TABLE OF CONTENTS

1. Purpose
    1.1 Name and Address
    1.2 Land

2. Definitions
    2.1 Association
    2.2 Combined Unit
    2.3 Common Expenses
    2.4 Common Expenses and Common Surpluses
    2.5 Condominium
    2.6 Condominium Instruments
    2.7 End Unit
    2.8 Expandable Condominium
    2.9 Limited Common Elements
    2.10 Majority or Majority of Unit Owners
    2.11 Mortgagee
    2.12 Person
    2.13 Property
    2.14 Unit
    2.15 Unit Number
    2.16 Unit Owner

3. General Description – Units
    3.1 Improvements
    3.2 Units
    3.3 Unit Boundaries
    3.4 Identification of Units
    3.5 Garages
    3.6 Garages - Boundaries
    3.7 Garages – Restriction on Transferability
    3.8 Garages – Percentage of Ownership
    3.9 Detached Garages – Option to Construct
    3.10 Entryway

4. General Description - Common Elements
    4.1 Common Elements
    4.2 Limited Common Elements
    4.3 Parking Spaces
    4.4 Contracts with other Associations or other entities

5. Percentage of Ownership in Common Elements

6. Association - Voting Rights

7. Residential Purpose

8. Service of Process

9. Destruction and Reconstruction
    9.1 Full Insurance Coverage
    9.2 Insufficient Insurance Proceeds – Repair
    9.3 Insufficient Insurance Proceeds – Partition

10. Maintenance
    10.1 By the Association
    10.2 By the Unit Owner

11. Expanding Condominium

12. Liability for Common Expenses of Limited Common Expenses

13. Waiver of Damages

14. Alterations Within Units

15. Increases and Decreases in Size and Number of Units

16. Easements

17. Amendments

18. Interpretation of Declaration

19. Severability

DECLARATION
OF
RIVER MILL CONDOMINIUM OWNERS, INC.

This Declaration is made pursuant to the Condominium Ownership Act of the State of Wisconsin by Paine-Eisch Development Corporation, a Wisconsin corporation, Declarant.

1. PURPOSE The purpose of this Declaration is to submit the lands described in exhibit "A" which is attached hereto and made a part hereof by reference, and the building and improvements to be erected thereon to the condominium form of ownership and use in the manner provided by Chapter 703 of the Wisconsin Statutes, herein called the Condominium Ownership Act.

1.1 NAME AND ADDRESS The name by which this condominium is to be identified is River Mill Condominium and its address is: 1545 Arboretum Drive Oshkosh, Wisconsin, 54901.

1.2 LAND The lands owned by Declarant which are hereby submitted to the condominium form of ownership are the lands described in said exhibit "A" attached hereto.

2. DEFINITIONS The terms used herein and in the By-Laws shall have the meanings stated in the Condominium Ownership Act unless otherwise defined or unless the context otherwise requires,

2.1 ASSOCIATION means all of a condominium’s unit owners acting as a group through a non-stock, non-profit corporation in accordance with its by-laws and declaration,

2.2 COMBINED UNIT means a combination of units intended for any type of independent use, where two or more units are combined so as to make one self-sufficient living area.

2.3 COMMON ELEMENTS mean all of a condominium except its units.

2.4 COMMON EXPENSES AND COMMON SURPLUSES mean the expenses and surpluses of an association.

2.5 CONDOMINIUM means property subject to a condominium declaration established under the Condominium Ownership Act

2.6 CONDOMINIUM INSTRUMENTS mean the declaration, plats and plans of a condominium together with any attached exhibits or schedules.

2.7 END UNIT means a unit not self-sufficient unto itself and must at all times be attached to another unit. End units are numbered 218, 235, 318, 335, 410, 435.

2.8 EXPANDABLE CONDOMINIUM means a condominium to which additional property or units or both may be added in accordance with the provisions of a declaration and the Condominium Ownership Act.

2.9 LIMITED COMMON ELEMENTS mean those common elements identified in a declaration or on a condominium plat as reserved for the exclusive use of one or more but less than all of the unit owners.

2.10 MAJORITY or MAJORITY OF UNIT OWNERS mean the condominium unit owners with more than 50% of the votes assigned to the units in the condominium declaration.

2.11 MORTGAGEE means the holder of any recorded mortgage encumbering one or more units or a land contract vendor.

2.12 PERSON means an individual, corporation, partnership, association, trustee or other legal entity.

2.13 PROPERTY means unimproved land, land together with improvements on it or improvements without the underlying land. Property may consist of noncontiguous parcels or improvements.

2.14 UNIT means a part of a condominium intended for any type of independent use, including one or more cubicles of air in a bunding. A unit lay includes two or more non-contiguous areas. A unit shall also include any garage transferred to the owner of a unit.

2.15 UNIT NUMBER means the number, letter or combination thereof, identifying a unit in a declaration.

2.16 UNIT OWNER means a person, combination of persons, partnership or corporation who holds legal title to a condominium unit or has equitable ownership as a land contract vendee.

3. GENERAL DESCRIPTION – UNITS

3.1 IMPROVEMENTS This Condominium will consist of one building as shown on the attached exhibit "B". The building will contain 137 units, 32 units located on the first floor and 35 units located on the second floor, 35 units on the third floor and 35 units located on the fourth floor. Each said unit (except as hereinafter noted) can be a self-sufficient unit, however, it is anticipated that prior to completion of the construction of the interior portion of the unit that two, three or more units will be combined and the improvements within the units will be such that said combination of two, three or more units will be utilized as one living unit. End units are not, and shall not be, self-sufficient units and can only be utilized in connection with their attachment to an adjacent unit. Each unit is numbered as set forth in exhibits "B" and "C"

Two elevators so as to service second, third and fourth floors are located approximately in the center of the building as shown on exhibit "C’.

3.2 UNITS Each unit may contain one or more bedrooms (depending on the number of units combined in any particular case to form one combined unit) dining room, living room, kitchen and one or more baths. A unit may include a mezzanine area not exceeding 1/3 of the square footage of the main floor of the unit. A patio option is available for units 110, 112, 115, 116, 117, 118, 121 and 122. Each owner of a patio is allowed a further option of having same improved by having it enclosed by screens and/or glass, providing such improvements conform strictly to plans and specifications approved in writing by the Association. The size of the patio is shown on exhibit "C".

In the event a garage(s) is conveyed along with a unit, said garage(s) shall become a part of said unit. The garages are shown on exhibit "B".

3.3 UNIT BOUNDARIES Each unit shall include that part of the building containing the unit that lies within the boundaries of the unit, which boundaries are as follows:

(A) Upper and lower boundaries The upper and lower boundaries of the unit shall be the following boundaries extended to an intersection with the perimetrical boundaries:

(i) Upper boundaries - the horizontal plane of the undecorated finished ceiling; in certain areas the ceiling will be boxed-in between beams and the undecorated finished portion thereof shall be considered the ceiling.

(ii) Lower boundaries - the horizontal plane of the undecorated finished floor,

(B) Perimetrical boundaries The perimetrical boundaries of the unit shall be the vertical planes of the undecorated finished interior of the walls bounding the unit extended to intersections with each other and the upper and lower boundaries. Such boundaries shall be deemed to include the windows, window frames, doors and door frames of the unit.

3.4 IDENTIFICATION OF UNITS Each unit is identified with a number as shown on exhibits "B" and "C", which identification is also the post office number for each unit when added to the post office address of the condominium building, to wit: 1545 Arboretum Drive.

3.5 GARAGES Garages as shown exhibit "B" are available and are numbered as shown on exhibit "B". In the event the conveyance of a unit includes a garage, said conveyance shall specifically identify the garage(s).

3.6 GARAGES - BOUNDARIES Each garage shall include that part of the building containing the garage that lies within the boundaries of the garage which boundaries are as follows:

(A) Upper and lower boundaries The upper and lower boundaries of the garage shall be the following boundaries extended to an intersection with the perimetrical boundaries: (i) Upper boundaries - the horizontal plane of the undecorated finished ceiling. (ii) Lower boundaries - the horizontal plane of the undecorated finished floor.

(B) Perimetrical boundaries The perimetrical boundaries of the unit shall be the vertical planes of the undecorated finished interior of the walls bounding the garage extended to intersections with each other and the upper and lower boundaries. Such boundaries shall be deemed to include the windows, window frames, doors and door frames of the garage.

3.7 GARAGES – RESTRICTION ON TRANSFERABILITY The ownership interest in a garage is not and shall not be separately transferable, except if the transferee is a unit owner.

3.8 GARAGES - PERCENTAGE OF OWNERSHIP Each such garage shall, for the purpose of establishing the percentage of ownership in the common elements, be assigned a square footage of 60, which square footage shall be added to the square footage assigned to the unit so an to determine the said percentage of ownership.

3.9 DETACHED GARAGES - OPTION TO CONSTRUCT Declarant reserves the right to construct free-standing detached garages as shown on exhibit "B" and as may be shown in documents expanding this condominium. Such garages are identified as optional garages and occupy parking spaces 52 through 66 and parking spaces 67 through 88. Declarant shall have the right to construct either or both of such garages, in phases.

Each such single vehicle garage shall, for the purpose of establishing the percentage of ownership in the common elements, be assigned a square footage of 60, which square footage shall be added to the square footage assigned to the unit so as to determine the said percentage of ownership; each such double garage shall be assigned a square footage of 120 for such purpose.

The ownership interest in such detached garage is not and shall not be separately transferable, except if the transferee is a unit owner.

In the event such garages are not so erected within ten (10) years from the date of recording this Declaration (or within ten (10) years of the recording of an amendment expanding this condominium showing such detached garages) and until such time as they may be constructed, said area shall be considered part of the common elements of the condominium.

3.10 ENTRYWAY Each combined unit (and each unit if not a part of a combined unit) shall have an entryway which shall have a depth of 5’2" and a maximum width of 6 feet and a minimum width of 5 feet. The entryway, although a part of the unit, shall be subject to all rules, regulations and treatment as if it was a limited common element for the unit it serves.

4. GENERAL DESCRIPTION – COMMON ELEMENTS

4.1 COMMON ELEMENTS The common elements include the land and all other parts of the condominium not within the individual units and garage units. All common elements shall be available for use by all unit owners without discrimination. Such use shall be without charge except where specifically authorized by this Declaration.

4.2 LIMITED COMMON ELEMENTS The patio adjacent to those units where allowed, is a limited common element. The unit’s required entryway shall be treated as if it was a limited common element for the unit it serves.

4.3 PARKING SPACES Vehicular parking spaces are located as shown on exhibit "B" and are identified as shown in said exhibit. The Condominium Association is empowered to assign to an individual unit a specific parking space which would thereafter constitute a limited common element as defined herein and which would thereafter be appurtenant to such unit except the Association shall have the right to substitute another parking space or garage for said assigned space. One open vehicular parking space shall either be assigned or reserved for each unit, except if a garage unit is appurtenant to the individual unit. All open vehicular parking spaces not so assigned or reserved shall be available to the Association for rental or such other use as the Association shall from time to time so determine.

4.4 CONTRACTS WITH OTHER ASSOCIATIONS OR OTHER ENTITIES The Association shall have the right to enter into contracts with such other condominium associations or other entities allowing such other associations, its members, successors and assigns and allowing such other entities and their members, successors and assigns to use the tennis courts on such fee arrangements as the Association may from time to time determine.

The Association shall have the right to enter into contracts with such other condominiums associations or other entities pertaining to the construction of a proposed swimming pool granting easements to such other associations or entities and accepting easements from such other condominium associations and entities for the purpose of constructing jointly or separately a swimming pool located within the area set forth for a proposed swimming pool on said exhibit "B" and entering into appropriate contracts for the payment thereof and the payment of the maintenance thereof and/or usage fees as the Association may from time to time determine.

5. PERCENTAGE OF OWNERSHIP IN COMMON ELEMENTS Each unit owner shall own an undivided percentage interest in the common elements as a tenant in common with all other unit owners and, except as otherwise limited in this Declaration shall have the right to use and occupy the common elements for all purposes incident to the use and occupancy of his unit as a place of residence, and such other incidental uses permitted by this Declaration, which rights shall be appurtenant to and run with his unit. The percentage interest appurtenant to each unit is as follows:

For the purposes of establishing the percentage of ownership in common elements, each unit shall be assigned 800 square feet notwithstanding such unit may in fact have either more or less than said 200 square feet and the ‘end units" shall be considered to have 400 square feet notwithstanding such units have less than said 400 square feet. The square footage assumed includes the square footage of the allowed mezzanine. A single garage shall be assigned 60 square feet and a double garage shall be considered as two single garages.

The percentage of ownership shall not be changed except as provided in Paragraph 11 pertaining to expanding condominiums.

6. ASSOCIATION – VOTING RIGHTS The operation of the condominium shall be by The River Mill Association of Condominium Owners Inc. (herein referred to as the Association) . A corporation not for profit under the laws of Wisconsin, which shall fulfill its functions pursuant to its Articles of Incorporation and By-Laws. Each unit owner shall be entitled to one vote which is appurtenant to each unit. In the event of multiple owners of one unit, the one vote appurtenant to such unit shall not be split.

For the purposes of this paragraph, a unit shall be defined as a self—sufficient living area. For example if three of the units as described herein for legal purposes are owned by the same owner, and same constitutes one living area, said owner shall be entitled to one vote in the Association. In the event of multiple owners of such a voting unit, the one vote appurtenant to such unit shall not be split.

7. RESIDENTIAL PURPOSE The building and the units therein contained are intended for and restricted exclusively to residential use as governed by the terms and conditions contained herein and the By-Laws of the Association

Notwithstanding the above, during the period in which sales of units by the Declarant are in process, the Declarant may occupy or grant permission to any person or entity to occupy, with or without rental, as determined by the Declarant one or more units for business or promotional purposes, including, but not limited to clerical activities, sales offices, model units for display and the like; provided that the activities in the units so occupied do not interfere with the quiet enjoyment of any other owner or occupant.

In addition, the Association may elect to make one or more units available as a combined living area to an Association manager to perform such functions as said Association may determine from time to time.

8. SERVICE OF PROCESS Service of process shall be made upon Paine-Eisch Development Corporation, a Wisconsin corporation, at 1775 Maricopa Drive, Oshkosh, Wisconsin, 54901, until such time as the Board of Directors of the Association designates a successor or changes its address.

9. DESTRUCTION AND RECONSTRUCTION

9.1 FULL INSURANCE COVERAGE. In the event of a partial or total destruction of condominium property (either a unit or units or common elements) which damages are fully covered by insurance, it shall be rebuilt and repaired as soon as practicable and substantially to the same design plan and specifications as originally built, unless within 90 days of the date of the damage or destruction, all unit owners agree not to rebuild or repair. On reconstruction, the design, plan and specifications of any building or unit may vary from that of the original upon approval of the Association provided, however, that the number of square feet or any unit may not vary by more than 5% from the number of square feet for such unit as originally constructed, and the location of the building shall be substantially the same as prior to damage or destruction. The proceeds of all insurance collected for such damage or destruction shall be available to the Association for the purpose of repair or reconstruction as provided herein.

9.2 INSUFFICIENT INSURANCE PROCEEDS - REPAIR In the event of a partial or total destruction of condominium property (either a unit or units or common elements) the Association shall promptly undertake to repair or reconstruct it to a condition compatible with the remainder of the condominium, subject to the provisions of Paragraph 9.3. All cost of the repair or reconstruction in excess of available insurance proceeds shall be a common expense.

9.3 INSUFFICIENT INSURANCE PROCEEDS PARTITION In the event of a partial or total destruction of condominium property (either a unit or units or common elements) where the damages exceed the available insurance proceeds, the condominium shall be subject to an action for partition upon obtaining the written consent of the unit owners having 75% or more of the votes, providing such action is taken within 30 days after written notice to all unit owners of it being determined that the damages exceed the available insurance proceeds.

10. MAINTENANCE

10.1 BY THE ASSOCIATION The Association shall maintain, repair and replace at its expense,

(A) All portions of the common elements, including but not limited to the outside walls of the building containing the units, fixtures on the exterior thereof, boundary walls of units, floor and ceiling slabs. Load-bearing columns and load-bearing walls; (interior surface, of a unit are not common elements and such interior surfaces are not the responsibility of the Association); excepting, however, the patios/balconies.

(B) All conduits, ducts, plumbing, wiring and other facilities for the furnishing of utility services which are contained in the common elements (except such maintenance, repair and replacement required by the negligence of a user of a unit and except as set forth below); and all such facilities contained within a unit which service part or parts of the condominium other than the unit within which contained.

(C) All incidental damage caused to a unit by such work shall be promptly repaired at the expense of the Association.

10.2. BY THE UNIT OWNER The responsibility or the unit owner shall be as follows:

(A) To maintain, repair and replace at his expense his patio and all portions of his unit, except the portions to be maintained, repaired and replaced by the Association. Such shall be done without disturbing the rights of other unit owners.

(B) To maintain, repair and replace at his expense all interior walls; all heating equipment: electrical fixtures. switches and outlets; flowage in all plumbing pipes; and all appliances and fixtures located in his unit.

(C) Not to paint or otherwise decorate or change the appearance of any portion of the exterior of the building

(D) To promptly report to the Association any defects or needs for repairs, the responsibility for the remedying of which is that of the Association.

11. EXPANDING CONDOMINIUM The Declarant hereby reserves the right to expand this condominium by subjecting additional property to the Condominium Declaration in such a manner that as the additional property is subjected to the Condominium Declaration, the percentage of undivided interests in the common elements of the preceding and new property shall be reallocated between the unit owners on the basis of the aggregate undivided interest in the common elements pertaining to the property. The parcel of property which may be added to the condominium is set forth in exhibit "D" and the description of such parcel is shown therein. The number of units which may be added shall not exceed none; the purpose of the expansion is to add area for additional detached garages and also additional recreational and/or parking facilities or other common elements. The percentage interests in the common elements, the liabilities for common expenses and the rights to common surpluses that each unit owner will have following the expansion of the condominium shall be computed as follows: by assigning to each unit a numerator equal to the square footage assigned to said unit as hereinabove set forth plus an additional 60 square feet for any garage which is attached to said unit and using as the denominator a number equal to the total of the square footage of all of the units based on the assigned square footages hereinabove set forth, plus an additional 60 square feet for each garage.

Following such expansion, each unit owner shall be entitled to one vote at meetings of the Association as set forth in Paragraph 6 above. Declarant’s reservation of the right to expand the condominium shall exist for a period not exceeding ten (10) years from the date of the recording of this Declaration. Said additional property or portions thereof may be added in such phases as the Declarant may determine from time to time. The enlargement of the condominium is at the sole discretion of the Declarant and there is no obligation or commitment on the part of the Declarant to add any property or construct additional units. Furthermore, Declarant reserves the right to construct condominiums upon such expandable area not as an extension of this condominium but as separate and distinct condominiums, and further reserves the right to sell and assign all or any portions of said expandable area to one or more persons, firms or corporations for such use by them as may be legal.

12. LIABILITY FOR COMMON EXPENSES OR LIMITED COMMON EXPENSES Each unit owner shall be liable for a proportionate share of the common expenses or limited common expenses, such share being the same as the undivided share in the common elements or limited common elements which is appurtenant to his unit. Declarant shall pay the proportionate share of common expenses allocated to those unsold units which Declarant has determined are substantially completed, there being no assessment due on incomplete or non-constructed units.

13. WAIVER OF DAMAGES Neither the Declarant, nor its representatives or designees, shall be liable for any claim whatsoever arising out of or by reason of any actions performed pursuant to any authorities, reserved, granted or delegated to it by, or pursuant to, this Declaration, or in the Declarant’s capacity as developer, contractor, owner, manager, or seller of the property, whether or not such claim (a) shall be asserted by any owner, occupant, the Board or the Association, or by any person or entity claiming through any of them; or (b) shall be on account of injury to person or damage to or loss of property wherever located and however caused; or (c) shall arise ex contractu or (except in case of gross negligence) ex delictu. Without limitation to the generality of the foregoing, the foregoing enumeration includes all claims for, or arising by reason of, the condominium or any part thereof being or becoming out of repair or containing any patent or latent defects, or by reason of any act or neglect of any owner, occupant, the Board, the Association, and their respective agents, employees, guests and invitees, or by reason of any neighboring property or personal property located on or about the condominium, or by reason of the failure to function or disrepair of, any utility services (heat, air conditioning, electricity, gas, water, sewerage, etc.) In the event of any dispute, the Declarant, its successors or assigns, shall have the option to settle same in full by repurchasing the unit from unit owner for a sum equal to unit owner’s original purchase price plus an amount equal to two (2%) per cent of said purchase price.

14. ALTERATIONS WITHIN UNITS

(A) A unit owner may make any improvements or alterations within his or her unit that do not impair the structural integrity or lessen the support of any portion of the condominium.

(B) A unit owner may not change the exterior appearance of a unit or of any other portion of the condominium without permission of the Board of Directors of the Association.

15. INCREASES AND DECREASES IN SIZE AND NUMBER OF UNITS Any unit owner or owners shall have the right to combine units owned by such unit owner or owners or subsequently divide such combined units so long as the common interest appurtenant to such units after such division or combination shall equal in total the common interest applicable to the unit or units divided or combined prior to such division or combination. Any such division or combination shall require the written consent of the Association and shall be accomplished according to the provisions of the Condominium Ownership Act (presently Section 703.13(6) and (7)) and shall be in compliance with all governmental laws, codes, ordinances and regulations. The cost of any such division or combination shall be the responsibility of the owner or owners of the units being divided or combined.

Notwithstanding anything herein to the contrary, it shall not be lawful to divide a unit or combined unit unless the divided portions are attached to contiguous self-sufficient units or the remaining portion is a self-sufficient unit. It is intended that additional units capable of independent living purposes not be created.

16. EASEMENTS The following easements are covenants running with the land of the condominium:

(A) Easements are reserved through the condominium property as may be required or desirable for utility services, installation of air conditioners, stairway chair lifts and for such other purposes as the Declarant/Association may deem to be appropriate in order to adequately serve the condominium, including any expansion area, provided, however, such easements through a unit shall be only according to the plans and specifications for the building, or as the building is constructed, unless approved in writing by the unit owner.

(B) Ingress and egress is reserved for pedestrian traffic over, through and across sidewalks, paths, walks and lanes as the same from time to time may exist upon the common elements and limited common elements: and for vehicular traffic over, through and across such portions of the common elements as from time to time may be paved and intended for such purposes.

17. AMENDMENTS Except as otherwise provided for the expansion of this condominium this Declaration may be amended with the written consent of 75% of the unit owners and mortgagees if such amendments are not contrary to the Condominium Ownership Act and providing that Paragraph 13 hereof may never be amended without the written consent of Declarant. An amendment becomes effective when it is recorded in the same manner as this Declaration.

18. INTERPRETATION OF DECLARATION The provisions of this Declaration shall be liberally construed to effectuate its purpose of creating a uniform plan for the development and operation of a first class condominium residential development. In the event of any controversy arising under this Declaration, same shall be submitted to arbitration under the laws of the State of Wisconsin, as a prerequisite to the commencement of any legal proceeding. Such arbitration shall be before one disinterested arbitrator if one can be agreed upon, otherwise before three disinterested arbitrators, one named by the party or parties submitting the matter at issue, one named by the party or parties contesting the matter at issue, and one by the two thus chosen. The arbitrator or arbitrators shall determine the controversy in accordance with the laws of the State of Wisconsin as applied to the facts found by him or them. The expense of arbitration proceeding conducted hereunder shall be borne equally by the parties. All arbitration proceedings hereunder shall be conducted in Oshkosh, Winnebago County, Wisconsin.

19. SEVERABILITY The invalidity in whole or in part of any covenant or restriction, or any section, subsection. sentence, clause, phrase or word or other provision of this Declaration of Condominium, Articles of Incorporation, By-Laws and Regulations of the Association shall not affect the validity of the remaining portions.

IN WITNESS WHEREOF, the Declarant has executed this Declaration this 14th day of April, 1986.

PAINE-EISCH DEVELOPMENT CORPORATION,

a Wisconsin corporation

Terrence Eisch, President

Attest

Frank W. Eisch, Secretary

This instrument was drafted by:

Attorney Fintan M. Flanagan