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04/09/2007 03:31 PMInstrument# 2007-080360 if 1Book: 6038Page: 3497

DECLARATION OF COVENANTS, CONDITIONS ANDRESTRICTIONS FOR CENTENNIAL PARK AT

LPGA INTERNATIONAL

Instrument# 2007-080360 # 2Book: 6038Page: 3498

Declaration of Covenants, Conditions and Restrictions forCentennial Park at LPGA International

TABLE OF CONTENTS

ARTICLE I - DEFINITIONS Section 1. "Articles of Incorporation" or "Articles" Section 2. "Association Section 3. "Base Assessment" Section 4. "By-Laws" Section 5. "Class "B" Control Period" Section 6. "Common Area" Section 7. "Common Expenses" Section 8. "Community-Wide Standard" Section 9. "Declarant"

Section 11. "Development Agreements" Section 12. "Development Order" Section 13. "Golf Course" Section 14. "Master Association" Section 15. "Master Declarant" Section 16. "Master Declaration" Section 17. "Master Developer" Section 18. "Member" Section 19. "Mortgage" Section 20. "Mortgagee" Section 21. "Owner" Section 22. "Person" Section 23. "Property" or "Properties" Section 24. "Service Assessments" Section 25. "SJRWMD" Section 26 "SJRWMD Permit" Section 27 "Special Assessment" Section 28. "Supplemental Declaration" Section 29 "The Surface Water Management System" or "SWMS" Section 30. "Turnover"

Section 32. "Voting Member"

ARTICLE II- PROPERTY RIGHTS

ARTICLE III - ME MBERSHIP AND VOTING RIGHTS Section 1. Membership Section 2. Voting. -Section 3. Neighborhoods. -7-

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ARTICLE IV - MAINTENANCE Section 1. Association's Responsibility Section 2. Owner's Responsibility Section 3. Master Association Rights to Cure Section 4. SWMS Maintenance Responsibility Section 5. SWMS Enforcement Section 6. SWMS Maintenance Easement Section 7. Drainage

ARTICLE V - INSURANCE AND CASUALTY LOSSES Section 1. Association Insurance Coverage

Section 3. Damage and Destruction Section 4. Disbursement of Proceeds Section 5. Repair and Reconstruction

ARTICLE VI- NO PARTITION

ARTICLE VII- CONDEMNATION

ARTICLE VIII - ANNEXATION OF ADDITIONAL PROPERTY Section 1. Acquisition of Lands by Declarant Section 2. Effects of Addition of Property Section 3. Conveyance of Additional Common Area Section 4. Annexation of Additional Property by Association Section 5. Amendment

ARTICLE IX -SectionSectionSectionSectionSection

RIGHTS AND OBLIGATIONS OF THE ASSOCIATION 1. Common Area

3. Rules and Regulations 4. Implied Rights 5. Governmental Interests

ARTICLE X - ASSESSMENTS Creation of Assessments. Computation of Base Assessment

Lien for Assessments Reserve Budget and Capital Contribution Date of Commencement of Assessments. Subordination of the Lien to First Mortgages Contributions to Working Capital Exempt Property. 9-

Section 1.Section 2.Section 3.Section 4.Section 5.Section 6.Section 7.Section 8.Section 9.

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ARTICLE XI- ARCHITECTURAL STANDARDS Section 1. New Construction Committee Section 2. Modifications Committee Section 3. No Waiver of Future Approvals Section 4. Variance Section 5. Compliance Section 6. MARC -

ARTICLE XII -SectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSection

USE RESTRICTIONS 1. Signs.

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2. 3. Prohibited Vehicles 4. Delivery and Service Vehicles 5. Occupants Bound 6. Animals and Pets 7. Annoyances 8. Unsightly or Unkempt Conditions 9. Antennas. 10. Basketball Equipment, Garbage Cans, Tanks, Etc. 11. Subdivision of Unit and Time Sharing 12. Firearms, Fireworks 13. Pools, Spas 14. Irrigation 15. Tents, Trailers and Temporary Structures 16. Drainage. 17. Tree Removal 18. Sight Distance at Intersections 19. Utility Lines 20. Air Conditioning Units 21. Lighting 22. Exterior Sculpture, Flags and Similar Items 23. Energy Conservation Equipment 24. Wetlands, Lakes and Water Bodies 25. Playground 26. Fences 27. Business Use 28. On Site Fuel Storage 29. Storm Precautions 30. Play Equipment, Strollers Etc. 31. Window Coverings 32. Leasing

ARTICLE XIII - GENERAL PROVISIONS Section 1. Term. -Section 2. Amendment and Supplemental Declarations -28-


Section 3. Indemnification Section 4. Easements for Utilities, Etc. Section 5. Cable Television Section 6. Easement for Golf Balls Section 7. Severability Section 8. Right of Entry Section 9. Perpetuities Section 10. Litigation Section II. Cumulative Effect: Conflict Section 12. Use of the Phrase "Centennial Park at LPGA International"

Section 13. Compliance Section 14. Security. Section 15. Notice of Transfer of Unit Section 16. Dissolution of Association

ARTICLE XIV - MORTGAGEE PROVISIONS Section 1. Notices of Action Section 2. Special FHLMC Provision Section 3. No Priority Section 4. Notice to Association Section 5. Amendment by Board Section 6. Applicability of Article XIV. Section 7. Failure of Mortgagee to Respond

ARTICLE XV - DECLARANT'S RIGHTS

ARTICLE XVI - GOLF COURSE Section 1. No Rights Conferred Section 2. Golf Course Easement 7-

List of Exhibits

Exhibit "A" Legal Description

Exhibit "B" Articles of Incorporation of Centennial Park At LPGA International

Homeowners' Association, Inc.

Exhibit "C" Bylaws of Centennial Park At LPGA International Homeowners' Association,

Inc.


Prepared by / Return to:Fred W. van Vonno, Esq.Fox, Wackeen, Dungey,Beard, Sobel, & McCluskey, L.L.P.3473 SE Willoughby BoulevardStuart, FL 34994Tel. (772) 287-4444

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS

FORCENTENNIAL PARK AT LPGA INTERNATIONAL

THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS is

made this 2nd day of August, 2006, by Renar Development Company, a Florida

corporation (hereinafter referred to as "Declarant").

Declarant is the owner of the real property described in Exhibit "A" attached hereto

and incorporated herein by reference, within the LPGA International DRI/PUD. Declarant

intends by this Declaration to impose upon the Properties (as defined herein) mutually

beneficial restrictions under a general plan of improvement for the benefit of all owners of

real property within the Properties. This Declaration is designed to provide a flexible and

reasonable procedure for the overall development of the Properties, and to establish a

method for the administration, maintenance, preservation, use and enjoyment of such

Properties as are now or hereafter subject to this Declaration.

Declarant hereby declares that all of the property described in Exhibit "A" and any

additional property which is hereafter subjected to this Declaration by Supplemental

Declaration ("the Properties") shall be held, sold and conveyed subject to the following

covenants, conditions, restrictions and easements, which shall run with the real property

subjected to this Declaration and which shall be binding on all parties having any right, title

or interest in the Properties or any part thereof, and their heirs, successors, successors-in-

title, and assigns, and shall inure to the benefit of each owner thereof. This Declaration

does not and is not intended to create a condominium within the meaning of the Florida

Condominium Act, Florida Statutes, Section 718.101, et seq.

Centennial Park at LPGA International is located within the LPGA International

Development, which includes the Properties subject to this Declaration, and is

subject to the Master Declaration of LPGA International, including certain required

approvals from the Master Architectural Review Committee ("MARC"), and that the

provisions of this Declaration shall control over the Master Declaration as and to the

extent specifically provided in the Master Declaration. To determine the effect of the

Master Declaration upon the Properties subject to this Declaration and understand

the interrelationship of the Master Declaration to this Declaration, Owners and

Persons must examine and are hereby referred to Paragraph 2.8 of Article ll of the


Master Declaration entitled "Relationship of Declarations" which sets forth the

method for interpreting the application of the provisions of the different declarations.

ALL OF THE PROPERTY SUBJECT TO THIS DECLARATION IS PART OF THE

INDIGO COMMUNITY DEVELOPMENT DISTRICT. A SPECIAL TAXING DISTRICT AS

MORE FULLY DESCRIBED IN THE MASTER DECLARATION. AS OF THE DATE OF

THIS DECLARATION. THERE ARE CAPITAL ASSESSMENTS AND MAINTENANCE

ASSESSMENTS AGAINST EACH UNIT SUBJECT TO THIS DECLARATION.

All Properties subject to this Declaration are also subject to the Development

Order and the Development Agreements as defined herein.

ARTICLE I - DEFINITIONS

Section 1. "Articles of Incorporation" or "Articles" shall mean and refer to the Articles of

Incorporation of Centennial Park at LPGA International Homeowners' Association, Inc., as

amended from time to time and as filed with the Secretary of State of Florida, and attached

as Exhibit "B" to this Declaration.

Section 2. "Association" shall mean and refer to the Centennial Park At LPGA

International Homeowners' Association, Inc., a Florida Not-for-Profit Corporation, its

successors or assigns. The "Board of Directors" or "Board" shall be the elected body of

the Association having its normal meaning under Florida corporate law. The use of the

term "association" or "associations" in lower case shall refer to any condominium

association or other owners association having jurisdiction over any part of the Properties.

Section 3. "Base Assessment" shall mean and refer to assessments levied against Units

in the Properties to fund Common Expenses.

Section 4. "By-Laws" shall mean and refer to the By-Laws of Centennial Park At LPGA

International Homeowners' Association, Inc., attached hereto as Exhibit "C" and

incorporated herein by reference, as they may be amended from time to time.

Section 5. "Class "B" Control Period" shall mean and refer to the period of time during

which the Class "B" Member is entitled to appoint a majority of the members of the Board

of Directors as provided in Article III, Section 2, of the By-Laws.

Section 6. "Common Area" shall include all landscaped areas, recreation areas, utility

facilities, entry areas, Conservation Easements, Surface Water Management System,

Preservation Areas, Maintenance Easements, or other such areas or easements located

on the Properties and dedicated to, or owned by, the Association.

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Section 7. "Common Expenses" shall mean and include the actual and estimated

expenses incurred by the Association for the general benefit of Unit Owners, including any

reasonable reserve, all as may be found to be necessary and appropriate by the Board

pursuant to this Declaration, the By-Laws and the Articles of Incorporation of the

Association.

Section 8. "Community-Wide Standard" shall mean the standard of conduct,

maintenance, or other activity generally prevailing throughout the Properties.

Section 9. "Declarant" shall mean and refer to Renar Development Company, a Florida

corporation or its successors, successors-in-title or assigns who take title to any portion of

the Property for the purpose of development and/or resale and are designated as the

Declarant hereunder in a recorded instrument executed by the immediately preceding

Declarant.

Section 10. "Declaration" shall mean and refer to this Declaration of Covenants,

Conditions and Restrictions for Centennial Park at LPGA International as it may, from time

to time, be amended.

Section 11. "Development Agreements" shall mean and refer to: Resolution No. 02-139

and Resolution 04-551 of the City of Daytona Beach, Florida.

Section 12. "Development Order" shall mean the Development Order for the LPGA

Development of Regional Impact adopted pursuant to Chapter 380, Florida Statutes, on

August 18, 1993, by Resolution of the City Commission of Daytona Beach, Florida,

regarding the development of real property, of which the LPGA International Development

and the Properties form a part. A Notice of Adoption of the Development Order was

recorded in Official Records Book 3865, Page 1769, Public Records of Volusia County,

Florida.

Section 13. "Golf Course" shall mean the LPGA International Golf Facilities as defined

in the Master Declaration.

Section 14. "Master Association" shall mean the International Residential Owners

Association, Inc., a Florida not for profit corporation, its successors or assigns.

Section 15. "Master Declarant" shall mean MSKP Volusia Partners, LLC, a Delaware

limited liability company, as successor in interest to Patricia Lagoni, as Trustee of Trust No.

1D1-3 dated June 7, 1991.

Section 16. "Master Declaration" shall mean the Master Declaration of Covenants,

Conditions and Restrictions for LPGA International as recorded in Official Records Book

4011, Page 2651, Public Records of Volusia County, Florida, as amended from time to

time.

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Section 17. "Master Developer" shall mean MSKP Volusia Partners, LLC, a Delaware

limited liability company, (as successor in interest to Patricia Lagoni, as Trustee of Trust

No. 1D1-3 dated June 7, 1991) as defined in the Master Declaration.

Section 18. "Member" shall mean and refer to a person entitled to membership or to vote

in the Association, as provided herein.

Section 19. "Mortgage" shall mean and refer to a mortgage, a deed of trust, a deed to

secure debt, or any other form of security instrument.

Section 20. "Mortgagee" shall mean and refer to a beneficiary or holder of a mortgage.

Section 21. "Owner" shall mean and refer to one (1) or more persons who hold the record

title to any Unit which is part of the Properties, but excluding in all cases any party holding

an interest merely as security for the performance of an obligation. If a Unit is sold under

a recorded contract of sale, and the contract specifically so provides, then the purchaser

(rather than the fee owner) will be considered the Owner. If a Unit is subject to a written

lease with a term in excess of one (1) year and the lease specifically so provides, then

upon filing a copy of the lease with the Board of Directors, the lessee (rather than the fee

owner) will be considered the Owner for the purpose of exercising all privileges of

membership in the Association.

Section 22. "Person" means a natural person, a corporation, a partnership, a trustee, or

any other legal entity.

Section 23. "Property" or "Properties" shall mean and refer to the real property described

in Exhibit "A" attached hereto, together with such additional property as is hereafter

subjected to this Declaration by Supplemental Declaration.

Section 24. "Service Assessments" shall mean and refer to assessments levied in

accordance with Article X, Section 3 of this Declaration.

Section 25. "SJRWMD" shall mean and refer to the Saint Johns River Water

Management District.

Section 26 "SJRWMD Permit" shall mean and refer to any permit issued by the

SJRWMD for the Properties.

Section 27 "Special Assessment" shall mean and refer to assessments levied in

accordance with Article X, Section 3 of this Declaration.

Section 28. "Supplemental Declaration" shall mean an amendment or supplement to this

Declaration executed by, or consented to, by Declarant which solely subjects additional

property to this Declaration for similar single family residential development without

modifying or amending any other provision or term of this Declaration. The Master

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Developer shall join in and consent to any Supplemental Declaration. If an amendmentor modification which subjects additional property to this Declaration is made to thisDeclaration and imposes, expressly or by reference, additional restrictions and obligationson the land described therein, such amendment or modification shall be subject to theamendment provisions of Article XIII, Section 2.

Section 29 "The Surface Water Management System" or "SWMS" for the Propertiesshall consist of the stormwater retention and conveyance system for the Properties andinclude any and all lakes, dry detention areas, dry retention areas, wet detention areas, wetretention areas, swales, and ditches depicted on any record drawings or plats of theProperties, including any mitigation, monitoring and maintenance activities associated withany Surface Water Management Permit or Stormwater Drainage System Permit issued bythe SJRWMD. In addition to other approvals required hereunder, any proposedamendment to this Declaration which would affect the Surface Water Management Systemmust be approved by SJRWMD.

Section 30. "Turnover" shall mean and refer to the transfer of operation of the Associationby Declarant as described in the By-Laws, and delivery of the documents described inSection 720.307, Florida Statutes to the Board.

Section 31. "Unit" shall mean any portion of the Properties, whether developed orundeveloped, intended for development, use, and occupancy as a single family residence.The term shall include all portions of the lot owned as well as any structure thereon.

Section 32. "Voting Member" shall mean and refer to the owner of a unit.

ARTICLE II- PROPERTY RIGHTS

Every Owner shall have a right and easement of enjoyment in and to theCommon Areas. Any Owner may delegate his or her right of enjoyment to the membersof his or her family, lessees and invitees, as applicable, subject to reasonable regulationby the Board and in accordance with procedures it may adopt. An Owner who leases hisor her Unit shall be deemed to have delegated all such rights to the Unit's lessee.

Declarant reserves the right to amend this Declaration unilaterally at any timeso long as it has the right to expand the community pursuant to Article VIII hereof, withoutprior notice and without the consent of any person, for the purpose of removing certainportions of the Properties then owned by the Declarant or its affiliates or the Associationfrom the provisions of this Declaration to the extent originally included in error or as a result

of any changes whatsoever in the plans for Centennial Park At LPGA International desiredto be effected by the Declarant, provided such withdrawal is not unequivocally contrary tothe overall, uniform scheme of development for Centennial Park At LPGA International.

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ARTICLE III - MEMBERSHIP AND VOTING RIGHTS

Section 1. Membership. Every Owner, as defined in Article I, shall be deemed tohave either a Class "A" or Class "B" membership in the Association, as provided in Section2 below.

No Owner, whether one (1) or more persons, shall have more than one (1)membership per Unit owned. In the event the Owner of a Unit is more than one (1) person,votes and rights of use and enjoyment shall be as provided herein. The rights andprivileges of membership may be exercised by a Member or the Member's spouse, subjectto the provisions of this Declaration and the By-Laws. The membership rights of a Unitowned by a corporation or partnership shall be exercised by the individual designated fromtime to time by the Owner in a written instrument provided to the Secretary, subject to theprovisions of this Declaration and the By-Laws.

Section 2. Voting. The Association shall have two (2) classes of membership, Class "A"and Class "B" as follows:

(a) Class "A". Class "A" Members shall be all Owners with the exceptionof the Class "B" Member, if any.

Class "A" Members shall be entitled to one (1) equal vote for each Unitin which they hold the interest required for membership under Section 1 hereof; there shallbe only one (1) vote per Unit.

In any situation where a Member is entitled personally to exercise thevote for his Unit and more than one (1) persons holds the interest in such Unit required for

membership, the vote for such Unit shall be exercised as those persons determine among

themselves and advise the Secretary of the Association in writing prior to any meeting. In

the absence of such advice, the Unit's vote shall be suspended if more than one (1) person

seeks to exercise it.

(b) Class "B". The Class "B" Member shall be the Declarant. The rights

of the Class "B" Member, including the right to approve actions taken under this

Declaration and the By-Laws, are specified elsewhere in the Declaration and the By-Laws.

The Class "B" Member shall be entitled to appoint a majority of the members of the Board

of Directors during the Class "B" Control Period, as specified in Article III, Paragraph A.,

Section 2, of the By-Laws. After termination of the Class "B" Control Period, the Class "B"

Member shall have a right to disapprove actions of the Board of Directors and any

committee as provided in Article III, Paragraph A., Section 3, of the By-Laws. The Class

"B" Membership shall terminate and become converted to Class "A" Membership upon the

earlier of:

(i) Ninety (90) days after expiration of the Class "B" Control Period

pursuant to Article III of the By-Laws; or

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(ii) when, in its discretion, the Declarant so determines.

Section 3. Neighborhoods. Centennial Park at LPGA International shall be considereda separate Neighborhood as defined in the Master Declaration. Centennial Park shall notbe subject to the Declaration for Renar Golf Communities at LPGA International or theDeclaration for the Lionspaw Community. The Centennial Park at LPGA InternationalHomeowners Association shall be considered the Association for the subdivision knownas Centennial Park at LPGA International.

ARTICLE IV - MAINTENANCE

Section 1. Association's Responsibility.

(a) Maintenance by Association. The Association shall maintain and keepin good repair all of the Common Areas, except for the SWMS, which are maintained asprovided in Article IV, Section 4 below. This maintenance shall include, but need not belimited to, maintenance, repair and replacement of all landscaping and other flora, andimprovements, within the Common Area (except as otherwise specifically provided inSections 2 and 4 below), and maintenance of such portions of any additional propertyincluded within the Common Area as may be dictated by this Declaration, or by a contractor agreement for maintenance thereof by the Association.

Except as otherwise specifically provided herein, all costs associatedwith maintenance of Common Areas shall be a Common Expense to be allocated amongall Units as part of the Base Assessment.

The Association may maintain other property which it does not own,including, without limitation, property dedicated to the public, if the Board of Directorsdetermines that such maintenance is necessary or desirable to maintain the Community-Wide Standards. The costs of such maintenance shall be allocated among the benefittedUnits as a Base Assessment, or Special Assessment against a particular Unit, as theBoard of Directors determines appropriate.

Section 2. Owner's Responsibility. Each Owner shall maintain his or her Unit and all

structures, parking areas and other improvements comprising the Unit. In addition, Owners

of Units which are adjacent to the Golf Course shall maintain and irrigate that portion of the

Golf Course property between the Unit boundary and the maintained portions of the Golf

Course or lake water's edge or wetlands preserve, as more fully described and to the

extent required by the Design Guidelines promulgated pursuant to Article XI hereof.

Owners of Units which are adjacent to any portion of the Common Area on which walls

have been constructed shall maintain and irrigate that portion of the Common Area which

lies between the wall and the Unit boundary. Owners of Units fronting on any roadway

within the Properties shall maintain driveways serving their respective Units and shall

maintain and irrigate landscaping on that portion of the Common Area, if any, or right-of-

way between the Unit boundary and the nearest street curb. Owners of Units fronting on

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the water's edge or upon greenbelt buffer fronting the water's edge of any lake or otherbody of water within the Properties shall maintain and irrigate all landscaping between theUnit boundary and such water's edges provided that the Owners shall have no right toremove trees, shrubs or similar vegetation from this area without prior approval pursuantto Article XI hereof.

All maintenance required by this Section 2 shall be performed in a mannerconsistent with the Community-Wide Standard and all applicable covenants. If any Ownerfails properly to perform his or her maintenance responsibility, the Association may performit and assess all costs incurred by the Association against the Unit and the Owner thereofin accordance with Article X, Section 4, of this Declaration; provided, however, exceptwhen entry is required due to emergency situation, the Association shall afford the Ownerreasonable notice and an opportunity to cure the problem prior to entry.

Section 3. MasterAssociation Rights to Cure. The MasterAssociation maintains certainrights regarding curing an Owner's failure to perform his maintenance responsibilitypursuant to Section 5.5 of the Master Declaration, and the right of the Declarant hereunderto cure an Owner's default does not supercede the Master Association's right.

Section 4. SWMS Maintenance Responsibility. Once constructed and accepted by theIndigo Community Development District (the "ICDD"), the ICDD shall be responsible for the

maintenance, operation and repair of the SWMS. If any portion of the SWMS is notaccepted by the ICDD, the maintenance, operation and repair thereof shall be theresponsibility of the Association. Maintenance of the SWMS shall mean the exercise of

practices that allow the systems to provide drainage, water storage, conveyance or other

surface water or stormwater management capabilities as permitted or required by the

SJRWMD. The ICDD shall be responsible for any such maintenance and operation if and

where such is applicable. The Owner of each Lot shall, at the Owner's expense, irrigate,mow, maintain and keep free of weeds, undergrowth and dead vegetation upon all that

property lying between the Owner's Lot line and the water's edge of any adjacent lake or

water body.

Section 5. SWMS Enforcement. The SJRWMD shall have the right to enforce by

administrative proceeding, or a proceeding at law or in equity any provisions contained in

this Declaration which relate to the maintenance, operation and repair of the SWMS.

Section 6. SWMS Maintenance Easement. A perpetual, non-exclusive access

easement as necessary is granted and reserved in favor of the ICDD, the Master

Developer, the Master Association, the Declarant and the Association for ingress, egress

and access to enter any portion of the Properties in order to construct, maintain or repair

any SWMS facilities thereon and appurtenances thereto. No structure, landscaping or

other materials shall be placed or permitted to remain which may damage, impair or

interfere with the installation, operation and maintenance of drainage facilities or which may

obstruct or retard the flow of water through the SWMS or otherwise interfere with any

easement provided for in this Declaration or the use rights set forth herein.

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Section 7. Drainage. Drainage areas and drainage easements shall be kept andmaintained for irrigation, drainage or beautification in a manner consistent with theDevelopment of Regional Impact Conceptual Management Storage of Surface WaterPermit ("MSSW"), and any and all MSSW construction permits, and in accordance with therequirements of applicable governmental authorities. The drainage easements shown onany plat or conveyance shall be used for the construction, repair and maintenance ofdrainage facilities and all appurtenances thereto. The location of a drainage pattern maynot be modified or relocated without the prior written consent of the Master Developer, theMARC, the Declarant and appropriate governmental agencies.

ARTICLE V - INSURANCE AND CASUALTY LOSSES

Section 1. Association Insurance Coverage. The Association's Board of Directors, orits duly authorized agent, shall have the authority to and shall obtain blanket all-riskcasualty insurance, if reasonably available, for all insurable improvements on the CommonArea. If blanket all-risk coverage is not reasonably available, then at a minimum aninsurance policy providing fire and extended coverage shall be obtained. This insuranceshall be in an amount sufficient to cover one hundred (100%) percent of the replacementcost of any repair or reconstruction in the event of damage or destruction from any insuredhazard.

The Board shall also obtain a public liability policy covering the CommonAreas, the Association and its Members for all damage or injury caused by the negligenceof the Association or any of its Members or agents. The public liability policy shall have atleast a One Million Dollar ($1,000,000.00) single person limit as respects bodily injury andproperty damage, a Three Million Dollar ($3,000,000.00) limit per occurrence, if reasonablyavailable, and a Five Hundred Thousand Dollar ($500,000.00) minimum property damagelimit.

Premiums for all insurance on the Common Area shall be Common Expensesof the Association and shall be included in the Base Assessment, as defined in Article Iand as more particularly described in Article X. The policies may contain a reasonabledeductible, and, in the case of casualty insurance, the amount thereof shall be added tothe face amount of the policy in determining whether the insurance at least equals the fullreplacement cost. The deductible shall be paid by the party who would be liable for theloss or repair in the absence of insurance and in the event of multiple parties shall beallocated in relation to the amount each party's loss bears to the total.

All insurance coverage obtained by the Board of Directors shall be written in

the name of the Association as trustee for the respective benefitted parties, as furtheridentified in Subsection (b) below. Such insurance shall be governed by the provisionshereinafter set forth:

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(a) All policies shall be written with a company authorized to do business

in Florida which holds a Best's rating of A or better and is assigned a financial size

category of XI or larger as established by A. M. Best Company, Inc., if reasonably available,

or, if not available, the most nearly equivalent rating.

(b) All policies on the Common Area shall be for the benefit of the

Association and its Members.

(c) Exclusive authority to adjust losses under policies obtained by the

Association on the Properties shall be vested in the Association's Board of Directors;

provided, however, no Mortgagee having an interest in such losses may be prohibited from

participating in the settlement negotiations, if any, related thereto.

(d) In no event shall the insurance coverage obtained and maintained by

the Association's Board of Directors hereunder be brought into contribution with insurance

purchased by individual Owners, occupants, or their Mortgagees.

(e) All casualty insurance policies shall have an inflation guard

endorsement, if reasonably available, and an agreed amount endorsement with an annual

review by one or more qualified persons, at least one of whom must be in the real estate

industry and familiar with construction in the City of Daytona Beach, Florida area.

(f) The Association's Board of Directors shall be required to make every

reasonable effort to secure insurance policies that will provide for the following:

(i) a waiver of subrogation by the insurer as to any claims against

the Association's Board of Directors, its manager, the Owners, and their respective

tenants, servants, agents and guests;

(ii) a waiver by the insurer of its rights to repair and reconstruct,

instead of paying cash;

(iii) a statement that no policy may be canceled, invalidated,

suspended, or subject to non-renewal on account of any one or more individual Owners;

(iv) a statement that no policy may be canceled, invalidated,

suspended, or subject to non-renewal on account of the conduct of any director, officer,

or employee of the Association or its duly authorized manager without prior demand in

writing delivered to the Association to cure the defect and the allowance of a reasonable

time thereafter within which the defect may be cured by the Association, its manager, any

Owner, or Mortgagee;

(v) that any "other insurance" clause in any policy exclude

individual Owners' policies from consideration; and

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(vi) that the Association will be given at least thirty (30) days' priorwritten notice of any cancellation, substantial modification, or non-renewal.

In addition to the other insurance required by this Section, the Boardshall obtain, as a Common Expense, worker's compensation insurance if and to the extentrequired by law, directors' and officers' liability coverage, if reasonably available, a fidelitybond or bonds on directors, officers, employees, and other Persons handling orresponsible for the Association's funds, if reasonably available, and flood insurance, ifrequired. The amount of fidelity coverage shall be determined in the directors' bestbusiness judgment but, if reasonably available, may not be less than three (3) months'assessments on all Units, plus reserves on hand. Bonds shall contain a waiver of alldefenses based upon the exclusion of persons serving without compensation and shallrequire at least thirty (30) days' prior written notice to the Association of any cancellation,substantial modification, or non-renewal.

Section 2. Individual Coverage. By virtue of taking title to a Unit subject to the terms ofthis Declaration, each Owner covenants and agrees with all other Owners and with theAssociation that each Owner shall carry blanket all-risk casualty insurance on each Unitand structures constructed thereon meeting the same requirements as set forth in Section1 of this Article V for insurance on the Common Area. Each Owner further covenants andagrees that in the event of a partial loss or damage resulting in less than total destructionof structures comprising his Unit, the Owner shall remove all debris within sixty (60) daysand complete repair or reconstruction of the damaged structure within six (6) months in amanner consistent with the original construction or such other plans and specifications asare approved in accordance with Article XI of this Declaration. The Owner shall pay anycosts of repair or reconstruction which are not covered by insurance proceeds. In theevent that the structure is totally destroyed, the Owner may decide not to rebuild or toreconstruct, in which case the Owner shall clear the Unit of all debris and return it tosubstantially the natural state in which it existed prior to the beginning of construction andthereafter the Owner shall continue to maintain the Unit in a Community-Wide Standard.

Section 3. Damage and Destruction. (a) Immediately after damage or destruction byfire or other casualty to all or any part of the Properties covered by insurance written in thename of the Association, the Board of Directors or its duly authorized agent shall proceedwith the filing and adjustment of all claims arising under such insurance and obtain reliableand detailed estimates of the cost of repair or reconstruction of the damaged or destroyedProperties. Repair or reconstruction, as used in this paragraph, means repairing orrestoring the Properties to substantially the same condition in which they existed prior tothe fire or other casualty, allowing for any changes or improvement necessitated bychanges in applicable building codes.

(b) Any damage or destruction to the Common Area shall be repaired orreconstructed unless the Voting Members representing at least seventy-five (75%) percentof the total Class "A" vote of the Association shall decide within sixty (60) days after thecasualty not to repair or reconstruct. If for any reason either the amount of the insurance


proceeds to be paid as a result of such damage or destruction, or reliable and detailedestimates of the cost of repair or reconstruction, or both, are not made available to theAssociation within said period, then the period shall be extended until such fund orinformation shall be made available; provided, however, such extension shall not exceedsixty (60) additional days. No Mortgagee shall have the right to participate in thedetermination of whether the damage or destruction to Common Area shall be repaired orreconstructed.

(c) In the event that it should be determined in the manner describedabove that the damage or destruction to the Common Area shall not be repaired orreconstructed and no alternative improvements are authorized, then and in that event theaffected portion of the Properties shall be restored to their natural state and maintained bythe Association in a neat and attractive condition consistent with the Community-WideStandard.

Section 4. Disbursement of Proceeds. If the damage or destruction for which theproceeds of insurance policies are paid is to be repaired or reconstructed, the proceeds,or such portion thereof as may be required for such purpose, shall be disbursed inpayment of such repairs or reconstruction as hereinafter provided. Any proceedsremaining after defraying such costs of repair or reconstruction to the Common Area shallbe retained by and for the benefit of the Association and placed in a capital improvementsaccount. In the event no repair or reconstruction is made, any proceeds remaining aftersuch settlement as is necessary and appropriate with the affected Owner or Owners andtheir Mortgagee(s) as their interests may appear, shall be retained by and for the benefitof the Association and placed in a capital improvements account. This is a covenant forthe benefit of any Mortgagee of a Unit and may be enforced by such Mortgagee.

Section 5. Repair and Reconstruction. If the damage or destruction to the CommonArea for which insurance proceeds are paid is to be repaired or reconstructed, and suchproceeds are not sufficient to defray the cost thereof, the Board of Directors shall, withoutthe necessity of a vote of the Voting Members, levy a special assessment against allOwners on the same basis as provided for Base Assessments. Additional assessmentsmay be made in like manner at any time during or following the completion of any repairor reconstruction.

ARTICLE VI- NO PARTITION

Except as is permitted in the Declaration or amendments thereto, there shall be nojudicial partition of the Common Area or any part thereof, nor shall any Person acquiringany interest in the Properties or any part thereof seek any judicial partition unless theProperties have been removed from the provisions of this Declaration. This Article shallnot be construed to prohibit the Board of Directors from acquiring and disposing of tangiblepersonal property nor from acquiring title to real property which may or may not be subjectto this Declaration.

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Instrument# 2007-080360 11 18Book: 6038Page: 3514

ARTICLE VII- CONDEMNATION

Whenever all or any part of the Common Area shall be taken (or conveyed in lieuof and under threat of condemnation by the Board acting on the written direction of VotingMembers representing at least sixty-seven (67%) percent of the total Class "A" vote in theAssociation and of the Declarant, as long as the Declarant owns any property describedin Exhibit "A") by any authority having the power of condemnation or eminent domain, eachOwner shall be entitled to notice thereof. The award made for such taking shall be payableto the Association as trustee for all Owners to be disbursed as follows:

If the taking involves a portion of the Common Area on which improvements havebeen constructed, then, unless within sixty (60) days after such taking the Declarant, solong as the Declarant owns any property described in Exhibit "A"of this Declaration, andVoting Members representing at least sixty-seven (67%) percent of the total vote of theAssociation shall otherwise agree, the Association shall restore or replace suchimprovements so taken on the remaining land included in the Common Area to the extentlands are available therefor, in accordance with plans approved by the Board of Directorsof the Association. If such improvements are to be repaired or restored, the aboveprovisions in Article V hereof regarding the disbursement of funds in respect to casualtydamage or destruction which is to be repaired shall apply.

If the taking does not involve any improvements on the Common Area, or if thereis a decision made not to repair or restore, or if there are net funds remaining after anysuch restoration or replacement is completed, then such award or net funds shall bedisbursed to the Association and used for such purposes as the Board of Directors of theAssociation shall determine.

ARTICLE VIII- ANNEXATION OF ADDITIONAL PROPERTY

Section 1. Acquisition of Lands by Declarant. At any time before Turnover, Declarantshall have the right, in its sole discretion and without the consent of any Person except theowner of such additional real property, to designate additional real property as part of theProperty by executing and recording a Supplemental Declaration or amendment in thePublic Records of Volusia County. Declarant makes no representation herein regardingthe size of such real property, if any. Nothing in this Declaration shall impose any duty orobligation upon the Declarant to add additional property to the Properties.

Section 2. Effects of Addition of Property. Some of the effects of adding additionalproperty to the Properties may be to decrease the share of costs borne by each Memberand to increase the size of the Properties, the total number of Units subject to theAssociation, the number of Members, the number of Persons using the Common Area andany other property available to Members, the size of the Association's Budget and the totalnumber of votes which may be cast by Members.

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Section 3. Conveyance of Additional Common Area. Declarant may convey to theAssociation additional real property, improved or unimproved, located within the Propertiesdescribed in Exhibit "A" which upon conveyance or dedication to the Association shall beaccepted by the Association and thereafter shall be maintained by the Association at itsexpense for the benefit of all its Members.

Section 4. Annexation of Additional Property by Association . After Turnover and subjectto the consent of the owner thereof, the Association may annex additional CommittedProperty as defined in the Master Declaration, other than that described in Exhibit "A", tothe provisions of this Declaration and the jurisdiction of the Association. Such annexationshall require the affirmative vote of Voting Members or alternates representing a majorityof the votes in the Association (other than those held by Declarant) present at a meetingduly called for such purpose and of the Declarant, so long as Declarant owns propertysubject to this Declaration or which may become subject hereto in accordance with Section1 of this Article.

Annexation shall be accomplished by filing of record in the Public Recordsof Volusia County, Florida, a Supplemental Declaration describing the property beingannexed. Any such Supplemental Declaration shall be signed by the President and theSecretary of the Association, and by the owner of the property being annexed, and anysuch annexation shall be effective upon filing unless otherwise provided therein. Therelevant provisions of the By-Laws dealing with regular or special meetings, as the casemay be, shall apply to determine the time required for and the proper form of notice of anymeeting called for the purpose of considering annexation of property pursuant to thisSection 2 and to ascertain the presence of a quorum at such meeting.

Section 5. Amendment. This Article shall not be amended without the prior writtenconsent of Declarant, so long as the Declarant owns any of the Properties.

ARTICLE IX - RIGHTS AND OBLIGATIONS OF THE ASSOCIATION

Section 1. Common Area. The Association, subject to the rights of the Owners set forthin this Declaration, has the authority to and shall be responsible for the exclusivemanagement and control of the Common Area and all improvements thereon (including,without limitation, furnishings and equipment related thereto and common landscapedareas), and shall keep it in good, clean, attractive and sanitary condition, order and repair,pursuant to the terms and conditions hereof and consistent with the Community-WideStandard.

Section 2. Personal Property and Real Property for Common Area. The Association,through action of its Board of Directors, may acquire, hold and dispose of tangible andintangible personal property and real property. The Board, acting on behalf of theAssociation, shall accept any real or personal property, leasehold or other propertyinterests within the Properties conveyed to it by the Declarant.

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Section 3. Rules and Regulations. The Association, through its Board of Directors, mayestablish, revise and enforce reasonable rules, regulations and assessments governing theuse of the Properties, which rules, regulations and assessments shall be consistent withthis Declaration. Sanctions may include reasonable monetary fines and suspension of theright to vote and the right to use any recreational facilities on the Common Area andexclusion from the Properties of any contractor, subcontractor, agent or other invitee whofails to comply with the provisions of such rules and regulations. The Board shall, inaddition, have the power to seek relief in any court for violations or to abate nuisances.Imposition of sanctions shall be as provided in the By-Laws of the Association.

Section 4. Implied Rights. The Association may exercise any other right or privilegegiven to it expressly by this Declaration or the By-Laws, and every other right or privilegereasonably to be implied from the existence of any right or privilege given to it herein orreasonably necessary to effectuate any such right or privilege, including the right to ownand convey property, sue and be sued, and to contract for services.

Section 5. Governmental Interests. The Association shall permit the Declarantreasonable authority to designate sites within the Properties for fire, police, water andsewer facilities, public schools and parks, and other public facilities.

ARTICLE X - ASSESSMENTS

NOTE: ASSESSMENTS LEVIED PURSUANT TO THIS DECLARATION DO NOTINCLUDE ASSESSMENTS THAT MAY BE LEVIED BY THE MASTER ASSOCIATIONPURSUANT TO THE MASTER DECLARATION OR BY THE ICDD PURSUANT TO ITSTAXING AUTHORITY.

Section 1. Creation of Assessments. There are hereby created assessments forAssociation expenses as may from time to time specifically be authorized by the Board ofDirectors to be commenced at the time and in the manner set forth in Section 7 of thisArticle. There shall be three (3) types of assessments: (a) Base Assessments to fundCommon Expenses for the benefit of all Members of the Association; (b) SpecialAssessments as described in Section 3 below; and (c) Service Assessments as describedin Section 3 below.

Base Assessments shall be levied equally on all Units. Special Assessmentsand Service Assessments shall be levied as provided in Section 3 below. Each Owner, byacceptance of a deed or recorded contract of sale or contract for deed for any portion ofthe Properties, is deemed to covenant and agree to pay these assessments.

All assessments, together with interest (at a rate not to exceed the highestrate allowed by Florida law) as computed from the date the delinquency first occurs, latecharges, costs, and reasonable attorney's fees, shall be a charge on the land and shall bea continuing lien upon the Unit against which each assessment is made. Each such

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Instruent# 2007-080360 # 21Book: 6038Page: 3517

assessment, together with interest, late charges, costs and reasonable attorney's fees,shall also be the personal obligation of the Person who was the Owner of such Unit at thetime the assessment arose, and his or her grantee shall be jointly and severally liable forsuch portion thereof as may be due and payable at the time of conveyance, except no firstMortgagee who obtains title to a Unit pursuant to the remedies provided in the Mortgageshall be liable for unpaid assessments which accrued prior to such acquisition of title.

The Association shall, upon demand at anytime, furnish to any Owner liablefor any type of assessment a certificate in writing signed by an officer or agent of theAssociation setting forth whether such assessment has been paid as to any particular Unit.Such certificate shall be conclusive evidence of payment to the Association of suchassessment therein stated to have been paid. The Association may require the advancepayment of a processing fee not to exceed Fifty Dollars ($50.00) for the issuance of suchcertificate.

Assessments shall be paid in advance in such manner and on such dates asmay be fixed by the Board of Directors which may include, without limitation, accelerationof any assessments for delinquencies. Unless the Board otherwise provides, all BaseAssessments and Service Assessments shall be paid in quarterly installments.

No Owner may waive or otherwise exempt himself from liability for theassessments provided for herein, including, by way of illustration and not limitation, by non-use of Common Areas or abandonment of the Unit. The obligation to pay assessmentsis a separate and independent covenant on the part of each Owner. No diminution orabatement of assessment or set-off shall be claimed or allowed by reason of any allegedfailure of the Association or Board to take some action or perform some function requiredto be taken or performed by the Association or Board under this Declaration or the By-Laws, or for inconvenience or discomfort arising from the making of repairs orimprovements which are the responsibility of the Association, or from any action taken tocomply with any law, ordinance, or with any order or directive of any municipal or othergovernmental authority.

The Declarant shall have no obligation to pay assessments on Units whichit owns ,whether such Units are original inventory or have been reacquired by Declarant.Rather, until termination of the Declarant's right to annex property pursuant to Article VIII,Section 1 hereof, the Declarant shall annually pay the difference between the amount ofassessments levied on all Units subject to assessment and the amount of actualexpenditures required to operate the Association during the fiscal year. The Declarant'sfinancial obligations to the Association may be satisfied in the form of a cash subsidy orby "in kind" contributions of services or materials, or a combination of these.

The Association is specifically authorized to enter into subsidy contracts for"in kind" contribution of services or materials or a combination of services and materialswith Declarant or other entities for the payment of some portion of the Common Expense.

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Section 2. Computation of Base Assessment. It shall be the duty of the Board annuallyto prepare a budget covering the estimated Common Expenses of the Association duringthe coming year. The budget may include a capital contribution establishing a reservefund.

The Base Assessment to be levied for the coming year against each Unitsubject to assessment shall be computed by dividing the budgeted Common Expenses bythe total number of Units subject to assessment and reasonably anticipated to becomesubject to assessment pursuant to Section 6 below during the fiscal year, provided,however, the amount of the Base Assessment for the coming year shall not exceed onehundred twenty-five percent (125%) of the previous year's base assessment. The Boardshall cause a copy of the Common Expense budget and notice of the amount of the BaseAssessment to be levied against each Unit for the following year to be delivered to eachOwner at least fifteen (15) days prior to the beginning of the fiscal year. Such budget andassessment shall become effective unless disapproved at a meeting of the VotingMembers by Voting Members or their alternates representing at least a majority of the totalvotes in the Association, and by the Class "B" Member, if such exists. There shall be noobligation to call a meeting for the purpose of considering the budget except on petition ofthe Voting Members as provided for special meetings in Article II, Section 4 of the By-Laws, which petition must be presented to the Board within ten (10) days of delivery of thenotice of assessments.

Notwithstanding the foregoing, however, in the event the proposed budgetis disapproved or the Board fails for any reason to determine the budget for any year, thenand until such time as a budget shall have been determined as provided herein, the budgetin effect for the immediately preceding year shall continue for the current year.

Section 3. Special Assessments and Service Assessments

(a) Special Assessments

(1) Entire Membership. The Board of Directors may levy SpecialAssessments upon any Unit from time to time; provided, any Special Assessment whichwould exceed Three Hundred Dollars ($300.00) per Unit payable in any one year shallrequire the affirmative vote or written consent of Voting Members or their alternatesrepresenting a majority of the total votes in the Association and affirmative vote or writtenconsent of the Class "B" Member, if such exists. Special Assessments pursuant to thisparagraph shall be payable in such manner and at such times as determined by the Board,and may be payable in installments extending beyond the fiscal year in which the SpecialAssessment is approved, if the Board so determines.

(2) Less Than All Members. The Association may levy a SpecialAssessment against any Member individually and against such Member's Unit to reimbursethe Association for costs incurred in bringing a Member and his Unit into compliance withthe provisions of the Declaration, any amendments thereto, the Articles, the By-Laws, or

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the Association rules, which Special Assessment may be levied upon opportunity for ahearing.

(b) Service Assessments. The Board of Directors may levy a ServiceAssessment upon any Unit which receives services through the Association for video, dataand voice communications and transmissions, security, cable television, lawn and exteriorhome maintenance, valet, or other types of services, for which the amount of theassessment shall vary from Unit to Unit, depending upon the type or amount of benefitreceived by a Unit.

Section 4. Lien for Assessments. Upon recording of a notice of lien on any Unit, thereshall exist a perfected lien for unpaid assessments prior and superior to all other liens,except (1) all taxes, bonds, assessments, and other levies which by law would be superiorthereto, and (2) the lien or charge of any first Mortgage of record (meaning any recordedMortgage with first priority over other Mortgages) made in good faith and for value. Liensmay be enforced by suit, judgment and foreclosure.

The Association, acting on behalf of its Members, shall have the power to bidfor the Unit at foreclosure sale and to acquire and hold, lease, mortgage, and convey thesame. During the period in which a Unit is owned by the Association following foreclosure:(a) no right to vote shall be exercised on its behalf; (b) no assessment shall be levied onit; and (c) each other Unit shall be charged, in addition to its usual assessment, its equalpro rata share of the assessment that would have been charged such Unit had it not beenacquired by the Association as a result of foreclosure. Suit to recover a money judgmentfor unpaid Common Expenses and attorney's fees shall be maintainable withoutforeclosing or waiving the lien securing the same.

Section 5. Reserve Budget and Capital Contribution. The Board of Directors mayannually prepare a reserve budget to take into account the number and nature ofreplaceable assets, the expected life of each asset, and the expected repair orreplacement cost. The Board may set the required capital contribution in an amountsufficient to permit meeting the projected needs of the Association, as shown on thebudget, with respect both to amount and timing by annual assessments over the period ofthe budget. The capital contribution required, if any, may be fixed by the Board andincluded within and distributed with the budget and Base Assessment, as provided inSection 2 of this Article.

Section 6. Date of Commencement of Assessments. The obligation to pay BaseAssessments and Special Assessments shall commence as to each Unit on the first dayof the first month following the date of conveyance by the Declarant. The obligation to payService Assessments shall commence at the time of providing the service. Assessmentsshall be due and payable in a manner and on a schedule as the Board of Directors mayprovide. The first annual assessment shall be adjusted according to the number of daysremaining in the fiscal year at the time assessments commence on the Unit.

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Section 7. Subordination of the Lien to First Mortgages. The lien of assessments,including interest, late charges (subject to the limitations of Florida law), and costs(including attorney's fees) provided for herein, shall be subordinate to the lien of any firstMortgage upon any Unit. The sale or transfer of any Unit shall not affect the assessmentlien. However, the sale or transfer of any Unit pursuant to judicial or non-judicialforeclosure of a first Mortgage shall extinguish the lien of such assessments as to paymentwhich become due prior to such sale or transfer. No sale or transfer shall relieve such Unitfrom lien rights for any assessments thereafter becoming due. Where the Mortgageesholding a first Mortgage of record or other purchaser of a Unit obtains title pursuant toremedies under the Mortgage, it shall not be liable for the share of the Common Expensesor assessments by the Association chargeable to such Unit which became due prior tosuch acquisition of title. Such unpaid share of Common Expenses or assessments shallbe deemed to be Common Expenses collectible from Owners of all the Units, includingsuch acquirer, its successors and assigns.

Section 8. Contributions to Working Capital. Upon every transfer of record title to a Unitafter the date of recording of this Declaration, other than a transfer to a person or entitytaking title solely for the purpose of constructing a dwelling thereon for resale, acontribution shall be made by or on behalf of the purchaser to the Working Capital of theAssociation in an amount to be determined from time to time by resolution of the Board ofDirectors, but not less than one-half (1/2) of the annual Base Assessment per Unit for thatyear; provided, the Board of Directors may, but shall not be obligated to, establish thecontribution at a lesser amount for purchasers who are already Members of the Associationat the time of such acquisition. This contribution shall be deposited into the purchase andsales escrow and disbursed therefrom to the Association for use in covering operationexpenses and other expenses incurred by the Association pursuant to the terms of thisDeclaration and the By-Laws. The amount of the contribution to working capital is subjectto change without notice in the sole discretion of the Board of Directors. The Declarant,its parent, subsidiaries, affiliates and assigns shall be exempt from payment of thecontribution required by this Section. The capital contribution required by this Section shallconstitute an assessment against the Unit and shall be subject to the same lien rights andother rights of collection applicable to other assessments under this Article.

Section 9. Exempt Property. Notwithstanding anything to the contrary herein, thefollowing property shall be exempt from payment of Base Assessments, SpecialAssessments and Service Assessments:

(a) all Common Area, and

(b) all property dedicated to and accepted by any governmental authorityor public utility, including, without limitation, public schools, public streets, and public parks,if any.

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ARTICLE XI - ARCHITECTURAL STANDARDS

The Board of Directors shall have the authority and standing, on behalf of theAssociation, to enforce in any court of competent jurisdiction decisions of the committeesestablished in Sections 1 and 2 of this Article Xl. This Article may not be amended withoutwritten consent of the Master Developer and the Declarant, so long as the Declarant ownsany land subject to this Declaration or subject to annexation to this Declaration.

No construction, which term shall include within its definition staking, clearing,excavation, grading and other site work, no exterior alteration or modification of existingimprovements, and no plantings or removal of plants, trees, or shrubs shall take placeexcept in strict compliance with this Article, until the requirements below have been fullymet, and until the approval of the appropriate committee has been obtained. The Boardof Directors may establish reasonable fees to be charged by the committees on behalf ofthe Association for review of an application for approval hereunder, which fees, ifestablished, shall be paid in full prior to review of any application hereunder.

Except as otherwise provided by the New Construction Committee, all structuresconstructed on any portion of the Properties shall be designed by and built in accordancewith the plans and specifications of an architect or engineer licensed in the State of Florida.

Section 1. New Construction Committee. The New Construction Committee ("NCC")shall have exclusive jurisdiction over all original construction on any portion of theProperties. The NCC shall consist of at least three (3), but no more than five (5), persons.Until one hundred (100%) percent of the Properties have been developed and conveyedto purchasers other than builders and developers in the normal course of development andsale, the Declarant retains the right to appoint all members of the NCC

The NCC shall prepare and, on behalf of the Board of Directors, shallpromulgate design and development guidelines and application and review procedures.Copies shall be available from the New Construction Committee for review. The guidelinesand procedures shall be those of the Association, and the NCC shall have sole and fullauthority to prepare and to amend them. It shall make the guidelines and proceduresavailable to Owners, builders and developers who seek to engage in development of orconstruction upon all or any portion of the Properties and such Owners, builders anddevelopers shall conduct their operations strictly in accordance therewith. In the event thatthe NCC fails to approve or disapprove plans submitted to it, or to request additionalinformation reasonably required, within thirty (30) days after submission thereof, the plansshall be deemed approved.

Section 2. Modifications Committee. The Board of Directors may establish aModifications Committee ("MC") to consist of at least three (3) and no more than five (5)persons, all of whom shall be appointed by the Board of Directors. Members of the MCmay include architects or similar professionals who are not Members of the Association.

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The MC, if established, shall have jurisdiction over modifications, additions, or alterationsmade on or to existing improvements and the open space, if any, appurtenant thereto.

The MC shall promulgate detailed standards and procedures governing itsareas of responsibility and practice, subject to and consistent with those of the NCC. Inthe event of any conflict, the ruling of the NCC shall be controlling. In addition thereto, thefollowing shall apply: plans and specifications showing the nature, kind, shape color, size,materials, and location of such modifications, additions or alterations, shall be submittedto the MC for approval as to quality of workmanship and design and as to harmony ofexternal design with existing structures, location in relation to surrounding structures,topography and finish grade elevation. Nothing contained herein shall be construed to limitthe right of an Owner to remodel the interior of his Unit, or to paint the interior of his Unitany color desire; provided, modification or alterations to the interior of screened porches,patios and similar portions of a Unit visible from outside the Unit shall be subject toapproval hereunder. In the event that the MC fails to approve or disapprove such plansor to request additional information reasonably required within thirty (30) days aftersubmission, the plans shall be deemed approved.

Section 3. No Waiver of Future Approvals. The approval of either the NCC or MC of anyproposals or plans and specifications or drawings for any work done or proposed, or inconnection with any other matter requiring the approval and consent of such Committee,shall not be deemed to constitute a waiver of any right to withhold approval or consent asto any similar proposals, plans and specifications, drawings, or matters whatsoeversubsequently or additionally submitted for approval or consent.

Section 4. Variance. The NCC may authorize variances from compliance with any ofits guidelines and procedures based upon circumstances such as topography, naturalobstructions, hardship, design, aesthetic, environmental or other reasonable considerationsrequired. No variances shall (a) be effective unless in writing; (b) be contrary to therestrictions set forth in the body of this Declaration; or (c) stop the Committee from denyinga variance in other circumstances. For purposes of this Section, the inability to obtainapproval of any governmental agency, the issuance of any permit, or the terms of anyfinancing shall not be considered a hardship warranting a variance.

Section 5. Compliance. Any contractor, subcontractor, agent, employee or other inviteeof an Owner who fails to comply with the terms and provisions of the guidelines andprocedures promulgated by the NCC or MC may be excluded by the Board from theProperties without liability to any person, subject to the notice and hearing procedurescontained in Article III, Section 22 of the By-Laws.

Section 6. MARC. Notwithstanding anything contained herein to the contrary,architectural approvals are also required from the MARC, pursuant to and as set forth inthe Master Declaration and all required governmental permits must be obtained.

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ARTICLE XII - USE RESTRICTIONS

The Properties shall be used only for residential, recreational, home office andrelated purposes (which may include, without limitation, offices for any property managerretained by the Association or business offices for the Declarant or the Association) as maymore particularly be set forth in this Declaration and amendments hereto and such otheruses as are permitted by the Development Agreements and local and State law. TheAssociation, acting through its Board of Directors, shall have standing and the power toenforce such standards.

The Association, acting through its Board of Directors, shall have authority to makeand to enforce standards and restrictions governing the use of the Properties, in additionto those contained herein, and to impose reasonable user fees for use of Common Areafacilities. Such regulations and use restrictions shall be binding upon all Owners andoccupants until and unless overruled, canceled or modified in a regular or special meetingof the Association by the vote of Voting Members representing a majority of the total votesin the Association and by the Class "B" Member, so long as such membership shall exist.Notwithstanding anything to the contrary herein, the Declarant shall be exempt fromapplication of the provisions of this Article XII so long as it owns any property subject tothis Declaration.

Section 1. Signs. No sign, billboard or advertisement of any kind, including, withoutlimitation, those of realtors, contractors and subcontractors, shall be erected within theProperties without the written consent of the Board of Directors, except as may be requiredby legal proceedings. If permission is granted to any Owner to erect a sign within theProperties, the Board reserves the right to restrict the size, color, lettering and location ofsuch sign. The Board of Directors or Declarant shall have the right to erect signs as they,in their discretion, deem appropriate. Under no circumstances shall signs, flags, bannersor similar items advertising or providing directional information with respect to activitiesbeing conducted outside the Properties be permitted within the Properties. No sign shallbe nailed or otherwise attached to trees.

Section 2. Parking. Vehicles may be parked only in the garages or in the driveways, ifany, serving the Units or in appropriate spaces or designated areas in which parking mayor may not be assigned and then subject to such reasonable rules and regulations as theBoard of Directors may adopt. Notwithstanding the above, no more than two (2) vehiclesshall be parked in the driveway serving the Unit on a regular basis. For purposes of thisSection, a car shall be deemed parked on a "regular basis" if parked in such driveway morethan seventy-two (72) hours in any seven day period without prior approval of the Board.Garage doors shall remain closed at all times except during ingress and egress.

Section 3. Prohibited Vehicles. Commercial vehicles, vehicles with commercial writingon their exteriors, vehicles primarily used or designed for commercial purposes, pick-uptrucks or vans equal to or in excess of three-quarters (3/4) of a ton, tractors, mobile homes,recreational vehicles, trailers (either with or without wheels), campers, camper trailers,

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boats and other watercraft, and boat trailers shall be parked only in enclosed garages or

other areas, if any, designated by the Board. Stored vehicles and vehicles which are either

obviously inoperable or do not have current operating licenses shall not be permitted on

any Unit except within enclosed garages. For purposes of this Section, a vehicle shall beconsidered "stored" if it is put up on blocks or covered with a tarpaulin and remains on

blocks or so covered for fourteen (14) hours without the prior approval of the Board.

Section 4. Delivery and Service Vehicles. Notwithstanding the foregoing, service and

delivery vehicles may be parked in the driveway of a Unit during daylight hours for suchperiod of time as is reasonably necessary to provide service or make a delivery to the Unit.Any vehicle which is parked in violation of this Section 2 or parking rules promulgated bythe Board may be towed in accordance with Article Ill, Section 22 of the By-Laws.

Section 5. Occupants Bound. All provisions of the Declaration, By-Laws and of anyrules and regulations or use restrictions promulgated pursuant thereto which govern theconduct of Owners and which provide for sanctions against Owners shall also apply to alloccupants, guests and invitees of any Unit. Every Owner shall cause all occupants of hisor her Unit to comply with the Declaration, By-Laws, and the rules and regulations adoptedpursuant thereto, and shall be responsible for all violations and losses to the Common

Areas caused by such occupants, notwithstanding the fact that such occupants of a Unit

are fully liable and may be sanctioned for any violation of the Declaration, By-Laws, and

rules and regulations adopted pursuant thereto.

Section 6. Animals and Pets. No animals, livestock, or poultry of any kind shall beraised, bred, or kept on any portion of the Properties, except that dogs, cats, or other usual

and common household pets not to exceed two (2) of any one kind and a total of four (4)

may be permitted in a Unit. However, the Association may grant a variance to permit morethan two (2) of any one kind of permitted household pets per Unit, provided that the

Association shall not grant a variance to exceed the total limitation of total of four (4) pets

per Unit. Those pets which are permitted to roam free, or, at the sole discretion of the

Association, endanger the health, make objectionable noise, or constitute a nuisance or

inconvenience to the Owners of other Units or the Owner of any portion of the Properties

shall be removed upon request of the Board; if the owner fails to honor such request, the

pet may be removed by the Board. No pets shall be kept, bred, or maintained for any

commercial purpose. Household pets shall at all times whenever they are outside a Unit

be confined on a leash held by a responsible person.

Section 7. Annoyances. No portion of the Properties shall be used, in whole or in part,

for the storage of any property or thing that will cause it to appear to be in an unclean or

untidy condition, or that will be obnoxious to the eye; nor shall any substance, thing, or

material be kept upon any portion of the Properties that will emit foul or obnoxious odors

or that will cause any noise or other, condition that will or might disturb the peace, quiet,

safety, comfort, or serenity of the occupants of surrounding property. No noxious, illegal

or offensive activity shall be carried on upon any portion, of the Properties, nor shall

anything be done thereon tending to cause embarrassment, discomfort, annoyance, or

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Instrument# 2007-080360 it 29Book: 6038Page: 3525

nuisance to any person using any portion of the Properties. There shall not be maintainedany plants or animals or device or thing of any sort whose activities or existence in any wayis noxious, dangerous, or destroys the enjoyment of the Properties. No outside burning ofwood, leaves, trash, garbage or household refuse shall be permitted within the Properties.

Section 8. Unsightly or Unkempt Conditions. It shall be the responsibility of each Ownerto prevent the development of any unclean, unhealthy, unsightly, or unkempt condition onhis or her Unit.

Section 9. Antennas. No exterior antennas, aerials, satellite dishes, or other apparatusfor the transmission of television, radio, or other signals of any kind shall be place, allowedor maintained upon any portion of the Properties, including any Unit, without the priorwritten consent of the Board or its designee. Sattelite dishes shall not be greater thaneighteen (18) inches in diameter and shall be located or screened so as to minimize theview thereof from neighboring Units, streets, the Golf Course and property located adjacentto the Unit. The Declarant and/or the Association shall have the right, without obligation,to erect an aerial, satellite dish, or other apparatus for a master antenna or cable systemfor the benefit of all, or a portion of the Properties, should any such master system orsystems be utilized by the Association and require any such exterior apparatus.

Section 10. Basketball Equipment, Garbage Cans, Tanks, Etc. All basketball hoops andbackboards, garbage cans, storage tanks, mechanical equipment and other similar itemsshall be located or screened so as to be concealed from view of neighboring Units, streets,the Golf Course and property located adjacent to the Unit. All rubbish, trash, and garbageshall be stored in appropriate containers with lids and regularly removed from theProperties and shall not be allowed to accumulate thereon.

Section 11. Subdivision of Unit and Time Sharing. No Unit shall be subdivided or itsboundary lines changed except with the prior written approval of the Board of Directors ofthe Association. The Board may permit a division in ownership of any Unit intended for asingle family detached residence, as shown on a subdivision plat, but solely for thepurpose of increasing the size of the adjacent Units. In the event of a division in ownershipof any Unit, the Owners among whom the ownership is divided shall be treated asco-owners of the divided Unit for purposes of voting and shall be jointly and severally liablefor all assessments against the Unit hereunder. Any such division, boundary line change,or replatting shall not be in violation of the applicable subdivision and zoning regulations.

No Unit shall be made subject to any type of timeshare program, intervalownership or similar program whereby the right to exclusive use of the Unit rotates amongmultiple Owners or members of the program on a first or floating time schedule over aperiod of years, except with the prior written approval of the Master Developer, andprovided timeshares are allowed under the applicable Development Agreements. Suchapproval by the Master Developer will not be unreasonably withheld. In its determinationof whether to grant approval, it shall be reasonable for the Master Developer to denyapproval if it determines, in its sole discretion, that timeshare units are incompatible with

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the surrounding neighborhoods. This Section shall not prohibit ownership of a Unit by upto four (4) joint tenants or tenants-in-common.

Section 12. Firearms, Fireworks. The discharge of firearms or use of fireworks within theproperties is prohibited except with the prior approval of the Board of Directors. The term"firearms" includes "B-B" guns, pellet guns, and other firearms of all types, regardless ofsize. Notwithstanding anything to the contrary contained herein or in the By-Laws, theAssociation shall not be obligated to take action to enforce this Section.

Section 13. Pools. Spas. No above-ground pools shall be erected, constructed orinstalled on any Unit. Above-ground spas are permitted, provided they have beenapproved and are screened from view of neighboring Units, streets, the Golf Course andproperty located adjacent to the Unit, or are in a screened enclosure.

Section 14. Irrigation. No sprinkler or irrigation systems of any type which draw uponwater from creeks, streams, rivers, lakes, ponds, wetlands, canals or other ground orsurface waters within the Properties shall be installed, constructed or operated within theProperties by any Person, other than the Association, unless prior written approval hasbeen received from the NCC. All Units must have an irrigation system, which must beconnected hooked up to any available re-use system. All irrigation systems shall besubject to approval in accordance with Article XI of this Declaration. Provided, however,this Section shall not apply to the Declarant, and it may not be amended withoutDeclarant's written consent so long as Declarant has the right to add property inaccordance with Article VIII, Section 1. Nothing in this section is intended to allowDeclarant to have access to irrigation sources or to alter drainage in violation of the MasterDeclaration.

Section 15. Tents, Trailers and Temporary Structures. Except as may be permitted bythe NCC during initial construction within the Properties, no tent, utility shed, shack, traileror other structure of a temporary nature shall be placed upon any Unit.

Section 16. Drainage. Catch basins and drainage areas are for the purpose of naturalflow of water only. No obstructions or debris shall be placed in these areas. No personother than Declarant or the Association may obstruct or rechannel the drainage flows afterlocation and installation of drainage swales, storm sewers, or storm drains. Declaranthereby reserves for itself and the Association a perpetual easement across the Propertiesfor the purpose of altering drainage and water flow. Nothing in this section is intended toallow Declarant to have access to irrigation sources or to alter drainage in violation of theMaster Declaration.

Section 17. Tree Removal. Except in emergency situations, no trees shall be removed,without the written consent of the MC.

Section 18. Sight Distance at Intersections. All property located at street intersectionsshall be landscaped so as to permit safe sight across the street corners. No fence, wall,

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hedge, or shrub planting shall be placed or permitted to remain where it would create atraffic or sight problem.

Section 19. Utility Lines. No overhead utility lines, including lines for cable television,shall be permitted within the Properties, except for temporary lines as required duringconstruction and high voltage lines if required by law or for safety purposes.

Section 20. Air Conditioning Units. All air conditioning units shall be screened from viewof neighboring Units, streets, the Golf Course and property located adjacent to the Unit.Except as may be permitted by the MC, no window air conditioning units may be installedin any Unit.

Section 21. Lighting. Except for seasonal decorative lights, all exterior lights must beapproved in accordance with Article XI of this Declaration.

Section 22. Exterior Sculpture, Flags and Similar Items. Exterior sculpture, fountains,flags, and similar items must be approved in accordance with Article XI of this Declaration.In accordance with Chapter 720.304(2), Florida Statutes (2005), any Owner may displayone portable, removable United States flag or official flag of the State of Florida in arespectful manner, and on Armed Forces Day, Memorial Day, Flag Day, IndependenceDay, and Veterans Day may display in a respectful manner portable, removable officialflags, not larger than 41/2 feet by 6 feet, which represent the United States Army, Navy,Air Force, Marine Corps, or Coast Guard, regardless of any rules or requirements of theAssociation dealing with flags or decorations.

Section 23. Energy Conservation Equipment. No solar energy collector panels orattendant hardware or other energy conservation equipment shall be constructed orinstalled on any Unit unless it is an integral and harmonious part of the architectural designof a structure, as determined in the sole discretion of the appropriate committee pursuantto Article XI hereof. Under no circumstances shall solar panels be installed so as to bevisible from any street in the Properties.

Section 24. Wetlands, Lakes and Water Bodies. All wetlands within the Properties shallbe left in their natural state and no alteration thereof or construction thereon shall bepermitted. All lakes, ponds, and streams within the Properties, if any, shall be aestheticamenities only, and no other use be permitted. No boating or fishing shall be allowedexcept as expressly provided in the Master Declaration and/or as expressly permitted byICDD, if ICDD has maintenance thereof. The Association shall not be responsible for anyloss, damage, or injury to any person or property arising out of the authorized orunauthorized use of lakes, ponds, or streams within the Properties.

Section 25. Playground. Any playground or other play areas or equipment furnished bythe Association or erected within the Properties shall be used at the risk of the user, andthe Association shall not be held liable to any Person for any claim, damage or injuryoccurring thereon or related to use thereof.

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Section 26. Fences. No dog runs, animal pens or fences of any kind shall be permittedon any Unit except as approved in accordance with Article XI of this Declaration.

Section 27. Business Use. No trade or business may be conducted in or from any Unit,except that an Owner or occupant residing in a Unit may conduct business activities withinthe Unit so long as: (a) the existence or operation of the business activity is not apparentor detectable by sight, sound or smell from outside the Unit; (b) the business activityconforms to all zoning requirements for the Properties; (c) the business activity isconsistent with the residential character of the Properties and does not constitute anuisance or a hazardous or offensive use, or threaten the security or safety of otherresidents of the Properties, as may be determined in the sole discretion of the Board; and(d) is consistent with the "Home Office" provisions of the Development Agreements.

The terms "business" and "trade", as used in this provision, shall beconstrued to have their ordinary, generally accepted meanings, and shall include, withoutlimitation, any occupation, work or activity undertaken on an ongoing basis which involvesthe provision of goods or services to persons, other than the provider's family and for whichthe provider receives a fee, compensation, or other form of consideration, regardless ofwhether: (i) such activity is engaged in full or part-time; (ii) such activity is intended to ordoes generate a profit; or (iii) a license is required therefor. Notwithstanding the above, theleasing of a Unit shall not be considered a trade or business within the meaning of thisSection. This Section shall not apply to any activity conducted by the Declarant withrespect to its development and sale of the Properties or its use of any Units which it ownswithin the Properties, including the operation of a timeshare or similar program.

Section 28. On Site Fuel Storage. No on-site storage of gasoline or other fuels shall bepermitted on any part of the Properties except: up to five (5) gallons of fuel may be storedon each Unit for emergency purposes and operation of lawn mowers and similar tools orequipment; up to twenty (20) pound propane gas tanks may be stored for outdoor cookingequipment; and the Association shall be permitted to store fuel for operation ofmaintenance vehicles, generators and similar equipment. Notwithstanding this provision,underground fuel tanks for storage of heating fuel for dwellings, pools, gas grills and similarequipment may be permitted if approved in accordance with Article Xl.

Section 29. Storm Precautions. No hurricane or storm shutters shall be permanentlyinstalled on any structure or Unit unless incorporated architecturally into the structure, andunless first approved in accordance with Article XI hereof; provided, however, that any suchpermanently installed hurricane or storm shutters must be stored in the open position whennot in use during storm conditions. Hurricane or storm shutters may be installedtemporarily, and other storm precautions may be taken to protect structures on a Unit,while the threat of a hurricane or similar storm is imminent; provided, all such shutters andother exterior alterations or additions made as a storm precaution shall be promptlyremoved once the storm or imminent threat of the storm has passed.

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Section 30. Play Equipment, Strollers, Etc. All bicycles, tricycles, scooters, skateboards,and other play equipment, wading pools, baby strollers and similar items shall be storedso as not to be visible from streets or property adjacent to the Unit. No such items shall beallowed to remain on the Common Area or on Units so as to be visible from adjacentproperty when not in use. Notwithstanding the above, the Board may, but shall not beobligated to, permit swing sets and similar permanent playground equipment to be erectedon Units provided approval is obtained in accordance with Article XI hereof. All permittedswing sets and playground equipment shall be screened from view of neighboring Units,streets, the Golf Course and property located adjacent to the Unit.

Section 31. Window Coverings. All windows on any structure which are visible from thestreet or dwellings on other Units shall have window coverings which have a bronze,smoke, white or off-white backing or blend with the exterior color of the dwelling, asdetermined in the sole discretion of the Modifications Committee after application pursuantto Article XI hereof. Reflective window coverings are prohibited except for smoke or bronzecolored reflective coverings.

Section 32. Leasing. No Unit may be leased or rented for less than six (6) monthswithout the written approval of the Declarant and the Master Developer. In no event shallany Unit be leased or rented more than two (2) times per year without the written approvalof the Declarant and the Master Developer.

ARTICLE XIII - GENERAL PROVISIONS

Section 1. Term. The covenants and restrictions of this Declaration shall run with andbind the Properties, and shall inure to the benefit of and shall be enforceable by theAssociation or the Owner of any Properties subject to this Declaration, their respectivelegal representatives, heirs, successors, and assigns, for a term of thirty (30) years fromthe date this Declaration is recorded, after which time they shall be automatically extendedfor successive periods of ten (10) years, unless an instrument in writing, signed by amajority of the then Owners, has been recorded within the year preceding the beginningof each successive period of ten (10) years, agreeing to change said covenants andrestrictions, in whole or in part, or to terminate the same, in which case this Declarationshall be modified or terminated as specified therein.

Section 2. Amendment and Supplemental Declarations. Until termination of the Class"B" Control Period, Declarant may unilaterally amend or supplement this Declaration withthe Master Developer's consent. Thereafter this Declaration may be amended only by theaffirmative vote (in person or by alternate) or written consent, or any combination thereof,of Voting Members representing two-thirds (2/3) of the voting interests of the Associationand with the Master Developer's consent. However, the percentage of votes necessaryto amend a specific clause shall not be less than the prescribed percentage of affirmativevotes required for action to be taken under that clause. Any amendment to be effectivemust be recorded in the Public Records of Volusia County, Florida.

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No amendment which affects the storm water management system within theProperties or maintenance thereof shall be effective without the prior written consent of theSJRWMD.

If an Owner consents to any amendment to this Declaration or the By-Laws,it will be conclusively presumed that such Owner has the authority so to consent and nocontrary provision in any Mortgage or contract between the Owner and a third party willaffect the validity of such amendment.

No amendment may remove, revoke, or modify any right or privilege ofDeclarant without the written consent of Declarant or the assignee of such right or privilege.

Section 3. Indemnification. The Association shall indemnify every officer, director, andcommittee member against any and all expenses, including counsel fees, reasonablyincurred by or imposed upon such officer, director, or committee member in connectionwith any action, suit, or other proceeding (including settlement of any suit or proceeding,if approved by the then Board or Directors) to which he or she may be a party by reasonof being or having been an officer, director, or committee member. The officers, directors,and committee members shall not be liable for any mistake of judgment, negligent orotherwise, except for their own individual willful misfeasance, malfeasance, misconduct,or bad faith. The officers and directors shall have no personal liability with respect to anycontract or other commitment made by them, in good faith, on behalf of the Association(except to the extent that such officers or directors may also be Members of theAssociation), and the Association shall indemnify and forever hold each such officer anddirector free and harmless against any and all liability to others on account of any suchcontract or commitment. Any right to indemnification provided for herein shall not beexclusive of any other rights to which any officer, director, or committee member, or formerofficer, director, or committee member may be entitled. The Association shall, as acommon expense, maintain adequate general liability and officers' and directors' liabilityinsurance to fund this obligation, if such insurance is reasonably available.

Section 4. Easements for Utilities, Etc. There is hereby reserved unto Declarant, solong as the Declarant owns any property described on Exhibit "A", the Association, and thedesignees of each (which may include, without limitation, The City of Daytona Beach,Florida, and any utility), blanket easements upon, over, across, and under all of theProperties for: ingress and egress dispensing pesticides; installation, replacing, repairing,relocation and maintaining security and similar systems; roads; walkways; bicyclepathways; lakes; ponds; wetlands; drainage systems; streetlights; signage; and all utilities,including, but not limited to, water, sewers, meter boxes, cable television, video, internetand telecommunications facilities, telephone, gas, and electricity; provided, the exerciseof this easement shall not unreasonably interfere with the use of any Unit and, except inan emergency, entry into any Unit shall be made only after reasonable notice to the Owneror occupant thereof.

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Without limiting the generality of the foregoing, there are hereby reserved forthe local water supplier easements across all Units for ingress, egress, installation, reading,replacing, repairing, and maintaining water meter boxes. Notwithstanding anything to thecontrary contained in this Section, no sewers, electrical lines, water lines, or other utilitiesmay be installed or relocated on the Properties, except as may be approved by theAssociation's Board of Directors or as provided by Declarant.

Should any entity furnishing a service covered by the general easementherein provided request a specific easement by separate recordable document, the Boardof Directors shall have the right to grant such easement over the Properties withoutconflicting with the terms hereof. The easements provided for in this Article shall in no wayadversely affect any other recorded easement on the Properties.

The Board shall have, by a two-thirds (2/3) vote, the power to dedicateportions of the Common Area to The City of Daytona Beach, Florida, or to any other local,state, or federal governmental entity, subject to such approval requirements as may becontained in Article XIV, Section 2 of this Declaration.

Section 5. Cable Television. The Declarant reserves unto itself, its successors, assigns,contractors, designees and nominees: (i) ownership of any communications and datatransmissions equipment, closed circuit, master antenna or satellite, community antennaor cable television system, or other type of cable system, or pay-per-view system, or thelike (including any and all related conduits, equipment, fixtures, wires, amplifiers, antennas,towers and other apparatus and equipment) which it (or one of its successors, assigns,contractors, designees or nominees) installs in part or whole on the Properties (any suchsystem and its related apparatus and equipment being hereinafter referred to as the"Telecommunications Facilities"); (ii) a perpetual easement over, through and across theGeneral Common Area, the Exclusive Common Area, and any other portions of theProperties outside the perimeter walls of any attached or detached residence now orhereafter included in any Unit, to the extent reasonably necessary for the installation,servicing, maintenance, repair, modification, replacement and removal of theTelecommunications Facilities or any part thereof; provided, however, in no event shall therights reserved hereunder substantially interfere with the use of any Unit by its Owner; (iii)the right to connect the Telecommunications Facilities to whatever receiving source theowner of the Telecommunications Facilities deems appropriate; (iv) the exclusive right toprovide (or cause to be provided) to the Units, to the fullest extent permitted underapplicable law, as amended from time to time, all or any mandatory or non-mandatorytelecommunications services, including, without limitation, "Basic LocalTelecommunications Services" and "Non-Basic Service", as hereinafter defined, throughthe Telecommunications Facilities (and related ancillary services to the Units, including butnot limited to, safety-related services) at charges similar to those normally paid for likeservices by residents of single-family homes or condominium units within the generalvicinity of the Properties, and to retain or assign all such charges; and (v) the right torequire that any or all Units constructed within the Property include outlets fortelecommunications facilities equal to at least the number of bedrooms plus one. "BasicLocal Telecommunications Services" shall mean "voice grade, flat residential and flat ratesingle-line business local exchange services which provide dial tone, local usage

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necessary to place unlimited calls within a local exchange area, dual tone multifrequencydialing and access to the following emergency services such as "911"; all locally availableinter-exchange companies; directory assistance; operator services; relay services and analphabetical directory listing. In addition, it shall provide any extended area service routesand extended calling services so provided. "Non-Basic Service" is any telecommunicationsservice provided by a telecommunications company other than Basic Service. Thisprovision shall not be construed as permitting access to the interior of any attached ordetached residence, now or hereafter included in any Unit without the Owner's consent.

THE DECLARANT AND THE ASSOCIATION INTEND TO ENTER INTO ONE ORMORE LONG TERM AGREEMENTS WHEREIN CERTAIN OF THE FOREGOINGSPECIFICALLY ENUMERATED SERVICES ARE BEING PROVIDED BY AN AFFILIATEOF DECLARANT TO UNIT OWNERS THROUGH THE ASSOCIATION. THEAGREEMENT WILL SET FORTH THE TERMS AND CONDITIONS UNDER WHICHSERVICES ARE TO BE PROVIDED, INCLUDING THE RATES TO BE PAID BYOWNERS, WHICH SUMS MUST BE PAID WHETHER A UNIT OWNER USES THEASSOCIATION'S CONTRACTED FOR SERVICE OR NOT. IF ANY SUCH AGREEMENTIS ENTERED INTO AND OUTSTANDING, ANY SELLER OF A LOT SUBJECT TO THISDECLARATION (INCLUDING THE DECLARANT AND ANY SUCCEEDING LOT OWNER)SHALL PROVIDE TO THE PURCHASER AT THE TIME THE PURCHASE CONTRACTIS SIGNED THE DESCRIPTION OF THE APPLICABLE SERVICES AND CHARGESCURRENTLY PUBLISHED BY THE AFFILIATE OF THE DECLARANT PROVIDING THESERVICES AND REQUIRING CHARGES.

Section 6. Easement for Golf Balls. Every Unit and the Common Areas are burdenedwith an easement permitting golf balls unintentionally to come upon the Common Area,Units or common property immediately adjacent to the Golf Course and for golfers atreasonable times and in a reasonable manner to come upon the Common Area, or theexterior portions of a Unit to retrieve errant golf balls; provided, however, if any Unit isfenced or walled, the golfer shall seek the Owner's permission before entry. The existenceof this easement shall not relieve golfers of liability for damage caused by errant golf balls;however, the Association and the Declarant shall not, under any circumstances, be heldliable for damages resulting from errant golf balls.

Section 7. Severability. Invalidation of any one of these covenants or restrictions byjudgment or court order shall in no way affect any other provisions, which shall remain infull force and effect.

Section 8. Right of Entry. The Association shall have the right, but not the obligation,to enter into any Unit for emergency and safety reasons, to abate nuisances (including,without limitation, false burglar alarms) and to inspect for the purpose of ensuringcompliance with this Declaration, the By-Laws, and the Association rules, which right maybe exercised by the Association's Board of Directors, officers, agents, employees,managers, and all policemen, firemen, ambulance personnel, and similar emergencypersonnel in the performance of their respective duties. Except in an emergency situation,entry shall only be during reasonable hours and after notice to the Owner. This right of

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entry shall include, but not be limited to, the right of the Association to enter a Unit to cureany condition which may increase the possibility of a fire or other hazard in the event anOwner fails or refuses to cure the condition within a reasonable time after request by theBoard.

Section 9. Perpetuities. None of the covenants, conditions, restrictions, or otherprovisions of this Declaration shall be unlawful, void, or voidable for violation of the ruleagainst perpetuities. If any Court should find that any provision is unlawful, void, orvoidable for violation of the rule against perpetuities then such provisions shall continueonly until twenty-one (21) years after the death of the last survivor of the now livingdescendants of Elizabeth II, Queen of England.

Section 10. Litigation. No judicial or administrative proceeding shall be commenced orprosecuted by the Association unless approved by a vote of seventy-five (75%) percent ofthe Voting Members. This Section shall not apply, however, to (a) actions brought by theAssociation to enforce the provisions of this Declaration (including, without limitation, theforeclosure of liens), (b) the imposition and collection of assessments as provided in ArticleX hereof, (c) proceedings involving challenges to ad valorem taxation, or (d) counterclaimsbrought by the Association in proceedings instituted against it. This Section shall not beamended unless such amendment is made by the Declarant or is approved by thepercentage votes, and pursuant to the same procedures, necessary to instituteproceedings as provided above.

Section 11. Cumulative Effect: Conflict. The covenants, restrictions, and provisions of thisDeclaration shall be cumulative with those of the Master Declaration and the Associationmay, but shall not be required to, enforce the latter; provided, however, in the event ofconflict between or among such covenants and restrictions, and provisions of any Articlesof Incorporation, By-Laws, rules and regulations, policies, or practices adopted or carriedout pursuant thereto, those of the Association shall prevail. The foregoing priorities shallapply, but not be limited to, the liens for assessments created in favor of the Association.

Section 12. Use of the Phrase "Centennial Park at LPGA International". No Person shalluse the phrase "Centennial Park at LPGA International" or any derivative thereof in anyprinted or promotional material without the prior written consent of the Declarant. However,Owners may use the term "Centennial Park at LPGA International" in printed orpromotional matter where such term is used solely to specify that particular property islocated within Centennial Park at LPGA International and the Association shall be entitledto use the phrase "Centennial Park at LPGA International".

Section 13. Compliance. Every Owner and occupant of any Unit, their guests andinvitees, shall comply with all lawful provisions of this Declaration, the By-Laws, and rulesand regulations of the Association. Failure to comply shall be grounds for an action torecover sums due, for damages or injunctive relief, or for any other remedy available at lawor in equity, maintainable by the Association or, in a proper case, by any aggrieved UnitOwner or Owners.

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Section 14. Security. The Association may, but shall not be obligated to, maintain orsupport certain activities within the Properties designed to make the Properties safer thanthey otherwise might be. Neither the Association, the Declarant, nor any successordeclarant shall in any way be considered insurers or guarantors of security within theProperties, and neither the Association, the Declarant, nor any successor declarant shallbe held liable for any loss or damage by reason or failure to provide adequate security orineffectiveness of security measures undertaken. All owners and occupants of any Unit,tenants, guests and invitees of any Owner, as applicable, acknowledge that theAssociation, the Board, the Declarant, or any successor declarant, the NCC and the MCdo not represent or warrant that any fire protection system, burglar alarm system or othersecurity system designated by or installed according to guidelines established by theDeclarant, the NCC or the MC may not be compromised or circumvented, that any fireprotection or burglar alarm systems or other security systems will prevent loss by fire,smoke, burglary, theft, hold-up, or otherwise, nor that fire protection or burglar alarmsystems or other security systems will in all cases provide the detection or protection forwhich the system is designed or intended. Each Owner, and occupant of any Unit, andeach tenant, guest and invitee of an owner, as applicable, acknowledges and understandsthat the Association, its Board of Directors and committees, the Declarant, or anysuccessor declarant are not insurers and that each Owner and occupant of any Unit andeach tenant, guest and invitee of any Owner assumes all risks for loss or damage topersons, to Units and to the contents of Units and further acknowledges that theAssociation, its Board of Directors and committees, the Declarant, or any successordeclarant have made no representations or warranties nor has any owner, occupant,tenant, guest or invitee relied upon any representations or warranties, expressed orimplied, including any warranty or merchantability or fitness for any particular purpose,relative to any firm and/or burglar alarm systems or other security systems recommendedor installed or any security measures undertaken within the properties.

Section 15. Notice of Transfer of Unit. In the event that any Owner desires to sell orotherwise transfer title of his or her Unit, such Owner shall give the Board of Directors atleast seven (7) days prior written notice of the name and address of the purchaser ortransferee, the date on which such transfer of title is to take place, and such otherinformation as the Board of Directors may reasonably require. Until such written notice isreceived by the Board of Directors and the working capital contribution required by ArticleX, Section 9 hereof is paid in full, the transferor shall remain jointly and severally liable withthe transferee for all obligations of the Owner of the Unit, including payment of allassessments, notwithstanding the transfer of title to the Unit.

Section 16. Dissolution of Association. The Association shall not be dissolved nor shallit dispose of any real property contained within the Common Area, by sale or otherwise(except to an entity organized for the purpose of owning and maintaining such CommonAreas), without the prior approval of the City Commission of The City of Daytona Beach,Florida, and the Master Association. The City Commission, as a condition precedent toapproving such dissolution, may require dedication of Common Areas or utilities to thepublic as deemed necessary. In the event of dissolution of the Association, control and

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responsibility for maintenance, together with all easements related thereto, shall betransferred to a governmental agency or another association not-for-profit or a similarorganization.

ARTICLE XIV - MORTGAGEE PROVISIONS

The following provisions are for the benefit of holders of first Mortgages on Units inthe Properties. The provisions of this Article apply to both this Declaration and to theBy-Laws, notwithstanding any other provisions contained therein.

Section 1. Notices of Action. An institutional holder, insurer, or guarantor of a firstMortgage who provides written request to the Association (such request to state the nameand address of such holder, insurer, or guarantor and the Unit number, therefore becomingan eligible holder), will be entitled to timely written notice of: (a) any condemnation lossand any casualty loss which affects a material portion of the Properties or which affects anyUnit on which there is a first Mortgage held, insured, or guaranteed by such eligible holder;(b) any delinquency in the payment of assessments or charges owed by an Owner of aUnit subject to the Mortgage of such eligible holder, where such delinquency has continuedfor a period of sixty (60) days; provided, however, notwithstanding this provision, anyholder of a first Mortgage, upon request, is entitled to written notice from the Associationof any default in the performance by an Owner of a Unit of any obligation under theDeclaration or By-Laws of the Association which is not cured within sixty (60) days; (c) anylapse, cancellation, or material modification of any insurance policy maintained by theAssociation; or (d) any proposed action which would require the consent of a specifiedpercentage of eligible holders.

Section 2. Special FHLMC Provision. So long as required by the Federal Home LoanMortgage Corporation, the following provisions apply in addition to and not in lieu of theforegoing. Unless at least sixty-seven (67%) percent of the first Mortgagees or VotingMembers representing at least sixty-seven (67%) percent of the total Association voteentitled to be cast thereon consent, the Association shall not: (a) by act or omission seekto abandon, partition, subdivide, encumber, sell, or transfer all or any portion of the realproperty comprising the Common Area which the Association owns, directly or indirectly(the granting of easements for public utilities or other similar purposes consistent with theintended use of the Common Area shall not be deemed a transfer within the meaning ofthis subsection); (b) change the method of determining the obligations, assessments, dues,or other charges which may be levied against an Owner of a Unit. (A decision, includingcontracts, by the Board shall not be subject to this provision where such decision isotherwise authorized by this Declaration.); (c) by act or omission change, waive, orabandon any scheme of regulations or enforcement hereof pertaining to the architecturaldesign or the exterior appearance and maintenance of Units and of the Common Area.(The issuance and amendment of architectural standards, procedures, rules andregulations, or use restrictions shall not constitute a change, waiver, or abandonmentwithin the meaning of this provisions.); (d) fail to maintain insurance, as required by this

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Declaration; or (e) use hazard insurance proceeds for any Common Area losses for otherthan the repair, replacement, or reconstruction of such property.

First Mortgagees may, jointly or singly, pay taxes or other charges which arein default and which may or have become a charge against the Common Area and maypay overdue premiums on casualty insurance policies or secure new casualty insurancecoverage upon the lapse of an Association policy, and first Mortgagees making suchpayments shall be entitled to immediate reimbursement from the Association.

Section 3. No Priority. No provision of this Declaration or the By-Laws gives or shall beconstrued as giving any Owner or other party priority over any rights of the first Mortgageeof any Unit in the case of distribution to such Owner of insurance proceeds orcondemnation awards for losses to or a taking of the Common Area.

Section 4. Notice to Association. Upon request, each Owner shall be obligated tofurnish to the Association the name and address of the holder of any Mortgageencumbering such Owner's Unit.

Section 5. Amendment by Board. Should the Federal National Mortgage Association orthe Federal Home Loan Mortgage Corporation subsequently delete any of their respectiverequirements which necessitate the provisions of this Article or make any suchrequirements less stringent, the Board, without approval of the Owners, may cause anamendment to this Article to be recorded to reflect such changes.

Section 6. Applicability of Article XIV. Nothing contained in this Article shall beconstrued to reduce the percentage vote that must otherwise be obtained under theDeclaration, By-Laws, or Florida law for any of the acts set out in this Article.

Section 7. Failure of Mortgagee to Respond. Any Mortgagee who receives a writtenrequest from the Board to respond to or consent to any action shall be deemed to haveapproved such action if the Association does not receive a written response from theMortgagee within thirty (30) days of the date of the Association's request.

ARTICLE XV - DECLARANT'S RIGHTS

Any or all of the special rights and obligations of the Declarant may be transferredto other Persons, provided that the transfer shall not reduce an obligation nor enlarge aright beyond that contained herein, and provided further, no such transfer shall be effectiveunless it is in a written instrument signed by the Declarant and duly recorded in the publicrecords of Volusia County, Florida. Nothing in this Declaration shall be construed torequire Declarant or any successor to develop any of the property set forth in Exhibit "A"in any manner whatsoever.

-35-


The Declarant expressly reserves the right to grant easements and rights-of-wayover, under and through the Common Areas so long as the Declarant owns any propertydescribed on Exhibit "A" hereof primarily for development and/or resale; provided, no sucheasement shall structurally weaken or otherwise interfere with the use of the Common Areaby the Members.

Notwithstanding any provisions contained in the Declaration to the contrary, so longas construction and initial sale of Units shall continue, it shall be expressly permissible forDeclarant to maintain and carry on upon portions of the Common Area and Units ownedby Declarant such facilities and activities as, in the sole opinion of Declarant, may bereasonably required, convenient, or incidental to the construction or sale of Units, including,but not limited to, business offices, signs, model units, and sales offices, and the Declarantshall have an easement for access to such facilities. The right to maintain and carry onsuch facilities and activities shall include specifically the right to use Units owned by theDeclarant and any clubhouse or community center which may be owned by theAssociation, as models and sales offices, respectively.

So long as Declarant continues to have rights under this paragraph, no Person shallrecord any declaration of covenants, conditions and restrictions, or declaration ofcondominium or similar instrument affecting any portion of the Properties withoutDeclarant's review and written consent thereto, and any attempted recordation withoutcompliance herewith shall result in such declaration of covenants, conditions andrestrictions, or declaration of condominium or similar instrument being void and of no forceand effect unless subsequently approved by recorded consent signed by the Declarant.

This Article may not be amended without the express written consent of theDeclarant, Master Declarant and the Master Developer; provided, however, the rights ofDeclarant contained in this Article shall terminate upon the earlier of (a) thirty (30) yearsfrom the date this Declaration is recorded, or (b) upon recording by Declarant of a writtenstatement that all sales activity has ceased.

ARTICLE XVI- GOLF COURSE

Section 1. No Rights Conferred. Neither membership in the Association nor ownershipor occupancy of a Unit shall confer any ownership interest in or right to use the GolfCourse. Rights to use the Golf Course will be granted only to such persons, and on suchterms and conditions, as may be determined from time to time by the Golf Course owneror lessee. The Golf Course owner or lessee shall have the right, from time to time in itssole and absolute discretion and without notice, to amend or waive the terms andconditions of use of the Golf Course, including, without limitation, eligibility for and durationof use, rights, categories of use and extent of use privileges, and number of users, andshall also have the right to reserve use rights and to terminate use rights altogether. AllPersons, including all Owners, are hereby advised that no representations or warrantieshave been or are made by the Declarant or any other Person with regard to the ownershipor operation of the Golf Course.

-36-


Section 2. Golf Course Easement. Every Unit and all Common Areas which areadjacent to the Golf Course are burdened with an easement in favor of the Golf Course,its members and guests to permit the recovery of errant golf balls over and upon the Units,the Common Areas.

IN WITNESS WHEREOF, the undersigned Declarant has executed thisDeclaration this 2"d day of August, 2006.

Signed, sealed and delivered in our presence:

(1) 4-c-tuta__ mJPrint Name: Ao cid (L." j-

(2) Aika

Print Name: crea Vo.." VO101.V%

STATE OF FLORIDACOUNTY OF MARTIN

DECLARANT

RENAR DEVELOPMENTCOMPANY, a Florida corporation

By:Arden Doss, Jr., President

The foregoing was acknowledged before me this 2nd day of August, 2006, byARDEN DOSS, JR., as President of RENAR DEVELOPMENT COMPANY, a FloridaCorporation, who V° is personally known to me, or who has produced as identification.

{Notary Seal}

Nintar, bl "ittr:, of Florida

ssion )0416136Expire, • /19/2009

-37-

Nota ublic(print namMy commission expires:Commission No.:


JOINDER AND CONSENT OF ASSOCIATION

Centennial Park at LPGA International Homeowners' Association, Inc., aFlorida not-for-profit corporation, hereby joins in execution of this Declaration and agreesto accept all of the benefits and all of the duties, responsibilities, obligations and burdensimposed upon it by provisions of the Declaration.

IN WITNESS WHEREOF, the above-described corporation, a Florida not-for-profitcorporation, has caused these presents to be signed in its name by its President and itscorporate seal affixed, this AL day of , 2006.

Signed, sealed and delivered inthe presence of:

Print Nam

uck Print Name: 1--10sOk N,M,VehA VOA 64-o


CENTENNIAL PARK AT LPGA INTERNATIONALHOMEOWNERS ASSOCIATION, INC.,a Florida not-for-profit corporation

By: /4/1_Arden Doss, Jr., President

The foregoing instrument was acknowledged before me this ii day of,2006, by ARDEN DOSS, JR., President of CENTENNIAL PARK AT LPGA

INT RNATIONAL HOMEOWNER'S ASSOCIATION, Inc., a Florida not-for-profitcorporation, who 1,/ is personally known to me, or as identificatio

{Notary Seal}

KIntgn; 0!!17,11C, State of Florida4.o■ve

0D4161369/2009

-38-

who has produced

Notary Pu(print name) My commission expires:Commission No.:

Instruntent# 2007-080360 # 44Book: 6038Page: 3540

JOINDER AND CONSENT OF MASTER DECLARANT

In accordance with Article 11 of the Master Declaration of Covenants, Conditions,and Restrictions for LPGA International, MSKP VOLUSIA PARTNERS, LLC, a Delawarelimited liability company (the "Master Declarant") hereby joins in, agrees to, and consentsto each and all of the provisions of the foregoing Declaration.

IN WITNESS WHEREOF, the above described limited liability company has causedthese presents to be signed in its name by its Managing Member this D5day of-August,2006.

Signed, se ed adelivere the esence of:

(1)

Print Name:

(2)

Print Name:

STATE OF FLORIDACOUNTY OF VOLUSIA

MSKP VOLUSIA PARTNERS, LLC,a Delaware limited liability companyBy: KITSON & PARTNERS I, LLC,

a Florida limited liability company, f/kaKITSON & PA" TNERS, LLC,a Florida limitI. liability company

f I,By: 11.1111

Sy 'lir' KitsOn, Managing Member

I hereby certify that on this day, before me, an officer duly authorized in the Stateand County aforesaid to take acknowledgments, personally appeared SYDNEY W.KITSON of KITSON & PARTNERS I, LLC, a Florida limited liability company, f/k/aKITSON & PARTNERS I, LLC, a Florida limited liability company, as Managing Memberof MSKP VOLUSIA PARTNERS, LLC, a Delaware limited liability company, to me knownto be the person described in and who executed the foregoing instrument and heacknowledged before me tat he executed the same on behalf of MSKP VOLUSIAPARTNERS, LLC., who N/ is personally known to me, or who has produced as identification.

WITNESS my hand and official seal in the County and State last aforesaid this day of August, 2006.

ST\Der

{Notary Seal} Notary Public akyNckrz: 52)ej(print name) My commission expires:Commission No.: kA- DD ,D_O%

-39- Notary Public State of FloridaGt Sandra E Bell41 My Commission DD587752

f`.° Expires 08/22/2010


JOINDER AND CONSENT OF MASTER ASSOCIATION

In accordance with Article 11 of the Master Declaration of Covenants, Conditions,and Restrictions for LPGA International the International Residential Owners Association,Inc. (the "Master Association"), hereby joins in, agrees to, and consents to each and all ofthe provisions of the foregoing Declaration.

IN WITNESS WHEREOF, the above described limited liabily company as causedthese presents to be signed in its name by its President this /3 day of2006.

Signed, sealed and

delivered in the presence of:

(1)

Print Name: ne.,,to De Laro

Print Name:

STATE OF FLORIDACOUNTY OF VOLUSIA

INTERNATIONAL RESIDENTIAL OWNERSASSOCIATION, INC.,a Florida non profit corporation

By:Kurt von der Osten, President

I hereby certify that on this day, before me, an officer duly authorized in the Stateand County aforesaid to take acknowledgments, personally appeared KURT VON DEROSTEN, as President of INTERNATIONAL RESIDENTIAL OWNERS ASSOCIATION,INC., a Florida non profit corporation, to me known to be the person described in and whoexecuted the foregoing instrument and he acknowledged before me that he executed thesame on behalf of the INTERNATIONAL RESIDENTIAL OWNERS ASSOCIATION, INC.,who 14,9‹ is personally known to me, or who has produced as identification.

WITNESS my hand and official seal in the County and State last aforesaid this/3 day of-August, 2006.

{Notary Seal}

(J.(

GACentenniaRf VIRCA R

HOLLIS R. GUMMY COMMISSION # CD 245790EXPIRES: September 5,2007been Mrs Budget NotarY ServicesE4581061Declaration of Covenants.08•01•06•wpd

Notary Public(print name) 6,t,t, A AlMy commission expires:Commission No.: )-0c7

-40-

Inst rument# 2007-080360 # 46Book: 6038Page: 3542

EXHIBIT A

LEGAL DESCRIPTION

A portion of Section 16, Township 15 South, Range 32 East, Volusia County, Florida, being more particularlydescribed as follows:

BEGINNING at a 4" x 4" concrete monument marked "PRMRLS2620" marking the Southeast corner of Lot20, LIONSPAW GRAND TRACT D, as per recorded in Map Book 45, Pages 35-36, of the Public Recordsof Volusia County, Florida, said point also lying in the boundary of the L.P.G.A. INTERNATIONAL GOLFCOURSE, as described in Official Records Book 3799, Page 1647, of the Public Records of Volu sia County,Florida; thence run South 21000100" East, along said boundary line, a distance of 86.66 feet; thence run South34°30'00" East, along said boundary line, a distance of 299.00 feet; thence run South 41°00'00" East,continuing along said boundary line, a distance of 351.52 feet to a point therein; thence, departing said.boundary line, run South 10°36'46" East a distance of37.01 feet; thence tun South 34°00'33" East a distanceof 39.47 feet; thence run South 56°11'59" East a distance of 89.73 feet to an intersection with the boundaryline of the aforementioned L.P.G.A. INTERNATIONAL GOLF COURSE; thence, continue along saidboundary line, run South 41°00'00" East a distance of 18.12 feet; thence, departing said boundary line, runSouth 34°06'09" West a distance of 212.67 feet to a point lying on a curve, concave Easterly; thence runSoutherly and Easterly, along said curved line, having a radius of 600.00 feet, an arc distance of 12.12 feet,or through a central angle of having a chord distance of 12.12 feet, and a chord bearing of South53°2T56" East, to the Point of Compound Curvatui e of a carve to the left thence run Southerly and Easterly,along said curved line, having a radius of 275.00 feet, an arc distance of 24.98 feet, or through a central angleof 05°12'18", having a chord distance of 24.97 feet, and a chord bearing of South 56°38'47" East, to anintersection with the Northerly boundary line of Centennial at LPGA International, as per map recorded inMap Book 48, Pages 105-106, of the Public Records of Volusia County, Florida; thence run South 30°45'05"West, along said Northerly line, a distance of 57.42 feet to an intersection with the boundary line of theaforementioned L.P.G.A. INTERNATIONAL GOLF COURSE; thence run North 52°00'00" West, alongsaid boundary line, a distance of 57.99 feet; thence, departing said boundary line, run South 69°39'05" Westa distance of 317.29 feet to an intersection with the boundary line of the aforementioned L.P.G.A.INTERNATIONAL GOLF COURSE; thence continue along said boundary line the following courses anddistances:

thence run South 75°30'00" West a distance of 95.45 feet; thence run North 77°30'00" West a distance of210.00 feet; thence run North 59°30'00" West a distance of 180.00 feet; thence run North 53°00'00" Westa distance of 125.00 feet; thence run North 29°00'00" West a distance of 300.00 feet; thence run North13°30'00" West a distance of 150.00 feet; thence run North 34°30'00" East a distance of 448.00 feet; thencerun North 13°30'00" West a distance of 2.56 feet to an intersection with the Southerly line of theaforementioned LIONSPAW GRAND TRACT D; thence run North 75°37'12" East, along said boundaryof LIONSPAW GRAND TRACT D, a distance of164.45 feet to a point lying on a curve, concave Easterly;thence run Southerly and Easterly, along said curved boundary of LIONSPAW GRAND TRACT D, havinga radius of 1200.00 feet, an arc dihtance of 26.23 feet, or through a central angle of 01°15'09", having a chorddistance of 26.23 feet, and a chord bearing of South 17°52'01" East, to a corner of said LIONSPAWGRAND TRACT D; thence run North 71°30'25" East, along said boundary of LIONSPAW GRANDTRACT D, a distance of 60.00 feet; thence run North 75°42'56" East, along said boundary of LIONSPAWGRAND TRACT D, a distance of 175.66 feet to the POINT OF BEGINNING of this description, said parcelcontaining 18.5847 acres, said parcel also being subject to any easements or rights-of-way of record.

EXHIBIT B


ARTICLES OF INCORPORATION OF CENTENNIAL PARK

AT LPGA INTERNATIONAL HOMEOWNERS' ASSOCIATION, INC.

(a Corporation Not for Profit)

In compliance with the requirements of the Laws of the State of Florida, the

undersigned hereby associate themselves together for the purpose of forming a

corporation not for profit and do hereby certify:

ARTICLE I

CORPORATE NAME

The name of the corporation is CENTENNIAL PARK AT LPGA INTERNATIONAL

HOMEOWNERS' ASSOCIATION, INC., hereinafter called the "Association".

ARTICLE II

PRINCIPAL ADDRESS AND REGISTERED AGENT

A. The initial principal address of the Corporation is: 3350 NW Royal Oak Drive,

Jensen Beach, Florida 34957.

B. The initial street address of the registered office of the Association is: 1100

South Federal Highway, Stuart, Florida 34994. The name of the registered agent at that

address is M. Lanning Fox.

ARTICLE III

PURPOSE AND POWERS OF THE ASSOCIATION

This Association does not contemplate pecuniary gain or profit to the members

thereof, and the specific purposes for which it is formed are to provide services (including

video, data and voice communications and transmission, security services, lawn and

exterior home maintenance, valet and other services as the Association Board of Directors

1

Instrument# 2007-080360 # 48Book; 6038Page: 3544

shall from time to time approve) and in general to provide for improvement, maintenance,

preservation, operation and control of the residential lots, homes and common property

within that certain real property described in the Declaration of Covenants, Conditions and

Restrictions for Centennial Park at LPGA International Subdivision (the "Property") as

recorded in the Public Records of Volusia County, Florida (hereinafter referred to as the

"Declaration"), and such additions thereto as may be brought within the jurisdiction of the

Association, and to promote the interests of the owners of the above described properties

and any additions thereto as may hereafter be brought within the jurisdiction of this

Association. For this purpose the Association is authorized to:

A. Exercise all of the powers and privileges and to perform all of the duties and

obligations of the Association as set forth in the Declaration as recorded in the public

records of Volusia County, Florida, and as the same may be amended from time to time

as therein provided, said Declaration being incorporated herein as if set forth at length;

B. Fix, levy, collect and enforce payment by any lawful means, all charges or

assessments pursuant to the terms of the Declaration; to pay all expenses in connection

therewith and all office and other expenses incident to the conduct of the business of the

Association, including all licenses, taxes or governmental charges levied or imposed

against the property of the Association;

C. Acquire (by gift, purchase or otherwise), own, hold, improve, build upon,

operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise

dispose of real or personal property in connection with the affairs of the Association;

D. Borrow money, mortgage, pledge, deed in trust, or hypothecate any or all of

its real or personal property as security for money borrowed or debts incurred;

2


E. Dedicate, sell or transfer all or any part of the common areas to any public

agency, authority, or utility for such purposes and subject to such conditions as may be

agreed to by the Association;

F. Grant to other owners of any portion of the Property non-exclusive

easements of ingress and egress over the common areas for road purposes;

G. Enter into agreements with other non-profit corporations organized for the

same purposes or annex additional property to provide for shared improvements,

maintenance or repair of common areas and facilities;

H. Enter into agreements with any person or entity to obtain services or

otherwise accomplish the objectives of the Association, upon such terms and for such

duration as the Association Board of Directors deems fair and reasonable;

I. Have and to exercise any and all powers, rights and privileges which a non-

profit corporation organized under the laws of the State of Florida may now or hereafter

have or exercise.

ARTICLE IV

MEMBERSHIP

Every Owner, as defined by the Declaration, shall be a member of the Association.

ARTICLE V

VOTING RIGHTS

Members of the Association shall have voting rights, as described in the Declaration,

subject to the rights of Renar Development Company, a Florida corporation, the Developer,

as further described in the Declaration.

3


ARTICLE VI

BOARD OF DIRECTORS

Subject to the rights of the Developer, as defined in the Declaration, the affairs of

this Association shall be managed by a Board of Directors ("Board"). The Board of

Directors need not be members of the Association. The Board shall consist of not less

than three (3) and not more than five (5) persons. The first Board shall consist of three

(3) persons.

The first election of directors shall be held as provided in the By-Laws of the

Association. The Directors named in these Articles shall serve until the first election of

Directors.

The names and addresses of the members of the first Board of Directors who shall

hold office until a successor is elected and have qualified, or until removed, are as follows:

Arden Doss3350 N.W. Royal Oak DriveJensen Beach, FL 34957

Renee Doss Jeffrey S. Mottram3350 N.W. Royal Oak Dr. 120 International Pkwy.Jensen Beach, FL 34957 Suite 120

Heathrow, FL 32746

ARTICLE VII

DISSOLUTION

In the event of the dissolution of the Association, other than incident to a merger or

consolidation, the assets of the Association shall be dedicated to an appropriate public

agency to be used for purposes similar to those for which this Association was created, or

such assets shall be granted, conveyed and assigned to a non-profit corporation,

association, trust or other organization to be devoted to such similar purposes.

4


ARTICLE VIII

DURATION

The corporation shall exist perpetually.

ARTICLE IX

AMENDMENTS

Amendment of these Articles shall require the affirmative vote of at least two-thirds

(2/3) of the entire membership of the Board of Directors and at least a majority of the

Members, or by affirmative vote of at least sixty-five percent (65%) of the Members.

Notwithstanding the foregoing, until termination of the Developer Control Period, as defined

by the Declaration, these Articles may be amended by affirmative vote of two-thirds (2/3)

of the members of the Board of Directors.

ARTICLE X

SUBSCRIBER

The name and street address of the Subscriber to these Articles of Incorporation is:

Renar Development Company, a Florida corporation, 3350 NW Royal Oak Drive, Jensen

Beach, Florida 34994.

ARTICLE XI

OFFICERS

The affairs of the Association shall be managed by the President of the Association,

assisted by a Secretary and Treasurer.

The Board of Directors shall elect the President, Secretary and Treasurer as the

Board of Directors shall from time to time determine.

The names and addresses of the Officers who shall serve until their successors are

5

designated by the Board of Directors are as follows:

President

Arden Doss3350 N.W. Royal Oak DriveJensen Beach, FL 34957


Secretary Treasurer

Renee Doss3350 N.W. Royal Oak Dr.Jensen Beach, FL 34957

Renee Doss3350 N.W. Royal Oak Dr.Jensen Beach, FL 34957

ARTICLE XII

BYLAWS

The Bylaws of the Association may be amended at a regular or special meeting of

the members, by a vote of a majority of a quorum of members present in person or through

their designated alternates.

ARTICLE XIII

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Association shall indemnify any Director or Officer of the Association who is

made a party or is threatened to be made a party to any threatened, pending or

contemplated action, suit or proceedings, whether civil, criminal, administrative or

investigative, by reason of the fact that he is or was a Director or Officer of the Association

or is or was serving at the request of the Association as a director, officer, employee or

agent of another corporation, association, partnership, joint venture, trust or other

enterprise:

A. Against expenses (including attorney's fees), judgments, fines and amounts

paid in settlement actually and reasonably incurred by him in connection with an action,

suit or proceeding (other than one by or in the right of the Association) if he acted in good

faith, and, with respect to any criminal action or proceeding, if he had no reasonable cause

to believe his conduct was unlawful; and,

6


B. Against expenses (including attorney's fees) actually and reasonably incurred

by him in connection with the defense or settlement of an action or suit by or in the right

of the Association, if he acted in good faith.

The termination of any action, suit or proceeding by judgment, order, settlement,

conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create

a presumption that the person did not act in good faith, and, with respect to any criminal

action or proceeding, had reasonable cause to believe that his conduct was unlawful.

No indemnification shall be made in respect of any claim, issue or matter as to

which such person shall have been adjudged to be liable for negligence or misconduct in

the performance of his duty to the Association unless and only to the extent that the court

in which such action or suit was brought shall determine upon application that, despite the

adjudication of liability, but in view of all the circumstances of the case, such person is fairly

and reasonably entitled to indemnity for such expenses which such court shall deem

proper.

Any indemnification under this Article XIII (unless ordered by a court) shall be made

by the Association only as authorized in the specific case upon a determination that

indemnification of the Director or officer is proper in the circumstances because he has met

the applicable standard of conduct set forth in this Article XIII. Such determination shall

be made (1) by the Board of Directors by a majority vote of a quorum consisting of

Directors who were not parties to such action, suit or proceedings, or (2) if such a quorum

is not obtainable, or even if obtainable and a quorum of disinterested Directors so directs,

by a majority of the Voting Members of the Association.

Expenses incurred in defending a civil or criminal action, suit or proceedings shall

7


be paid by the Association from time to time as incurred rather than only after the final

disposition of such action, suit or proceeding. Payment of such expenses shall be

authorized by the Board of Directors in each specific case only after receipt by the

Association of an undertaking by or on behalf of the Director or officer to repay such

amounts if it shall later develop that he is not entitled to be indemnified by the Association.

The indemnification provided by this resolution shall not be deemed exclusive of any

other rights to which the Association's Directors, Officers, employees or agents may be

entitled under the Association's Bylaws, agreement, vote of members or disinterested

Directors, or otherwise, both as to actions in their holding such offices or positions, and

shall continue as to a person who has ceased to be a Director, officer or employee, and

shall inure to the benefit of the heirs, executors and administrators of such a person.

Notwithstanding the foregoing provisions, indemnification provided under this Article

XIII shall not include indemnification for any action of a Director, Officer or employee of the

Association for which indemnification is deemed to be against public policy. In the event

that indemnification provided under this resolution is deemed to be against public policy,

such an event shall not invalidate or affect any other right of indemnification herein

provided.

The Association shall have the power, but shall not be obligated to purchase and

maintain indemnification insurance to provide coverage for any liability asserted against

any Director, Officer or employee of the Association in any of his capacities as described

in this Article, whether or not the Association would have the power to indemnify him or her

under this Article.

Any person requesting indemnification shall first look at any insurance maintained

8


by the Association for indemnification against expenses (including attorney's fees),

judgments, fines and amounts paid in settlement (as described above). The Association

shall be obligated to indemnify such person (if entitled to indemnification by the

Association) only to the extent such insurance does not indemnify such person. In the

event that any expenses, judgments, fines or amounts paid in settlement are paid pursuant

to insurance maintained by such Association, the Association shall have no obligation to

reimburse the insurance company.

ARTICLE XIV

TRANSACTIONS IN WHICH DIRECTORSOR OFFICERS ARE INTERESTED

No contract or transaction between the Association and one or more of its Directors

or Officers, or between the Association and any other corporation, partnership, association,

or other organization in which one or more of its Officers or Directors are Officers or

Directors of this Association shall be invalid, void or voidable solely for this reason, or

solely because the Officer or Director is present at or participates in meetings of the board

or committee thereof which authorized the contract or transaction, or solely because said

Officers or Directors votes are counted for such purpose. No Director or Officer of the

Association shall incur liability by reason of the facts that said Director or Officer may be

interested in any such contract or transaction.

Interested directors may be counted in determining the presence of a quorum at a

meeting of the Board of Directors or of a committee which authorized the contract or

transaction.

9

Instrument 260:080360 It 56Book: 6038Page: 3552

IN WITNESS WHEREOF, I, the undersigned, being the President of this

Association, have executed these Articles of Incorporation, this /r4 day of

it L. , 2006.

Arden Doss,


The foregoing was acknowledged before me this a day of

2006, by Arden Doss, Jr., who is personally known to me or has

as identification.

Pc, NOtap public )tale of Florida

0o±jtarpa S47 my commission 00416136

Expires 05/19/2009

produced

ACCEPTANCE AS REGISTERED AGENT

I hereby accept appointment as Registered Agent of CENTENNIAL PARK AT LPGA

INTERNATIONAL HOMEOWNERS' ASSOCIATION, INC., a Corporation Not For Profit,

as provided in ARTICLE II, hereof.

II AM. La nwgRegistered Agent

G:\Centennial at LPGA RE45S106\Articles of Incorporation 8-2-2006.wpd

10

EXHIBIT C


BYLAWS OFCENTENNIAL PARK AT LPGA INTERNATIONAL

HOMEOWNER'S ASSOCIATION, INC.,

a Florida corporation not-for-profit organized under Chapter 617, Florida Statutes,to operate as a homeowners' association under Chapter 720, Florida Statutes, fora residential community located in Volusia County, Florida known as "CentennialPark at LPGA International" (hereinafter sometimes referred to as the "Property" orthe "Community").

ARTICLE I

Name, Principal Office, and Definitions

Section 1. Name. The name of the Association shall be Centennial Park at LPGAInternational Homeowner's Association, Inc. (hereinafter sometimes referred to as the"Association").

Section 2. Principal Office. The principal office of the Association in the State ofFlorida shall be located in Martin County at 3350 NW Royal Oak Drive, Jensen Beach,Florida 34957. The Association may have such other offices, either within or outside theState of Florida, as the Board of Directors may determine or as the affairs of theAssociation may require.

Section 3. Definitions. The words used in these Bylaws shall have the samemeaning as set forth in that Declaration of Covenants and Restrictions for Centennial Parkat LPGA International, recorded in the public records of Volusia County, Florida, asamended from time to time, unless the context shall prohibit.

ARTICLE II

Association Membership, Meetings, Quorum, Voting, Proxies

Section 1. Membership. Each owner shall be a member of the Association("Member"). Membership shall be effective upon recording in the public records of VolusiaCounty, Florida, a deed or other instrument establishing a fee interest in an Owner to a lot,a copy of which shall be delivered by the Owner to the Association. The failure of theOwner to deliver a copy of such deed or other instrument to the Association shall notprevent the Owner from becoming a member of the Association, with all of the obligationsof membership set forth in the Association Documents, but no Owner shall be entitled toexercise or enjoy the rights and privileges of membership until delivery of the copy of thedeed or other instrument to the Association. A Member shall not have authority to act forthe Association by virtue of being a Member.


Section 2. Place of Meetings. Meetings of the Association shall be held at theprincipal office of the Association or at such other suitable place convenient to theMembers as may be designated by the Board of Directors either within the Property or asconvenient thereto as possible and practical.

Section 3. Annual Meetings. The first meeting of the Association, whether a regularor special meeting, shall be held within one (1) year from the date of incorporation of theAssociation. Meetings shall be of the Members or their alternates. Subsequent annualmeetings for the transaction of any and all proper business shall be held during the firstquarter of each calendar year on a date and at a time set by the Board of Directors.

Section 4. Special Meetings. The President at his or her discretion may call specialmeetings of the Association, and it shall be the duty of the President to call a specialmeeting of the Association if so directed by resolution of a majority of the Board ofDirectors or upon a petition signed by Members representing at least ten percent (10%)of the total votes of the Association.

Section 5. Notice of Meeting. Written or printed notice stating the place, day, andhour of any meeting of the Members shall be delivered, either personally or by mail, toeach Member entitled to vote at such meeting, not less than ten (10) nor more than fifty(50) days before the date of such meeting, by or at the direction of the President.

Notice of an annual meeting need not include a description of the purpose orpurposes for which the meeting is called unless required by law or the AssociationDocuments. In the case of a special meeting or when required by law or the AssociationDocuments, the purpose or purposes for which the meeting is called shall be stated in thenotice. No business shall be transacted at a special meeting except as stated in thenotice.

If mailed, the notice of a meeting shall be deemed to be delivered when depositedin the United States mail with postage prepaid addressed to the Member at his address asit appears on the records of the Association. Proof of such mailing shall be given byaffidavit of the person mailing the notice, and the affidavit shall be included in the officialrecords of the Association.

Section 6. Waiver of Notice. Waiver of notice of a meeting of the Members shallbe deemed the equivalent of proper notice. Any Member may, in writing, waive notice ofany meeting of the Members, either before or after such meeting. Attendance at a meetingby a Member or alternate shall be deemed waiver by such Member of notice of the time,date, and place thereof, unless such Member specifically objects to lack of proper noticeat the time the meeting is called to order. Attendance at a special meeting shall bedeemed waiver of notice of all business transacted thereat unless objection to the businessof which proper notice was not given is raised before the business is put to a vote.

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Section 7. Quorum. Except as otherwise provided in these Bylaws or in theDeclaration, the presence in person or by proxy of Members representing thirty percent(30%) of the total votes of the Association shall constitute a quorum.

Section 8. Adjournment of Meetings. If any meeting of the Association cannot beheld because a quorum is not present, a majority of the Members who are present at suchmeeting, either if person or by alternate, may adjourn the meeting to a time not less thanfive (5) nor more than thirty (30) days from the time the original meeting was called. Thenew date, time and place for the reconvened meeting shall be announced at the originalmeeting before any adjournment is taken, or notice must be posted in a conspicuous placein the Community at least forty-eight (48) hours in advance of the reconvened meeting.If a new record date for the adjourned meeting is or must be fixed under law, notice of theadjourned meeting must be given to Owners who are entitled to vote and are Members asof the new record date but were not Members on the previous record date. At thereconvened meeting, if a quorum is present, any business which might have beentransacted at the meeting originally called may be transacted.

The Members present at a duly called meeting at which a quorum is initially presentmay continue to do business until adjournment, notwithstanding the withdrawal of one ormore Members or their alternates so as to leave less than a quorum present; providedMembers representing at least twenty percent (20%) of the total votes of the Associationremain in attendance; and provided further than any action taken is approved by Membersrepresenting at least a majority of the votes then present.

Section 9. Voting. The owner of record or each Lot, including the Developer, shallbe entitled to one (1) vote as a Member of the Association, and the manner of exercisingsuch voting right shall be determined by these Bylaws.

Section. 10. Designation of Voting Representative. If a Lot is owned by more thanone person, or by a corporation, limited liability company, partnership, limited partnership,trust or other entity, then the person entitled to cast the vote for the Lot shall be designatedby a certificate signed by all of the record owners of the Lot and filed with the Secretary ofthe Association. Such certificate shall be valid until revoked or until superseded by asubsequent certificate or until a change in the ownership of the Lot. A certificatedesignating the person entitled to cast the vote for a Lot may be revoked by any co-ownerthereof.

Section 11. Approval or Disapproval of Matters. Whenever the decision of anOwner is required upon any manner, whether or not the subject of an Association meeting,such decision shall be expressed by the same person who would cast the vote of suchOwner if at an Association meeting, unless the joinder of record owners is specificallyrequired by law or the Association Documents.

Section 12. Proxies. Members shall have the right to vote in person or by proxy.To be valid, a proxy must be dated, must state the date, time, and place of the meeting for

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which it was given, and must be signed by a person who is entitled to vote. A proxy shallbe effective only for the specific meeting for which is was originally given, as the meetingmay lawfully be adjourned and reconvened from time to time, and automatically shallexpire ninety (90) days after the date of the meeting for which it was originally given. Aproxy shall be revocable at any time at the pleasure of the person who executes it. If theproxy form expressly so provides, any proxy holder may appoint, in writing, a substitute toact in his or her place.

Section 13. Vote Required for Action. Any matter coming before a meeting of theAssociation where a quorum has been established shall be approved if a majority of thevotes cast favor the action, unless the Association documents or applicable law require agreater number of affirmative votes. As used in these Bylaws, the term "majority" shallmean those votes, owners, or other group as the context may indicate totaling more thanfifty percent (50%) of the total number.

Section 14. Conduct of Meetings. The President shall preside over all meetings ofthe Association, and the Secretary shall keep the minutes of the meeting, which must bemaintained in written form or in another form that can be converted into written form withina reasonable time.

Section 15. Order of Business. The order of business at annual meeting of theAssociation, and as far as practical at all other meetings of the Members, shall be:

(a) Calling of the roll, determination fo proxies, and certifying of quorum proxies.

(b) Proof of notice of meeting or waiver of notice.

(c) Reading and disposal of any unapproved minutes.

(d) Reports of officers.

(e) Reports of Committees.

(f) Election of Directors.

(g) Unfinished business.

(h) New business.

(i) Adjournment.

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ARTICLE III

Board of Directors: Number. Powers. Meetings

A. Composition and Selection.

Section 1. Governing Body: Composition. The affairs of the Association shall begoverned by a Board of Directors, each of whom shall have one (1) vote. All Members ofthe Association shall be eligible to serve on the Board of Directors, but the directorsappointed by the Developer need not be Members.

Section 2. Appointment of Directors by Developer. The Developer shall have theright to at any time to appoint members to the Board of Directors of the Association toassure that Developer's appointed directors constitute not less than seventy-five percent(75%) of the Association's directors until: (a) three (3) months after such time as ninetypercent (90%) of the total number of Lots allowed in all phases of the Community byapplicable Development Orders issued by the City have been conveyed to Owners; or (b)the occurrence of a different event or percentage as set forth in the Association Documentsto comply with the requirements of a governmentally chartered entity that providesmortgage financing for the Lots; or (c) such earlier date as the Developer may, in theDeveloper's sole discretion, elect by written notice to the Association to turn over controlof the Association to the Members (the "Developer Control Period"). The Developer shallfurther have the right to appoint at least one member to the Board of Directors of theAssociation as long as the Developer holds for sale in the ordinary course of business atleast five percent (5%) of the Lots allowed all phases of the Community by applicableDevelopment Orders issued by the City. For purposes of determining when Developer'sright of representation in the Association expires, Developer shall have the right to includesuch additional Lots within the calculation as may be permitted in future phases of theCommunity described in Development Orders issued by the City.

Section 3. Veto by Developer. During the time that the Developer has a right toappoint at least one member of the Board of Directors of the Association:

(a) the Developer shall have the right to veto any action taken by the Board ofDirectors of the Association at any time when more than twenty-five percent (25%) of theDirectors of the Association are not appointed by the Developer; and

(b) no action of the Board of Directors or any committee shall become effective, norshall any decision, policy or program be implemented until and unless:

(i) The Developer shall have been given written notice of the meeting of theBoard or any committee thereof where such action, decision, policy or program wasauthorized, which notice shall be given by certified mail, return receipt requested, or bypersonal delivery at the address that the Developer has registered with the Secretary of

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the Association, as it may change from time to time, and the timeliness of which noticeshall comply with the requirements for notices to members of the Board of Directors formeetings of the Board as provided by these Bylaws, and which notice shall, except in thecase of the regular meetings held pursuant to the Bylaws, set forth in reasonableparticularly the agenda to be followed at said meeting; and

(ii) The Developer shall be given the opportunity at any such meeting to joinin or to have its representatives or agents join in discussion from the floor of anyprospective action, policy, or program to be implemented by the Board, any committeethereof, or the Association. The Developer, its representatives or agents shall have theright outside any such meeting (as permitted by law) to make its concerns, thoughts, andsuggestions known to the members of the Board, or any committee thereof. The Developershall have and is hereby granted al right to disapprove any such action, policy, or programauthorized by the Board of Directors, or any committee thereof, and to be taken by theBoard, such committee, the Association, or any individual Member of the Association, ifBoard, committee, or Association approval is necessary for such action. This right may beexercised by the Developer, its representatives, or agents at any time within ten (10) daysfollowing the meeting held pursuant to the terms and provisions hereof. This right todisapprove may be used to block proposed actions but shall not extend to the requiring ofany action or counteraction on behalf of the Association, the Board, or any committeethereof. The Developer shall not use its right to disapprove to reduce the level of servicesthat the Association is obligated to provide or to prevent capital repairs or any expenditurerequired to comply with applicable laws and regulations.

Section 4. Number of Directors. The number of directors in the Association shallnot be not less than three (3) nor more than nine (9). The initial Board shall consist ofthree (3) members, who are identified in the Articles of Incorporation.

Section 5. Nomination of Directors. Except with respect to directors selected by theDeveloper, nominations for election to the Board of Directors shall be made by aNominating Committee. The Nominating Committee shall consist of a Chairman, who shallbe a member of the Board of Directors, and at least three (3) Members of the Association.The Nominating Committee shall be appointed by the Board of Directors not less than thirty(30) days prior to each annual meeting of the Members to serve a term of one (1) year oruntil their successors are appointed, and such appointment shall be announced at eachsuch annual meeting. The Nominating Committee shall make as many nominations forelection to the Board of Directors as it shall in its discretion determine, but in no event lessthan the number of positions to be filled. Nominations for each position shall also bepermitted from the floor. At the meeting where the election is to be held, a Member maynominate himself or herself as a candidate for the Board of Directors from the floor of suchmeeting. All candidates shall have a reasonable opportunity to communicate theirqualifications to the Members and to solicit votes.

Section 6. Election and Term of Office. Notwithstanding any other provisioncontained herein:

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(a) At the end of the Developer Control Period, or whenever the Developer earlierdetermines, the Board shall be increased to five (5) directors. The Association shall calla special meeting at which Members shall elect three (3) of the five (5) directors, whoshall serve as at-large directors. The remaining two (2) directors shall be appointees of theDeveloper. The directors elected by the Members shall not be subject to removal by theDeveloper acting alone, and shall be elected for a term of two (2) years.

(b) So long as the Developer owns at least five percent (5%) of the Lots primarilyfor development and/or resale, it shall be entitled to appoint a director to the Board ofDirectors, who shall serve at the pleasure of the Developer. At the first annual meeting ofthe membership after the Developer no longer owns at least five percent (5%) of the Lotsprimarily for development and/or resale, all five (5) directors shall be elected by theMembers. At the expiration of the initial term of office of each elected member of theBoard of Directors, and at each annual meeting thereafter, a successor shall be electedto serve for a term of two (2) years.

Each Member shall be entitled to cast one (1) vote with respect to each vacancyto be filled from each slate on which such Member is entitled to vote. There shall be nocumulative voting. Directors shall be elected by a plurality of the votes cast by eligiblevoters. The directors elected by the Members shall hold office until their respectivesuccessors have been elected by the Association. Directors may be elected to serve anynumber of consecutive terms.

Section 7. Removal of Directors and Vacancies. Any director appointed by theDeveloper may be removed by the Developer, who shall then appoint a successor to fill thevacancy for the remainder of the term of such director. Any director elected by theMembers may be removed, with or without cause, by the vote of Members holding amajority of the votes of the Association. A director who was elected at large solely by thevotes of Members other than the Developer may be removed from office prior to theexpiration of his or her term only by the votes of a majority of Members other than theDeveloper. Any director not appointed by the Developer whose removal is sought shall begiven notice prior to any meeting called for that purpose. Upon removal of a director notappointed by the Developer, a successor shall then and there be elected by the Membersholding a majority of the votes of the Association, including the Developer, to fill thevacancy for the remainder of the term of such director.

Any director elected by the Members who has three (3) consecutive unicastabsences from the Board meetings or who is delinquent in the payment of any assessmentof other charge due the Association for more than thirty (30) days may be removed by amajority of the directors present at a regular or special meeting at which a quorum ispresent, and a successor may be appointed by the Board to fill the vacancy for theremainder of the term. In the event of the death, disability, or resignation of a director, avacancy may be declared by the Board, and the Board may appoint a successor for theremainder of the term of such director.

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B. Meetings.

Section 8. Organizational Meetings. The first meeting of the Board of Directorsfollowing each annual meeting of the Members shall be held within ten (10) days thereafterat such time and place as shall be fixed by the Board.

Section 9. Regular Meetings. Regular meetings of the Board of Directors may beheld at such time and place as shall be determined from time to time by a majority of thedirectors, but commencing with termination of the Developer Control Period, at least four(4) such meetings shall be held during each fiscal year, with at least one (1) per quarter.Notice of the time and place of the meeting shall be communicated to directors not lessthan four (4) days prior to the meeting; provided, however, notice of a meeting need notbe given to any director who has signed a waiver of notice or a written consent to holdingof the meeting.

Section 10. Special Meetings. Special meetings of the Board of Directors shall beheld when called by written notice signed by the President of the Association or by anythree (3) directors. The notice shall specify the time and place of the meeting and thenature of any special business to be considered. The notice shall be given to each directorby one of the following methods: (a) by personal delivery; (b) written notice by first classmail, postage prepaid; (c) by facsimile transmission; (d) by telephone communication,either directly to the director or to a person at the director's office or home who wouldreasonably be expected to communicate such notice promptly to the director; or (d) bytelegram, charges prepaid. All such notices shall be given at the director's telephonenumbers or sent to the director's address as shown on the records of the Association.Notice sent by first class mail shall be deposited into the United States mailbox at least four(4) days before the time set for the meeting. Notices given by personal delivery, telephone,facsimile or telegraph shall be delivered, telephoned, faxed or given to the telegraphcompany at least seventy-two (72) hours before the time set for the meeting.

Section 11. Waiver of Notice. The transactions of any meeting of the Board ofDirectors, however called and noticed or wherever held, shall be as valid as though takenat a meeting duly held after regular call and notice if: (a) a quorum is present, and (b) eitherbefore or after the meeting each of the directors not present signs a written waiver ofnotice, a consent to holding the meeting, or an approval of the minutes. The waiver ofnotice or consent need not specify the purpose of the meeting. Notice of a meeting shallalso be deemed given to any director who attends the meeting without protesting beforeor at its commencement about the lack of adequate notice.

Section 12. Quorum of Board of Directors. At all meetings of the Board ofDirectors, a majority of the directors shall constitute a quorum for the transaction ofbusiness, and the votes of a majority of the directors present at meeting at which a quorumis present shall constitute the decision fo the Board of Directors. A meeting at which aquorum is initially present may continue to transact business, notwithstanding thewithdrawal of directors, if any action taken is approved by at least a majority of the required

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quorum for that meeting. If any meeting of the Board cannot be held because a quorumis not present, a majority of the directors who are present at such meeting may adjourn themeeting to a time not less than five (5) nor more than thirty (30) days from the date theoriginal meeting was called. At the reconvened meeting, if a quorum is present, anybusiness which might have been transacted at the meeting originally called may betransacted without further notice.

Section 13. Compensation. No director shall receive any compensation from theAssociation for acting as such unless approved by Members representing a majority of thetotal votes of the Association at a regular or special meeting of the Association; providedany director may be reimbursed for expenses incurred on behalf of the Association uponapproval of a majority of the other Directors.

Section 14. Conduct of Meetings. The Board may permit Directors to participatein a regular or special meeting by the use of telephone or any other means ofcommunication by which all Directors participating may simultaneously hear each otherduring the meeting. A Director participating in a meeting by this means is deemed to bepresent in person at the meeting for all purposes. The President shall preside over allmeetings of the Board of Directors, and the Secretary shall keep the minutes of themeeting, which must be maintained in written form or in another form that can be convertedinto written form within a reasonable time. A vote or abstention from voting on each mattervoted upon each Director present at the meeting must be recorded in the minutes.Directors may not vote by proxy or by secret ballot at Board meetings, except that secretballots may be used in the election of officers.

Section 15. Open Meetings; Notice to Members. A meeting of the Board ofDirectors of the Association occurs whenever a quorum of the Board gathers to conductAssociation business. All meetings of the Board must be open to all Members except formeetings between the Board and its attorney with respect to proposed or pending litigationwhere the contents of the discussion would otherwise be governed by the attorney-clientprivilege. Members other than Directors may not participate in any discussion ordeliberation at a meeting of the Board unless permission to speak is requested on behalfof a Member by a Director and granted by the Board. Notice of all Board meetings mustbe posted in a conspicuous place in the Community at least forty-eight (48) hours inadvance of a meeting, except in an emergency. In the alternative, if notice is not postedin a conspicuous place in the Community, notice of each Board meeting must be mailedor delivered to each Member at least seven (7) days before the meeting, except in anemergency. Notwithstanding this general notice requirement, at any time when theAssociation has more than one hundred (100) Members, the Board may provide for areasonable alternative to posting or mailing of notice for each Board meeting, includingpublication of notice or provision of a schedule of Board meetings. An assessment maynot be levied at a Board meeting unless the notice of the meeting includes a statement thatassessments will be considered and the nature of the assessments. This Section alsoapplies to the meetings of any committee of the Board or other similar body, when a finaldecision will be made regarding the expenditure of Association funds, and to any body

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vested with the power to approve or disapprove architectural decisions with respect to aspecific Lot owned by a Member of the Association.

Section 16. Recording. Any Owner may tape record or videotape meetings of theBoard of Directors or meetings of the Members. The Board of Directors of the Associationmay adopt reasonable rules governing the taping of meetings of the Board and theMembers.

C. Powers and Duties

Section 17. Powers. The Board of Directors shall be responsible for the affairs ofthe Association and shall have all the powers and duties necessary for the administrationof the affairs of the Association and, as provided by law, may do or cause to be done allacts and things as are not by the Association Documents directed to be done andexercised exclusively by the Members or the membership generally.

The Board of Directors shall delegate to one of its members the authority to act onbehalf of the Board of Directors on all matters relating to the duties of the managing agentor manager, if any, which might arise between meetings of the Board of Directors.

In addition to the duties imposed by these Bylaws or by any resolution of theAssociation that may hereafter be adopted, the Board of Directors shall have the power toestablish policies relating to, and shall be responsible to perform or cause to be performed,by way of example, but not limitation, the power to:

(a) Exercise all of the powers and privileges and perform all of the duties andobligations of the Board of Directors as set forth in the Declaration and as the same maybe amended from time to time.

(b) Fix, levy, collect, and enforce payment by any lawful means, all charges orassessments pursuant to the terms of the Declaration and pay all expenses incident to theconduct of the affairs of the Association, including all licenses, taxes or governmentalcharges levied or imposed against the real or personal property of the Association.

(c) Make assessments to defray the expenses related to the Common Areas andother expenses of the Association, establish the means and methods of collecting suchassessments, and establish the installment payment period of the annual assessment,deposit of the proceeds thereof in a bank depository which it shall approve, and use theproceeds to administer the Association; provided, any reserve fund may be deposited, inthe directors' best business judgment, in depositories other than banks.

(d) Prepare and adopt budgets in which there shall be established thecontribution of each Owner to the expenses of the Association.

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(e) Acquire (by gift, purchase, or otherwise), own, hold, improve, build upon,operate, maintain, convey, sell, lease, transfer, dedicate for public use, or otherwisedispose of real or personal property in connection with the affairs of the Association.

(f) Borrow money, and with the authorization provided in Section 18, mortgage,pledge, deed in trust, or hypothecate any or all its real or personal property as security formoney borrowed or debts incurred.

(g) Open bank accounts on behalf of the Association and designate the signatoriesrequired.

(h) Designate, hire, and dismiss the personnel necessary for the administration,maintenance, operation, repair, and replacement of the Association, its property, and theCommon Areas, and where appropriate, provide for the compensation of such personneland for the purchase of equipment, supplies, and material to be used by such personnelin the performance of their duties.

(i) Dedicate, sell, or transfer all or any part of the Common Areas to any publicagency, authority, or utility for such purposes and subject to such conditions as may beagreed to by the Association.

(j) Grant to other owners of any portion of the Community, non-exclusiveeasements of ingress and egress over the Common Areas for road purposes.

(k) Enter into agreements with any person or entity to obtain services or otherwiseaccomplish the objectives of the Association, upon such terms and for such duration as theAssociation Board of Directors deems fair and reasonable, including but not limited toagreements with any person or entity to obtain services or otherwise accomplish theobjectives of the Association.

(I) Make and Enforce reasonable rules and regulations governing the use of Lotsand Common Areas and any other property owned by the Association.

(m) Maintain, repair, replace, and operate property over which the Association hasfull ownership or the right and power to maintain, replace and operate in accordance withthe Declaration.

(n) Keep books and detailed accounts of the receipts and expenditures affectingthe Association and its administration, specifying the maintenance and repair expensesand any other expenses incurred.

(o) Make available to any prospective purchaser of a Lot, any Owner, any firstmortgagee, and the holders, insurers, and guarantors of a first mortgage on any Lot,current copies of the Association Documents, rules governing the Lot, and all other books,official records, and financial statements of the Association.

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(p) Enforce by legal means the provisions of the Association Documents and therules and regulations adopted by it and bring any proceedings that may be instituted onbehalf of or against the Owners concerning the Association.

(q) Obtain and carry insurance against casualties and liabilities and pay thepremium cost thereof.

(r) Operate, maintain, and manage the Surface Water or Storm Water ManagementSystem(s) in a manner consistent with the South Florida Water Management District PermitNo. requirements and applicable District rules, and assist in theenforcement of the provisions of the Declaration that relate to the Surface Water or StormWater Management System.

(s) Levy and collect adequate assessments against Members of the Association forthe costs of maintenance and operation of the Surface Water or Storm Water ManagementSystem.

(t) Have and exercise any powers, rights, and privileges that a not-for-profitcorporation organized under the laws of the State of Florida may now or hereafter have orexercise.

Section 18. Borrowing. The Board of Directors shall have the power to borrowmoney for the purpose of constructing, improving, maintaining, repairing or restoring theCommon Areas without the approval of the Members of the Association. The Board shallalso have the power to borrow money for other purposes; provided, the Board shall obtainMember approval, in the same manner as required for special assessments, in the eventthat the proposed borrowing is for the purpose of modifying, improving, or adding amenitiesand the total amount of such borrowing exceeds or would exceed five percent (5%) of thebudgeted gross expenses of the Association for that fiscal year. Notwithstanding anythingto the contrary contained in the Declaration, these Bylaws, or the Articles of Incorporation,during the Developer Control Period, no mortgage lien shall be placed on any portion ofthe Common Areas without the affirmative vote or written consent, or any combinationthereof, of Members representing at least fifty-one percent (51%) of the Members otherthan the Developer and the Developer's nominees.

Section 19. Management. The Board of Directors may employ for the Associationa professional management agent or agents at a compensation established by the Boardof Directors to perform such duties and services as the Board of Directors shall authorize.The Board of Directors may delegate to the managing agent or manager, subject to theBoard's supervision, all of the powers granted to the Board of Directors by these Bylaws,other than the powers set forth in subparagraphs (a), (b), (0, (g), and (i) of the foregoingSection of this Article. The Developer, or an affiliate of the Developer, may be employedas managing agent or manager.

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Section 20. Budget. The Association shall prepare an annual budget. The budgetmust reflect the estimated revenues and expenses for that year and the estimated surplusor deficit as of the end of the current year. The budget must set out, separately all fees orcharges for recreational amenities, whether owned by the Association, the Developer, oranother person. The Association shall provide each Member with a copy of the annualbudget or a written notice that a copy of the budget is available upon request at no chargeto the Member. The copy must be provided to the Member within ten (10) business daysafter receipt by the Association of a written request from the Member.

Section 21. Financial Reporting. The Association shall prepare an annual financialreport within sixty (60) days after the close of the fiscal year. The Association shall provideeach Member with a copy of the annual financial report or a written notice that a copy ofthe financial report is available upon request at no charge to the Member within ten (10)business days after receipt by the Association of a written request from the Member. Thefinancial report must consist of either:

(a) Financial Statements presented in conformity with generally acceptedaccounting principles; or

(b) A financial report of actual receipts and expenditures, cash basis, which reportmust show:

(i) The amount of receipts and expenditures by classification; and

(ii) The beginning and ending cash balances of the Association.

Section 22. Association Funds; Commingling.

(a) All Association funds held by the Developer shall be maintained separately inthe Association's name. Reserve and operating funds of the Association shall not becommingled prior to Turnover, except that the Association may jointly invest reserve funds;provided, however, such jointly invested funds must be accounted for separately.

(b) During the Developer Control Period, the Developer shall not commingle anyAssociation funds with the Developer's funds or with the funds of any other homeowners'association or community association.

Section 23. Books and Records. The Association shall maintain each of thefollowing items, when applicable, which constitute the official records of the Association("Official Records"):

(a) Copies of any plans, specifications, permits, and warranties related toimprovements constructed on the Common Areas or other property that the Associationis obligated to maintain, repair, or replace.

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(b) A copy of the Bylaws of the Association and of each amendment to the Bylaws.

(c) A copy of the Articles of Incorporation of the Association and of eachamendment thereto.

(d) A copy of the Declaration and a copy of each amendment thereto.

(e) A copy of the current rules of the Association.

(f) The minutes of all meetings of the Board of Directors and of the Members, whichminutes must be retained for at least seven (7) years.

(g) A current roster of all Members and their mailing addresses and parcelidentifications.

(h) All of the Association's insurance policies ora copy thereof, which policies mustbe retained for at least seven (7) years.

(i) A current copy of all contracts to which the Association is a party, including,without limitation, any management agreement, lease, or other contract under which theAssociation has any obligation or responsibility. Bids received by the Association for workto be performed must also be considered Official Records and must be kept for a periodof one (1) year.

(j) The financial and accounting records of the Association, kept according to goodaccounting practices. All financial and accounting records must be maintained for a periodof at least seven (7) years. The financial and accounting records must include:

(i) Accurate, itemized, and detailed records of all receipts and expenditures.

(ii) A current account and a periodic statement of the account for eachMember, designating the name and current address of each Member who is obligated topay assessments, the due date and amount of each assessment or other charge againstthe Member, the date and amount of each payment on the account, and the balance due.

(iii) All tax returns, financial statements, and financial reports of theAssociation.

(iv) Any other records that identify, measure, record, or communicatefinancial information.

Section 24. Inspection and Copying of Records. The Official Records shall bemaintained within the State of Florida and must be open to inspection and available forphotocopying by Members or their authorized agents at reasonable times and places withinten (10) business days after receipt of a written request for access. This Section may be

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complied with by having a copy of the Official Records available for inspection or copyingin the Community. The Association may adopt reasonable written rules governing thefrequency, time, location, notice, and manner of inspections, and may impose fees to coverthe costs of providing copies of the Official Records, including, without limitation, the costsof copying. The Association shall maintain an adequate number of copies of theAssociation Documents to ensure their availability to Members and prospective Members,and may charge only its actual costs for reproducing and furnishing these documents tothose persons who are entitled to receive them.

Section 25. Inspection by Directors. Every director shall have the absolute right atany reasonable time to inspect all books, records, and documents of the Association andthe physical properties owned or controlled by the Association. The right of inspection bya director includes the right to make extracts and a copy of relevant documents at theexpense of the Association.

Section 26. Turnover. At the time the Members are entitled to elect at least amajority of the Board of Directors of the Association, the Developer shall, at theDeveloper's expense, within no more than ninety (90) days deliver the following documentsto the Board:

(a) All deeds to common property owned by the Association.

(b) The original of the Declaration.

(c) A certified copy of the Articles of Incorporation of the Association.

(d) A copy of the Bylaws.

(e) The minute books, including all minutes.

(f) The books and records of the Association.

(g) Policies, rules, and regulations, if any, which have been adopted.

(h) Resignations of Directors who are required to resign because the Developer isrequired to relinquish control of the Association.

(i) The financial records of the Association from the date of incorporation throughthe date of Turnover.

co All Association funds and control thereof.(k) All tangible property of the Association.

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(I) A copy of all contracts that may be in force with the Association as one of theparties.

(m) A list of the names and addresses and telephone numbers of all contractors,subcontractors, or others in the current employ of the Association.

(n) Any and all insurance policies in effect.

(o) Any permits issued to the Association by governmental entities.

(p) Any and all warranties in effect.

(q) A roster of current Owners and their addresses and telephone numbers andsection and lot numbers.

(r) Employment and service contracts in effect.

(s) All other contracts in effect to which the Association is a party.

Section 27. Rights of the Association. With respect to the Common Areas, and inaccordance with the Association Documents, the Association shall have the right tocontract with any person for the performance of various services, duties and functions.Without limiting the foregoing, this right shall entitle the Association to enter into commonmanagement, service, operational, or other agreements with trusts, condominium,cooperatives and other owners or residents associations, both within and outside theProperty. Such agreements shall require the consent of a majority of all Directors of theAssociation.

Section 28. Enforcement. The Board shall have the power to impose reasonablefines, which shall constitute a lien upon the property of the violating Owner, to suspend anOwner's right to vote or to use the Common Areas, and to exclude contractors,subcontractors, agents, guests and other invitees of an Owner from the Community forviolation of any duty imposed under the Association Documents, any rules and regulationsduly adopted hereunder, or any of the design and development guidelines and proceduresadopted under the Declaration; provided, however, nothing herein shall authorize theAssociation or the Board of Directors to limit an Owner's or occupant's vehicular andpedestrian ingress and egress to or from a Lot, including, but not limited to, the right topark. In the event that any occupant of a Lot violates the Association Documents or a ruleor regulation and a fine is imposed, the fine shall first be assessed against the occupant;provided, however, if the fine is not paid by the occupant within the time period set by theBoard, the Owner shall pay the fine upon notice from the Association. The failure of theBoard to enforce any provision of the Association Documents, or any rule or regulationshall not be deemed a waiver of the right of the Board to do so thereafter. In no event shalla fine imposed pursuant to this Section exceed the maximum fine provided by law.

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(a) Notice. Prior to imposition of any sanction hereunder, the Board or its delegateshall serve the Owner and, if different, the alleged violator with written notice describing:(i) the nature of the alleged violation, (ii) the proposed sanction to be imposed, (iii) a periodof not less than fourteen (14) days within which the Owner or the alleged violator maypresent a written request to the Association for a hearing, and (iv) a statement that theproposed sanction shall be imposed as contained in the notice unless a challenge is begunwithin fourteen (14) days of the notice. If a timely challenge is not made, the sanctionstated in the notice shall be imposed.

(b) Hearing. If a hearing is requested within the allotted fourteen (14) day period,the hearing shall be held before a committee of at least three (3) members appointed bythe Board who are not officers, directors, or employees of the Association, or the spouse,parent, child, brother or sister of an officer, director, or employee (the "CovenantsCommittee"), which shall afford Owner a reasonable opportunity to be heard. Prior to theeffectiveness of any sanction hereunder, proof of proper notice shall be placed in theminutes of the meeting. Such proof shall be deemed adequate if a copy of the notice,together with a statement of the date and manner of delivery, is entered by the officer,Director, or agent who delivered such notice. The notice requirement shall be deemedsatisfied if the Owner or the alleged violator appears at the meeting. The minutes of themeeting shall contain a written statement of the results of the hearing and the sanction,if any, imposed. If the Covenants Committee does not, by a majority vote, approve theproposed sanction, it shall not be imposed. The Board of Directors or the CovenantsCommittee may, but shall not be obligated to, suspend any proposed sanction if theviolation is cured within the fourteen (14) day period. Such suspension shall not constitutea waiver of the right to sanction future violation of the same or other provisions and rulesby any person.

(c) Appeal. Following any hearing before the Covenants Committee, the Ownerand, if different, the violator shall have the right to appeal the decision to the Board ofDirectors. To perfect this right, a written notice of appeal must be received by themanager, President, or Secretary of the Association within thirty (30) days after thehearing date.

(d) Additional Enforcement Rights. Notwithstanding anything to the contrary hereincontained, the Association, acting through the Board of Directors, may elect to enforceany provision of the Association Documents orthe rules and regulations of the Associationby self-help (specifically including, but not limited to, the towing of vehicles that are inviolation of parking rules and regulations) or by suit at law or in equity to enjoin anyviolation or to recover monetary damages or both without the necessity of compliance withthe procedure set forth above. In any enforcement action undertaken by the Association,whether suit is filed or not, to the maximum extent permissible, the Owner or occupantresponsible for the violation of which abatement is sought shall pay all costs, includingreasonable attorney's fees actually incurred.

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Instrument 2007-080360 it 74Book: 6038Page: 3570

(e) Inapplicable to Developer. Notwithstanding any other provision of theseBylaws, the Developer and its Lots shall not be subject to any fine, suspension, exclusionor any other enforcement procedure under this Section.

ARTICLE IV

Officers

Section 1. Officers. The officers of the Association shall be a President, VicePresident, Secretary, and Treasurer, to be elected from among the members of the Board.The Board of Directors may appoint such other office s, including one or more AssistantSecretaries and one or more Assistant Treasurers, as it shall deem desirable, suchofficers to have the authority and perform the duties prescribed from time to time by theBoard of Directors. Any two (2) or more offices may be held by the same person, exceptthe offices of President and Secretary.

Section 2. Election, Term of Office and VacanCes. The officers of the Associationshall be elected annually by the Board of Directors a the first meeting of the Board ofDirectors following each annual meeting of the Members. A vacancy in any office arisingbecause of death, resignation, removal, or otherwise may be filled by the Board ofDirectors for the unexpired portion of the term.

Section 3. Removal. Any officer may be removed by the Board of Directorswhenever in its judgment the best interests of the Association will be served thereby.

Section 4. Powers and Duties. The officers o the Association shall each havesuch powers and duties as generally pertain to their respective offices, as well as suchpowers and duties as may from time to time specifically be conferred or imposed by theBoard of Directors. The President shall be the chief executive officer of the Association.The Treasurer shall have primary responsibility for the preparation of the budget asprovided for in the Declaration and may delegate all or part of the preparation andnotification duties to a finance committee, management agent, or both.

Section 5. Resignation. Any officer may resign at any time by giving written noticeto the Board of Directors, the President, or the Secretary. Such resignation shall takeeffect on the date of the receipt of such notice or at any later time specified therein, andunless otherwise specified therein, the acceptance of such resignation shall not benecessary to make it effective.

Section 6. Agreements, Contracts, Deeds, Leases, Checks, Etc.. All agreements,contracts, deeds, leases, checks, and other instruments of the Association shall beexecuted by at least two (2) officers or by such othe person or persons as may bedesignated by resolution of the Board of Directors.

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Instrtrent# 2007-080360 # 75Book: 6038Page: 3571

ARTICLE V

Committees

Section 1. General. Committees are hereby authorized to perform such tasks andto serve for such periods as may be designated by a resolution adopted by a majority ofthe directors present at a meeting at which a quorum is present. Each committee shalloperate in accordance with the terms of the resolution of the Board of Directorsdesignating the committee or with rules adopted by the Board of Directors, except asprovided in these Bylaws.

Section 2. Executive Committee. Any executive committee designated by theBoard shall consist of two (2) or more Members of the Board. The resolution of the Boarddesignating the executive committee may provide that the executive committee shall haveand may exercise all of the powers of the Board and the management of the business andaffairs of the Association during the intervals between the meetings of the Board insofaras may be permitted by law, except that the executive committee shall not have the powerto:

(a) determine the common expenses required for the operation of the Associationand the Community;

(b) determine the assessments payable to the Owners to meet the commonexpenses of the Association;

(c) adopt or amend rules and regulations;

(d) purchase or lease real property in the name of the Association;

(e) approve or recommend to Owners any actions or proposals required by law orby the governing documents to be approved by the Owners;

(f) fill vacancies on the Board of Directors or the Executive Committee; and

(g) those matters as prohibited by law, from time to time.

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ARTICLE VI

Miscellaneous

Section 1. Fiscal Year. The fiscal year of the Association shall be set by resolutionof the Board of Directors. In the absence of a resolution, the fiscal year shall be thecalendar year.

Section 2. Parliamentary Rules. Except as may be modified by Board resolution,Robert's Rules of Order (current edition) shall govern the conduct of Associationproceedings when not in conflict with the law or the Association Documents.

Section 3. Conflicts. If there are conflicts between the provisions of Florida law, theArticles of Incorporation, the Declaration, and these Bylaws, the provisions of Florida law,the Declaration, the Articles of Incorporation, and the Bylaws (in that order) shall prevail.

Section 4. Notices. Unless otherwise provided in these Bylaws, all notices,demands, bills, statements, or other communications under these Bylaws shall be inwriting and shall be deemed to have been duly given if delivered personally or if sent byUnited States Mail, first class postage prepaid:

(a) if to a Member, at the address which the Member has designated in writing andfiled with the Secretary or, if no such address has been designated, at the address of theLot of such Member; or

(b) if to the Association, the Board of Directors, or the managing agent, at theprincipal office of the Association or the managing agent, if any, or at such other addressas shall be designated by notice in writing to the Members pursuant to this Section.

Section 5. Amendment. Until termination of the Developer Control Period,Developer may unilaterally amend these Bylaws. Thereafter or otherwise, these Bylawsmay be amended only by the affirmative vote (in person or by alternate) or writtenconsent, or any combination thereof, of Members representing sixty-seven percent (67%)of the total votes in the Association, including sixty seven percent (67%) of the votes heldby Members other than the Developer, and the consent of the Developer, so long asDeveloper has any right of representation in the Association. However, the percentageof votes necessary to amend a specific clause shall be not less than the prescribedpercentage of affirmative votes required for action to be taken under that clause. Anyamendment to be effective must be recorded in the public records of Volusia County,Florida.

Except as otherwise provided in the Association Documents, no amendment mayaffect vested rights unless the Owners of the affected Lots and all record owners of lienson the affected Lots join in the execution of the amendment.

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Instrument# 2007-080360 # 77Book: 603E3Page: 3573Diane N. NatousekVolusia County, Clerk of Court

No amendment may remove, revoke, or modify any right or privilege of theDeveloper without the written consent of the Developer or the assignee of such right orprivilege.

CERTIFICATION

I, the undersigned, do hereby certify:

That I am the duly elected and acting President of Centennial Park at LPGAInternational Homeowners Association, Inc., a Florida corporation not-for-profit;

That the foregoing Bylaws constitute the original Bylaws of said Association, asduly adopted at a meeting the Board of Directors thereof held on the day of , 2006.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed theseal of said Association, this day of , 2006.

G:\Centennial at LPGA RE45S106\HOABylaws.wpd

0-)Q2-1,1 , President

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