding shall be used on any Lot at any time as a residence either temporarily or permanently.

4.17 CAR REPAIRS: Except for emergency service, no vehicle repairs shall be performed on public streets or in driveways of Lots.

4.18 WINDOW COVERINGS: All drapes, window shades and other window coverings shall appear from the exterior of the Residence to be white, off-white or a neutral color.

ARTICLE V

ARCHITECTURAL CONTROL

5.1 ARCHITECTURAL COMMITTEE: All architectural review shall be performed by an Architectural Committee of three (3) persons. The initial members of the Architectural Committee shall be John Costello, Tom Sanborn, and Robin Hunt, whose addresses are 4 Crow Canyon Court, San Ramon, CA 94583. If a member of the Committee resigns, the vacancy shall be filled by the remaining members. Upon the sale of the last Lot in the Project to be sold by Declarant, all of the initial members of the Architectural Committee who have not yet resigned will automatically be deemed to have resigned. If all members of the Architectural Committee resign simultaneously, then the new members shall be elected by the Owners. There shall be only one (1) vote cast for each Lot in the Project. The Architectural Committee is not intended to be an "association" as that term is defined in Section 1351(a) of the California Civil Code and the committee shall have no power to levy assessments as described in Section 1366(a) of the California Civil Code. The Architectural Committee shall act in accordance with the provisions of this Article.

5.2 APPLICABILITY: Any Owner, except Declarant, who wishes to construct any Improvement on his Lot or to make any alteration or addition which will affect the exterior of his Residence or Lot (excluding landscaping) is required to obtain the approval of the Architectural Committee pursuant to this Article prior to making any such alteration or addition. For purposes of this Section, the phrase "alteration or addition" does not include repainting, refinishing, repairing or replacing any Improvement with the same type and color of materials as was originally used by Declarant in the construction of the Improvements. Any Owner who makes an alteration or addition for which approval is required without the prior approval of the Architectural Committee shall be deemed to be in violation of this Declaration; and the Architectural Committee, upon its own motion, shall proceed as though the Owner gave the notice of completion as specified in Section 5.9. Nothing in this Article shall be deemed to relieve any Owner from obtaining all consents and permits and otherwise complying with all applicable State and County laws and ordinances.

5.3 DUTIES: The Architectural Committee shall consider and act upon proposals and/or plans submitted pursuant to this Article. The Architectural Committee, from time to time and in its sole discretion, may adopt architectural rules, regulations and guidelines ("Architectural Standards"). The Architectural Standards shall interpret and implement the provisions of this Declaration by setting forth the standards and procedures for architectural review and guidelines for architectural design, placement of buildings, color schemes, exterior finishes and materials and similar features which may be used in the Project; provided, however, that the Architectural Standards shall not be in derogation of the minimum standards established by this Declaration. The Architectural Committee's jurisdiction shall extend only to matters of visual appearance and aesthetics.

5.4 APPLICATION FOR APPROVAL OF IMPROVEMENTS: Any Owner, except Declarant and its designated agents, who wants to perform any alteration or addition for which approval is required shall notify the Architectural Committee in writing of the nature of the proposed work and shall furnish such information as may be required by the Architectural Standards or reasonably requested by the Architectural Committee.

5.5 BASIS FOR APPROVAL OF IMPROVEMENTS: The Architectural Committee may approve the proposal only if the Architectural Committee finds that the plans and specifications conform to this Declaration and to the Architectural Standards in effect at the time the proposal was submitted.

5.6 FORM OF APPROVALS AND DENIALS: All approvals and denials shall be in writing. Any denial of a proposal must state the reasons for the decision to be valid. Any proposal which has not been rejected in writing within forty-five (45) days from the date of submission shall be deemed approved.

5.7 PROCEEDING WITH WORK: Upon approval of the Architectural Committee, the Owner shall diligently proceed with the commencement and completion of all work so approved. Work must be commenced within six (6) months from the date of the approval. If the Owner fails to comply with the provisions of this Section, the approval given shall be deemed revoked unless the Architectural Committee extends the time for commencement. Any request for an extension shall be in writing. No extension shall be granted unless the Architectural Committee finds that there has been no change in the circumstances under which the original approval was granted.

5.8 FAILURE TO COMPLETE WORK: Completion of the work approved must occur in the twelve (12) month period following the approval of the work unless the Architectural Committee determines that completion is impossible or would result in great hardship to the Owner due to strikes, fires, national emergencies, natural calamities or other supervening forces beyond the control of the Owner or his agents. If the Owner fails to complete the work within the one (1) year period, the Architectural Committee shall proceed in accordance with the provisions of Section 5.9, below.

5.9 DETERMINATION OF COMPLIANCE: Any work performed, whether or not the Owner obtained proper approvals, shall be inspected and a determination of compliance shall be made as follows:

5.9.1 Upon the completion of any work performed by an Owner for which approval was required, the Owner shall give written notice of completion to the Architectural Committee. If the Owner fails to give the notice of completion of work performed for which approval was required, the Architectural Committee may proceed upon its own motion.

5.9.2 Within sixty (60) days thereafter, the Architectural Committee shall inspect the work performed and determine whether the Improvement visually appears to be substantially the same as the Improvement depicted on the approved plans. If the Architectural Committee does not so find, or if the Architectural Committee finds that the approval required was not obtained, the Architectural Committee shall notify the Owner in writing of the non-compliance.

5.10 FAILURE TO REMEDY THE NON-COMPLIANCE: If the Owner fails to remedy the non-compliance, then after the expiration of thirty (30) days from the date of such notification, the Architectural Committee shall have the right to proceed in accordance with Section 7.2.

5.11 WAIVER: Approval of any plans, drawings or specifications for any work proposed, or for any other matter requiring approval shall not be deemed to constitute a waiver of any right to deny approval of any similar plan, drawing, specification or matter subsequently submitted for approval.

5.12 ESTOPPEL CERTIFICATE: Within thirty (30) days after written demand is delivered to the Architectural Committee by any Owner, and upon payment of recording fees, the Architectural Committee shall record an estoppel certificate, executed by any two (2) members of the Architectural Committee, certifying that as of the date thereof, either: (a) the work completed was performed in compliance with the provisions of this Declaration or (b) the work completed was not performed in compliance with the provisions of this Declaration. In the latter situation, the certificate shall also identify the particulars of the non-compliance. Any successor in interest of the Owner shall be entitled to rely on the certificate with respect to the matters set forth. The certificate shall be conclusive as between the Architectural Committee, Declarant and all Owners and such persons deriving any interest through any of them.

5.13 LIABILITY: If members of the Architectural Committee have acted in good faith on the basis of such information possessed by them, the Architectural Committee shall not be liable to any Owner for any damage, loss or prejudice suffered or claimed due to: (a) the approval or disapproval of any plans, drawings and specifications, whether or not defective; (b) the construction or performance of any work, whether or not pursuant to approved plans, drawings, and specifications; (c) the development of any property within the Project; or (d) the execution and filing of any estoppel certificate, whether or not the facts therein are correct.

5.14 NON-APPLICABILITY TO DECLARANT: Declarant shall be exempt from the requirements of obtaining architectural approval from the Architectural Committee with respect to Lots owned by Declarant; however, Declarant shall comply with all other provisions of this Declaration.

ARTICLE VI

DEVELOPMENT RIGHTS

6.1 LIMITATIONS OF RESTRICTIONS: Declarant is developing Lots and other Improvements within the Project. The completion of the development work and the marketing and sale, rental and other disposition of the Lots is essential to the establishment and welfare of the Project as a residential community. In order that the work may be completed and the Project be established as a fully occupied residential community as rapidly as possible, nothing in this Declaration shall be interpreted to deny Declarant the rights set forth in this Declaration.

6.2 RIGHTS OF ACCESS AND COMPLETION OF CONSTRUCTION: Until the fifth (5th) anniversary of the date of recordation of this Declaration, Declarant, its contractors and subcontractors shall have the right to:

6.2.1 Obtain reasonable access over and across the Project and/or do within any Lot owned by it whatever is reasonably necessary or advisable in connection with the completion of the Project; and

6.2.2 Erect, construct and maintain on any portion of the Project such structures as may be reasonably necessary for the conduct of its business to complete the work, establish the Project as a residential community and dispose of the Project in parcels by sale, lease or otherwise.

6.3 MARKETING RIGHTS: Declarant shall have the right to: (1) maintain model homes, sales offices, storage areas and related facilities in any unsold Lots within the Project as are necessary or reasonable, in the opinion of Declarant, for the sale or disposition of the Lots and/or Residences; and/or (2) conduct its business of disposing of Lots by sale, lease or otherwise.

6.4 AMENDMENT: The provisions of this Article may not be amended without the consent of Declarant until five (5) years after the date of recordation of this Declaration or until Declarant no longer owns any Lot in the Project, whichever first occurs.

ARTICLE VII

AMENDMENT AND ENFORCEMENT

7.1 AMENDMENTS: Prior to the conveyance of the first Lot, this Declaration may be amended by Declarant alone. After the conveyance of the first Lot, this Declaration may be amended upon the vote or written consent of fifty-one percent (51%) of the Owners based on one (1) vote for each Lot; provided however, that while Declarant still owns a Lot in the Project, no amendment shall be valid without the consent of Declarant. Any amendment shall be effective upon the recordation in the Official Records of the County of an instrument executed by any two (2) Owners which (i) sets forth the terms of the amendment and (ii) states that at least fifty-one percent (51%) of the Owners approved the amendment and if Declarant still owns a Lot in the Project, states that Declarant approved the amendment.

7.2 ENFORCEMENT AND NON-WAIVER:

7.2.1 Right of Enforcement: The Architectural Committee and/or any Owner shall have the power to enforce the provisions of this Declaration in any manner provided by law or in equity and in any manner provided in this Declaration. The provisions of this Declaration shall be equitable servitudes, enforceable by any Owner and/or the Architectural Committee against any other Owner, tenant or occupant of the Project. Except as otherwise provided, Declarant, the Architectural Committee or any Owner(s) shall have the right to enforce, in any manner permitted by law or in equity, any and all of the provisions of this Declaration, including any decision made by the Architectural Committee upon the Owners, the Architectural Committee or upon any property in the Project.

7.2.2 Violation of Law: Any violation of any state, municipal or local law, ordinance or regulation pertaining to the ownership, occupation or use of any property within the Project is hereby declared to be a violation of this Declaration and is subject to any or all of the enforcement procedures herein set forth.

7.2.3 Remedies Cumulative: Each remedy provided by this Declaration is cumulative and not exclusive.

7.2.4 Nonwaiver:The failure to enforce the provisions of any covenant, condition or restriction contained in this Declaration shall not constitute a waiver of any right to enforce any such provisions or any other provisions of this Declaration.

ARTICLE VIII

ANNEXATION

8.1 RESTRICTION ON ANNEXATION: Property may be added to the Project by annexation only in accordance with the provisions of this Article.

8.2 PROPERTY WHICH MAY BE ANNEXED; APPROVAL OF MEMBERS: All or any portion of the Additional Property may be added to the Project at any time without the approval of any other Owner. Property other than the Additional Property may be annexed to the Project only with the vote or written consent of fifty-one percent (51%) of the Owners.

8.3 PROCEDURE FOR ANNEXATION: A final subdivision map(s) or final parcel map(s), and a Declaration of Annexation for the property to be annexed must be recorded. The Declaration of Annexation shall describe the portion of the Additional Property to be annexed and specify that all of the covenants, conditions and restrictions of this Declaration shall apply to the annexed Additional Property in the same manner as if it were originally covered by this Declaration. The Declaration of Annexation may also impose any additional covenants, conditions and restrictions on the Additional Property that are necessary to include the property in the Project and to reflect differences in nature, if any, of the Improvements to be constructed on the Additional Property. No Declaration of Annexation shall alter or change the general common plan or scheme created by this Declaration nor shall it affect the provisions hereof as covenants running with the land or as equitable servitudes.

8.4 EFFECT OF ANNEXATION: After complying with the procedures for annexation and upon the conveyance of the first Lot in the annexed Phase to an Owner, Owners of Lots in the annexed Phase shall be subject to this Declaration.

8.5 DEANNEXATION: Declarant has the right, at its sole option, to remove from the Project any property described in a recorded Declaration of Annexation by recording a rescission of the Declaration of Annexation at any time if Declarant owns all of the property described in the Declaration of Annexation.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1 TERM OF DECLARATION: This Declaration shall continue for a term of thirty-five (35) years from its date of recordation. Thereafter, this Declaration shall be automatically extended for successive periods of five (5) years until a vote of fifty-one percent of the Owners (based on one (1) vote for each Lot) determines that this Declaration shall terminate.

9.2 CONSTRUCTION OF PROVISIONS: The provisions of this Declaration shall be liberally construed to effect its purpose of creating a uniform plan for the development and operation of a planned residential development.

9.3 BINDING: This Declaration shall be for the benefit of and be binding upon all Owners, their respective heirs, legatees, devisees, executors, administrators, guardians, conservators, successors, purchasers, tenants, encumbrances, donees, grantees, mortgagees, lienors and assigns.

9.4 SEVERABILITY OF PROVISIONS: The provisions hereof shall be deemed independent and severable, and the invalidity or unenforceability of any one provision shall not affect the validity or enforceability of any other provision hereof.

9.5 GENDER, NUMBER AND CAPTIONS: As used herein, the singular shall include the plural and masculine pronouns shall include feminine pronouns, where appropriate. The title and captions of each paragraph hereof are not a part thereof and shall not affect the construction or interpretation of any part hereof.

9.6 MORTGAGE PROTECTION: A breach of any of the conditions contained in this Declaration shall not defeat or render invalid the lien of any First Mortgage made in good faith and for value as to any Lot in the Project; provided however that the conditions contained in this Declaration shall be binding upon and effective against any Owner of a Lot if the Lot is acquired by foreclosure, trustee's sale or otherwise.

IN WITNESS WHEREOF, the undersigned has executed this Declaration on the date first above written.

DECLARANT: WARMINGTON AMERICAN ASSOCIATES,
a California limited partnership

By: Warmington Homes, a
California Corporation

By:_________________________
Its Duly Authorized Agent
David M Ryan, President
Northern California Division

8.3 PROCEDURE FOR ANNEXATION: A final subdivision map(s) or final parcel map(s), and a Declaration of Annexation for the property to be annexed must be recorded. The Declaration of Annexation shall describe the portion of the Additional Property to be annexed and specify that all of the covenants, conditions and restrictions of this Declaration shall apply to the annexed Additional Property in the same manner as if it were originally covered by this Declaration. The Declaration of Annexation may also impose any additional covenants, conditions and restrictions on the Additional Property that are necessary to include the property in the Project and to reflect differences in nature, if any, of the Improvements to be constructed on the Additional Property. No Declaration of Annexation shall alter or change the general common plan or scheme created by this Declaration nor shall it affect the provisions hereof as covenants running with the land or as equitable servitudes.

8.4 EFFECT OF ANNEXATION: After complying with the procedures for annexation and upon the conveyance of the first Lot in the annexed Phase to an Owner, Owners of Lots in the annexed Phase shall be subject to this Declaration.

8.5 DEANNEXATION: Declarant has the right, at its sole option, to remove from the Project any property described in a recorded Declaration of Annexation by recording a rescission of the Declaration of Annexation at any time if Declarant owns all of the property described in the Declaration of Annexation.