Declaration of Covenants, Conditions, and Restrictions

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS

THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS for (hereinafter referred to as “Declaration”) made this day of , 20 by , hereinafter referred to as “Declarant”.

WITNESSETH

WHEREAS, the Declarant is the owner of the real property situate, lying and being in County, Florida, and described on Exhibit "A" attached hereto and incorporated herein by this reference ("Towne Centre" and/or the "Property"); and

WHEREAS, it is contemplated that the Property, as hereinafter defined, will be developed as a retail/office/residential and commercial mixed use project comprised of various diversified uses with shared easements and access, open spaces, storm water drainage and retention areas, common signage, and other common improvements for the benefit of the owners of lands made subject to the terms of this Declaration; and

WHEREAS, the Declarant desires to provide for the preservation and enhancement of the property values and quality of environment in the Property, the general health, safety and welfare of the owners of the affected lands, and for the maintenance of shared easements and access, storm water drainage areas and improvements, open spaces, and other common areas and improvements located in the Property, and, to this end, desires to subject the Property, to the covenants, conditions, restrictions, easements, and liens hereinafter set forth, each of which shall be binding upon and run with the title to the Property; and

WHEREAS, to provide a means for meeting the purposes and intents herein set forth, the Declarant has created a non-profit corporation to which may be conveyed title and delegated, and assigned the powers of maintaining and administering the common properties, administering and enforcing the covenants and restrictions, and collecting and disbursing the assessments and charges hereinafter created.

NOW, THEREFORE, the Declarant, for itself and its successors and assigns, declares that the Property is, and shall be, held, transferred, sold, conveyed, mortgaged, and occupied subject to the covenants, restrictions, easements, charges and liens hereinafter set forth, all of which shall run with title to the land.

ARTICLE I
Definitions

The following words when used in this Declaration or any Supplemental Declaration (unless the context shall prohibit) shall have the following meanings:

a. "Association" shall mean and refer to .

b. "Board of Directors" shall mean and refer to the Board of Directors for Towne Centre Association, Inc., a Florida corporation not for profit, or its successors and assigns.

c. "Common Expenses" shall mean and refer to the actual and estimated expenses of operating the Association and meeting the costs incurred or to be incurred relative to the performance of the duties of the Association, including without limitation, the costs incurred for operation, maintenance and improvement of any Common Property, including any reserves established by the Association, all as may be found to be necessary and appropriate by the Board of Directors of the Association pursuant to this Declaration, the BYLAWS, and the Articles of Incorporation of the Association.

d. "Common Property" shall mean and refer to all real property and any improvements located thereon, and all personal property, from time to time intended to be devoted to the use and enjoyment of Members of the Association and maintained by the Association at Common Expense. "Common Property" includes, without limitation, any easements reserved or created by the Declarant as set forth in this Declaration or otherwise conveyed to the Association.

e. "The Declarant" shall mean and refer to First Street Group, L.C., a Florida limited liability company, and its successors and assigns. No successor or assignee of the Declarant shall have any rights or obligations of the Declarant hereunder unless such rights and obligations are specifically set forth in the instrument of succession or assignment, or unless such rights pass by operation of law.

f. "Lot" shall mean an individual parcel of property on which one or more buildings may be constructed.

g. "Member" shall mean and refer to each Owner who is a member of the Association.

h. "Design Guidelines" shall mean and refer to the Towne Centre Design Control Guidelines established from time to time by the Architectural Control Committee described in Article VI below.

i. "Owner" shall mean the owner of any Lot or Office Unit and/or Pad.

j. “Office Unit” and/or “Pad” shall mean and refer to each specific separately described portion of a Lot upon which an office building is to be located.

k. “Restricted Common Areas” shall mean and refer to those specific areas of the Common Property immediately surrounding individual Office Units or Pads as established by the Architectural Control Committee at the time approval of building plans is requested by an Owner of an Office Unit or Pad. Each designated Restricted Common Area shall be primarily for the benefit of the Office Unit or Pad located within said Restricted Common Area. The initial landscaping (including underground irrigation system) shall be the responsibility of the Owner of the Office Unit or Pad located within each respective Restricted Common Area. Nothing contained herein shall prohibit the Association or Declarant, their successors or assigns from exercising any rights as owners of the Restricted Common Areas in the fulfillment of any duties or obligations contained in this Declaration, the Articles of Incorporation of the Association or the Bylaws of the Association.

ARTICLE II
Structure, Powers and Duties of and Membership and Voting Rights in the Association

Section 1. Association. The Association shall be a nonprofit corporation charged with the duties and vested with the powers prescribed by law and set forth in the Articles of Incorporation of the Association, the BYLAWS of the Association and this Declaration. Neither the Articles of Incorporation nor the BYLAWS shall, for any reason, be amended or otherwise changed or interpreted so as to be inconsistent with this Declaration.

Section 2. Voting Rights. The Association shall have two (2) classes of voting membership as set forth in the Articles of Incorporation.

Section 3. Duties, Powers and Authority of the Association. The Association shall have all the powers of a non-profit corporation organized under the laws of the State of Florida, subject only to such limitations upon the exercise of such powers as are expressly set forth in the Articles of Incorporation, the BYLAWS, or this Declaration. The Association shall have the power to do any and all lawful things which may be authorized, assigned, required or permitted to be done by this Declaration, any Supplemental Declaration, the Articles of Incorporation and the BYLAWS, and to do and perform any and all acts which may be necessary or proper for, or incidental to, the exercise of any of the duties or powers of the Association for the benefit of the Owners and for the maintenance, administration, and improvement of the Common Property.

ARTICLE III
Property Rights

Section 1. Member’s Easements of Enjoyment. Subject to the provisions of this declaration, the Association, the Declarant (until the Declarant transfers ownership of the last Lot, Office Unit and/or Pad owned by Declarant) and all Members of the Association, shall have a non-exclusive right, license, privilege and easement of use and enjoyment in and to the Common Property and such rights shall be appurtenant to and shall pass with the title to every Lot, Office Unit and/or Pad in the Property. Said rights shall include, but not be limited to, the following:

a. Right-of-way for ingress and egress by vehicles or by persons on foot, in, through, over, under and across the streets, roads, parking areas unless otherwise restricted and walks in the Common Property for all lawful purposes; and

b. Rights and easements of drainage across storm water drainage and retention structures and areas, and the right to connect with, maintain and make use of utility lines, wires, pipes, conduits and cable television lines which may from time to time be in or along the streets and roads or other areas of the Common Property; and

c. Rights to use and enjoy the Common Property for any purpose not inconsistent with this Declaration, any applicable Supplemental Declaration, the Articles and the BYLAWS of the Association.

Section 2. Title to Common Property. The Declarant may retain the legal title to all or any portion or portions of the Common Property until such time as it has completed improvements thereon. The Declarant hereby covenants for itself, its successors and assigns, that it shall convey to the Association free and clear of any mortgage lien all Common Property no later than at such time as Declarant has conveyed to Owners fee simple title to all of the Lots, Office Units and/or Pads. The conveyance of the Common Property to the Association shall be deemed to contain the following covenant which shall run with the land, whether or not specifically set forth in said conveyance, and shall be binding upon the Association, its successors and assigns, for so long as such property shall remain subject to this Declaration. In order to preserve and enhance the Property values and amenities of the Office Units, the Common Property (which includes the Restricted Common Areas) and all landscaping and drainage and other improvements now or hereafter built or installed thereon shall at all times be maintained in good repair and condition by the Association; provided, however, that all irrigation systems contained within the Restricted Common Areas shall be maintained by the respective Office Unit Owners whose Office Pads lie within the portion of the Restricted Common Area as immediately surrounding said Office Unit and/or Pad.

Section 3. Extent of Members’ Easements. The rights and nonexclusive easements of use and enjoyment created hereby shall be subject to the following:

a. The Association, subject to the rights of the Declarant and the Owners set forth in this Declaration, shall be responsible for the exclusive management and control of the Common Property and all improvements thereon.

b. The right of the Declarant without Owner or Association approval prior to conveyance of title to the Association, and the right of the Association thereafter, to grant or dedicate to any Owner, to any governmental agencies and to any utility companies, and to reserve, easements and rights-of-way, in, through, under, over and across the Common Property for the installation, maintenance and inspection of lines and appurtenances for public or private water, sewer, drainage, cable television, telephone, electricity, and other utilities, and for the completion of the development. No improvement or material may be placed upon any such easement as may damage or interfere with the installation, maintenance and operation of utilities or that may change the direction, or affect the flow of drainage.

c. The easements and rights of the Declarant reserved by this Declaration.

d. The right of an Office Unit Owner to the use and enjoyment of the specific Restricted Common Area which immediately surrounds his Office Unit as established by the Architectural Control Committee at the time approval of building plans is requested by an Owner of an Office Unit or Pad.

ARTICLE IV
Insurance and Casualty Losses

The Board of Directors shall have the authority but not the duty to obtain insurance for insurable improvements on the Common Property owned by it, against loss or damage by fire or other hazards, including extended coverage, vandalism and malicious mischief, and to obtain public liability policies covering the Association and its Members, Declarant and/or its designee, for damage or injury caused by the negligence of the Association or any of its Members, Declarant and/or its designee, or agents, and, if reasonably obtainable, directors' and officers' liability insurance, and to obtain any and all other types of insurance coverage with respect to such risks or persons as shall be deemed necessary or appropriate by the Board of Directors. Any insurance obtained shall include such coverage, contain such deductible provisions and be in such limits as shall be determined by the Board of Directors. The Association shall also have the discretion to self insure against any risk. Premiums for insurance shall be a Common Expense if for the benefit of the Association, its officers or directors, the entire membership as a group, or relate to the Common Property.

ARTICLE V
Covenant for Maintenance Assessments

Section 1. Creation of the Lien and Personal Obligation on Assessments.

a. Each Owner, by acceptance of a deed to any Lot or Office Unit and/or Pad, whether or not it shall be so expressed in any such deed or other conveyance, shall be deemed to and hereby does covenant and agree to pay to the Association: (1) annual assessments or charges, (2) special assessments, and (3) individual assessments. Said assessments shall be fixed, established and assessed to the owners as hereinafter provided. The assessments together with interest thereon, late charges, lien charges and costs of collection thereof, including court costs and reasonable attorneys' fees (including fees and costs upon appeal), shall be a charge and a continuing lien upon the Lot, Office Unit and/or Pad against which each such assessment is made from the date on which each such assessment is due. Each such assessment, together with interest, late charges, lien charges, costs and attorneys' fees, as herein provided, shall also be the personal obligation of the Owner of such Lot or Office Unit and/or Pad at the time the assessment fell due.

b. Exempt Property. The Common Property shall be exempt from the assessments, charges and liens created herein. Except as set forth in this subsection, no land or improvements in the Property shall be exempt from assessments, charges or liens. No owner may avoid the obligation for the payment of assessments by virtue of non-use or abandonment of the Common Property. All Office Units shall be subject to the assessments, except an Office Unit upon which an office building has not yet been constructed shall not be subject to that portion of the assessment attributable to Restricted Common Area maintenance of the improved Office Units.

Section 2. Purpose of Assessments. The assessments levied by the Association may be used for the purpose of promoting the health, safety, and welfare of the lands and owners in the Property, for the performance by the Association of its duties and the exercise of the powers conferred upon it, for the improvement and maintenance of properties, services and facilities which have been or will be constructed, installed or furnished upon, and which are devoted to the purpose and related to the use and enjoyment of, the Common Property, and for such other purpose as may be deemed desirable or appropriate from time to time by the Board of Directors, including but not limited to:

a. Payment of operating expenses of the Association; and

b. Lighting, improvement and beautification of access ways and easement areas (whether dedicated to the public or private), and the acquisition, maintenance, repair and replacement of project identification signs, directional markers and traffic control devices, parking, entry features, and the costs of controlling and regulating traffic on the access ways if not maintained by a public body; and

c. To pay all real and personal property taxes and assessments (if any) separately levied upon or assessed against the Association or the Common Property. Such taxes and assessments may be contested or compromised by the Association. It is the intent of this Declaration that, inasmuch as the interest of each Owner to use and enjoy the Common Property constitutes an interest in real property on a proportionate basis appurtenant to each benefitted Lot, Office Unit and/or Pad, the value of the interest of each owner in such property shall be included in the assessed value of each Lot or Office Unit; and

d. Management, maintenance, improvement and beautification of landscaping, fencing and storm water drainage and retention features on Common Property; and

e. Repayment of deficits previously incurred by the Association, if any, in making capital improvements to or upon the Common Property, and in furnishing services to or for the Members and maintenance of Restricted Common Area’s grass, landscaping, trees and shrubs; and

f. Repair and maintenance of all streets, parking and roadways situated upon the Common Property, which have not been dedicated to any governmental unit; and

g. Funding of appropriate reserves for future repair and replacement; and

h. Doing any other thing necessary or desirable in the judgment of said Association to keep the Common Property neat and attractive or to preserve or enhance the value thereof, or to eliminate fire, health or safety hazards, or which, in the judgment of the said Association, may be of benefit to the Owners or occupants of the Property.

Section 3. Determination of Assessments.

a. Operating Budget. It shall be the duty of the Board, by majority vote, at least forty-five (45) days prior to the end of the Association's fiscal year, to prepare and approve a budget covering the estimated costs of operating the Association during the coming year, including but not limited to operational items such as overhead and indirect costs, insurance, utilities, taxes, repairs, reserves, maintenance and other operating expenses, as well as charges to cover any deficits from prior years, and such capital improvements budget items as approved by the Board pursuant to Subsection (b) below.

b. Capital Budget. The Board of Directors shall annually prepare a capital budget which shall take into account the number and nature of replaceable assets, the expected life of each asset, and the expected repair or replacement cost. The Board shall set the required annual capital contribution, if any, in an amount sufficient to permit meeting the projected capital needs of the Association, as shown on the capital budget, with respect to both amount and timing. The annual capital contribution required shall be fixed by the Board and included within the annual operating budget and assessments. A copy of the capital budget shall be distributed to each Member as an Appendix to the operating budget. Additionally, new capital improvements in the budget shall be approved not by the Board of Directors, but by a majority of the Members by separate written ballot.

c. Adoption of Budget. The Board shall cause a copy of the budget and the projected assessments to be levied for the following year, to be delivered to each Member at least forty-five (45) days prior to the end of the Association's fiscal year. In the event the proposed budget reflects an increase in assessments greater than 15% over the previous year, such increase shall not be effective until approved at a special meeting of the Members held on or before thirty (30) days after the proposed budget and assessments are mailed to the Members, by a vote of a majority of the Class A membership of the Association. In the event that the membership does not approve the proposed budget for the succeeding year, or in the event the Board shall fail to propose a budget, then and until such time as a new, acceptable budget shall have been determined, the budget in effect for the preceding year shall continue for the succeeding year.

d. Allocation of Assessments Among Parcels. The total expenses reflected in the Operating Budget of the Association shall be assessed against all Lot and Office Unit and/or Pad Owners in proportions based upon the square footage of land in each Lot, or allocated to each Office Unit and/or Pad square footage of land pro rata to the total square footage of the Property subject to assessment.

e. Adjustment of Assessments to reflect Varying Levels of Services. In determining assessments payable by the Owners, the Board of Directors may in its discretion allocate the varying cost components of the budget among the Owners affected or benefitted to reflect varying levels of services to different Owners; for example but not by way of limitation, the Board of Directors may elect to allocate the assessments for parking lot maintenance, refuse collection and retention basin maintenance to those lots benefitting from the use of these areas and services, except assessments for landscaping and yard maintenance and other maintenance attributed exclusively to the Restricted Common Areas shall not be attributed to undeveloped Office Unit sites.

Section 4. Special Assessments.

a. Special Assessments. In addition to the annual assessments established pursuant to Section 3 hereof, the Board of Directors may levy at any time a special assessment for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a capital improvement upon the Common Property, including the necessary fixtures and personal property related thereto, for the purpose of covering any insufficiency of assessments to fund the actual monetary needs of the Association over and above the budgeted annual assessments, or for any other use or purpose deemed desirable or appropriate by the Board of Directors; provided, however, that any such special assessment shall have the approval of a majority of the votes of the Members who are in attendance and voting in person or by proxy at a meeting duly called for said purpose. The Board of Directors shall determine the date when such special assessment is to be paid.

b. Individual Assessment. The Association may levy an individual assessment upon any Lot, Office Unit and/or Pad Owner to cover the costs incurred by the Association due to that owner's failure to maintain its Lot, Office Unit and/or Pad pursuant to the standards set forth in this Declaration, or to reimburse the Association for any damage to any Common Property, caused by any owner or its lessee or invitee, or for any other purpose permitted by this Declaration or any supplemental Declaration.

Section 5. Date of Commencement of Assessments; Initial Annual Assessment; Due Dates. The annual assessments provided for herein as to the Property shall be due and payable quarterly, in advance.

Section 6. Certificate of Payment. Upon request, the Association shall furnish to any owner a certificate signed by an officer of the Association setting forth whether said assessment has been paid. Such certificate shall be conclusive evidence in favor of third parties of payment of any assessment therein stated to have been paid.

Section 7. Effect of Non-Payment of Assessment. If any assessment or installment thereon is not paid within fifteen (15) days after the due date, same shall bear interest from the date due at the highest rate allowed by Florida law or at such lesser rate as may be determined by the Board. The Association shall have the right to file and foreclose a Claim of Lien against any Lot, Office Unit and/or Pad in the amount of the unpaid assessment. The Association may bring an action at law for collection against the Owner personally obligated to pay the assessment and/or to foreclose the lien against the Lot, Office Unit and/or Pad and improvements, and there shall be added to the amount of such assessment the aforesaid interest, late charges, if any, costs of collection and court costs, and reasonable attorneys' fees, including court costs and attorney's fees upon appeal, and the said costs of collection shall be recoverable whether or not suit be brought. Costs of collection shall include not only costs of a legal action or legal representation, but shall include costs incurred by the Association for collection. If it becomes necessary for the Association to file a claim of lien against any Lot, Office Unit and/or Pad, a lien fee in an amount set by the Board of Directors may be charged by the Association. Such lien fee shall be added to the unpaid assessment and same shall be secured by the lien hereby created. The Board of Directors may establish a late fee for any assessment not paid within ten (10) days of its due date. Such lien shall be effective upon filing in the public records of and shall be prior to all other liens thereafter created except taxes or assessments levied by governmental authority, and except as to the lien of any mortgage as hereinafter provided in Section 8. The personal obligation of the then owner to pay such assessment, however, shall remain his personal obligation for the statutory period and shall not pass to his successors in title unless expressly assumed by them, but no such assumption shall relieve any owner personally obligated hereby for delinquent assessments from such Owner's personal liability therefor.

Section 8. Subordination of the Lien to Certain Mortgages. The lien of the assessments provided for by this Declaration shall be subordinate to the lien of any mortgage or mortgages now or hereafter placed upon any Lot, Office Unit and/or Pad and held by a commercial or savings bank, savings and loan association, trust company, credit union, industrial loan association, insurance company, pension fund, or business trust, including but not limited to a real estate investment trust, any other lender regularly engaged in financing the purchase, construction, or improvement of real estate, or any assignee of loans made by such lender, or any private or governmental institution or agency which has insured the loan of any such lender, or any combination of any of the foregoing entities, or any of same constituting an institutional mortgagee; provided, however, that a sale or transfer of any Lot, Office Unit and/or Pad pursuant to a decree of foreclosure, or pursuant to any proceeding in lieu of foreclosure, shall not relieve such Lot, Office Unit and/or Pad from liability for any assessments which thereafter become due, nor from the lien of any subsequent assessment. Said assessment liens, however, shall be subordinate to the lien of any such mortgage or mortgages hereafter placed upon the Lot, Office Unit and/or Pad subject to assessment, and no mortgagee shall be responsible for the collection of assessments from an Owner.

ARTICLE VI
Architectural Control

Section 1. Architectural Control; ACC. All improvements on the Property are subject to architectural and environmental review. This review shall be in accordance with this Article, the requirements of the City of land development regulations, and the Design Control Guidelines. No site work, landscaping, utilities extensions, drainage improvements, paving, building, fence, wall or any other physical or structural improvement, or change or alteration to the exterior of any existing structures or improvements, or to any existing landscaping, shall be commenced, erected or maintained until the plans and specifications showing the nature, size, workmanship, design, signs, shape, finished grade elevation, height, materials and color of the same, together with a detailed landscape plan and a plot plan showing the location relative to boundaries and adjacent improvements of such proposed improvements or changes, shall have been submitted to and approved in writing by the Architectural Control Committee (the “ACC”) as to consistency with Design Control Guidelines, location in relation to surrounding structures, and drainage features and topography. The above approvals also shall apply to remodeling, re-painting, re-roofing and re-landscaping.

Section 2. Approval or Disapproval. Approval of the plans and specifications may be withheld not only because of noncompliance with any of the specific conditions, covenants and restrictions contained in this Declaration, but also by virtue of the reasonable dissatisfaction of the ACC with the location of the structure, the elevation, the color scheme, the finish, design, proportions, architecture, drainage plan, shape, height, style and appropriateness of the proposed structures or altered structures, the materials used therein, the planting, landscaping, size, height or location of vegetation on the property, fences, enclosures, mail boxes, or because of its reasonable dissatisfaction with any or all other matters or things which, in the reasonable judgment of the ACC, will render the proposed item of improvement inharmonious or out of keeping with the Design guidelines. Three (3) sets of plans, specifications and plot plans (collectively the "Plans") shall be submitted to the ACC by the owner prior to applying for a building permit. The ACC shall provide a written receipt for the plans by an authorized agent of the ACC. Plans and resubmittals thereof shall be approved or disapproved within thirty (30) days after receipt by the ACC. Failure of the ACC to respond in writing to a submittal or re-submittal of Plans within such period shall be deemed to be an approval of the Plans as submitted or resubmitted. The ACC approval or disapproval, as required by this Declaration, shall be in writing and shall accompany two (2) copies of the Plans to be returned to the Owner. The remaining copy of the Plans shall become the property of the ACC. Whenever the ACC disapproves plans and specifications, the disapproval shall be accompanied by a written outline of the reason or reasons for such disapproval.

Section 3. Violations; Waiver. The work must be performed strictly in accordance with the Plans as submitted and approved. If after the Plans have been approved, the improvements are altered, erected, or maintained upon the Property otherwise than as approved by the ACC, such alteration, erection and maintenance shall be deemed to have been undertaken without the approval of the ACC having been obtained as required by this Declaration. After the expiration of one (1) year from the date of completion of any improvement, addition or alteration, said improvement shall, in favor of purchasers and encumbrances made in good faith and for value, be deemed to comply with all of the provisions hereof, unless a notice of such noncompliance executed by any member of the ACC shall appear of record in the office of the Clerk of the Circuit Court of County, Florida, or legal proceedings shall have been instituted to enforce compliance with these provisions. Upon approval of the ACC, it shall be conclusively presumed that the location and exterior configuration of any building, structure or other improvement placed or constructed in accordance with the approved Plans does not violate the provisions of this Declaration. The approval of the ACC of any Plans submitted for approval as herein specified shall not be deemed to be a waiver by the ACC of its rights to object to any of the features or elements embodied in such Plans if or when the same features or elements are embodied in any subsequent Plans submitted. Approval by ACC does not relieve the Owner of the responsibility of obtaining all other necessary approvals and permits from various agencies and authorities and from complying with all applicable codes and ordinances, nor shall its approval be deemed approval of any plan or design from the standpoint of structural safety or conformance with building or other codes.

Section 4. Variances. The ACC may authorize variances from including without limitation restrictions placement of structures, or similar restrictions, when circumstances such as topography, natural obstructions, existing or environmental considerations may require. Such variances must be evidenced in writing and must be signed by at least two (2) members of the ACC and shall be effective upon delivery to the Owner. If such variances are granted, no violation of this Declaration shall be deemed to have occurred with respect to the matter for which the variance was granted. The granting of such a variance shall not operate to waive any of the terms and provisions of this Declaration or the Design Guidelines for any other purposes than the particular provision covered by the variance, nor shall it affect in any way the Owner's obligation to comply with all governmental laws and regulations affecting the use of the Owner's Lot, Office Unit and/or Pad, including but not limited to zoning ordinances and setback requirements imposed by the appropriate governmental authority.

Section 5. Waiver of Liability. Neither the Declarant, the ACC, any member of the ACC, the Association, nor any of their representatives shall be liable in damages to anyone submitting Plans for approval or to any owner or occupant of the Property by reason of mistake in judgment, negligence or nonfeasance arising out of or in connection with the approval of, disapproval of or failure to approve any Plans. Every person who submits Plans for approval agrees, by submission of such Plans, and every owner or occupant of any Lot, Office Unit and/or Pad agrees, by acquiring title thereto or an interest therein, that it will not bring any action, proceeding or suit to recover any such damage. Approval of any Plans, and any other approvals or consents pursuant hereto or otherwise, is given solely to protect the aesthetics of the Property; and shall not be deemed a warranty, representation or covenant that such buildings, improvements, landscaping or other action taken pursuant thereto or in reliance thereof comply with, or are not in violation of any applicable laws, codes, rules or regulations. The Declarant, the ACC, the Association or any agent thereof, shall not be responsible in any way for any defects in any Plans revised or approved in accordance with the requirements of the ACC, or for any structural or other defect in any work done according to such Plans. This Article may not be amended without the Declarant's written approval so long as the Declarant owns any Lot, Office Unit and/or Pad.

Section 6. Enforcement of Planning Criteria. The Declarant or the Board of Directors shall have the standing and authority on behalf of the Association to enforce in courts of competent jurisdiction the Design Control Guidelines and the decisions of the ACC. Should the Declarant or the Association be required to enforce the provisions hereof by legal action, the reasonable attorneys' fees and costs incurred, whether or not judicial proceedings are involved, including the attorneys’ fees and costs incurred on appeal from judicial proceedings, shall be collectible from the violating owner. Should any Owner fail to comply with the requirements hereof after thirty (30) days written notice, the Declarant or the Association shall have the right to enter upon the Owner's property, make such corrections or modifications as are necessary, or remove anything in violation of the provisions hereof or the Design Control Guidelines, and charge the cost thereof to the Owner. The Declarant and the Association, or their agents or employees, shall not be liable to the Owner or to any occupant or invitee of any owner for any trespass or damages or injury to property or person unless caused by gross negligence or intentional wrongdoing.

Section 7. Term of Approval. Approval by the ACC shall be effective for a period of one (1) year from the date the approval is given, or one (1) year from the expiration of the thirty (30) day period specified in Section 2 hereof where approval is not expressly granted or denied. If construction has not commenced within the said one (1) year period, the approval shall expire and no construction shall thereafter commence without written renewal of such prior approval. The ACC shall establish reasonable time limitations for the completion of any improvements approved by the ACC.

ARTICLE VII
Maintenance

Section 1. Owner's Responsibility; Default. It shall be the affirmative duty of each owner at all times to keep and maintain the improvements, landscaping and stormwater drainage and retention improvements located on and serving to drain only its Lot, Office Unit and/or Pad and the Restricted Common Area surrounding its Office Unit in good and presentable condition and repair consistent with the approved plans and specifications therefor. The Association shall have the right to provide maintenance upon any Lot, Office Unit and/or Pad and improvements thereon in the event of default by any owner in that Owner's duties hereby imposed; subject, however, to the following provisions. Prior to performing any maintenance on an Owner's property, the Board of Directors, or a committee appointed by the Board of Directors, shall determine that same is in need of repair, or maintenance and is detracting from the overall appearance of the Property. Except in the event of an emergency, prior to commencement of any maintenance work, the Board of Directors must furnish fifteen (15) days prior written notice to the owner at the last address listed in the Association's records for said Owner notifying the owner that unless certain specified repairs or maintenance are commenced within said fifteen (15) day period and thereafter diligently pursued to completion, the Association may procure said repairs and charge same to the Owner.

Section 2. Access at Reasonable Hours. For the purpose of performing the repairs or maintenance authorized by this Article, the Association, through its duly authorized agents, contractors or employees, shall have the right to enter upon any owners' property and the exterior of any improvements thereon during reasonable hours on any day except Sundays and holidays, except that in an emergency situation, as determined by the Board of Directors, entry may be made on any day and at any hour.

Section 3. Association Maintenance Responsibility. The Association shall maintain and keep in good repair the Common Property, and all improvements thereon. said maintenance obligation shall be deemed to include but not be limited to maintenance (subject to the insurance and casualty loss provisions contained herein) of all utility lines, pipes, wires, glass, conduits, structures, systems, trees, fences, shrubs, grass, streets, parking spaces, walks, retention, detention and drainage areas, service roads, signage, and other improvements situated upon the Common Property or city owned drainage basins and road rights of way. Each Lot, Office Unit and/or Pad Owner shall be responsible for removing and replacing dead or dying trees and shrubs and grasses on its property. The Association shall also maintain in the Restricted Common Areas, the edging, weeding, cutting, fertilizing and spraying of grassed areas; and the trimming, mulching, spraying and pruning of all landscaped areas. Each Office Unit Owner shall be responsible for removing and replacing dead or dying trees and shrubs and grasses in the Restricted Common Area immediately surrounding his Office Unit as designed on the ACC approved site plan for said Office Unit. The Office Unit Owner shall also be responsible for maintaining the irrigation system in the Restricted Common Area within which his Office Unit is located.

Section 4. Damage to Common Property. If Declarant or an Owner causes damage to any portion of the Common Property, such damage shall be repaired by the responsible party within a reasonable amount of time.

Section 5. Assessment of Cost. The cost of the repair or maintenance referred to in Sections 1 and 4 shall be assessed as an individual assessment against the Owner of the affected Lot, Office Unit and/or Pad and shall be secured by a lien upon the affected Lot, Office Unit and/or Pad and shall also constitute a personal obligation of the Owner. The individual assessment shall be collectible along with interest at the highest rate allowed by law from date of expenditure to date of payment by the owner, and costs of collection and attorneys' fees, in the same manner as delinquent annual assessments.

ARTICLE VIII
Restrictive Covenants

The Property shall be subject to the following restrictions, reservations and conditions which shall be binding upon each and every owner and its heirs, personal representatives, tenants, invitees, successors, and assigns, as follows:

Section 1. Water and Sewage Facilities. No individual water supply system or individual sewage disposal system shall be permitted on any Lot, Office Unit and/or Pad. This section does not restrict the right of any owner to install, operate and maintain a water well for use only for air conditioning/heating, and irrigation purposes.

Section 2. Drainage Facilities. Each Owner will comply with the master drainage plan approved for the Property by the Suwannee River Water Management District.

Section 3. Landscaping. Irrigation and landscaping on each Lot, Office Unit and/or Pad or Restricted Common Area, and stormwater drainage and retention features located on and serving only a specific Lot, Office Unit and/or Pad shall be continuously maintained in good, aesthetically pleasing condition by the Owner of the Office Unit thereon. All landscaped and grassed areas in each Restricted Common Areas and Lot, Office Unit and/or Pad shall be watered by means of an automatic underground sprinkler system which shall be employed so as to keep all vegetation in excellent condition. The ACC may waive, alter or amend this requirement based upon changes in water usages and landscaping materials. Landscaping as approved by the ACC shall be installed within thirty (30) days of occupancy or substantial completion of any buildings, whichever occurs first.

Section 4. Obnoxious or Offensive Activity. No obnoxious or offensive activity shall be allowed on the Property, nor shall any use or practice be allowed which is a source of annoyance, embarrassment or discomfort to owners or their tenants or invitees, or which interferes with the peaceful possession and proper use and enjoyment of the Property, nor shall any improper, unsightly, offensive or unlawful use be made of any Lot, Office Unit and/or Pad or of the Common Property, and all laws, zoning ordinances, and regulations of all governmental bodies having jurisdiction shall be observed. The use, enjoyment and occupancy of the Property shall be in such a manner so as not to cause or produce any of the following effects discernible outside buildings located thereon or affecting the adjoining property or any portion or portions thereof; excessive noise, smoke, dust, dirt or fly ash; unusual fire or explosive hazards; or vibration or light.

Section 5. Garbage and Trash. No trash, garbage or other waste material or refuse shall be placed or stored on any part of the Property except in areas approved by the Board of Directors in accordance with specifications so established.

Section 6. Storage Receptacles. No fuel tanks or similar storage receptacles may be exposed to view. Any such storage items or tanks must be buried underground, and shall otherwise comply with standards established from time to time by the Board of Directors, the ACC and governmental regulations.

Section 7. Vehicles and Repair. No inoperative cars, motorcycles, trucks or other types of vehicles shall be allowed to remain either on or adjacent to any Lot, Office Unit and/or Pad for a continuous period in excess of twenty-four (24) hours. No campers, mobile homes, motor homes, boats, house trailers, boat trailers, or trailers of every other description may be stored on the Property without the approval of the ACC. The only exception is during the periods of approved construction on the Property. This prohibition of parking shall not apply to temporary parking of trucks and commercial vehicles, such as pickup, delivery, and other commercial services. Additional rules and regulations regarding parking, use, repair and storage of vehicles on the Property may be promulgated from time to time by the Board of Directors.

Section 8. Structures. No building or structure of a temporary character, including trailers, tents and shacks shall be permitted on the Property; provided, however, temporary improvements used solely during the construction of the approved permanent improvements shall be permitted if approved by the ACC but shall be removed immediately upon completion of such construction.

Section 9. Signs. No signs, advertisements, billboards, solicitation or advertising structures of any kind shall be erected, modified or maintained on a Lot, Office Unit and/or Pad, or on the Property, unless prior written approval of the ACC is obtained; Provided, however, reasonable street numbers and one sign containing not more than twelve (12) square feet on surface area per side (2 sides maximum) and used solely in connection with the marketing of a Lot, Office Unit and/or Pad for sale shall be permitted without prior approval. The restrictions of this section shall not apply to the Declarant.

Section 10. Air Conditioning Equipment. No air conditioning equipment which is not screened shall be permitted on the Property unless approved by the ACC. The ACC may prohibit window air conditioning units altogether or impose stricter standards.

Section 11. Antenna. No outside antenna, including without limitation any television, radio, microwave or dish antenna, shall be erected, used or maintained on the Property without the prior written approval of the ACC.

Section 12. Completion of Construction. After commencement of construction of any improvements on a Lot, Office Unit and/or Pad, the Owner shall diligently prosecute the work thereon, to the end that the improvements shall not remain in a partly finished condition any longer than reasonably and normally necessary for completion thereof. The owner of the Lot, Office Unit and/or Pad on which improvements are being constructed shall at all times keep streets and parking contiguous to the Lot, Office Unit and/or Pad and the abutting Common Property free from any dirt, mud, garbage, trash or other debris which might be occasioned by construction of the improvements.

Section 13. Excavation. No clearing or excavation shall be made except in connection with the construction, maintenance or repair of an improvement; and upon completion thereof exposed openings shall be backfilled, and disturbed ground shall be leveled, graded and sodded, as provided on the approved Plans.

Section 14. Utility Service. No "service lines" shall be constructed, placed or maintained anywhere in or upon the Property unless the same shall be contained in conduits or cables constructed, placed and maintained underground or concealed in, under or on buildings or other approved improvements; provided electrical transformers may be permitted if properly screened and approved by the ACC. Nothing herein shall be deemed to forbid the erection and use of temporary power or telephone service poles incident to the construction of approved improvements. The foregoing shall not apply to "transmission lines" now or hereafter existing on the Property. As used herein, the term "service line" shall include lines, wires, or other devices for the communication or transmission of electric current or power on any site or part thereof, including without limitation telephone and television signals. As used herein, the term "transmission line" shall include such master lines, wires, etc. as transmit the current or power to the Lot or parts thereof, and from which the "service lines" run.

Section 15. Mailboxes. No mailboxes or newspaper boxes shall be permitted on the Property unless and until approved by the ACC, and subject to such requirements as may be imposed by the ACC.

Section 16. Trees. Living trees measuring eight (8") inches or more in diameter shall not be cut down or removed from the Property without the prior written consent of the ACC unless the trees are located within five (5') feet of a proposed building as approved by the ACC.

Sections 17. Fences. No fences shall be erected without prior ACC approval.

Section 18. Rights of the Declarant. The Declarant and its designee has the right to maintain upon a portion of the Property sales, administrative, construction or other offices, signs and other promotional equipment and apparatus which shall not be subject to assessment.

Section 19. Ordinance Restrictions. No improvements of any kind shall be constructed or placed upon the Property, and no uses shall be permitted on the Property except as authorized and permitted by all local ordinances, building codes and land development regulations affecting the subject property.

ARTICLE IX
Amendment by Declarant

The Declarant, as long as Declarant owns a Lot, Office Unit and/or Pad or any portion of a Lot, Office Unit, and/or Pad, reserves and shall have the sole right to (a) amend this Declaration for the purpose of curing any ambiguity or any inconsistency between the provisions contained herein; (b) include in any contract or deed or other instrument hereafter made any additional covenants and restrictions applicable to any Lot, Office Unit and/or Pad which do not lower the standards of the covenants and restrictions herein contained; (c) release any Lot, Office Unit and/or Pad from any part of the covenants and restrictions contained herein which have been violated if the Declarant, in its sole judgment, determines such violation to be a minor or insubstantial violation; (d) amend this Declaration without vote or consent of the Owners in any manner which does not adversely affect the substantive rights of an existing Owner or mortgagee so long as such amendment does not change the original scheme or plan of development; and (e) to amend this Declaration during the first two (2) years after same has been recorded to comply with the request of any mortgagee referred to in Section 8 of Article V. The foregoing amendments may be made without the joinder or approval of any Owner, mortgagee, or the Association.

ARTICLE X
Additional Covenants and Restrictions

No Owner, without the prior written approval of the Declarant for so long as the Declarant owns any Lot, Office Unit and/or Pad, or portion of a Lot, Office Unit and/or Pad, and thereafter without the prior written approval of the Board of Directors may impose any additional covenants or restrictions on any part of the Property.

ARTICLE XI
Amendment

Except as to provisions relating to amendments set forth herein regarding certain specific items and the method of amending or altering same, any other provisions, covenants, or restrictions set forth herein may be amended in accordance with this provision. The holders of at least two-thirds (2/3) of the votes in the Association, without regard to class, may change or amend any provision hereof (1) by executing a written instrument in recordable form setting forth such amendment, or (2) by causing a certified copy of a duly adopted resolution of the owners to be prepared, and having the same duly recorded in the public records of , Florida. A proposed amendment may be initiated by the Declarant, the Association, or by petition signed by thirty (30%) percent of the owners. If a proposed amendment is to be adopted by vote, a written copy of the proposed amendment shall be furnished to each Owner at least thirty (30) days but not more than ninety (90) days prior to the meeting to discuss the proposed amendment. If adopted by vote, the affirmative vote required for adoption shall be two thirds (2/3) of the votes of the owners, without regard to class. Owners not present in person or by proxy at the meeting considering the amendment may express their approval or disapproval in writing, providing such approval or disapproval is delivered to a member of the Board of Directors at or prior to the meeting.

Notwithstanding the foregoing, no amendment may be made under the terms of this Article to increase or create additional assessments, fees or charges applicable to any Lot, Office Unit and/or Pad or Member or to modify the provisions of Article V, Sections 3 or 4 above, without the prior approval of at least two-thirds (2/3) of the votes of Members other than Declarant. So long as the Declarant shall own any Lot, Office Unit and/or Pad, no Declarant related amendment shall be made to this Declaration, or the Articles or BYLAWS of the Association unless such amendment is first approved in writing by the Declarant. Any amendment shall be deemed to be Declarant related if it does any of the following:

a. Directly or indirectly by its provisions or in practical application relates to the Declarant in a manner different from the manner in which it relates to other owners.

b. Modifies the definitions provided for by Article I of this Declaration in a manner which alters the Declarant's rights or status.

c. Alters the character and rights of membership as provided in the Articles of Incorporation or affects or modifies in any manner whatsoever the rights of Declarant as a Member.

d. Alters any previously recorded or written agreement with any public or quasi-public agencies, utility company, political subdivisions, public authorities or other similar agencies or bodies, respecting zoning, streets, roads, drives, easements or facilities.

e. Denies the right of the Declarant to convey Common Property to the Association.

f. Modifies the basis or manner of assessment as applicable to the Declarant or any lands owned by the Declarant.

g. Alters or repeals any of the Declarant's rights or any provision applicable to the Declarant's rights as provided for by any provision of this Declaration or any Supplemental Declaration.

ARTICLE XII
Duration and Termination

The covenants and restrictions of this Declaration shall run with and bind the land, and shall inure to the benefit of and be enforceable by the Declarant, the Association and any Owner of any land subject to this or any Supplemental Declaration, their respective legal representatives, heirs, successors and assigns, for a term of ten (10) years from the date this Declaration is recorded, after which time said covenants shall be automatically extended for successive periods of ten (10) years. This Declaration may be terminated at any time by recordation of an instrument signed by the then holders of eighty percent (80%) of the votes in the Association and with all mortgagees agreeing to terminate said covenants and restrictions.

ARTICLE XIII
Enforcement

Section 1. Remedies. If any person or entity shall violate or attempt to violate any of these covenants or restrictions, it shall be lawful for the Declarant, or any owner or the Association (a) to prosecute proceedings for the recovery of damages against those so violating or attempting to violate any such covenant or restriction, or (b) to maintain a proceeding in any court of competent jurisdiction against those so violating or attempting to violate any such covenant or restriction, for the purpose of preventing, or enjoining all or any such violations or attempted violations. The remedies contained in this provision shall be construed as cumulative of all other remedies now or hereafter provided by law or this Declaration. The failure of the Declarant, its successors or assigns, or the Association or an owner, to enforce any covenant or restriction or any obligation, right, power, privilege, authority or reservation herein contained, however long continued, shall in no event be deemed a waiver of the right to enforce the same thereafter as to the same breach or violation, or as to any other breach or violation thereof occurring prior to or subsequent thereto.

Section 2. Severability. The invalidation of any provision or provisions of the covenants and restrictions set forth herein by judgment or court order shall not affect or modify any of the other provisions of these covenants and restrictions which shall remain in full force and effect.

Section 3. Lessees to Comply with Declaration, Articles and BYLAWS - Effect on Non-Compliance. All tenants of the Property or any portion of it shall be subject to the terms and conditions of this Declaration, the BYLAWS and the Articles of Incorporation of the Association, and the rules and regulations promulgated thereunder as though such tenants were Owners. Each Owner agrees to cause his lessee, occupant, and employees to comply with this Declaration, the BYLAWS, Articles and the rules and regulations promulgated thereunder, and each Owner is responsible and liable for all violations and losses caused by such Lessees or occupants notwithstanding the fact that such occupants are also fully liable for any violation of this Declaration, the BYLAWS, Articles and the rules and regulations promulgated thereunder. In the event that a lessee, occupant, or employee of the lessee violates a provision of the Declaration, BYLAWS, Articles or rules and regulations adopted pursuant thereto, the Board of Directors shall have the power to bring an action or suit against the lessee, occupant or employee to recover sums due, for damages or injunctive relief, or for any other remedy available at law or equity.

ARTICLE XIV
Miscellaneous

Section 1. Number and Gender. Reference to the singular shall include reference to the plural and the plural shall include the singular, as indicated by the context of use. Reference to any gender shall include reference to all genders.

Section 2. Severability. The invalidation of any provision of provisions of this Declaration shall not affect or modify any one of the other provisions which shall remain in full force and effect unless otherwise provided herein.

Section 3. Notices. Any notice provided for herein shall be deemed to have been properly sent when mailed, postpaid, to the last known address of the person as shown on the records of the Association at the time of such mailing, unless otherwise provided herein.

Section 4. Headings. The paragraph headings are for reference purposes only and shall not in any way effect the meaning, content or interpretation of this Declaration.

IN WITNESS WHEREOF, the Declarant has caused these presents to be executed in its name and its seal to be affixed hereto as of the day and year first above written.

STATE OF FLORIDA

COUNTY OF

On this day of , 20 , before me, a Notary Public in and for the State and County aforesaid, personally appeared as , to me known, and he acknowledged executing the foregoing instrument under authority duly vested in him by said company as the free act and deed of said company on behalf of said company for the purpose therein expressed.

WITNESS my hand and official seal the day and year last aforesaid.