Second Amended and restated declaration of covenants, conditions, and restrictions for Bella Collina and supplemental declaration

THIS SECOND AMENDED AND RESTATED DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTlONS FOR BELLA COLLINA AND SUPPLEMENTAL DECLARATION C'CC&Rs") is made this 151h day of April, 2005 by Ginn-LA Pine lsland Ltd.
Second Amended and restated declaration of covenants conditions and restrictions for Bella Collina and supplemental declaration

This instrument prepared by 

And return to:

Baker & Hostetler LLP

200 South Orange Avenue, Suite 2300 

P.O. Box 112

Orlando, Florida 32802-0112

Attn: William C. Guthrie, Esq.

SECOND AMENDED AND RESTATED 

DECLARATION OF COVENANTS, 

CONDITIONS, AND RESTRICTIONS 

FOR BELLA COLLINA AND 

SUPPLEMENTAL DECLARATION

SOLICITORS. 26296. 00002, 100873552.9. Bella CoUina 2nd Amended Restated Declaration 

4/14105 4:39 PM

SECOND AMENDED AND RESTATED DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR BELLA COLLINA AND SUPPLEMENTAL DECLARATION

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SECOND AMENDED AND RESTATED DECLARATION OF 

COVENANTS, CONDITIONS, AND RESTRICTIONS

FOR BELLA COLLINA AND SUPPLEMENTAL DECLARATION

THIS SECOND AMENDED AND RESTATED DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTlONS FOR BELLA COLLINA AND SUPPLEMENTAL DECLARATION C’CC&Rs”) is made this 151h day of April, 2005 by Ginn-LA Pine lsland Ltd., LLLP, a Georgia limited liability limited partnership (..Declarant”) (as further defined below) whose post office address is 215 Celebration Place, Suite 200, Celebration, FL 34747, and is joined in by BELLA COLLINA PROPERTY OWNER’S ASSOCIATION, INC., a Florida corporation not for profit (“Association”) whose post office address is 215 Celebration Place, Suite 200, Celebration, FL 34747.

WHEREAS, Declarant desires to develop a planned community to be known as ”Be11a Collina” (as hereinafter defined); and

WHEREAS, on January 16, 2004, Dec1arant recorded the Declaration of Covenants, Restrictions and Easements for Bella Collina in Official Record Book 249, Pages 568-596, Public Records of Lake County (the “Initial Declaration”); and

WHEREAS, on May 17, 2004, Declarant recorded the Amended and Restated Declaration of Covenants, Restrictions and Easements for Bella Collina in Official Record Book 2571, Pages 1533-1688, Public Records of Lake County, Florida (the ..First Amended Declaration”), which amended and restated the Initial Declaration as set forth therein, and

WHEREAS, the First Amended Declaration subjected certain property to the terms of the First Amended Declaration and reserved the Declarant’s right to subject additional property to the terms of the First Amended Declaration; and

WHEREAS, Declarant, in accordance with its reserved rights under Section 8 of the First Amended Declaration, desires to again amend and restate the common plan of development for Bella Collina; and

WHEREAS, in order to develop and maintain Bella ColHna as a planned residential community and to preserve the values and amenities of such community, it is necessary to declare, commit and subject the Committed Property (as hereinafter defined) {and such additional properties which may be added to the Committed Property and which may hereafter be subject to these CC&Rs) and the improvements now or hereafter constructed thereon to certain land use covenants, restrictions, reservations, regulations, burdens, liens, and easements; to facilitate the maintenance of surface water, stormwater drainage and retention areas and improvements; to provide for the ownership, operation and maintenance of the Utility Systems (as hereinafter defined); and to delegate and assign to the Association certain powers and duties of ownership, administration, operation, maintenance and enforcement; and

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WHEREAS, in addition to the property initially committed to the terms of the First Amended Declaration, Declarant, desires to add and subject certain additional property, comprised of the Bella Collina East subdivision and Bella Collina West subdivisions, to the terms of these CC&Rs; and

WHEREAS, the Association is joining in these CC&Rs in order to acknowledge its obligations hereunder.

NOW, THEREFORE, in consideration of the premises and covenants herein contained, Declarant hereby declares that these CC&Rs supersede the First Amended Declaration in its entirety and that the Committed Property and such Additional Property which become Committed Property shall be owned, held, used, transferred, sold, conveyed, demised and occupied subject to the covenants, restrictions, easements, reservations, regulations, burdens and liens hereinafter set forth, all of which shall run with the Committed Property and any part thereof and which shall be binding upon all parties having any right, title or interest in the Committed Property or any part thereof, their heirs, successors and assigns.

ARTICLE I 

DEFINITIONS

The terms used in these CC&Rs shall be defined as set forth herein unless expressly provided otherwise.

Section 1. “ADDITIONAL PLA T” shall mean the plat of any Additional Property provided a Supplemental Declaration for such Additional Property is recorded amongst the Public Records of the County in accordance with these CC&Rs. “Additional Plat” shall also mean the replat of all or any portion of the Plat or any other plat of all or any portion of the Committed Property.

Section2. “ADDITIONAL PROPERTY” shall mean any real property (other than the Committed Property) that may be submitted by Declarant to the terms and provisions of these CC&Rs by a Supplemental Declaration which shall be executed by the owner of the Additional Property and need not be joined in by any other person or Owner. No portion of any Additional Property shall be encumbered by these CC&Rs unless and until such property is added by a Supplemental Declaration by the fee owner thereof. In the event any Additional Property becomes encumbered by these CC&Rs, then, and only then in such event, the term “Committed Property” as used herein shall also include the Additional Property.Section 3. “AMENTDMENT(S)” shall mean any and all amendments to these CC&Rs, all of which shall be consecutively numbered beginning with the “First Amendment to the Second Amended and Restated Declaration of Covenants, Conditions and Restrictions for Bella Collina” and each of which shall be properly adopted pursuant to the terms of the Bella Collina Documents and recorded in the Public Records of the County; provided, however, the failure to so consecutively number such amendments shall not impair their validity hereunder and such amendments to the extent not otherwise numbered will be deemed to have been numbered in chronological order of their appearance in the Public Records of the County. “Amendment(s)”

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shall also mean any and all amendments to any Supplemental Declaration, as recorded in the Public Records of the County.

Section 4. “ARCHITECTURAL CONTROL BOARD” or “ACB” shall mean the committee created pursuant to Article VIII hereof.

Section 5. “ARTICLES” shall mean the Articles of lncorporation of the Association which have been filed in the Office of the Secretary of State of the State of Florida, a true copy of which is attached hereto as Exhibit “B” and incorporated herein by this reference, as such Articles may be amended from time to time.

Section 6. “ASSESSMENT’ shall mean assessments for which all Owners are obligated to the Association and includes “Base Lot Assessments”, “Lot Type Maintenance Assessments,” “Neighborhood Assessments”, if any, and “Special Assessments” (as such terms are defined herein) and any and all other assessments which are levied by the Association in accordance with the Bella Collina Documents.

Section 7. “ASSOCIATION” sha11 mean and refer to BELLA COLLThlA PROPERTY OWNER’S ASSOCIATION, INC., a not-for-profit Florida corporation, its successors and assigns, pursuant to the Articles of Incorporation, filed in the Office of the Secretary of State of the State of Florida, as amended by any amendments thereto, and which Association is responsible for the maintenance, preservation and architectural control of Bella Collina as provided in these CC&Rs.

Section 8. “ASSOCIATION PROPERTY” shall mean such portions of the Committed Property which are not included in any Lot or the Club Property, except those areas dedicated to the public by the Plat or Additional Plat, if any, or otherwise conveyed to the Community Development District or other public entity in accordance with the provisions of these CC&Rs, and which are or shall be owned or maintained by th1::: Association, as set forth in these CC&Rs, for the common use and enjoyment of the Owners within Bella Collina, together with landscaping and any other Improvements thereon, including, without limitation, the Drainage System, the Utility Systems, all structures, gatehouses, open spaces, private streets, asphalt bike paths, horse trails, sidewalks, irrigation facilities, decorative street lights, perimeter fence, entry or other lighting, if any, and entrance features, buffer tracts, monument walls, site walls, gazebos, retaining walls, fountains, littoral plantings and decorative street signs, but excluding any public utility installa6ons thereon. Notwithstanding anything to the contrary contained in these CC&Rs, “Association Property” does not include or refer to the Club Property or any portion of the Club Property.Section 9. “BELLA COLLINA” shall mean that planned residential development planned to be developed in stages on the Total Property in the County, which encompasses the Total Property and is intended to comprise approximately eight hundred and one (801) single family homes or other residential unit types as may be approved by the County and the Association Property, CDD Property (as defined in Article II, Section 9), Club Property, and Equestrian Property, if any. Bella Collina will consist of the land set forth in Exhibit “A” attached hereto and made a part hereof and may be expanded by the recording of one or more Supplemental Declaration(s).

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Section 10. “BELLA COLLIJ\IA DOCUMENTS” shall mean in the aggregate these CC&Rs, the Art]cles and the Bylaws, the Articles of Incorporation and Bylaws of a Neighborhood Association, if any, the Plat, the Additional Plat, if any, and all of the instruments and documents referred to therein, including, but not limited to, any Amendment(s) and Supplemental Declaration(s).

Section 11. “BOARD” shall mean the governing body of the Association.

Section 12. “BUILDER” shall mean: (i) a person or entity who in its normal course of business purchases a portion of the Committed Prope1ty for the purpose of constructing thereon a residential structure for sale or a model home; (ii) a person or entity who in its normal course of business constructs a residential structure on a portion of the Committed Property owned by another; (iii) a person or entity who acquires a portion of the Committed Property for the purpose of resale to a person engaged in the business of constructing residential structures for sale, and who is so designated by Declarant.

Section 13. “BYLAWS” shall mean the Bylaws of the Association, which have been or wi1l be adopted by the Board, an initial copy of which is attached hereto as Exhibit “C” and incorporated herein by this reference, as such Bylaws may be amended from time to time.

Section 14. “CC&Rs” shall mean this instrument as it may be amended from time to time, together with any Supplemental Declaration{s) or Amendments thereto, which may be recorded amongst the Public Records in accordance with these CC&Rs.

Section 15. “CLUB A T BELLA COLLINA” or “CLUB” shall mean the golf course, country club faci1ities, and other recreational and social facilities located in Lake County, Florida, which are owned or operated by Club Property Owner. The Club Property Owner shall have the right, in its sole, absolute, and unfettered discretion, to include, or not include, the Club Property as part of the Club, or to withdraw the Club Property from the Club.

Section 16. “CLUB AT BELLA COLLINA PROPERTY” or “CLUB PROPERTY” shall mean Tracts B, G, and N, as such tracts are more particularly described on the Bella Collina West p1a4 the Equestrian Property, and all of the real property included within the Committed Property, if any, as may be owned from time to time by the Club Property Owner, together with the golf course, tennis courts, country club facilities, equestrian facilities, and other recreational and social facilities constructed thereon, if any, that are independently owned and operated by the Club Property Owner, or its successors and assigns. Any of the Committed Property, except Lots and such other property which has been conveyed or dedicated to the Association, the public, or the CDD, may be designated as “Club Property” by the Declarant in Exhibit “A” to these CC&Rs or in a Supplemental Declaration, and should any Additional Property be subjected to provisions of these CC&Rs, Declarant shal1 have the right to designate any or a11 of such property as Club Property. The Club Property is not Association Property.

Section 17. “CLUB PROPERTY OWNER” shall mean the record holder of fee simple title or ground lessee of the Club Property.Section 18. “COMMITTED PROPERTY” shall mean that certain real property described in Exhibit “A” and such additions thereto as may hereafter be brought within the jurisdiction of

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these CC&Rs and/or the Association; provided, however, Dec1arant reserves the right to withdraw from the provisions hereof, such portion or portions of the Committed Property as Declarant from time to time elects, upon the execution by Declarant of a Supp1ementa1 Declaration.

Section 19. “COMMUNITY DEVELOPMENT DISTRICT” or “CDD” shall mean the Pine Island Community Development District, a local unit of special purpose government which was created pursuant 10 Chapter 190, Florida Statutes, and is limited to the performance of those specialized functions authorized by Chapter 190, Florida Statutes.

Section20. “COMMUNITY-WIDE STANDARD” means the standard of conduct, maintenance, management, operation, use or other activity generally prevailing throughout the Committed Property, which shall never be lower than the standards established by the Board or the ACB for the Committed Property, or lower than the standards of construction and quality required by the ACB for the initial approval and construction of Improvements. Such standard is expected to evolve over time as development progresses and maybe more specifically determined by the Board, Declarant, or the ACB; provided, however, the Community-Wide Standard may not be lowered without the written approval of the Declarant.

Section 21. “COUNTY” shall mean Lake County, Florida.

Section 22. “DECLARANT’ s1m1l mean and refer to GilUl-LA Pine Island Ltd., LLLP, a Georgia limited liability partnership, and any successor or assign thereof to which Ginn-LA Pine Island Ltd., LLLP specifically assigns all or part of the rights of Declarant hereunder by an express written assignment, whether recorded in the Public Records of the County or not. The written assignment may give notice as to which rights ofDeclarant are to be exercised and as to which portion of the Total Property. Jn any event, any subsequent declarant shall not be liable for any default or obligations incurred by any prior declarant, except as may be expressly assumed by the subsequent declarant, and any prior Declarant shall not be liable for any subsequent default or obligations incurred by any subsequent Declarant. An Owner shall not, solely by the purchase of a Home and/or Lot, be deeme9 a successor or assign of Declarant under the Bella Collina Documents unless such Owner is specifically so designated as a successor or assign of such rights in the instrument of conveyance or any other instrument executed by Declarant. Section 23. “DIRECTOR” shall mean a member of the Board.

Section 24. “DRAINAGE PERMIT” shall mean and refer to Permit numbers and 4-069-86624-2 issued by SJRWMD, and any successor permits, issued by SJRWMD for the construction, operation, and maintenance of the Drainage System on the Committed Property.Section25. “DRAINAGE SYSTEM” shall mean the surface water management system including, but not limited to, all structures, Lakes, swales, inlets, culverts, retention ponds, outfalls, storm drains, pump stations, connecting pipes, mitiga1ion areas and simi1ar systems which are designed and constructed or implemented to control discharges which are necessitated by rainfall events, and is used to collect, convey, drain, store, retain, absorb, inhibit, treat, control, use or reuse water to prevent or reduce flooding, overdrainage, environmental

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degradation, and water pollution or otherwise affect the quantity and quality of discharges within and from Bella Collina.

Section 26. “EQUESTRIAN PROPERTY” shall mean the lands, if any, located on the Committed Property that are privately owned and operated as stables, riding trails, and pastures together with related and supporting facilities and improvements but not to include any other property. TheEquestrianPropertyisClubProperty.

Section 27. “FIRST SUPPLEMENTAL DECLARATION” shall mean this Second Amended and Restated Declaration of Covenants, Condition:;, and Restrictions for Bella Collina and Supplemental Declaration, which adds and subjects the lands described in the plats of Bella Collina East and Bella Collina West to the Committed Property pursuant to the terms of these CC&Rs.

Section 28. “HOME” shall mean a residential dwelling unit constructed within Bella Collina, which is designed and intended for use and occupancy as a single-family residence.

Section 29. “IMPROVED LOT” shaU mean a Lot on which the construction of any Horne has been completed and for which Home a certificate of occupancy or equivalent therefor has been issued by the appropriate governmental agency.

Section 30. “IMPROVED LOT OWNER” shall mean the Owner of an Improved Lot.

Section 31. “IMPROVEMENT” shall mean all structures or artificially created conditions and appurtenances thereto of every type and kind located within Bella Collina, including, without limitation, buildings, walkways, horse trails, berms, fountains, sprinkler pipes, gatehouses, roads, driveways, fences, retaining walls, underground footers and other foundation supports, stairs, landscaping, hedges, plantings, poles, swings, tennis courts, swimming pools, covered patios, screen enclosures, jogging, bicycling and walking paths, basketball backboards and hoops, signs, site walls, gazebos, benches, mailboxes, decorative street lights and signs.

Section 32. “INDIVIDUAL LOT ASSESSMENTS” shall mean assessments levied against each Improved Lot and Unimproved Lot, as more particularly described in Section 1 of Article VII of these CC&Rs.

Section33. “INSTITUTIONAL MORTGAGE” shall mean a mortgage held by an Institutional Mortgagee on any property within Bella Collina.Section 34. “INSTITUTIONAL MORTGAGEE OR INSTITUTIONAL LENDER” shall mean any lending institution owning a first mortgage encumbering any Home or Lot within Bella Collina, which owner and holder of said mortgage shall either be a bank, life insurance company, federal or state savings and loan association, real estate or mortgage investment trust, building and Joan association, mortgage banking company licensed to do business in the State of Florida, or any subsidiary thereof, licensed or qualified to make mortgage loans in the State of Florida or a national banking association chartered under the laws of the United States of America or any “secondary mortgage market institution,” including the Federal National Mortgage Association (“Th1MA”), Government National Mortgage Association (“GNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”) and such other secondary mortgage market institutions as the

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Board shall hereafter approve in writing; any and all lenders, and the successors and assigns of such lenders, which have loaned money to Declarant and which hold a mortgage on any portion of the Total Property securing any such loan; any pension or funds qualified under the Internal Revenue Code; the Veterans Administration, the Federal Housing Administration or the Department of Housing and Urban Development or such other lender as is generally recognized in the community as an institutional lender; or Declarant, its successors and assigns.

Section 35. “INTEREST” shall mean the maximum nonusurious interest rate allowed by law on the subject debt or obligation, and if no such rate is designated by law, then eighteen percent (18%) per annum.

Section 36. “LAKE LOT” shalt mean a Lot within Bella Collina abutting one of the Lakes (as described in Article II hereof).

Section 37. “LEGAL FEES” shall mean reasonable fees for attorney and paralegal services incurred in connection with: (i) negotiation and preparation for litigation, whether or not an action is actually begun, through and including all trial and appellate levels and postjudgment, bankruptcy and probate proceedings, and (ii) collection of past due Assessments including, but not limited to, preparation of notices and liens; and shall also include court costs through and including all trial and appellate levels and postjudgment, bankruptcy and probate proceedings.

Section 38. “LOT” shall mean and refer to any parcel of land within Bella Collina as shown on the Plat or any Additional Plat upon which a Home is permitted to be constructed, together with the Improvements thereon, and any pot1ion of the Total Property within Bella CoJlina that is dec1ared to be a Lot by a Supplemental Declaration and is not subsequently withdrawn from the provisions of these CC&Rs by a Supplemental Declaration. For purposes of Base Lot Assessments, a Lot is either an Improved Lot or an Unimproved Lot.

Section 39. “MEMBERS” shall mean and refer to all of the Owners who are also members of the Association, as provided herein.

Section 40. “NEIGHBORHOOD” shall mean any development of Lots within the Committed Property which is designated as a Neighborhood as provided in Article Il of these CC&Rs.

Section 41. “NEIGHBORHOOD ASSESSMENTS” shall mean assessments levied against the Homes in a particular Neighborhood or Neighborhoods which receive benefits, items or services not provided to all Homes within the Committed Property, as more particularly described in Article VI of these CC&Rs.

Section42. ”NEIGHBORHOOD ASSOCIATION'” shall mean any property owners’ association, owners’ association, condominium association, or other mandatory membership entity, their successors and assigns, responsible for administering a Neighborhood.Section 43. “NEIGHBORHOOD EXPENSES” shall mean the actual and estimated expenses incurred by the Association or Neighborhood Association for the benefit of Owners of Homes within a particular Neighborhood or Neighborhoods, an as may be specifically authorized from time to time by the Board or the board of directors of the Neighborhood Association and as more particularly set forth herein.

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Section 44. “NOTICE AND HEARING” shall mean written notice and a public hearing before a tribunal appointed by the Board at which the Owner concerned shall have an opportunity to be heard in person or by counsel, at Owner’s expense, in the manner set forth in Article X herein.

Section 45. “OPERATING EXPENSES” shall mean t11e expenses for which Owners are liable to the Associa1ion as described in these CC&Rs and any other Bella Collina Documents and include, but are not limited to, the costs and expenses incurred by the Association in administering, operating, maintaining, financing, or repairing the Association Property or any portion thereof and Improvements thereon and all costs and expenses incurred by the Association in carrying out its powers and duties hereunder or under any other Bella Collina Documents, including, without limitation, legal costs and expenses incurred by the Association.

Section 46. “OWNER” shall mean and refer to the record owner, whether one or more persons or entities, ofthe fee simple title to any Lot within Bella Collina, and includes Declarant for as Jong as Declarant owns fee simple title to a Lot, but excluding therefrom those having such interest as security for the perfonnance ofan obligation.

Section 47. “PLAT(S)” shall mean the Bella Colllna Plat recorded in Plat Book 51, Pages 31 through 49, inclusive; the Bella Collina East plat recorded in Plat Book 53, Pages 95 through 98, inclusive; and the Bella Collina West plat recorded in Plat Book 54, Pages 01 through 19, inclusive, all of the Public Records of the County. In the event an Additional Plat is recorded in the Public Records of the County, then the term “Plat” as used herein shall also mean the Additional Plats.

Section 48. “RULES AND REGULA TIONS” shall mean the use restrictions, rules, and regulations governing the use ofand activities on the Lots and the Association Property, as they may be amended from time to time. The initial Rules and Regulations as ofthe date hereofare set forth in Exhibit “F,” attached hereto and made a part hereof.

Section 49. “SJRWMD” shall mean the St. Johns River Water Management District, a public body existing under Chapter 373, Florida Statutes.

Section 50. “SPECIAL ASSESSMENT” shall mean the assessment set forth in Article VII, Section 3 hereof.Section 51. “SUPPLEMENTAL DECLARATION” shaJI mean any instrument executed by Declarant with respect to the Additional Property, if any (provided Declarant is the owner thereof), which, when recorded in the Public Records of the County, shall commit such property to the provisions of these CC&Rs, and shall be the only method of committing such property to the provisions of these CC&Rs. A Supplement Declaration may also add additional restrictions, declare certain properties to be or not to be Association Property, declare certain properties to be or not to be Club Property, or withdraw properties from the Committed Property and the provisions of these CC&Rs. The Association shall join in the execution of any Supplemental Declaration at the request of Declarant but such joinder shall not be required to make any such Supplemental Declaration effective, unless expressly provided herein. The Owners shall not be required to join in the execution of any Supplemental Declaration but shall

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nevertheless be bound thereby. Supplemental Declarations shall be numbered consecutively beginning with the Second Supplemental Declaration to the Second Amended and Restated Declaration of Covenants, Conditions and Restrictions for Bella Collina. These CC&Rs shall be considered the First Supplemental Declaration.

Section 52. “TURNOVER DATE” shall mean the date upon which “Class A Members” (as defined in Article V of the Articles), including Declarant, shall assume control of the Association and elect the Board, as more particularly described in Article V D.2 of the Articles.

Section 53. “UNWPROVED LOT” shall mean a Lot on which the construction of a Home has not been completed and for which no certificate of occupancy or equivalent therefor has been issued by the appropriate governmental agency.

Section 54. “UNIMPROVED LOT OWNER” shall mean the Owner of an Unimproved Lot.

Section 55. “UTILITY SYSTEMS” shall mean and refer to any and all property, real and otherwise, utilized to furnish potable water, nonpotable water, sanitary sewer, and reuse water, if so provided, to the Owners and residents of the Committed Property, in addition to the Association Property and common areas within the Committed Property. Utility Systems shall include all mechanical and electronic equipment and systems utilized to provide water and sewer services to the Committed Property, including but not limited to piping, lift stations, water treatment plants, sewer treatment plants and sprayfields, and reuse facilities; provided, however, Utility Systems shall not include any portion of any system to provide utilities that is located within the boundaries of an individual Lot, from the terminus of the meter(s) for the individual Lot. The Utility System shaU stop on each Lot at the exit flow from the meter(s) for such Lot.

ARTICLE ll 

DESCRIPTION OF BELLA COLLINASection1. GENERAL PLAN OF DEVELOPMENT. Bella Collina comprises the Committed Property encompassing, or which will encompass, Lots, Association Property, Club Property, publicly dedicated property, and property conveyed to the CDD, as more particularly defined by these CC&Rs and, in addition, lands whicJ1 Declarant may add, but shall in no way be obligated to add, by one or more Supplemental Declaration(s). The property initially declared in the Initial Declaration together with the Additional Property being added and subjected to these CC&Rs as set forth in this First Supplemental Declaration as the Committed Property is described in Exhibit “A” attached hereto (more particularly described as all of the lands subject to the Plats of Bella Collina East and Be11a Co1lina West). The Committed Property is planned to contain eight hundred one (801) Lots to contain Homes in accordance with these CC&Rs. However, Declarant has reserved the right to modify its plan of development of Bella Collina and to add ]and to Bella Collina, and, therefore, the number of Lots within Bella Collina may change. Dec1arant’s general plan of development further contemplates that Homes to be built on the Lots shall be whatever types of structures Declarant may designate which are in conformance with these CC&Rs. Declarant’s general plan of development of Bella Collina may also include

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whatever facilities and amenities Declarant considers in its sole judgment to be appropriate to Bella Collina.

Additional Property will become a part of Bdla Collina if, and only if, Declarant in its sole discretion adds Addi6onal Property to Bella Collina by recording a Supplemental Declaration to such effect. Declarant hereby reserves an easement for ingress and egress and for utilities and drainage over the Committed Property for the benefit of any Additional Property; provided, however, no such easement may be granted upon any portion of the Committed Property upon which a Home exists.

Declarant expressly reserves the right as to the Committed Property to (i) commence construction and development of the Committed Property if and when Declarant desires; (ii) develop the Committed Property upon such timetable as Declarant, in its sole discretion, chooses; and (iii) modify the plan of development of the Committed Property in such manner as it, in its sole discretion, chooses. Declarant reserves the right to replat such portions of the Committed Property necessary to accomplish the modification of the plan of development. Nothing contained herein shall be construed as obligating Declarant to construct Bella Collina according to the present plan of development nor as obligating Declarant to declare any Additional Property to be Committed Property.

Declarant intends that certain Homes constructed on the Committed Property may by action of Declarant (joined by the Owners thereof, if other than Declarant at the time of such action) be grouped together in Neighborhoods which will generally be administered by the Association, but in some instances may be administered by Neighborhood Associations. For example, and by way of illustration and not limitation, each condominium, townhome development, patio home development, and detached housing development may constitute a separate Neighborhood. Neighborhood Associations, if created, shall assess their members for their Neighborhood Expenses and shall also be responsible for collecting their share of Operating Expenses under these CC&Rs, unless the Association determines otherwise. When Neighborhoods are administered by the Association, the cost of managing a Neighborhood shall be home by the Owners in such Neighborhood as part of the Neighborhood Expenses.

When the context permits or requires. the term Neighborhood shall also refer to the “Neighborhood Committee” (a group of up to five people elected by the Owners in a Neighborhood without a formal association in such Neighborhood and established in accordance with the Bylaws) or Neighborhood Association having jurisdiction over the Committed Property v.rithin the applicable Neighborhood. It shall not be necessary for any Neighborhood to be governed by an additional owners association except in the case of a condominium or as otherwise required by law.

The Association is not a condominium association and therefore shall not be governed by the provisions of Chapter 718, Florida Statutes. These CC&Rs are not a declaration of condominium. No portion of the Committed Property is submitted by these CC&Rs to the condominium form of ownership. DecJarant does not currently intend that any portion of the Committed Property be submitted to the condominium form of ownership except property which may at some future time be legally described in a declaration of condominium specifically prepared in accordance with Chapter 718, Florida Statutes, executed by or with the consent of

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Declarant. Further, the expressed intent of these CC&Rs is that neither the substantive rights nor the procedural rights hereunder shall retroactively be affected by legislation subsequent to the date of the execution of these CC&Rs.

Section 2. ASSOCIATION PROPERTY. The Association Property shall consist of the property indicated on the Plat and Additional Plat, if any, as Association Property or as property reserved for or dedicated to the Association. The Association Property shall be used for all proper pu1poses by the Association and the Owners and their family members, guests, invitees and lessees in accordance with the Bella Collina Documents. Association Property may not be altered, modified, removed or replaced by Owners or their family members, guests, invitees or lessees.

The portions of Bella Collina described in this Section 2 shall constitute Association Property and shall be used solely in accordance with the covenants impressed upon the Association Property including without limitation as follows:

(1) Lakes. The “Lakes” are those portions of the Committed Property designated on the Plats as either Retention Tracts, Conservation Tracts, or Water and Wastewater Treatment Tracts and shall always be kept and maintained by the Association as areas for water retention, drainage, irrigation and water management purposes in compliance with all applicable governmental and SJRWMD requirements in accordance with those certain Drafoage Permits attached these CC&Rs as Exhibit ”D”. The Lakes shall be maintained and administered by the Association and owned by the Association, as Declarant in its sole discretion determines.

(2) Drainage System. The Drainage System within Bella Collina, including all tracts and easements included therein as shown on the Plat. or Additional Plat, if any, shall be ov·med by the Association. The Association shall be responsible for all maintenance, operation, repair and replacement of any portion of the Drainage System in accordance with SJRWMD permits. Maintenance of the Drainage System shall mean the exercise of practices which allow the Drainage System to provide drainage, water storage, conveyance and other surface water or stormwater management capabilities as permitted by the SJRWMD. Any repair or reconstruction of the Drainage System shall be as permitted or, if modified, as approved in writing by the SJRWMD. The SJRWMD shall have the right to enforce, by a proceeding at law or in equity, the provisions contained in these CC&Rs which relate to the maintenance, operation and repair of the Drainage System.

Declarant hereby reserves and grants an easement in favor of the Association throughout all portions of Bella Collina as may be necessary for the purpose of accessing, maintaining and administering the Drainage System, including but not limited to the Lakes, and no Owner shall do any act which may interfere with the performance by the Association of its obligations hereunder. The Association reserves the right to transfer the Drainage System and the Lakes and/or its responsibility to maintain and administer the Drainage System and the Lakes, together with any easements relating to the maintenance of the Drainage System and the Lakes, to another entity, in whole or in part, subject to obtaining prior written approva] of the SJRWMD and the Club Property Owner.

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SJRWMD shall have the right to take enforcement ac6on, inc]uding an action for an injunction and penalties against the Association to compel it to correct any outstanding problems with the Drainage System including, but not limited to, the maintenance, operation and repair of the surface water management system facilities or in mitigation or conservation areas under the responsibility or control of the Association.

THE CDD, DECLARANT AND THE ASSOCIATION SHALL NOT BE OBLIGATED TO PROVIDE SUPERVISORY PERSOl\1NEL, INCLUDING, BUT NOT LIMITED TO, LIFEGUARDS, FOR THE LAKES. ANY INDIVIDUAL USING THE LAKES SHALL DO SO AT HIS/HER OWN RISK AND HEREBY HOLDS THE CDD, DECLARANT AND THE ASSOCIATION HARMLESS FROM AND AGAINST ANY CLAIM OR LOSS ARISING FROM SUCH USE.

EACH BY THE ACCEPTANCE OF TITLE TO HIS/HER LOT, ACKNOWLEDGES THAT THE LAKES ARE DEEP AND ARE DANGEROUS.

(3) Streets, Drives, Roads and/or Roadways. The “Streets,” “Drives,” “Roads” and/or “Roadways” are those portions of the Committed Property designated on the Plat or Additional Plat, if any, as a street, drive, road, roadway, way, 1oop, or lane and which are reserved for use by or dedicated to the Association, but specifically excluding any street or roadway dedicated to the public on the Plat or Additional Plat, if any. The Streets, Drives, Roads and/or Roadways shall be used as private roads by Declarant, Club Property Owner, the Association and the Owners, their family members, guests, lessees and invitees in accordance with the provisions of these CC&Rs. The Streets, Drives, Roads and/or Roadways shall be maintained and administered by the Association until such time as they may be pub]icly dedicated. Notwithstanding the foregoing, each Owner shall be responsible for the maintenance, repair and replacement of the driveway serving his Lot, including that portion of the driveway in a Street, Drive, Road and/or Roadway, if any, unless the Association determines that driveway was damaged by the Association in the fulfillment of its obligations and duties under these CC&Rs. The Club Property Owner and all of Club Property Owner’s employees, contractors, guests and club members shall have an easement over the Street, Drives and Roads for ingress and egress to and from the Club Property and for the use of the Club Property.

(4) Open Space Areas. The “Open Space Areas” are those portions of the Committed Property designated on the Plat or Additional Plat, if any, as “Open Space Tracts” and are to be used, kept and maintained as such by Declarant, Club Property Owner, the Association, and the Owners within Bella Collina, their family members, guests, lessees and invitees, in accordance with the provisions of the Plat and these CC&Rs. The Open Space Areas, if conveyed to the Association, shall be owned by the Association and shall be administered and maintained by the Association in accordance with the requirements of the appropriate govenunenta] agencies.(5) Street Lights. The “Street Lights” and any associated facilities placed within the Committed Property are or shall be installed, repaired, replaced, relocated, maintained and owned by the public utility responsible therefor, or owned by the Association but in either case, the Association is responsible to pay all fees associated with such installation, repair, replacement and maintenance, and for the furnishing of electricity thereto. Nothing in these CC&Rs shall be construed to require Declarant to install Street Lights within Bella Collina.

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(6) Decorative Street Lights. Declarant reserves the right, but shall not be obligated, to install ..Decorative Street Lights” in or near the entranceway and gatehouse to Bella Collina The Decorative Street Lights shall be installed, repaired, replaced, relocated, maintained and owned by the Association.

(7) Gatehouse, Entranceway, and Entry Gates. Bella Collina may include a gatehouse and entry gates installed by Declarant or the Association. Such gatehouse, entranceway and/or entry gates shall be deemed Association Property and shall be maintained, repaired or replaced by the Association and the expense thereof shall be included as an Operating Expense. The gatehouse, if any, may or may not be staffed, in any manner as determined in the sole discretion of the Association. All other portions of the entranceway shall also be owned and maintained by the Association. NEITHER DECLARANT, CLUB PROPERTY OWNER, NOR THE ASSOCIATION MAKES ANY REPRESENTATIONS WHATSOEVER AS TO THE SECURITY OF THE PREMISES OR THE EFFECTIVENESS OF ANY ENTRY GATES. ALL OWNERS AGREE TO HOLD DECLARANT, CLUB PROPERTY OWNER, AND THE ASSOCIATION HARMLESS FROM ANY LOSS OR CLAIM ARISING WITHIN THE COMMITTED PROPERTY FROM THE OCCURRENCE OF A CRIME OR OTHER ACT. THE OWNERS ACKNOWLEDGE THAT THE ENTRY GATES ARE DESIGNED TO DETER CRIME, NOT PREVENT IT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NEITHER DECLARANT, CLUB PROPERTY OWNER, NOR THE ASSOCIATION MAKES ANY REPRESENTATIONS WHATSOEVER TO COMMENCE, COMPLETE, CONSTRUCT OR STAFF ANY GATEHOUSE OR ENTRY GATE WITHIN ANY SPECIFIC TIME PERIOD. NO SUCH GATEHOUSE, ENTRANCEWAY, ENTRY GATES OR OTHER TRAFFIC CONTROL SHALL UNREASONABLY INTERFERE WITH OR RESTRICT THOSE PERSONS ENTITLED TO ENTER INTO THE COMMlTTED PROPERTY TO UTILIZE THE CLUB PROPERTY OR THE EQUESTRIAN PROPERTY.

(8) Buffers. The “Buffers” are those portions of the Committed Property which run along the outer perimeter of the Committed Property or adjacent to certain Streets, Drives, Roads and/or Roadways, and are designated on the Plat or Additional Plat, if any, as open space tracts or as buffers. In order to preserve the aesthetic image of Bella Collina and to help maximize the Owners’ use and enjoyment thereof, no Improvements, landscaping or other additions are permitted within the Buffers without the prior written consent of the ACB (as hereinafter defined) and appropriate governmental agencies, excepting any Improvements, landscaping or other additions made or installed by Declarant such as, but not limited to, signs, walkways and light poles.(9) Right to Add Additional lmprovements. Such portions of the Association Property upon which Declarant has constructed, or hereafter constructs, Improvements shall be kept and maintained for use in a manner consistent with the nature of such lmprovernents located, or to be located, thereon. Declarant reserves the right, but shall not be obligated, to construct additional facilities upon the Association Property. The decision as to whether to construct additional facilities and the construction thereof shall be in the sole discretion of Declarant.

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(10) Association’s Right to Transfer Association Property and/or Maintenance Responsibilities For Same. The Association reserves the right to transfer the Association Property and/or any of its responsibilities to maintain and administer same to another entity, in whole or in part, whether public or private; provided, however, any assignment shall be subject to the easements and reservations of the Declarant and the Clμb Property Owner provided herein and shall not become effective unless and until approved in writing by both the Declarant and the Club Property Owner.

Section 3. CLUB AT BELLA COLLINA. ALTHOUGH THE CLUB IS WITHIN THE COMMITTED PROPERTY, NEITHER THE CLUB J>ROJ>ERTY OWNER, THE CLUB PROPERTY, NOR THE CLUB JS GOVERNED BY THE ASSOCIATION.

A. Improvement of Club at Bella Collina. Declarant anticipates, but does not commit, that the Club at Bella Collina will be improved for the operation of a golf club and clubhouse on that portion of the Committed Property described on the Bella Collina West plat.

B. Mandatory Membership. In the event the Club is developed within the Committed Property, all Owners (excluding the Declarant, Builders, the Association and the Club) who are approved for membership must acquire and maintain in good standing at least a social “Sports Membership” in the Club for each Lot owned. Notwithstanding any provision to the contrary herein, an Owner of more than one Lot in Bella Collina, who combines the Lots in a manner acceptable to the Club and Association in the manner provided in this paragraph, so that only one residence may be built thereon, will be required to maintain only one Membership for the combined Lots and may resign the additional Memberships. If the Owner of more than one Lot enters into an agreement to combine Lots that is acceptable to the Club and the Association, the Owner will not be required to acquire and maintain more than one Membership provided the Owner complies with the agreement. The obligation of the Member to pay Club Charges for the resigned Memberships will cease upon resignation of the Memberships after the combination of Lots in accordance with this paragraph.

C. Membership Plan Documents. Membership in the Club is subject to the terms and conditions of the Club Membership Plan, the Rules and Regulations and the Membership Agreements, as the same may be amended from time to time (the “Membership Plan Documents”). In the event the Club is converted from a non-equity club to a member-owned equity club in accordance with the Membership Plan Documents, the Membership Plan Documents shall also include the Club Equity Membership Plan, the Bylaws, the Certificate of Incorporation and the Membership Purchase Agreements. At such time as the Club is converted to an equity club, each member of the Club will be required to convert to the corresponding equity membership in the Club in accordance with the Membership Plan Documents, and shall be required to pay an equity contribution to the Club as determined under the Membership Plan Documents. Any required payment of an equity contribution shall be considered a Club Charge (as defined below).

D. Club Charnes. Membership in the Club requires the payment of a membership purchase price called a membership deposit and membership dues, fees and other amounts (the “Club Charges”). Club Charges shall be determined by the Club and are subject to change as contemplated by the Membership Plan Documents. Club Charges owed by Owners to the Club

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which become delinquent under the terms and conditions set forth in the Membership Plan Documents (“Delinquent Club Charges”) are deemed to constitute Special Assessments of the Association, for which the Association shall have a lien against each Lot for all unpaid Special Assessments in accordance with the lien and foreclosure provisions set forth in Article VI. If the Club provides notice to the Association that an Owner owes Delinquent Club Charges, the Association shall have the right and obligation to collect Delinquent Club Charges from Owners and to enforce its lien for Special Assessments, through and including foreclosure of the lien. In the event that the Association does not enforce its rights hereunder with respect to a Special Assessment resulting from delinquent Club Charges, the Association hereby consents and authorizes the Club to enforce the Hen and foreclosure provisions of Article VI. All Delinquent Club Charges collected by the Association from Owners are the property of the Club and shall be immediately paid to the Club. Transfer of a Club membership shalI be in accordance with the Membership Plan Documents.

THE ASSOCIATION HAS A LIEN AGAINST EACH LOT FOR DELINQUENT CLUB CHARGES.

E. Club Property. The Club Property is privately owned and operated by the Club Property Owner and is not a part ofthe Association Property. The Club has the exclusive right to determine from time to time, in its sole discretion and without notice or approval of any change, bow and by whom the CJub Property shall be used. By way of example, but not limitation, the Club has the right to approve users and detetnline eligibility for use, to reserve use rights for future purchasers ofLots or Homes within Bella Collina, to modify the Membership Plan Documents, to reserve memberships, to sell, lease or otherwise dispose ofthe Club Property in any manner whatsoever and to any person whomsoever, to add, issue or modify any type, category or class of membership, to recall any membership at any time for any or no reason whatsoever, to convert the Club into a memberwowned club, to make any other changes in the tenns and conditions of membership or in the faciHties available for use by members and to require the payment of a purchase price, initiation fee, membership deposit, dues and other charges for use privileges. ACQUISITION OF A MEMBERSHlP IN THE CLUB IS MANDATORY. OWNERSHIP OF A LOT OR ANY PORTION OF THE PROPERTY OR MEMBERSHIP IN THE ASSOCIATION DOES NOT GIVE ANY VESTED RIGHT OR EASEMENT, PRESCRIPTIVE OR OTHERWISE, TO USE THE CLUB PROPERTY AND DOES NOT GRANT ANY OWNERSHIP OR MEMBERSHIP INTEREST IN THE CLUB OR THE CLUB PROPERTY.

F. Acknowledgements Club Property. Each Owner, by acceptance of a deed or recorded contract of sale to a Lot acknowledges:

1. That privileges to use the Club Property shall be subject to the terms and conditions of the Membership Plan Documents.

2. Notwithstanding the fact that the Club Property may be considered open space or a recreation area for purposes of applicable zoning ordinances and regulations, each Owner by acquisition of title to a Lot releases and discharges forever the Declarant, the Club Property Owner, the Club, their affiliates, successors and assigns and their respective members, partners, shareholders, officers, directors, employees and agents from: (1) any claim that the

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Club Property is, or must be, owned and/or operated by the Association or the Owners, and/or (2) any claim that the Ovmcrs are entitled to use the Club Property by virtue of their ownership of a Lot without acquiring a membership in the Club, paying the applicable membership contribution or membership deposit and dues, fees and charges established by the Club from time to time, and complying with the terms and conditions of the Membership Plan Documents for the Club.

3. Each Owner and the Association shall jointly and severally indemnify, defend, and hold harmless the Declarant, the Club Property Owner, the Club, their affiliates, successors and assigns and their respective members, partners, shareholders, officers, directors, employees and agents, against and in respect of, and to reimburse the Declarant, the Club Property Owner, the Club, their affiliates, successors and assigns and their respective members, partners, shareholders, officers, directors, employees and agents, on demand for, any and all drums, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including, but not limited to, interest, penalties, attorney and paralegal fees and disbursements (even incident to any appeals), that the Declarant, the Club Property Owner, the Club, their affiliates, successors and assigns and their respective members, partners, shareholders, officers, directors, employees and agents, shall incur or suffer, which arise out of, result from or relate to any claim that because the Club Property is deemed to be open space or a recreation area for purposes of applicable zoning ordinances and regulations, the Club Property must be owned and/or operated by the Association or the Owners and/or that Owners may use the Club Property without acquiring a membership in the Club pursuant to the Club’s Membership Plan Documents and paying the membership contribution or membership deposit, and dues, fees and charges established by the Club from time to time;

4. That any entry upon the Club Property without permission of the Club may be deemed a trespass and each Owner shall refrain from, and shall cause all occupants of such Owner’s Lot, their guests and invitees to refrain from any unauthorized entry upon the Club Property;

5. That the Club may, but is not obligated to, assign to the Association the right to collect any or all Club Charges on behalf of the Club. In such case, the Association will collect al1 Club Charges for a particular calendar month and remit same to the Club, together with a statement of accounts receivable itemized in reasonable detail and in such format as may be reasonably acceptable to the Club and the Association, setting forth the status of payment of each Club member, within ten (10) days following the end of the applicable calendar month. The Club shall have the right, at the Club’s expense, upon reasonable notice to the Association to audit the Association’s books and records relating to the collection of and remittance of the Club Charges. The Association shall, on behalf of the Club, take such actions to collect unpaid Club Charges as the Association customarily takes with respect to other delinquent Assessments or other amounts owned to the Association by Owners pursuant to the terms hereof and sha11 be reimbursed by the Club for all costs incurred by the Association for such action, within thirty (30) days of the Association’s written request to the Club for such reimbursement;

6. That the proximity of Lots and Association Property to the Club Property results in certain foreseeable risks, including the risk of damage or injury from errant golf balls, or recovery thereof and that each Owner’s use and enjoyment of his or her Lot and the

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Association Property may be limited as a result and that neither the Association, Declarant, the Club Property Owner, nor the Club shall have any obligation to take steps to remove or alleviate such risks, nor shall they have any liability to any Owner or occupant of any Lot, their guests or invitees, for damage or injury resulting from errant golf balls being hit upon any Lot or Association Property or recovery thereof;

7. That the Club and its designees may add to, remove or otherwise modify the landscaping, trees, and other features of the Club Property, including changing the location, configuration, size and elevation of bunkers, fairways and greens and constructing fences, and that neither the Club, Declarant, the Club Property Owner, nor the Association, shall have any liability to Owner as a result of such modifications to the Club Property,

8. That there are no express or implied easements over the Club Property for view purposes and no guaranty or representation is made by Declarant or any other Person that any view over and across the Club Property will be preserved without impairment, and that neither the Club, Club Property Owner, Declarant nor the Association shall have any obligation to prune or thin trees or other landscaping to preserve views over the Club Property;

9. That no representations or warranties which are inconsistent with this Section, either oral or written, have been made or are made by Declarant or the Association or by any person acting on behalf of any of the foregoing;

10. That the Club Property Owner may own one or more lakes, water retention ponds or other water features on the Committed Property. Notwithstanding the ownership of such lakes or water retention ponds, the Club may use any and all lakes, water retention ponds or other water features on the Committed Property for the purpose of irrigating and maintaining the Club Property with the result that the water level in such lakes, water retention ponds or other water features may from time to time vary. Each Owner of a Lot in the Committed Property acknowledges such right on the part of the Club and agrees not to commence any cause of action or other proceeding involving the Club based on the exercise of such right or otherwise interfere therewith; and

11. In the event there are insufficient water levels to provide the necessary irrigation needs of the Club Property and all other areas of the Committed Property, subject to applicable governmental permits and requirements, the Club Property shall have first priority of irrigation, fol1owed by the Association Property, any other area of common responsibility, and any exclusive common area within a Neighborhood.

G. Rights of Access and Parking. The Club Property Owner and members of the Club (regardless of whether such persons are Owners hereunder), their guests and invitees and the employees, agents, contractors and designees of the Club Property Owner shall at all times have a right and a non-exclusive easement of access and use overall roadways located within the Committed Property reasonably necessary to travel to and from the entrance of the Committed Property from and to the Club Property, respectively and further over those portions of the CommHted Property (whether Association Property or otherwise) reasonably necessary for the use operation, maintenance, repair and replacement of the Club Property. Without limiting the generality of the foregoing, members of the Club and permitted members of the public shall have

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the right to use the pedestrian and golf cart paths located throughout the Committed Property and to park their vehicles on the roadways located within the Committed Property at reasonable times before, during and after tournaments and various other functions held at the Club Property. 

H. Utility and Services Easements. Declarant hereby grants the following perpetual, alienable, and transferable non-exclusive easement over and across the Committed Property for the benefit of the Club Property Owner: all of the Committed Property shall be subject to an easement or easements to provide for: (a) installation, service, repair and maintenance of the equipment and lines required to provide utility services to the Club Property, including, but not limited to, power, lights, telephone, cable television, gas, water, sewer and drainage, (b) governmental services, including, but not limited to, police, fire, health, sanitation and other public service personnel, including reasonable rights of access for persons and equipment necessary for such purposes for the benefit of the appropriate utility companies, agencies, franchises or governmental agencies, and (c) installation, service, repair and maintenance of the Club Property and the facilities constructed or to be constructed thereon. 

I. Drainage and Inigation Easement. Declarant hereby grants the following perpetual, alienable, and transferable non-exclusive easement over and across the Committed Property for the benefit of the Club Property Owner: an easement for drainage, flowage and irrigation over, under and upon the Committed Property, including each of the Lots, in favor of the Club Property Owner, including, but not limited to, reasonable rights of access for persons and equipment to construct, install, maintain, alter, inspect, remove, relocate and repair the water Drainage System, flowage pipes and irrigation pipes. There is hereby further reserved for the benefit of Club Property Owner, and its agents, employees, successors, and assigns, a perpetual non-exclusive easement over, across and on the rights-of-way of all streets, roads and all unimproved portions of the Association Property and al1 areas of the Drainage System for access to construct, install, inspect, operate, maintain, repair or replace the Drainage System. By this easement, the Club Property Owner shall have the right to enter upon any portion of any portion of the Committed Property, including any Lot. which is a part of the Drainage System, at a reasonable time and in a reasonable manner, to operate, maintain or repair the Drainage System as required by the SJRWMD permit. Provided, however, no1withstanding anything herein to the contrary, Club Property Owner shall only exercise its right to enter onto a Lot pursuant to this paragraph if Club Property Owner has been assigned the responsibility to maintain the Drainage System, and shall exercise any of such rights in a manner that does not disturb any Home constructed on the Lot or materially interfere with an Owner’s ability to construct a Home on the Lot. Additionally, the Club Property Owner shall have a perpetual non-exclusive easement for drainage, stormwater collection, retention and detention over, upon and within the entire Drainage System and all other drainage easements shown on each plat or otherwise reserved, declared or created pursuant to these CC&Rs. No person shall alter the drainage flow of the Drainage System, including buffer areas or swales, without the prior written approval of the SJRWMD.J. Easement to Enter Upon Lots. Declarant hereby grants the following perpetual, alienable, and transferable non-exclusive easement over and across the Committed Property for the benefit of the Club Owner: an easement or easements for ingress and egress in favor of the Club Property Owner, to enter upon the Lots for the purposes of maintenance and/or repair of the Club Property. Provided, however, Club Property Owner shall exercise its rights pursuant to this

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paragraph in a manner that does not disturb any Home constructed on the Lot or materially interfere with an Owner’s use or enjoyment of their Lot. 

K. Assumption of Risk and Indemnification. Each Owner by its purchase of a Lot expressly assumes the risks associated with the Club Property (regardless of whether the Owner is using the Club Property) and agrees that neither Declarant, the Club Property Owner, the Club, the Association nor any of their affiliates, successors and assigns or their respective members (in the case of limited liability company only), partners, shareholders, officers, directors, employees and agents nor any other entity designing, constructing, owning or managing the Club Property or planning or constructing the Owner’s Lot or Home shall be liable to Owner or any other person claiming any loss or damage, including, without limitation, indirect, special or consequential loss or damage arising from personal injury, destruction of property, loss of view, noise pollution or other visual or audible offenses or trespass or any other alleged wrong or entitlement to remedy based upon, due to, arising .from or otherwise related to the proximity of the Owner’s Lot or Association Property to the Club Property, including without limitation, any claim arising, in whole or in part, from the negligence of Declarant or any other entity designing, constructing, owning or managing the Club Property or pJanning or constructing the Owner’s Lot or Home. Each Owner hereby agrees to indemnify and hold harmless Declarant, the Club Property Owner, the Club, the Association, their affiliates, successors and assigns or their respective members (in the case of limited liability company only). partners, shareholders, officers, directors, employees and agents and any other entity owning or managing the Club Property against any and all claims by Owner’s guests and invitees. 

L. Landscape Easement. By recordation of these CC&Rs, Declarant does hereby reserve for itself and the Club Property Owner and the members of the Club, a perpetual, alienable and transferable easement over, across and upon each and every Lot which abuts or is contiguous to the Club Property for the purpose of operation and maintenance of the Club Property, including but not limited to, the installation of recreational and other facilities on the Club Property and the use of usual and common equipment for irrigation, maintenance and landscaping thereof, which easement shall specifically constitute a part of the Club Property. By way of example and not limitation, such easement shall permit, but shall not require, entry into any Lot for the purpose of planting grass, applying fertilizer, mowing and edging and removing any underbrush, trash, debris and trees. 
M. Golf Play Easement. By recordation of these CC&Rs, Declarant does hereby reserve for itself and the Club Property Owner and the members and guests of the Club, a perpetual alienable and transferable easement over, across and upon each and every Lot which abuts or is contiguous to the Club Property for the purpose of doing every act necessary and appropriate to the use and enjoyment of the golf course, if any, located on the Club Property and playing of golf on the Club Property (“Golf Course Easements”), which shall include, but not be limited to, the recovery of golf balls from any Lot, the flight of golf balls over and upon any Lot, the usual and common noise level created by the playing of golf and the usual and common activities associated with the operation and maintenance of the Club Property. Nothing herein however, shall be deemed to permit the playing of golf on any Lot, it being the intention of this easement that golf play should be limited to the Club Property.

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1 . The existence of the Golf Course Easements shall relieve golfers of personal liability for damage caused by errant golf balls. Under no circumstances shall any of the following persons be held liable for any damage or injury resulting from errant golf balls or the exercise of this easement: Declarant; the Association or its Members (in their capacity as such); the successors-in-title to any golf courses; any developer or contractor (in their capacities as such); any successor or assigns to any of the foregoing; or any officer, owner, director, agent or partner of any of the foregoing, or any officer, owner, or director of any partner. 

2 . The Club Property Owner or the owner of any other golf course located on the Committed Property, including their respective agents, successors and assigns, shall at all times have a perpetual, non-exclusive easement of access and use over and across those portions of the Committed Property and the Lots reasonably adjacent to the golf course as is reasonably necessary to the use, operation, maintenance, repair and replacement of such golf course. 

3. The owners of any golf course on or adjacent to the Committed Property, including the Club Property Owner and the owner of any other golf course located on the Committed Property, and their respective successors and assigns, shall have a perpetual, exclusive easement of access over the Committed Property for the purpose of retrieving golf balls from bodies of water, other than pools, lying reasonably within range of golf balls hit from such golf course property. All golf balls within such bodies of water not immediately retrieved by the owner of such golf balls shall be the property of the golf course property owner. 

N. The Club’s Approval Rights. The Club Property Owner shall have the right to disapprove actions of the Board and any committees which in its reasonable judgment materially and adversely affects the use of the Club, the Club Property or the rights or obligations of the Club Property, the Club Property Owner or the Club under these CC&Rs. This right may be exercised by the Club at any time within ten (10) days after the Club’s receipt of the notice of such proposed action. In the event that the Club Property Owner disapproves of any action of the Association, Board or any committee, the Association, Board or committee, as applicable, shall immediately cease and desist from taking any further action to move forward with or implement, the disapproval action. 

This Section 3 may not be amended without the written consent of the Club Property Owner. 

Section4. EQUESTRIAN PROPERTY.  THE EQUESTRIAN PROPERTY IS NOT ASSOCIATION PROPERTY, IS NOT ASSOCIATION PROPERTY, NOR IS IT GOVERNED BY THE ASSOCIATION. 

Declarant anticipates, but does not commit, that the Equestrian Property will be improved as and used for (a) stables, arenas, pastures and other purposes customarily associated with equestrian facility operations, (b) commercial activities incidental to or customarily associated with equestrian facility operations, including food and beverage services, and the recreation and entertainment of equestrian facility members and guests, (c) amateur and professional equestrian tournaments, and (d) such concessions and other commercial activities as are incidental to or customarily associated with such equestrian facilities and tournaments. Declarant, for itself and its licensees, agents, invitees, successors and assigns, specifically reserves an easement upon and the right, privilege and license of using, without charge, any or all of the Association Property

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located solely within the Committed Property, including, without limitation, any common streets, parking lots, horse trails, sidewalks, walkways and Lakes (for pasture irrigation purposes) in the Committed Property, in connection with and in support of the equestrian facility operations and activities, including, without limitation, any amateur or professional equestrian tournaments on the Equestrian Property, and including specifically, without limitation, the right, privilege, license and easement to limit, control, restrict or permit, by ticket, pass or otherwise, ingress or egress to and from the Equestrian Property by, through, over and upon any and all of the Association Property. The owner and/or operator of the Equestrian Property may locate and erect thereon from time to time buildings, structures, landscaping and other improvements without the requirement of approval by the Association or the ACB. The owner of the Equestrian Property shall not be a Member of the Association. The Owner of the Equestrian Property shall be responsible for operation, maintenance and repair of all of the Equestrian Property and all improvements from time to time located thereon. Nothing contained in these CC&Rs is intended to or shall make the Equestrian Property subject to the ownership, operation or control of the Association. 

The Equestrian Property is initially included within the Club Property. The owner of the Equestrian Property may, subject to the approval of Association, convey portions of the Equestrian Property to the Association. 

Section 5. LAKE LOTS. Notwithstanding anything contained herein to the contrary, and subject to the rights and obligations of the Association to maintain the Lakes as aforesaid for water retention, drainage, irrigation and water management purposes for all of Bella Collina and the right of the Association to adopt rules from time to time with respect to the use of the Lakes for such purposes, the Lakes shall be reserved for the private use and enjoyment of all Owners, their family members, guests, invitees and tenants, but only in accordance with these CC&Rs.

 Certain Lake Lots will be approved in writing by the Association from time to time, in the Association’s sole and absolute discretion and in comp]iance with all applicable permits, laws, rules and regulations, for the construction of a dock facility that will either be for the sole use of the Owner or for shared use with an Owner of an adjacent Lot. The construction, use and maintenance of such dock facilities shall at all times be in accordance with rules, regulations, terms and conditions that are established by the Association from time to time which shall include, but not be limited to, provisions setting forth Owners’ rights and responsibilities relative to access, use, maintenance and repair. The Association hereby reserves the right to temporarily or permanently suspend the use of any dock facilities in the event that the foregoing requirements are not complied with. Notwithstanding anything provided herein to the contrary, the Dec]arant shall not be required to obtain the Association’s approval to construct boat dock facilities; provided, however, that if the Dec]arant constructs any boat dock facilities to be shared by adjacent Owners, the Declarant, prior to conveying such facilities to the Owners, shall require the adjacent Owners to execute a separate written instrument between the adjacent Owners setting forth the terms of the use and maintenance of the shared dock facility, in such from that may be required by the Association. 

Fishing in the Lakes shall be permitted; however, notwithstanding anything contained herein to the contrary, an Owner shall only access Pine Lake or Lake Apopka from boat ramps that are made available for such use as Association Property. Any Owner whose Lot is a Lake

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Lot (“Lake Lot Owner”) shall also be entitled to access Pine Lake and Lake Apopka from any dock or shared dock facility which such Owner has the express right to utilize under a separate instrument setting forth the terms of use of such dock or shared dock facility. If an Owner is not a Lake Lot Owner, or if a Lake Lot Owner wishes to access a Lake other than that which an Owner’s Lot is adjacent to or another area of the same Lake, access to the Lake shall be exclusively from boat ramps that are made available for such use as Association Property. In addition, no Owner shall be permitted access to or to fish in any Lake Bank Zone (defined below) which immediately abuts a Lake Lot owned by another Owner. 

No planting, fencing or other Improvements or additions to the conservation easement areas surrounding the Lakes and outside the Lot is permitted. No installation of sand or other materials intended to simulate a beach shall be permitted along the Lake banks or within the conservation easement areas, Lake Bank Zones or rear yards of Lake Lots. Swimming in the Lakes is prohibited. Watercraft and trailers shall not be stored on the Lake banks or within the conservation easement areas or Lake Bank Zones. Lake Lot Owners who have been permitted to construct boat docks in accordance with the conservation easements may maintain their boat overnight at such boat dock provided that such Owner has installed and utilizes a boat lift that raises the boat fully and completely out of the water. No removal or damage to littoral or wetland plantings is permitted. 

An imaginary line will be extended from the side property lines at the back of each Lake Lot down to the water’s edge. The area encompassed between the rear property line and the water’s edge between these imaginary lines shall be defined as the “Lake Bank Zone” as to each Lake Lot. Unless the Association or a Neighborhood Association expressly assumes responsibility for maintaining the landscaping on the Lake Lot, the Lake Lot Owner of each Lake Lot shall maintain and care for the landscaping located within his/her Lake Bank Zone. Irrigation of the Lake Bank Zone, including, by way of example and not limitation, the landscaping and littoral plantings located therein will be the responsibility of the Lake Lot Owner. Notwithstanding anything herein to the contrary, the Association shall be responsible for the maintenance of any portion of the Lake Bank Zone located within the conservation easements to the water’s edge. The Association shall also be responsible for the maintenance, repair and replacement of the littoral plantings beyond the water’s edge in all Lakes. The Association shall further be responsible for ensuring that all maintenance, repair, and replacement activities by Owners and the Association are consistent with the Pine Island Shoreline Management Plan dated February, 2004 prepared by EarthBalance, as such plan may be amended from time to time. 

Section 6. COSTS. All costs associated with operating, maintmning. repairing and replacing the Association Property shall be the obligation of the Association unless such repair or replacement is necessitated by the acts or negligence of an Owner who in such event shall be responsible for same. The Association Property shall be conveyed to the Association in accordance with the provisions of Article III, Section 6 hereof. Section 7. PRIVATE USE. For the tenn of these CC&Rs, the Association Property is not for the use and enjoyment of the public, but is expressly reserved for the private use and enjoyment of Declarant, Club Property Owner, the Association, and the Owners, and their family members, guests, invitees and lessees, but only in accordance with these CC&Rs.

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A. Notwithstanding anything in these CC&Rs to the contrary, however, Declarant hereby expressly reserves the right to use the Association Property for such period of time as Declarant determines to be necessary in connection with the sale and marketing by Declarant of Lots and Homes in Bella Collina and in any other communities developed or to be developed by Declarant or its affiliates, including, but not limited to, the holding of sales and marketing meetings and engaging in sales promotions and related sales and marketing activities. 

B. Except to the extent herein provided, the Association Property shall be for the sole and exclusive use of the Owners and residents of Bella Collina and their family members, guests, invitees and lessees. 

C. The administration, management, operation and maintenance of the Association Property shall be the responsibility of the Association, as provided herein and in the Bella Collina Documents. 

D. The right to use the Association Property shall be subject to the rules and regulations established by the Association from time to time.

Section 8. MODELS. Declarant hereby reserves the right for Declarant, its affiliates and Declarant’s designees, including Featured Builders, to construct and/or operate “model(s)” in Bella Collina. The “model(s)” may also be used for other communities being developed by Declarant, as Declarant or any of Declarant’s affiliates may so determine, in their sole discretion. The .. model(s)” may also contain parking. landscaping and fencing across Streets, Drives, Roads and/or Roadways as Declarant may determine in its sole discretion. In the event that Declarant, Featured Builders or any of Declarant’s affiliates constructs “model(s)” in the Committed Property, such “model(s)” may be used for such period of time that Declarant, Featured Builders or any of Declarant’s affiliates determines to be necessary. By an Owner’s acceptance of a deed for a Lot in Bella Collina, each Owner agrees and acknowledges that: (i) Declarant, Featured Builders and any of Declarant’s affiliates have a right to construct or operate ”model(s)”; (ii) Declarant, Featured Builders and any of Declarant’s affiliates have an easement over the Committed Property, including any Association Property, for ingress and egress to and from the “model(s)” and to use and show the models to prospective purchasers in the Committed Property or other communities being developed by Declarant and/or any of Declarant’s affiliates, as long as such “model(s)” exist; and (iii) such Owner shall not interfere in any manner whatsoever in the sales process by Declarant, any of Declarant’s affiliates or Featured BuiJders, including the carrying of signs or other types of demonstrations in the Committed Property or any public right-of-way adjacent to the Committed Property. Each Owner acknowledges that any such activities interfere with the quiet enjoyment of the Committed Property by the other Owners, are detrimental to the value of the Homes and the Club Property, and interfere with the Declarant’s ability to conduct its business; and hereby releases, waives and bolds Declarant hann1ess from any claims or causes of action for damages resulting from same. 
Section 9.  COMMUNITY  DEVELOPMENT  DISTRICT.  EACH  OWNER ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT THE CDD, A COMMUNITY DEVELOPMENT DISTRICT, AS SUCH DISTRICT IS DEFINED IN SECTION 190, FLORIDA STATUTES, HAS BEEN ESTABLISHED, AND THAT SUCH DISTRICT MAY INCLUDE ALL OR A PORTION OF BELLA COLLINA, AND MAY ALSO INCLUDE

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PROPERTY IN ADDlTION TO BELLA COLLINA. The CDD provides certain urban infrastructure facilities and services and has the authority to levy and collect fees, rates, charges, taxes and assessments to pay for, finance and provide said services. The CDD is empowered to plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate, and maintain systems and facilities for the following basic infrastructures which may include without limitation: ( 1) water management and control Jands within the CDD and the connection of some or any of such facilities with roads and bridges, including the Drainage Systems; (2) roads, bridges and tunnels; (3) potable water distribution; (4) sewage collection; (5) Utility Systems; and (6) waste water management. The CDD may also be empowered to provide and maintain parks and facilities for indoor and outdoor recreational, cultural and educational uses; fire prevention and control, school buildings and related structures; limited access assurance services; mosquito control services; and waste collection and disposal. 

THE CDD WILL IMPOSE TAXES OR ASSESSMENTS, OR BOTH TAXES AND ASSESSMENTS, ON BELLA COLLINA THROUGH A SPECIAL TAXING DISTRICT. THESE TAXES AND ASSESSMENTS PAY THE CONSTRUCTION, OPERATION AND MAINTENANCE COSTS OF CERTAIN PUBLIC FACILITIES OF THE CDD AND ARE SET ANNUALLY BY THE GOVERNING BOARD OF THE CDD. THESE TAXES AND ASSESSMENTS ARE IN ADDITION TO COUNTY AND ALL OTHER TAXES AND ASSESSMENTS PROVIDED FOR BY LAW. These fees, rates, charges, taxes and assessments may appear on the annual real estate bill for each Owner as a separate and distinct tax. The annual real estate tax bill for each Owner may increase because of the creation of the CDD. All taxes of the CDD shall constitute a lien upon those portions of Bella Collina owned by any Owner. The CDD shall have the power to issue general obligation bonds, revenue bonds, refunding bonds and any other type of bond permitted by Chapter 190, Florida Statutes. The repayment of the bonds shall be funded through the imposition of ad valorem taxes on all the taxable property within the CDD or by the imposition of rates, fees, special assessments, or other charges. The CDD is empowered to pledge the full faith and credit of the CDD for the purpose of securing the repayment of the bonds. In addition, the CDD may secure reserve bonds by pledging the rates, fees or charges collected or to be collected by any revenue producing project. Bonds may be issued for the purpose of financing or refinancing capital improvements to pay off existing bonds or any other permitted use. Any such tax levied against the Association as the owner of any portions of the Association Property shall be an Operating Expense. The functions, duties and powers of the CDD shall be managed and exercised by a board of supervisors who shall be appointed and operate in accordance with applicable laws. 

The Association and each Owner agrees, by acceptance of a deed or other instrument conveying title to any portion of the Committed Property, for itself, its successors or assigns and grantees, to pay any and all fees, rates, charges, taxes and assessments imposed by the CDD and to abide by its applicable regulations, as they may be amended from time to time. Declarant shall have the right to enforce these provisions by an action for specific performance. 

If Declarant determines that it is in the best interests of Bella Collina for any of the CDD property to become Association Property, and Declarant, the Association and the CDD determine that such property should be conveyed to the Association to effectuate such determination, then the CDD shall convey to the Association fee simple title to those portions of the Association Property which are to become Association Property.

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Declarant shall have the right in its sole discretion to convey property owned by Declarant to the CDD with the joinder of no other person or entity being required, subject to the approval of the CDD and any applicable governmental requirements. 

Section 10. CLUB PROPERTY O\VNER’S RIGHT TO IMPROVE ASSOCIATION PROPERTY. Declarant hereby expressly reserves for itself and for the Club Property Owner, the right to construct improvements upon the Association Property and to upgrade the improvements constructed on the Association Property. For purposes of this paragraph, “upgrades” shall include, without limitation, the installation of additional landscaping and plantings, the installation and replacement of Improvements, and the replacement of building materials with materials deemed superior by Declarant or Club Property Owner, in their sole discretion, such as the replacement of asphalt surfaces with decorative brick surfaces. All installations made pursuant to this paragraph shall become Association Property upon completion. Any and all initial construction and upgrade costs shall be the sole responsibility of the Declarant or the Club Property Owner, as applicable, and any and all future maintenance or replacement costs shall be the responsibility of the Association. All installations made pursuant to this paragraph shall be maintained by Association in accordance with the Community-Wide Standard in which the installations are located, which shall be established for such installations at the time that the installations are conveyed to the Association or otherwise deemed to be Association Property. 
Section 11. NO CHARGE FOR USE OF EASEMENTS. Declarant, Club Property Owner, their guests and invitees and the employees, agents, contractors and designees of the Club Property Owner shall have the right to utilize the easements granted to each of them under this Article and these CC&Rs without cost or In furtherance thereof, Association is expressly prohibited from attempting to collect any Assessments or other charges relating to these easements from Declarant, Club Property Owner or any person or entity granted easement rights hereunder (other than Owners).

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ARTICLE lll 

ADDITIONS TO AND WITHDRAWALS FROM THE COMMITTED PROPERTY; CONVEYANCE OF ASSOCIATION PROPERTY 

Section 1.  ADDITIONS.  Declarant may from time to time, in its sole discretion, by recording appropriate Supplemental Declaration(s) in the Public Records of the County, add any Additional Property or any other real property to the Committed Property governed by these CC&Rs, and may declare all or part of such Additional Property or other property (including any Improvements thereon) to be Lots, Club Property, Equestrian Property, property of the CDD, or Association Property. Upon the recording of a Supplemental Declaration, the property described therein shall be deemed part of the Committed Property as if it were originally included therein and subject to these CC&Rs. Any such Supplemental Declaration may submit any Additional Property or any other real property to such modifications of the covenants and restrictions contained in these CC&Rs as may be necessary or convenient to reflect or adapt to any changes in circumstances or differences in the character of any such Additional Property or other property. Nothing contained in this Section 1 shall be construed to require the joinder by or entitle a right to consent by Owners or the Association to any such Supplemental Declaration; provided, however, the Association shall join in the execution of any such Supplemental Declaration at the request of Declarant. 

Section 2. DESIGNATION OF ADDITIONAL ASSOCIATION PROPERTY AND CLUB PROPERTY. The Declarant may, from time to time, by recording Supplemental Declarations in the County, designate additional portions of the then existing Committed Property owned by it to be Association Property or Club Property. 

Section 3. DISCLAIMER OF IMPLICATION. Only the real property described in Exhibit “A” hereto is submitted and declared as the Committed Property subject to these CC&Rs. Unless and until a Supplemental Declaration is recorded in the fashion required pursuant to these CC&Rs, no other property (including any Additional Property) shall in any way be deemed to constitute a portion of the Committed Property or be affected by the covenants and restrictions expressly binding the Committed Property as provided by the terms of these CC&Rs. 

Section 4. ABSENCE OF OBLIGATION. Nothing in these CC&Rs shall be construed to require the Declarant to add any Additional Property to the Committed Property encumbered by these CC&Rs or to require it to declare any portion of any properties added to the Committed Property to be Association Property, nor shall anything in these CC&Rs be construed to require the Declarant to declare any portion or portions of the existing Committed Property as Association Property, except to the extent herein specifically provided. 
Section 5. WITHDRAWAL. Notwithstanding anything herein to the contrary, Declarant reserves the absolute right at any time to withdraw portions of the Committed Property from the provisions of these CC&R.s by recording an appropriate Supplemental Declaration in the County. Any such Supplemental Declaration must be executed by the Declarant the Owner of each Lot located on the portion of the Committed Property sought to be withdrawn (if any) and each holder of an Institutional Mortgage on a Lot located on the portion of the Committed Property sought to be withdrawn (if any), in order to be effective. Nothing contained in this Section shall

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be construed to require the joinder or consent by Owners of Lots upon the portion of the Committed Property which is not withdrawn by such Supplemental Declaration, such Owners’ Institutional Mortgagees, or the Association. 

Section 6. TITLE TO THE ASSOCIATION PROPERTY. To the extent herein provided, the Association Property is hereby dedicated to the joint and several use in common of the Owners of all Lots that may, from time to time, constitute part of the Committed Property. Upon the completion of construction of a Home on each Lot located within the Committed Property and any Additional Property to be added by Declarant, or at such earlier time determined by Declarant, in Declarant’s sole discretion, the Declarant or its successors and assigns shall convey and transfer to the Association, by quit claim deed, the fee simple title to the Association Property free and clear of any liens and the Association shall accept such conveyance, holding title for the Owners as aforestated. Such conveyance shall be subject to any real estate taxes and assessments due with respect to such Association Property from and after the date of recording these CC&Rs; any covenants, conditions, restrictions, permits, reservations and limitations then of record; the casements herein set out; any zoning ordinances then applicable; and these CC&Rs, as amended from time to time. The Club Property is not Association Property and in no event shall the Declarant or the Club Property Owner have the obligation to convey the Club Property to the Association. 

At the time of conveyance of the Association Property or any portion thereof, the Association shall be required to accept such property and the personal property, if any, and Improvements appurtenant thereto. The Association hereby agrees to accept the Association Property and the personal property and Improvements appurtenant thereto in “AS IS” ” WHERE IS” condition, without any representation or warranty, expressed or implied, in fact or by law, as to the condition or fitness of the Association Property or any portion thereof, and the personal property and Improvements appurtenant thereto. 

The Association shall accept this conveyance of the Association Property and shall pay all costs of such conveyance including documentary stamps and other taxes of conveyance, recording charges, title insurance expenses and insurance fees. The conveyance shall not, however, impair in any way the Declarant’s rights and easements as set forth in these CC&Rs. 

Commencing upon the date these CC&Rs are recorded, and notwithstanding that title thereto has not yet been conveyed to the Association, the Association shall be responsible for the maintenance of the Association Property in a continuous and satisfactory manner without cost to the general taxpayers of the County. The Association shall be responsible for the payment of real estate and other taxes, if any, against the Association Property including taxes on any Improvements and any personal property thereon accruing from and after the date these CC&Rs are recorded. 

The Owners (including Declarant as to Lots owned by it) shall have no personal liability for any damages for which the Association is legally liable or arising out of or connected with the existence or use of any Association Property or any other property required to be maintained by the Association.

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Subject to the foregoing, the Declarant may mortgage any or all portions of the Association Property to finance construction and development expenses provided that the mortgagee recognizes the rights of Owners under these CC&Rs and neither the Association nor any Owner is personally liable for paying the mortgage. In such event, neither the Association nor the Owners shall be required to join in or be entitled to consent to such mortgage. The Association Property shall be released from any such mortgage no later than the date same is conveyed to the Association. 

Section 7. DELEGATION BY ASSOCIATION. The Association is empowered to delegate any of its functions with respect to the Committed Property or a Neighborhood including maintenance responsibilities and collection of Operating Expenses to the Neighborhood Association for that Neighborhood as may be deemed necessary from time to time by the Board. The Association reserves the right to convey any real property or personal property to a Neighborhood Association. The Neighborhood Association must accept any such delegation or conveyance. 

Section 8. PARKING RIGHTS. The Association may maintain upon the Association Property parking spaces for Owners, Club Property Owner, occupants, visitors and guests. The use of such parking spaces by Owners, occupants, visitors and guests shall be subject to duly adopted rules and regulations of the Association or these CC&Rs. The Association shall not govern parking on the Club Property. 

ARTICLE IV 

OWNERS’ PROPERTY RIGHTS 

Section 1. OWNERS’ EASEMENTS OF ENJOYMENT. Every Owner and family member, guest, lessee, agent or invitee of an Owner shall have a permanent and perpetual, nonexclusive easement for ingress and egress over, enjoyment in, and use of Association Property within the Committed Property, in common with all other Owners, their family members, guests, lessees, agents and invitees, which easement shall be appurtenant to, and shall pass with title to each Owner’s Lot. This right shall be subject to the fol1owing conditions and limitations: 

A. The right and duty of the Association to reasonably limit the number of guests, invitees or lessees of an Owner using the Association Property. 

B. The right and duty of the Association to levy Assessments against each Lot for the purpose of maintaining, repairing and replacing the Association Property and facilities thereon in compliance with the provisions of these CC&Rs and the restrictions on portions of the Committed Property from time to time recorded by the Declarant. C. The right and duty of the Association to levy Neighborhood Assessments (if not done by a Neighborhood Association in accordance with these CC&Rs) against each Lot in a particular Neighborhood for the purpose of maintaining the lawns and landscaping or any other area on the Lots if required to do so by these CC&Rs and any Supplemental Declaration.

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D. The right of the Association to establish uniform rules and regulations pertaining to the use of the Association Property. 

E. The right of the Association to establish uniform rules and regulations pertaining to the Lots for the purposes of enhancing the aesthetic uniformity of the Committed Property. 

F. The right of the Association in accordance with its Articles, Bylaws, and these CC&Rs, with the vote or written assent of two-thirds (2/3) of the total voting interests, to borrow money for the purpose of improving the Association Property and facilities thereon, and, in aid thereof, to mortgage, pledge, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred, provided that the rights of such mortgagee shall be subordinated to the use rights of the Owners. 

G. The right of the Association to dedicate, release, alienate, or transfer all or any part of the Association Property to any public agency, special district, CDD authority, or utility for such purposes and subject to such conditions as may be agreed to by the Owners and Declarant. No such dedication, release, alienation, or transfer shall be effective unless Members entitled to cast two-thirds (2/3) of the total voting interests agree to such dedication, release, alienation or transfer; provided, however, that no such vote shall be required with respect to the public dedication of any Street, Drive. Road and/or Roadway which is not titled in the name of the Association. 

H. Except with respect to those services and areas for which Dec1arant has retained an exclusive easement over portions of the Committed Property in Section 12 of this Article, the right of the Association to grant easements, licenses, permits, rights-of-way or strips of land, where necessary. for utilities, sewer facilities, cable television, and other services over the Association Property to serve the Association Property and other portions of the Committed Property without vote of the Owners. 

I. Except with respect to those services and areas for which Declarant has retained an exclusive easement over portions of the Committed Property in Section 12 of this Article, the right of the Association to grant or dedicate to any governmental agencies and/or to any utility companies, and to reserve, easements and rights-of-way, in, through, under, over and across the Association Property for the installation, maintenance and inspection of lines and appurtenances for public or private water, sewer and drainage development of the Committed Property, subject at all times to the terms and conditions of any SJRWMD permits and/or conservation easements. 

J. The right of the Declarant and Declarant’s officers, directors, partners, employees, agents, licensees, and invitees to the nonexclusive use of the Association Property and the facilities thereon, without charge, for sales, display, access, ingress, egress, construction, and exhibit purposes. K. The right of the Association, by action of the Board, to reconstruct, replace, or refinish any Improvement or portion thereof upon the Association Property, in accordance with the original design, finish, or standard of construction of such Improvement.

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L. The right of the Association to replace destroyed trees or other vegetation and plant shrubs, and ground cover upon any portion of the Association Property. 

M. The right, however not the duty, of the Association by action of the Board to seek the vacation of publicly dedicated streets, if any, upon the Committed Property. 

N. The easements provided elsewhere in these CC&Rs, designated on the Plat, or on the Additional Plat, if any, including, but not limited to, those set forth in this Article IV. 

O. The right of the Association to provide for the maintenance, preservation and architectural control of Lots and other properties as set forth in these CC&R.s and the corresponding right to enforce such right and impose fines and penalties for any violation thereof.

 P. All of the rights of the Club Property Owner set forth in the CC&Rs. 

Q. All provisions set forth in the Bena Collina Documents. 

Section 2. DELEGATION OF USE. Any Owner may delegate, in accordance with the Bylaws, his/her right of enjoyment to the Association Property to the members of his family, or to the lessees who reside in his/her Home, subject to all of the rules and regulations presently in effect and any which may become effective in the future, and further subject to reasonable regulation by the Board. 

Section 3. RECOGNITION OF EXISTING EASEMENTS.  Each Owner, by acceptance of a deed or other instrument of conveyance, recognizes and consents to the easements reserved and/or granted with respect to the Committed Property under these CC&Rs and those other easements and restrictions which are of record at the time of recording of these CC&Rs. 

LOTS 82 THROUGH 85, LOT 89, LOTS 90 THROUGH 103, LOTS 182 THROUGH l 83, LOTS 219 THROUGH LOT 225 AND LOTS 248 THROUGH LOT 250 AS DESCRIBED ON THE PLAT OF BELLA COLLINA WEST ARE AFFECTED BY EASEMENTS PER LAKE HIGHLANDS CO. PLAT, AS RECORDED IN PLAT BOOK 3, PAGE 51, PUBLIC RECORDS OF LAKE COUNTY, FLORIDA. SAID LOTS ARE SUBJECT TO. RESTRICTIONS SET FORTH IN AGREEMENT RECORDED CONCURRENTLY WITH THE PLAT OF BELLA COLLINA WEST IN OFFICIAL RECORDS BOOK 2781, PAGE 563, OF THE PUBLIC RECORDS OF LAKE COUNTY. ANY OWNER OF SAID LOTS EXPRESSLY ACKNOWLEDGES THE EXISTENCE OF SUCH EASEMENTS AND BY ACCEPTANCE OF A DEED TO SAID LOTS EXPRESSLY CONSENTS TO THE DECLARANT TAKING ANY AND ALL ACTIONS DECLARANT MAY DEEM APPROPRIATE WlTH REGARD TO THE ABANDONMENT, MODIFICATION, OR RELOCATION OF SUCH EASEMENTS. OWNERS AGREE TO EXECUTE ANY DOCUMENTS NECESSARY TO FURTHER DECLARANT’S RESERVED RIGHTS UNDER THIS SECTION.

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perpetuity over the property described in: A) the Conservation Easement recorded in Official Records Book 2519, Pages 105-127, as amended by the Amendment to and Partial Release of Conservation Easement recorded in Official Records Book 2754, Pages 1117-1129 ( “Bella Collina Conservation Easement”), and B) the Conservation Easement recorded in Official Records Book 2782, Pages 139-165, all of the Public Records of Lake County, Florida (“Bella Collina West Conservation Easement”). The Easements are attached hereto as Exhibit “E”. Declarant granted the Bella Collina Conservation Easement as a condition of Drainage Permit number issued by the SJRWMD, and Declarant granted the Bella Collina West Conservation Easement as a condition of Drainage Permit number 4-069- 86624-1 issued by the SJRWMD. Both Conservation Easements were granted by Declarant solely to offset adverse impacts to natural resources, fish and wildlife, and wetland functions: 

(1) Purpose. The purpose of the Conservation Easements is to assure that certain conservation easement areas will be retained forever in their existing natural condition and to prevent any use of such conservation easement areas that will impair or interfere with the environmental value of these areas.

(2) Prohibited Uses. Any activity in or use of the conservation easement areas inconsistent with the purpose of the Conservation Easements is prohibited. The Conservation Easements expressly prohibits the following activities and uses: 

a. Constructing or placing buildings, roads, signs, billboards or other advertising, utilities or other structures on or above the ground; 

b. Dumping or placing soil or other substance or material as landfill or dumping or placing of trash, waste or unsightly or offensive materials; 

c. Removing or destroying trees, shrubs, or other vegetation; 

d. Excavating, dredging or removing loam, peat, gravel, soil, rock or other materials or substances in such a manner as to affect the surface; 

e. Surface use, except for purposes that permit the land or water area to remain predominantly in its natural condition; 

f. Activities detrimental to drainage, flood control, water conservation, erosion control, soil conservation, or fish and wildlife habitat preservation; 

g. Acts or uses detrimental to such retention of land or water areas; and 

h. Acts or uses detrimental to the preservation of the structural integrity or physical appearance of sites or properties of historical, architectural, archaeological, or cultural significance. (3) Boats. All boats must be stored within an Owner’s garage or within an area designated by the Declarant for boat storage; provided, however, the Declarant is prohibited from providing boat storage facilities for Owners within the conservation easement areas. Lake

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Lot Owners owning boat docks constructed in accordance with the Bella Collina Conservation Easement may maintain their boat overnight at such boat dock provided that such Owner has installed and utilizes a boat lift that raises the boat fully and completely out of the water. No overnight boat mooning to the boat docks will be allowed. This condition solely relates to the property burdened by the Bella Coltina Conservation Easement. 

(4) Responsibilities. The Declarant, its successors and assigns, are responsible for the periodic removal of trash and other debris which may accumulate in the conservation easement areas. 

(5) Rights of St. Johns River Water Management District. To accomplish the purposes stated in the Conservation Easements, the Declarant conveyed the following rights to the SJRWMD: 

 a. To enter upon and inspect the conservation easement areas in a reasonable manner and at reasonable times to determine if Declarant or its successors and assigns are complying with the covenants and prohibitions contained in the Conservation Easements. 

 b. To proceed at law or in equity to enforce the provisions of the Conservation Easements and the covenants set forth herein, to prevent the occurrence of any of the prohibited activities set forth herein, and require the restoration of areas or features of the conservation easement areas that may be damaged by any activity inconsistent with the Conservation Easements. 

(6) Amendment. The provisions of the Conservation Easements may not be amended without the prior written approval of the SJRWMD. 

Section 5. EASEMENTS FOR VEHICULAR TRAFFIC AND GOVERNMENTAL SERVICES. In addition to the general easements for use of the Association Property reserved herein, there shall be, and Declarant hereby reserves, grants, and covenants for itself and all future Owners, their family members, guests, invitees and lessees, Institutional Mortgagees of the Committed Property (or portions thereof), and to the Association, that all of the foregoing shall have a perpetual nonexclusive easement for vehicular traffic over (i) all streets dedicated to the public use, if any (as well as alcoves, cul de sacs, and other private, paved areas abutting or serving the same), and (ii) any private Streets, Drives, Roads and/or Roadways within or upon the Committed Property. Additionally, there shall be a perpetual nonexclusive easement over any private Streets, Drives, Roads and/or Roadways within or upon the Committed Property for the provision of governmental services, including, but not limited to, police, fire, health, sanitation and other public services, including reasonable rights of access for persons and equipment necessary for the City. County, or other appropriate agencies, franchises or governmental agencies to provide such services. Section 6. EASEMENTS FOR PEDESTRIAN TRAFFIC. In addition to the general easements for use of the Association Property reserved herein, there shall be, and Declarant hereby reserves, grants, and covenants for itself and all future Owners, their family members, guests, invitees and lessees, Institutional Mortgagees of the Committed Property (or portions thereof), and to the Association, that all of the foregoing shall have a perpetual nonexclusive

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easement for pedestrian traffic over the Lake Apopka Trail and the Pine Lake Trail, such trails being further described on the Wetland/Surface Water Impact and Mitigation Table dated May 2002, a copy of which is attached as Exhibit “B” to the Bella Collina Conservation Easement attached hereto as Exhibit .. E”, subject to the provisions of these CC&Rs and the rules, regulations, and permits of the SJRWMD, and all other applicable governmental agencies. 

Section 7. EASEMENTS FOR CONSTRUCTION OF BOAT DOCKS. Declarant hereby reserves, grants, and covenants for itself and all future Lake Lot Owners permitted to construct boat docks in accordance with the Bella Collina Conservation Easement attached hereto as Exhibit “E,” that all of the foregoing shall have a perpetual nonexclusive easement for construction of a boardwalk and associated boat dock within the conservation easement areas, buffer areas, or Lake Bank Zones in the rear of the Lake Lot Owners’ lots; provided, however, the construction of such facilities shall be subject to the provisions of these CC&Rs and the rules, regulations, and permits of the SJRWMD, and all other applicable governmental agencies. Declarant hereby reserves, grants, and covenants for itself and all future Owners, their family members, guests, invitees and lessees, Institutional Mortgagees of the Committed Property (or portions thereof), and to the Association, that all of the foregoing shall have a perpetual nonexclusive easement to move across such facilities should such facilities impede normal pedestrian traffic within the Lake Apopka Trail or the Pine Lake Trail. 

Section 8. ACCESS EASEMENT. Declarant hereby reserves perpetual, nonexclusive easements of ingress and egress over and across (i) any and all streets dedicated to the public use. if any (as well as alcoves, cul de sacs, and other private, paved areas abutting or serving the same), and (ii) any private Streets, Drives, Roads and/or Roadways and driveways within or upon the Committed Property and all other portions of the Committed Property which are necessary or convenient for enabling DecJarant or Club Property Owner to carry on the work referred to in these CC&Rs, which easements shall be for the use of Declarant, Club Property Owner, Declarant’s or Club Property Owner’s employees, contractors and agents, Declarant’s successors and assigns, Owners; and the respective lessees, employees, agents, invitees, and licensees of Declarant, Club Property Owner and Owners. 

Section 9. GRANT AND RESERVATION OF EASEMENTS. Declarant hereby reserves and grants the following perpetuaI, nonexclusive easements over and across the Committed Property as covenants running with the Committed Property for the benefit of the Owners, the Association, and Dedarant as hereinafter specified for the following purposes:   A. Utility and Services Easements. Except with respect to those services and areas for which Declarant has retained an exclusive easement over portions of the Committed Property in Section 12 of this Article, all of the Committed Property shall be subject to a platted or as-built easement or easements to provide for: (a) installation, service, repair and maintenance of the equipment and lines required to provide utility services to the Association Property and the Lots, including, but not limited to, power, lights, cable television, telephone, gas, water, sewer and drainage, and (b) governmental services, including, but not limited to, police, fire, health, sanitation and other public service personnel, including reasonable rights of access for persons and equipment necessary for such purposes for the benefit of the appropriate utility companies, agencies, franchises or governmental agencies.

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  B. Easement for Encroachment. All of the Committed Property shall be subject to an easement or easements for encroachment in favor of each Owner in the event any portion of his/her Home or appurtenant Improvements installed by Declarant or Builder such as stucco, a fence or underground footer now or hereafter encroaches upon any of the Lots as a result of minor inaccuracies in survey or construction, by design, or due to settlement or movement. Such encroaching Improvements installed by Declarant or Builder shall remain undisturbed for so long as the encroachment exists. Any easement for encroachment shall include an easement for the maintenance and use of the encroaching Improvements in favor of the Owner thereof or his designees. 

  C. Easement to Enter Upon Lots. An easement or easements for ingress and egress in favor of the Association, including the Board or the designee of the Board, to enter upon the Lots for the purposes of fulfilling its duties and responsibilities of ownership, maintenance and/or repair in accordance with the Bella Collina Documents, including, by way of example, the making of such repairs, maintenance or reconstruction as are necessary for the Association Property, to maintain, in some cases, an Owner’s Lot and to maintain any Lot in the event the Owner thereof fails to do so. 

  D. Easement Over Association Property. An easement of enjoyment in favor of all Owners, their family members, guests, invitees and lessees in and to the Association Property which shall be appurtenant to and shaJI pass with title to every Lot in the Committed Property, subject to the following: (1) the right of the Association to suspend the right to use the Association Property of any Owner for any period during which Assessments against his Lot remain unpaid, subject to applicable laws and the notice and hearing provisions in Article X, Section 1 herein; 

  (2) Except with respect to those services and areas for which Declarant has retained an exclusive easement over portions of the Committed Property in Section 12 of this Article, the right of the Association to grant permits, licenses and easements over the Association Property for utilities and other purposes reasonably necessary or useful for the proper maintenance or operation of the Committed Property; 

  (3) the rights and easements reserved in these CC&Rs for the benefit of the Club Property and the Equestrian Property; and 

  (4) all provisions set forth in the Bella Collina Documents.  E. Drainage and Irrigation Easement. An easement for drainage, flowage and irrigation over, under and upon the Committed Property, including each of the Lots, in favor of the Association and each of the Owners, including, but not limited to, reasonable rights of access for persons and equipment to construct, install, maintain, alter, inspect, remove. relocate and repair the water drainage system, flowage pipes and irrigation pipes. There is hereby further reserved for the benefit of Declarant, the Association, and their respective agents, employees, successors, and assigns (“Benefited Parties”) a perpetual non-exclusive easement over, across and on the of all streets, roads and all unimproved portions of the Association

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Property and all areas of the Drainage System for access to construct, install, inspect, operate, maintain, repair or replace the Drainage System. By this easement, the Benefited Parties shall have the right to enter upon any portion of any portion of the Committed Property, including any Lot, which is a part of the Drainage System, at a reasonable time and in a reasonable manner, to operate, maintain or repair the Drainage System as required by the SJRWMD permit. Additionally, the Benefited Parties shall have a perpetual nonexclusive easement for drainage, stormwater collection, retention and detention over, upon and within the entire Drainage System and all other drainage easements shown on each plat or otherwise reserved, declared or created pursuant to these CC&Rs. No person shall alter the drainage flow of the Drainage System, including buffer areas or swa1es, without the prior written approval of the SJRWMD. 

  F. Drainage System Encroaclunent Easement. An easement for encroachment over, under and upon the drainage easements located within the Lots, as designated on the Plat and Additional Plat, if any, in favor of (i) the Owner of the Lot upon which the drainage easement is located for the existence of any driveway and/or sidewalk or irrigation system or part thereof, and (ii) the Association for reasonable rights of access for persons and equipment to construct, install, maintain, alter, inspect, remove, relocate and repair any driveway and/or sidewalk, or irrigation system or part thereof installed or located thereon. In the event the Association requires access to any Drainage System improvements within a drainage easement located within a Lot upon which any such driveway and/or sidewalk or irrigation system encroaches, the Association has the obligation, at its own cost and expense, to remove and replace any such encroachment, and to return it to its permitted condition immediately preceding such removal and replacement once access to the drainage easement is no longer required. The flowage easements providing for drainage run between each of the Lots parallel to and over the side lot line thereof, draining from the rear to the front of the Lots. 

Section 10. HORSE TRAIL EASEMENT. There is hereby created, declared and reserved for the benefit of the Declarant and the owner and/or operator from time to time of the Equestrian Property and their respective employees, agents, licensees, invitees, members and guests a non-exclusive horse trail easement over and upon all horse trail easement areas shown on the Plats, any Additional Plats or other recorded instruments of the Committed Property, or as any horse trails easements may otherwise be granted from time to time. The owner of the Equestrian Property shall have the right to cause the horse trail easement areas to be specifically described by metes and bounds legal descriptions, and the Owners and Association shall cooperate in executing and recording appropriate easement agreements with respect thereto. All vehicles traveling on the roads within the Committed Property shall yield to horses at crossings where horse trail easements intersect with said roads. Section 11. ASSIGNMENTS. The easements reserved hereunder may be assigned by Declarant or the Association in whole or in part to any city, county or state government or agency thereof, or any duly licensed or franchised public utility, or any other designee of Declarant. The Owners hereby authorize Declarant and/or the Association to execute, on their behalf and without further authorization, such grants of easement or other instruments as may from time to time be necessary to grant easements over and upon the Committed Property or portions thereof in accordance with the provisions of these CC&Rs.

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Section 12. RESERVATION OF EXCLUSIVE EASEMENTS FOR TELECOMMUNICATIONS AND RELATED SERVICES. Notwithstanding anything to the contrary contained in Section 9 of Article TV or elsewhere in the CC&Rs, Declarant hereby reserves to itself, its successors or assigns, the following perpetual exclusive easements in, under, along and across the properties described in the plats of Bella Collina East and Bella Collina West, more particularly described in Exhibit “A”, as covenants running with such Additional Property described on Exhibit “A”, for the benefit of the Declarant to provide for (a) installation, service, repair and maintenance of equipment and lines to provide telecommunication and other high tech services, including but not limited to, telephone, cable television, internet, monitored alarm system and other data transmission services; and (b) reasonable rights of ingress and egress on, along and across the Lots, for such persons, contractors or other designees of Declarant, its successors and assigns. It is Declarant’s intent that the Committed Property and any Additional Property to be added by Declarant wm be fully wired for fiber optics to each Home in order to create a technologically advanced and integrated (“SMART”) subdivision and Declarant intends to market the Committed Property as such to prospective purchasers. As such, Declarant hereby reserves and retains for the benefit of Declarant, its successors or assigns, the exclusive right to enter into long term contracts with providers of such telecommunication and other high tech services, including without limitation hereby, telephone, cable television, internet, monitored alarm system, fiber optic related communications, and data transmission services as Declarant, its successors or assigns may elect and upon such terms and conditions as Declarant, its successors or assigns deems appropriate in its sole and absolute discretion. Notwithstanding anything to the contrary contained in these CC&Rs, to the extent the same shall not conflict with or violate any applicable law or any existing contract or agreement, any provider of such telecommunications and other high tech services that Declarant, its successors or assigns enters into such an agreement with shall be the exclusive and only third party provider of the telecommunications services within the Committed Property that are the subject of such agreement. This exclusivity to the third party provider shall be of no force and effect and inapplicable to the particular service, if there is a default by such provider under the agreement which allows Declarant, its successors or assigns to terminate such agreement or if such agreement has been terminated due to a default. The Declarant, its successors or assigns shall be entitled to compensation for allowing the third party provider use and access of its reserved easements hereunder and any benefits or services resulting therefrom. 

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entity from time to time, nothing in this paragraph shall act to terminate easement rights reserved or granted to the Club Property Owner as such easement rights are perpetual. 

ARTICLE V 

MEMBERSHIP AND VOTING RlGHTS IN THE ASSOCIATION; BOARD; 

DURATION OF THE ASSOCIATION 

Section 1. MEMBERSHIP AND VOTING RIGHTS. Membership in the Association shall be established and terminated as set forth in the Articles. Each Member shall be entitled to the benefit of, and be subject to, the provisions of the Bella Collina Documents. The voting rights of the Members shall be as set forth in the Articles. 

Section 2. BOARD. The Association shall be governed by the Board which shall be appointed, designated or elected, as the case may be, as set forth in the Articles. 

Section 3. DURATION OF ASSOCIATION. The duration of the Association shall be perpetual, as set forth in the Articles. 

ARTICLE VI 

COVENANT TO PAY ASSESSMENTS; ESTABLISHMENT OF LIENS; COLLECTION OF ASSESSMENTS; COLLECTION BY DECLARANT; CERTAIN RIGHTS OF DECLARANT AND INSTITUTIONAL MORTGAGEES Section 1. AFFIRMATIVE COVENANT TO PAY ASSESSMENTS. In order to: (i) fulfill the terms, provisions, covenants and conditions contained in the Bella Collina Documents; and (ii) maintain, operate and preserve the Association Property for the use, safety. welfare and benefit of the Members and their family members, guests, invitees and lessees, there is hereby imposed upon each improved Lot, and Unimproved Lot, and each improved Lot Owner and Unimproved Lot Owner, the affirmative covenant and obligation to pay to the Association, commencing from and after the Assessment Commencement Date as defined and set forth in Section 7 of Article V herein, all Assessments, including, but not limited to, the Base Lot Assessments, Lot Type Maintenance Assessments, Neighborhood Assessments, if any, and Special Assessments. Each Owner, by acceptance of a deed or other instrument of conveyance conveying a Lot within the Committed Property, whether or not it shall be so expressed in such deed or instrument, shall be obligated and agrees to pay to the Association all Assessments in accordance with the provisions of the Bella Collina Documents. The following expenses of the Association are hereby declared to be Operating Expenses which the Association is obligated to assess and collect, and which the Owners are obligated to pay as provided herein or as may be otherwise provided in the Bella Collina Documents: (1) any and all taxes and tax liens which may be assessed or levied at any and all times against the Association Property or against any and all persona) property or Improvements thereon, including, but not limited to, taxes imposed by the CDD for the infrastructure facilities; (2) all charges levied for utilities providing services for the Association Property, such as water, gas, electricity, telephone, cable television, sanitation, sewer and any type of utility or any other type

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of service charge which is not separately billed to an Owner; (3) the premiums on policies of insurance including, but not limited to, liability, casualty and directors and officers liability insurance for the Association Property; ( 4) any sums necessary for the maintenance and repair of the Association Property and all Improvements located thereon; (5) administrative and operational expenses; (6) any and all expenses deemed to be Operating Expenses by the Association; (7) fees and costs for the management, maintenance, improvement and beautification of landscaping and stormwater drainage and retention features on the Committed Property; (8) fees and costs for the management, maintenance, improvement and operation of the Utility Systems; (9) operation, maintenance and repair of the Drainage Systems including, but not limited to work within retention areas, drainage structures and drainage easements; (10) reserves for replacements; and (11) fees and costs incurred by the Association in connection with providing Communication Services as defined for Section 7 of Article VI of these CC&Rs. 

Any expense which is required by the Declaration to be the matter of Special Assessment shall not be deemed to be an Operating Expense. Expenses which are required to be the matter of Special Assessment include without limitation, the following: the cost of reconstructing, replacing or improving the Association Property or any portion thereof or Improvements thereon; any casualty loss affecting the Association or the Association Property to the extent such loss exceeds the insurance proceeds, if any, receivable by the Association as a result of such loss; any judgment against the Association (or against a Director or Directors if and to the extent such Director is, or such Directors are, entitled to be indemnified by the Association therefor pursuant to the Articles) to the extent such judgment exceeds the insurance proceeds, if any, received by the Association as a result of such judgment, or an agreement by the Association (or such Director or Directors to whom indemnification is owed) to pay an amount in settlement of a lawsuit against it (or such Director or Directors) to the extent such settlement exceeds the insurance proceeds, if any, received by the Association as a result of such settlement agreement; and legal fees and costs (including, without limitation, attorneys and paralegal fees and court costs) incurred by the Association in connection with litigation (whether incurred for the preparation, filing, prosecution or settlement thereof or otherwise), except Legal Fees incurred by the Association in connection with the collection of Assessments or other charges which Owners are obligated to pay pursuant to the Bella Collina Documents or the enforcement of the use and occupancy restrictions contained in the Bella Collina Documents. 

The Operating Expenses with respect to the Association Property are payable by each Owner to the Association notwithstanding the fact that Declarant may not have as yet conveyed title to the Association Property to the Association Section 2. NEIGHBORHOOD ASSESSMENTS. Owners of Homes and/or Lots in certain Neighborhoods that may now or in the future, be submitted to these CC&Rs by Supplemental Declaration, may be obligated to pay Neighborhood Expenses depending upon the level of services provided to the Homes and Lots in the Neighborhood by the Association. For example, the Association may provide lawn and landscape maintenance or exterior building maintenance in certain Neighborhoods, in which case the Association shall assess and collect. and which the Owners are obligated to pay, Neighborhood Assessments as provided herein or as may be otherwise provided in the Bella Collina Documents or in any Supplemental Declaration. It shall be the duty of the Board to prepare a separate budget covering the estimated Neighborhood Expenses to be incurred by the Association for each Neighborhood on whose behalf

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Neighborhood Expenses are expected to be incurred during the coming year. The Board shall be entitled to set such budget only to the extent that these CC&Rs, Supplemental Declaration or Bylaws specifical1y authorizes the Board to assess certain costs as a Neighborhood Assessment. Any Neighborhood may request that additional services or a higher level of services be provided by the Association, and in such case, any additional costs shall be added to such budget. Such budget may include a capital contribution establishing a reserve fund for repair and replacement of capital items within the Neighborhood, as appropriate. 

The Board shall cause a copy of such budget and notice of the amount of the Neighborhood Assessment to be levied on each Home and/or Lot in the Neighborhood for the coming year to be delivered to each Owner in the Neighborhood at least thirty (30) days prior to the beginning of the fiscal year. 

If the Board fails for any reason to determine the budget for any year, then and until such time as a budget shall have been determined as provided herein, the budget in effect for the immediately preceding year, with a ten (10%) percent increase, shall be the budget for the current year.

 Neighborhood Assessments are in addition to any assessments for Operating Expenses levied by a Neighborhood Association for those Neighborhoods which are administered by a Neighborhood Association. The Association reserves the right to review and approve or disapprove the budgets promulgated by Neighborhood Associations. 

Section 3. ESTABLISHMENT OF LIENS. Each Assessment (including Neighborhood Assessments, if applicable) against a Lot, together with Interest thereon and costs of collection, including, but not limited to, Legal Fees, shall be the personal obligation of the Owner of such Lot. Any and all Assessments made by the Association in accordance with the provisions of the Bella Collina Documents with Interest thereon and costs of collection, including, but not limited to, Legal Fees, are hereby declared to be a charge and continuing lien upon each Lot against which each such Assessment is made. Said lien shall be effective only from and after the time of the recordation in the Public Records of the County of a written, acknowledged statement by the Association setting forth the amount due to the Association as of the date the statement is signed. Upon full payment of all sums secured by that lien, the party making payment shall be entitled to a satisfaction of the statement of lien in recordable form. Notwithstanding anything to the contrary herein contained, in the event an Institutional Mortgagee of record obtains title to a Lot as a result of foreclosure of its first mortgage or deed in lieu of foreclosure, such acquirer of title, its successors or assigns, shall not be liable for the share of Assessments pertaining to such Lot or chargeable to the former Owner thereof which became due prior to the acquisition of title as a result of the foreclosure or deed in lieu thereof, unless the Assessment against the Lot in question is secured by a claim of lien for Assessments that is recorded prior to the recordation of the mortgage which was foreclosed or with respect to which a deed in lieu of foreclosure was given. Section 4. COLLECTION OF ASSESSMENTS.  In the event any Owner shall fail to pay any Assessment, or installment thereof, charged to such Owner within fifteen (15) days after the same becomes due, then the Association, through its Board, shall have any and al1 of the following remedies to the extent permitted by law, which remedies are cumulative and which remedies are not in lieu of, but are in addition to, all other remedies available to the Association:

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  1. To accelerate the entire amount of any Assessment for the remainder of the calendar year notwithstanding any provisions for the payment thereof in installments. 

  2. To advance on behalf of the Owner(s) in default funds to accomplish the needs of the Association up to and including the full amount for which such Owner(s) is liable to the Association and the amount or amounts of monies so advanced, together with Interest and all costs of collection thereof, including, but not limited to, Legal Fees, may thereupon be collected by the Association from the Owner(s) and such advance by the Association shall not waive the default. 

  3. To file an action in equity to foreclose its lien at any time after the effective date thereof as provided in Section 3 hereinabove. The lien may be foreclosed by an action in the name of the Association in like manner as a foreclosure of a mortgage on real property. 

  4. To file an action at Jaw to collect said Assessment plus Interest and all costs of collection thereof, including, but not limited to, Legal Fees, without waiving any lien rights or rights of foreclosure in the Association.

  5. To charge Interest on such Assessment from the date it becomes due, as well as a late charge of One Hundred Dollars ($100) by the Association to defray additional collection costs. 

  6. To suspend the use rights of the Owner(s) in default to the Association Property, subject to the limitations of applicable Jaw and the Notice and Hearing provisions in Article X, Section 1 herein. 

  7. To suspend the right of the Owner(s) in default to vote on any matter on which Owners have the right to vote if such Owner is delinquent in payment of assessments for more than ninety (90) days. 

  8. To use the services of a collection agency for collection of delinquent accounts and to charge and impose a lien against the delinquent Owner for such costs. All payments shall be first applied to Interest, administrative late fees, costs, and reasonable attorneys’ fees incurred in collection including any incurred in all bankruptcy and probate proceedings, and then to the Assessment payment first due. 

  Notwithstanding any provision of this Section to the contrary, the Board shall have the right to waive any late fees or Interest that accrue as a result of delinquent payment of Assessments. Section 5. COLLECTION BY DECLARANT. ln the event for any reason the Association shall fail to collect the Assessments, Declarant shall at all times have the right (but not the obligation): (i) to advance such sums as the Association could have advanced as set forth above; and (ii) to collect such Assessments and, if applicable, any such sums advanced by Declarant, together with Interest and costs of collection, including, but not limited to, Legal Fees.

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Section 6. RIGHTS OF DECLARANT AND INSTITUTIONAL MORTGAGEES TO PAY ASSESSMENTS AND RECEIVE REIMBURSEMENT. Declarant and any Institutional Mortgagee(s) shall have the right, but not the obligation, jointly or individually, and at their sole option, to pay any of the Assessments which are in default and which may or have become a charge against any Lot(s). Further, Declarant and any Institutional Mortgagee shall have the right, but not the obligation, jointly or individually, and, at their sole option, to pay insurance premiums or fidelity bond premiums or other required items of Operating Expenses on behalf of the Association in the event the same are overdue and when lapses in policies or services may occur. Declarant and any Institutional Mortgagee overdue Operating Expenses on behalf of the Association will be entitled to immediate reimbursement from the Association plus Interest and any costs of collection including, but not limited to, Legal Fees, and the Association shall execute an instrument in recordable form to this effect and deliver the original of such instrument to each Institutional Mortgagee who is so entitled to reimbursement and to Declarant if Declarant is entitled to reimbursement. 

Section 7. COMMUNICATIONS SYSTEM. The Association shall have the right to enter into an agreement or agreements (“Communications Agreement”) for telecommunication and other high tech services, including without limitation hereby, telephone, cable television, internet, monitored alarm system, fiber optic related communications, and data transmission services (“Communications Services”) for Homes with the provider of telecommunications that enters into an agreement with the Declarant as set forth in Section 12 of Article IV herein. Any and all costs and expenses incurred by the Association under or pursuant to any Communications Agreement(s) entered into by the Association for Communications Service will be assessed against all Improved Lot Owners. It is contemplated that the monitored alarm service portion of the Communications Services may include features in addition to perimeter monitored alarm services such as, but not limited to, a smoke/heat detection system, push button panels for emergency calls or other features. Notwithstanding anything to the contrary contained in these CC&Rs, the costs and expenses charged to the Association under the Communications Agreement shall be apportioned equally, but only in those Hornes with respect to which the Association is being charged under or pursuant to the Communications Agreement except to the extent, if any, that any Owner elects to receive an “Optional Service” (being a service not automatically received by all Owners entitled to receive Communications Service pursuant to the Communications Agreement). Each Owner who receives an Optional Service, if any, shall be responsible for paying for the costs thereof. The foregoing shall in no way obligate Declarant, the Association, their successors or assigns to enter into a Communications Agreement or otherwise provide the Communications Services described in this Section 7. 

Section 8. RELATIONSHIP OF ASSOCIATION AND NEIGHBORHOOD ASSOCIATIONS. 

A. Collection of Assessments. Neighborhood Associations, if any, shall initially collect all Assessments and other sums including the Neighborhood Assessment due the Neighborhood Association from the members thereof. The Neighborhood Association will remit the Assessments so collected pursuant to such procedures as may be adopted by the Association. The sums so collected shall be applied first to the Assessments of the Association and then to those of the collecting Neighborhood Association. No sums collected by a Neighborhood

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Association on behalf of the Association shall be deemed a common expense of the collecting Neighborhood Association. 

  Neighborhood Associations shall be required to enforce liens or take any other actions with regard to delinquencies in Assessments payable to the Association unless the Association gives them written notice of its election not to have them do so. All of the Association’s rights of enforcement provided in these CC&Rs shall be deemed to have automatically vested in the applicable Neighborhood Association, but all costs and expenses of exercising such rights shalt nevertheless be paid by the Neighborhood Association (which shall be entitled to receive payment of any such costs and expenses which are ultimately recovered). Notwithstanding the foregoing, the Association retains the power to exercise the enforcement rights on a concurrent basis with the Neighborhood Association. 

  All Fidelity bonds and insurance maintained by a Neighborhood Association shall reflect any duties performed by it pursuant hereto and the amounts to be received and disbursed by it and shall name the Association as an obligee/insured party for so long as its Assessments are being collected and remitted by the Neighborhood Association. 

  To the extent lawful, a Neighborhood Association may delegate, or contract for the performance of, any duties performed by it pursuant hereto with a management company approved by the Association, provided that: (i) the Neighborhood Association shall remain ultimately liable hereunder; (ii) the management company, as well as the Neighborhood Association, shall comply with the requirements of the foregoing paragraph; and (iii) the approval of the management company by the Association may be withdrawn by the Association, with or without cause, at any time upon thirty (30) days’ prior written notice. Any management agreement or similar contract entered into by the Neighborhood Association shall be subject to the provisions of this Paragraph A. 

  In the event of a failure of a Neighborhood Association to assess its members for Operating Expenses allocated, the Association shall be entitled to pursue all available legal and equitable remedies against the Neighborhood Association or in addition specially assess the members of the Neighborhood Association for sums due and lien all the Lots in such Neighborhood. 

  B. Delegation of Other Duties. The Association shall have the right to delegate to a Neighborhood Association, on an exclusive or basis, such additional duties not specifically described in this Section with respect to its Neighborhood as the Association shall deem appropriate. Such delegation shall be made by written notice to the Neighborhood Association, which shall be effective no earlier than thirty (30) days from the date it is given. Any delegation made pursuant hereto may be modified or revoked by the Association at any time.   C. Acceptance of Delegated Duties. Whenever the Association delegates any duty to a Neighborhood Association pursuant to this Article, the Neighborhood Association shall be deemed to have automatically accepted same and to have agreed to indemnify, defend and hold harmless the Association for all liabilities, losses, damages and expenses (including Legal

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Fees) arising from or connected with the Neighborhood Association’s performance, non-performance or negligent performance thereof. 

  D. Non-Performance of Neighborhood Association Duties. In the event a Neighborhood Association fails to perform any duties delegated to or required of lt, under these CC&Rs or to otherwise be performed by it pursuant to a Supplemental Declaration, which failure continues for a period in excess of thirty (30) days after the Association’s giving notice thereof, then the Association may, but shall not be required to, assume such duties. In such event, the Neighborhood Association shall not perform such duties unless and until such time as the Association directs it to once again do so. 

  E. Collection of Assessments by Association. Notwithstanding the foregoing, in the event Lots are not subject to a Neighborhood Association, the Association shall collect all Assessments and other sums due the Association from the Owner(s) of such Lots. 

Section 9. INAPPLICABILITY OF ARTICLE TO CLUB PROPERTY AND CLUB PROPERTY OWNER. Neither the Club Property nor Club Property Owner is subject to the provisions of this Article VI. 

ARTICLE VII

 METHOD OF DETERMINING ASSESSMENTS AND ALLOCATION OF ASSESSMENTS 

Section 1. DETERMINING AMOUNT OF ASSESSMENTS. The total anticipated Operating Expenses for each calendar year shall be set forth in the budget (“Budget”) prepared by the Board as required under the Bella Collina Documents. If a Neighborhood is administered by a Neighborhood Association, the total anticipated Neighborhood Expense for the Neighborhood each calendar year shall be set forth in a budget prepared by the Board of the Neighborhood Association. If a Neighborhood is not administered by a Neighborhood Association, the total anticipated Neighborhood Expenses for the Neighborhood each calendar year shall be set forth in a budget prepared by the Board of the Association. Each Improved Lot and Unimproved Lot shall be assessed its pro rata portion of the total anticipated Operating Expenses, exclusive of the Lot Type Maintenance Assessment (as defined below) and Neighborhood Expenses, if applicable, which shall be the “Base Lot Assessment” and “Neighborbood Assessment”, if applicable as to each Lot.   With respect to that portion of the Committed Property more particularly described on the Bella Collina Plat recorded in Plat Book 51, Pages 31 through 49, inclusive, of the Public Records of the County, the Base Lot Assessment and Neighborhood Assessment shall be based upon the level of service to each Lot and upon the state of the Lot’s development, with the Owners of Improved Lots paying the Operating Expenses on a four to one ratio (4:1) compared to the Owners of Unimproved Lots as set forth below. Therefore, the Improved Lot Owners and Unimproved Lot Owners shall share the payment of the Operating Expenses on a ratio of four to one (4:1). Therefore, the total anticipated Operating Expenses (other than those expenses which are properly the subject of Special Assessment) shall be divided by the total number of lmproved Lots multiplied by four (4) plus the number of Unimproved Lots, with the quotient thus arrived

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at being the “Base Lot Assessment” for an Unimproved Lot. Said quotient multiplied by four (4) shall be the Base Lot Assessment for an Improved Lot. The number of Improved Lots and Unimproved Lots shall be adjusted quarterly, as needed, as hereinafter set forth_ At such time as Declarant has completed all of the Homes on all of the Lots, each Lot shall be an improved Lot and the Base Lot Assessment shall be equal for each Lot. 

  With respect to Lots located in Bella Collina East and Bella Co11ina West, as more particularly described in Exhibit “A” attached hereto, each Improved Lot and Unimproved Lot shall be assessed the same pro rata portion of the total anticipated Operating Expenses, exclusive of the Lot Type Maintenance Assessment and Neighborhood Expenses, if applicable. In addition to the Base Lot Assessment and Neighborhood Expenses, each Lot shall be assessed a portion of the total Operating Expenses associated with the Association’s provision of landscape care and maintenance of Lots, which shall be the “Lot Type Maintenance Assessment.” The Lot Type Maintenance Assessment shall be based upon the type of Lot, as such Lot type is established in this paragraph: Lots 399-483, as shown on the Plat, are hereby designated Type “A” Lots; and Lots 1-318, as shown on the Plat, are hereby designated Type “B” Lots. The Declarant reserves the right to re-designate Lots as either Type “A” or Type “B” Lots based on the Declarant’s modification of its plan of development for any re-designated Lot. The total anticipated Operating Expenses for each calendar year associated with the Association’s provision of landscape care and maintenance of Lots shall be set forth in the Budget and shall be separated into Type A Lot Maintenance Assessments and Type B Lot Maintenance Assessments. Each Lot shall be assessed its pro rata portion of either the Type A Lot Maintenance Assessments or the Type B Lot Maintenance Assessments, as applicable. The Base Lot Assessment and the Lot Type Maintenance Assessment applicable to each Lot shall be collectively referred to as the “Individual Lot Assessment.” 

  Notwithstanding anything in the Bella Collina Documents to the contrary, any Assessment for legal expenses incurred by the Association for lawsuits shall be deemed an Operating Expense which is properly the subject of Special Assessment and not the subject of an Base Lot Assessment, except the legal fees incurred by the Association in connection with the collection of assessments or other charges which Owners are obligated to pay pursuant to the Bella Collina Documents or the enforcement of the use and occupancy restrictions contained in the Bella Collina Documents. 

In addition to the general notice of Board meetings required to be given to all Owners in accordance with Section 720.303, Florida Statutes, written notice of the meeting at which the Board shall consider any Special Assessment, Base Lot Assessment, Lot Type Maintenance Assessment, or Neighborhood Assessment, if any shall be provided to all Owners at ]east fourteen (14) days before the meeting, which notice shall include a statement that assessments will be considered at the meeting and the nature of the assessments. Such written notice must be mailed, delivered, or electronically transmitted to the Owners and posted conspicuously on the Committed Property or broadcast on closed·circuit cable television not less than fourteen (14) days prior to the meeting. Section 2. ASSESSMENT PAYMENTS.  Base Lot Assessments, Lot Type Maintenance Assessments, and Neighborhood Assessments, if any, shall be payable quarterly, in advance, on the first day of January, April, July and October of each year, provided, however, at the

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Association’s option, Base Lot Assessments, Lot Type Maintenance Assessments, and Neighborhood Assessments, if any, may be payable monthly. Base Lot Assessments, Lot Type Maintenance Assessments, and Neighborhood Assessments, if any, and the quarterly or monthly installments thereof, may be adjusted from time to time by the Board to reflect changes in the number and status of Improved Lots and Unimproved Lots (thus apportioning all such Assessments and installments thereof among all Lots at the time such installment is due) or changes in the Budget or in the event the Board determines that an Assessment or any installment thereof is either less than or more than the amount actually required. When an Unimproved Lot becomes an Improved Lot during a period with respect to which an Assessment or installment thereof has already been assessed, such Improved Lot shall be deemed assessed the amount of such Assessment or installment thereof which was assessed against Improved Lots in existence at the time of such Assessment, prorated from the date the Lot became an Improved Lot through the end of the period in question. If the payment of such Assessment or installment thereof was due at the time the Lot became an Improved Lot or prior thereto, said prorated amount thereof shall be immediately due and payable. Likewise, the amount paid with respect to · such Improved Lot based upon the Lot’s status as an Unimproved Lot, prorated from the date the Unimproved Lot became an Improved Lot to the end of the period in question, shall be credited against the amount owed as an Improved Lot. 

Section 3. SPECIAL ASSESSMENTS. The Board subject to the notice requirements set forth in Section 1 above, 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 Association Property, including the necessary fixtures and personal property related thereto, for acquiring Improvements for, or on, the Association Property, for the purpose of covering any insufficiency of assessments to fund the actual monetary needs of the Association over and above the budgeted Assessments, or for any other use or purpose deemed desirable or appropriate by the Board. “Special Assessments” shall also include any other Assessments designated as Special Assessments in the Bella Collina Documents and whether or not for a cost or expense which is included within the definition of “Operating Expenses.” Notwithstanding anything to the contrary herein contained, it is recognized and declared that Special Assessments shall be in addition to, and are not part of, any Base Lot Assessment or Lot Type Maintenance Assessment. Any Special Assessments assessed against Lots and the Owners thereof shall be paid by such Owners in addition to any other Assessments and shall be assessed in the same manner as the Base Lot Assessment. Special Assessments shall be paid in such installments or in a lump sum as the Board shall, from time to time, determine. Notwithstanding the foregoing, the levying of any Special Assessment after the Turnover Date shall require the affirmative assent of at least two-thirds (2/3) of all Owners represented in person or by proxy at a meeting called and held in accordance with the Bylaws. Prior to the Turnover Date, a DecJarant controlled Board may make a Special Assessment without such vote of the Owners. Section 4. LIABILITY OF OWNERS FOR INDIVIDUAL LOT ASSESSMENTS AND NEIGHBORHOOD ASSESSMENTS. IF ANY. By the acceptance of a deed or other instrument of conveyance of a Lot, each Owner thereof acknowledges that each Lot and the Owners thereof are jointly and severally liable for their own Base Lot Assessments, Lot Type Maintenance Assessment, Neighborhood Assessments and their applicable portion of any Special Assessments, as well as for any and all other Assessments for which they are liable, as provided

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for herein. Such Owners further recognize and covenant that they are jointly and severally liable with the Owners of all Lots for the Operating Expenses (subject to any specific limitations provided for herein such as, but not limited to, the limitation with respect to matters of Special Assessment and the limitations on the liability of Institutional Mortgagees and their successors and assigns). Accordingly, subject to such specific limitations, it is recognized and agreed by each Owner, for himself and his heirs, executors, successors and assigns, that in the event any Owner fails or refuses to pay his Base Lot Assessment, Lot Type Maintenance Assessment, or any portion thereof, or his respective portion of any Special Assessment or any other Assessment, then the other Owners may be responsible for increased Base Lot Assessments, Lot Type Maintenance Assessments, or Special Assessments or other Assessments due to the nonpayment by such other Owner, and such increased Base Lot Assessment, Lot Type Maintenance Assessment, or Special Assessment or other Assessment can and may be enforced by the Association and Declarant in the same manner as all other Assessments hereunder as provided in the Bella Collina Documents. 

Section 5. WORKING FUND CONTRIBUTION. 

  A. Each Owner who purchases a Lot from Declarant shall pay to the Association at the time legal title is conveyed to such Owner, a “Working Fund Contribution.” The Working Fund Contribution shall be an amount equal to a two months’ share of the initial estimated Base Lot Assessment applicable to the Lot at the date of conveyance of the Lot from Declarant to the initial Owner of the Lot. The purpose of the Working Fund Contribution is to assure that the Association will have cash available for initial start-up expenses, to meet unforeseen expenditures and to acquire additional equipment and services deemed necessary or desirable by the Board. Working Fund Contributions may also be used to offset Operating Expenses. Working Fund Contributions are not advance payments of Base Lot Assessments and shall have no effect on future Base Lot Assessments, nor will they be held in reserve. To further ensure that the Association will have sufficient cash available to pay for start-up expenses, Operating Expenses, Neighborhood Expenses and other expenses, Declarant may from time to time advance to the Association the Working Fund Contribution applicable to any Lot(s) prior to the time legal title to such Lot(s) is conveyed to the Owner(s) thereof In the event Declarant advances the Working Fund Contribution applicable to any Lot, then, at the time legal title to such Lot is conveyed lo the Owner thereof, the Working Fund Contribution to be paid by such Owner to the Association pursuant to this Section 5 shall be paid directly to Declarant in reimbursement of the advance, instead of to the Association.   B. Upon the resale of a Lot from an Owner to a new Owner (“Subsequent Owner”), each Subsequent Owner who purchases such a Lot shall pay to the Association at the time legal title is conveyed to such Subsequent Owner, an “Additional Reserve Fund Contribution.” The Additional Reserve Fund Contribution shall be an amount equal to a two months’ share of the annual Operating Expenses and the annual Neighborhood Expenses applicable to such Lot pursuant to the Budget in effect at the time of closing. All Additional Reserve Fund Contributions shall be deposited upon receipt by the Association in the Association reserve accounts designated by the Board from time to time for acceptance of Additional Reserve Fund Contributions. The purpose of the Additional Reserve Fund Contribution is to assure that the Association reserve accounts will have cash available to meet unforeseen reserve fund expenditures deemed necessary or desirable by the Board. Additional

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Reserve Fund Contributions may not be used to offset Operating Expenses. Additional Reserve Fund Contributions are not advance payments of Base Lot Assessments and shall have no effect on future Base Lot Assessments. lf the Subsequent Owner fails to pay the Additional Reserve Fund Contribution on acceptance of title to a Lot as required, the Association shall have the right to demand immediate payment of the unpaid Additional Reserve Fund Contribution. The Additional Reserve Fund Contribution due shall constitute a lien upon the applicable Lot and Home with the same force and effect as liens for Operating Expenses. 

Section 6. WAIVER OF USE.  No Owner, other than Declarant, may exempt himself from personal liability for Assessments duly levied by the Association. No Owner may release the Lot owned by him from the liens and charges hereof either by waiver of the use and enjoyment of the Association Property and the facilities thereon or by abandonment of his Home. 

Section 7. DATE OF COMMENCEMENT Of ASSESSMENTS: INITIAL ANNUAL ASSESSMENTS. The Assessments for each Lot shall commence on the date (“Assessment Commencement Date”) (i) with respect to Lots existing within that portion of the Committed Property more particularly described on the Bella Collina Plat recorded in Plat Book 51, Pages 31 through 49, inclusive, Public Records of the County, from and after the first conveyance of a Lot from Declarant as evidenced by the recordation of a Deed in the Public Records of the County (in the manner herein set forth); or (ii) with respect to Lots located within Bella Collina East or Bella Collina West, more particularly described on Exhibit “A” hereof, upon completion of all streets and roads providing access to the Lot and the extension of the following applicable utilities to the Lot: electricity, water, sewer, gas, telephone and 24-hour security. Assessments for each such Lot shall be adjusted according to the number of months then remaining in the fiscal year of the Association and the number of days then remaining in the month in which such Assessments commence. The initial Assessments for each Lot in each Additional Property shall be set forth in the pertinent Supplemental Declaration. Section 8. NOTICE PROCEDURES FOR PROPOSED SALE OF LOT(S). In the event·of a proposed sale of a Lot by an Owner, other than Declarant, and excluding any sale or transfer pursuant to a decree of foreclosure or pursuant to any proceeding in lieu of foreclosure, Owner shall promptly notify the Association in writing of the proposed sale within five (5) days after executing a purchase and sale agreement and provide the name and address of the proposed purchaser and the estimated closing date for the transaction. The Association shall furnish to the Owner and proposed purchaser a certificate in writing setting forth whether the Assessments have been paid. In addition, the Association shall furnish to the proposed purchaser a copy of the CC&Rs and amendments, if any. As a condition to the issuance of the aforementioned certificate and provision of Association documents, Association shall be entitled to charge and co Hect a fee from the Owner for processing any proposed sale or transfer of a Lot and such fee shall be in an amount established by the Board from time to time in its sole discretion. In the event that there are unpaid Assessments owed by the Owner, the Association shall be entitled to exercise all rights and remedies available to it for collection of the Assessments as set forth in Section 4 of Article VI herein. The Owner’s failure to pay all unpaid Assessments, and accrued interest thereon, if any, before the closing of the sale of Lot may result in the suspension of certain rights and privileges provided to the new Owner to the extent permitted by applicable law. The Association may delegate its obligation to furnish such certificate and its right to collect the fee for providing such service to a management company hired by the Association.

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Section 9. SUBORDINATlON. The lien of the Assessments provided for by these CC&Rs shall be subordinate to the lien of any mortgage or mortgages now or hereafter placed upon any of the Lots and held by a commercial or savings bank, 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; provided, however, that a sale or transfer of any of the Lots pursuant to a decree of foreclosure, or pursuant to any proceeding in lieu of foreclosure, shaH not relieve such Lot 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 Lots subject to Assessment. 

Section 10. SUBSIDY.  So long as Declarant pays the subsidy called for in this Section 10, Declarant shall be exempt from the payment of any assessments with respect to Lots owned by Declarant. Declarant covenants and agrees that, until not later than when the Declarant’s membership in the Association ceases to exist, Declarant shall pay to the Association, as incurred, the balance of the actual operating deficits (excluding the cost of funding deferred maintenance and reserve accounts) after levying and payment of assessments due from Owners other than Declarant pursuant to assessments levied by the Board pursuant to these CC&Rs. The foregoing to the contrary notwithstanding, Declarant shall not pay more than the assessments that Declarant would have been required to pay if the Declarant owned Lots were not exempt At any time, Declarant shall be entitled to terminate, by written notice to the Association, Declarant’s obligation to pay the operating deficits of the Association. Following termination or expiration of Declarant’s subsidy obligations under this paragraph, Declarant shall pay the applicable per Lot assessment for each then assessable Lot then owned by Declarant prorated for the year in which such payment commences. 

Section 11. INAPPLICABILITY OF ARTICLE TO CLUB PROPERTY AND CLUB PROPERTY OWNER. Neither the Club Property nor the Club Property Owner is subject to the provisions of this Article VII. 

ARTICLE VIII 

ARCHITECTURAL CONTROL BOARD Section 1. MEMBERS OF THE ACB. The Architectural Control Board, sometimes referred to in these CC&Rs as the “ACB,” shall be comprised of no less than three (3) members. The initial members of the ACB shall be designated by Declarant, its successors or assigns shall retain the sole right to appoint and remove all members of the ACB until the date on which a Home is initially constructed on each Lot located within the Committed Property and any Additional Property to be added by the Declarant. After completion of construction of a Home on each Lot located within the Committed Property and any Additional Property to be added by Declarant, or at such earlier time as Declarant may, at its sole option elect, the Board shall have the right to appoint a simple majority of the members of the ACB, and the Declarant shall have the right to appoint all remaining members of the ACB. 

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Each new member of the ACB appointed by the Board shall hold office until such time as he has resigned or has been removed or his successor has been appointed, as provided herein. The Board shall have the sole right to appoint and remove all members of the ACB other than those designated by the Declarant. The entity responsible for appointing a majority of the members of the ACB, whether the Declarant, its successors or assigns, or the Board, shall have the right to change the number of members on the ACB so long as there are at least three (3) members. 

The members of the ACB need not be Members of the Association or representatives of Members, and may, but need not, include architects, engineers or similar professionals, whose compensation, if any, shall be established from time to time by the Board. The Board may establish reasonable fees to be charged by the ACB for review of applications hereunder and may require such fees to be paid in advance prior to review of any application. In addition, the ACB may retain architects, engineers or other professionals to assist in the review of any application, and the ACB may charge any reasonable fees incurred for such assistance to the applicant. The ACB may also collect from applicants, prior to the commencement of any work. a deposit amount refundable in its entirely to the applicant upon applicant having complied in a satisfactory and timely manner with the requirements of ARTICLE VIII, Section 2 of these CC&Rs. The ACB shall be empowered to retain such portion of said deposit as it, in its sole discretion, shall deem appropriate as penalty for applicant’s failure to fulfill such requirements either completely or in a timely fashion. Said deposit may also be retained as compensation for any damage that owner’s construction may have caused to adjacent property. Owners shall remain responsible for said damage to the extent that retained deposit does not fully cover said damages. 

Section 2. REVIEW OF PROPOSED CONSTRUCTION. 

  A. The ACB shall approve proposed plans and specifications submitted for its approval only if it deems that the construction, alterations or additions contemplated will not be detrimental to the appearance of the surrounding area of the Committed Property as a whole, and that the appearance of any structure affected thereby will be in harmony with the surrounding structures and is otherwise desirable. The ACB may also issue rules or guidelines setting forth procedures for the submission of plans and specifications. If the proposed construction, alterations or additions are to a portion of the Improvements which the Association is obligated to maintain, said approval shall also be subject to approval by the Board. The ACB may condition its approval of proposed plans and specifications in such a manner as it deems appropriate and may require the submission of additional information prior to approving or disapproving such plans.   B. The ACB may, but shall not be required to, establish design and construction guidelines and review procedures (the “Guidelines”) to provide guidance to Owners and builders. The Guidelines shall not be the exclusive basis for decisions hereunder and compliance with the Guidelines shall not guarantee approval of an application. Any such Guidelines may contain general provisions applicable to all of the Committed Property, as well as specific provisions which vary from one portion of the Committed Property to another depending upon the location, type of construction or use, and unique characteristics of the property. It is intended that a portion of any Guidelines that is enacted will provide flexibility and substantial discretion to the ACB and that plans will be reviewed on a case-by-case basis

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with a variety of architectural styles and finishes being approved for use. Any Guidelines adopted pursuant to this Section may be amended at any time without notice in the sole discretion of the entity adopting it. 

  Declarant makes no representation, express or implied, to any Owner or any other party whatsoever with regard to the Guidelines, including, without limitation, the compliance of the Guidelines with building codes and other requirements, rules, laws and ordinances of federal, state and local governmental and quasi-governmental bodies and agencies relating to the construction of Improvements on the Lots and other activities engaged in by Featured Builders from time to time, the appropriateness of use of any substance or material required by the Guidelines, the compliance of the Guidelines with any licensing requirements imposed by federal, state and local governmental and quasi-governmental bodies and agencies from time to time, and the failure or alleged failure of the Guidelines to comply with any industry standard or any other reasonable standard or practice with respect to the work or materials used in the construction of Homes and other activities engaged in by·Owners or Featured Builder withln the Committed Property in accordance with the Guidelines. 

  C. The ACB shall have forty-five (45) days after delivery of all required materials to approve or reject any such plans and, if not approved within such forty-five (45) day period, such plans shall be deemed rejected, provided that, in any event, no such addition, construction or alteration shall be made by any Owner which is detrimental to or inconsistent with the harmony, appearance or general scheme of the Committed Property as a whole. 

  D. All Home plan submissions to the ACB shall include the site layout, exterior elevations, exterior materials and colors, landscaping, all existing trees measuring three (3) inches or more in diameter, drainage, lighting, irrigation, and other features of the proposed construction, as required by the Guidelines and as applicable, and shall provide evidence that the applicant is utilizing a builder that has been approved by the Declarant and included on the “Featured Builder List” promulgated by Declarant from time-to-time in its sole, absolute, and unfettered discretion, as a condition to the commencement of construction of any improvements on any Lot. The Guidelines shall include minimum landscaping requirements for each Lot, based on Lot type or otherwise and such provisions may require the expenditure of a minimum level of funds toward the landscaping and landscaping of each Lot   E. Declarant shall provide a list of Featured Builders to all Owners. To qualify as a Featured Builder, a builder must satisfy certain criteria and requirements established by Declarant, including, without limitation, the execution and delivery of a Featured Builder master agreement between Declarant and the Featured Builder, which may provide for the payment to Declarant by the Featured Builder of fees in Declarant’s sole, absolute and unfettered discretion. However, the criteria and requirements established by Declarant for a builder to qualify as a Featured Builder are solely for Declarant’s protection and benefit and are not intended to, and shall not be construed to, benefit any Owner or any other party whatsoever. Declarant makes no representation, express or implied, to any Owner or any other party whatsoever with regard to the Featured Builders, including, without limitation, the existence, nature and extent (including coverage amounts and deductibles) of insurance policies that may be maintained by the Featured Builders from time to time, the solvency or financial status of the Featured Builders from time to time, the nature and amount of any bonds that may be maintained

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by the Featured Builders from time to lime, the performance (or the ability to perfonn) by the Featured Builders of their contractual obligations (including any contractual obligations of any of the Featured Builders in favor of any Owner or any other party whatsoever), the compliance by the Featured Builders with building codes and other requirements, rules, laws and ordinances of federal, state and local governmental and quasi-governmental bodies and agencies relating to the construction of Improvements on the Lots and other activities engaged in by the Featured Builders from time to time, the use of any substance or material, including, without limitation, any stucco or synthetic material by the Featured Builders in connection with the construction of Improvements, the compliance by any Featured Builder with any licensing requirements imposed by federal, state and local governmental and quasi-governmental bodies and agencies from time to time, including, without limitation, the maintenance of any required builder’s and/or contractor’s license, and the failure or alleged failure of any Featured Builder to comply with any industry standard or any other reasonable standard or practice with respect to such Featured Builder’s work or materials used in the construction of houses and other activities engaged in by such Featured Builder within Bella Collina. Furthermore, neither Declarant, nor the officers, directors, members, employees, agents or affiliates of Declarant, shall have any responsibility whatsoever for any sum that any Owner or any other party may deposit with a Featured Builder, including, without limitation, any earnest money or other deposit that any Owner may deliver to a Featured BuiJder. The selection of a Featured Builder by an Owner shall be conclusive evidence that such Owner is independently satisfied with regard to any and all concerns such Owner may have about the Featured Builder’s work product and/or qualifications. Owners shall not rely on the advice or representations of Declarant or the officers, directors, members, employees, agents or affiliates of Declarant in that regard. The Declarant shall retain the sole right to include builders on the “Featured Builder List” until the completion of the initial construction of all Homes on all Unimproved Lots or at such earlier time as the Declarant may, at its sole option, elect in a written instrument executed by Declarant and recorded in the Official Records of Lake County, Florida. Thereafter, the provisions of this subsection shall automatically terminate and be of no force or effect. Until then, this subsection shall not be amended without the prior written consent of Declarant. DecJarant’s approval hereunder of any Featured Builder shall not be construed as approval or certification of the competency of the builder or adequacy of the Improvements built by such builder, it being agreed that Owner shall hold Declarant harmless from all claims and liabilities arising from use of the Featured Builder.   F. All plans and specifications submitted shall comply with (i) any Guidelines that may be in effect, (ii) all other recorded covenants, conditions and restrictions applicable to the property, including, but not limited to, these CC&Rs, (iii) all requirements of any development order concerning the property and (iv) all laws and permits. The ACB may require the submission of such additional infonna1ion as it deems necessary to consider any application. All plans that are submitted concerning the proposed construction of a Home shall include information concerning the extent of proposed clearing of the site, landscaping materials to be utilized and the amount of impervious surface to be incorporated. In addition to the ACB’s own standards of review and the general scheme of development applicable to the Committed Property at such time, all plans will be required to comply with applicable permits, regulations, development agreements and other conditions that may be imposed. In addition to other conditions that may be applicable from time to time, on the date of these CC&Rs the following standards concerning Lot and parcel clearance, landscaping and impervious surfaces are applicable: (i) for any Lot or parcel located within the initial Committed Property only, no more

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than sixty percent (60%) of any such Lot or parcel shall be cleared of its existing, natural vegetation, (ii) for any Lot or Parcel located within the initial Committed Property only, no more than thirty-five percent (35%) of any such Lot or parcel shall be covered by impervious surfaces, which shall include, but not be limited to any structure or paved areas located thereon, (iii) the portion of any Lot or parcel which is cleared and not covered by impervious surfaces shall be landscaped in accordance with approved plans, and (iv) landscaped areas that are covered by turf shall utilize zoysia sod in lieu of St. Augustine, floratam or other similar ground covers. It is contemplated that any Guidelines which are adopted will incorporate these and other standards that may be applicable from time to time. 

  G. AIl applications submitted for the proposed construction or reconstruction of a shared boat dock or boat house shall be executed by both applicable Lake Lot Owners, and shall include a dock maintenance agreement providing for such Owners’ maintenance obligations. 

  H. No landscaping or other improvements on the Lake Lots which materiaUy interfere with the view of the Lake by immediate neighbors who are also Lake Lot Owners shall be permitted. In its review of proposed plans and specifications of landscape design and materials for Lake Lots, including, but not limited to, any massed plantings, the ACB will take into consideration the effect on Lake views of such landscaping, both at the proposed time of installation and at the time when maximum growth shall have occurred. 

  l. Notwithstanding any provision in this Article to the contrary, the approval of the ACB shall not be required for any additions, changes or alterations within any Homes if such additions. changes or alterations are not visible from the outside of such Homes. All changes and alterations shall be subject, independently, to all applicable governmental laws, statutes, ordinances, rules and regulations. 

  J. Notwithstanding anything to the contrary herein contained, no construction, reconstruction, addition or alteration by Declarant shall require the prior approval or any certificate of consent of the ACB. 

  K. The ACB shall, from time to time, establish hurricane shutter specifications which comply with the applicable buBding code, and establish pennitted colors, styles, and materials for hurricane shutters. Subject to the provisions of this Article, the ACB shall approve the installation or replacement of hurricane shutters conforming with the ACB’s specifications. All shutters shall remain open unless and until a storm watch or storm warning is announced by the National Weather Center or other recognized weather forecaster. An Owner or occupant who plans to be absent during all or any portion of the hurricane season must prepare their Home prior to his or her departure by designating a responsible firm or individual to care for the Home should a hurricane threaten the Home or should the Home suffer hurricane damage, and furnishing the Association with the name(s) of such firm or individual. Such finn or individual shall be subject to the approval of the Association.   L. Notwithstanding anything to the contrary herein contained, no construction, reconstruction, addition or alteration by Club Property Owner upon the Club Property shall require the prior approval or any certificate of consent of the ACB.

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Section 3. MEETINGS OF THE ACB. The ACB shall meet from time to time as necessary to perform its duties hereunder. The ACB may from time to time, by resolution unanimously adopted in writing, designate an ACB representative (who may, but need not, be one of its members) to take any action or perform any duties for and on behalf of the ACB, except the granting of variances pursuant to Section 8 hereinbelow. In the absence of such designation, the vote of any two (2) members of the ACB shall constitute an act of the ACB. 

Section 4. NO WAIVER OF FUTURE APPROVALS. The approval of the ACB of any plans and specifications or drawings for any work performed or proposed shall not be deemed to constitute a waiver of any right to withhold approval or consent to any identical or similar proposal subsequently or additionally submitted for approval or consent, whether such submission is by that applicant or another applicant. Similarly, the denial of approval by the ACB of any plans and specifications or drawings for any work done or proposed shall not be deemed to constitute a waiver of any right to approve or consent to any identical or similar proposal subsequently or additionally submitted for approval or consent, whether such submission is by that applicant or another applicant. 

Section 5. COMPENSATION OF MEMBERS. The members of the ACB may, but need not, receive compensation for services rendered, in addition to reimbursement for expenses incurred by them in the performance of their duties hereunder as determined by the Board from time to time pursuant to Section 1 above. 

Section 6. INSPECTION OF WORK. Inspection of work and correction of defects therein shall proceed as follows: 

  A. Upon the completion of any work for which approved plans are required under this Article, the submitting party shall give written notice of completion to the ACB. 

  B. Within thirty (30) days after written notice of completion, the ACB or its duly authorized representatives may inspect such Improvement. If the ACB finds such work was not done in substantial compliance with the approved plans, it shall notify the submitting party in writing of such noncompliance within such thirty (30) day period, specifying the particulars of noncompliance, and shall require the submitting party to remedy such noncompliance.   C. If upon the expiration of fifteen (15) days from the date of such notification the submitting party shall have failed to remedy such noncompliance, notification shall be given to the Board in writing of such failure. Upon such notice, the Board shall determine whether there is a noncompliance and, if so, the nature thereof and the estimated cost of correcting or removing the same. If noncompliance exists, the submitting party shall remedy or remove the same within a period of not more than thirty (30) days from the date of announcement of the Board’s ruling. If the submitting party does not comply with the Board’s ruling within such period, the Board, at its option, may remove the Improvement, remedy the noncompliance, or proceed in court to mandate compliance and the submitting party shall reimburse the Association, upon demand, for all expenses incurred in connection therewith, including Interest and Legal Fees. lf such expenses are not promptly repaid by the submitting party to the Association, the Board shall levy an Assessment against such submitting party for

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reimbursement, and said Assessment shall constitute a lien upon the applicable Lot and Home with the same force and effect as liens for Operating Expenses. 

  D. If, for any reason, notification is not given to the submitting party of acceptance within thirty (30) days after receipt of said written notice of completion from the submitting party, the Improvement and/or alteration shall be deemed to be in compliance with said approved plans. 

Section 7. NON-LIABILITY OF ACB MEMBERS. Neither the ACB nor any member thereof, nor its duly authorized ACB representative, nor Declarant, shall be liable to the Association or to any Owner or any other person or entity for any loss, damage or injury arising out of or in any way connected with the performance of the ACB ‘s duties hereunder, unless due to the willful misconduct or bad faith of a member and only that member shall have any liability. The ACB’s review and approval or disapproval of plans submitted to it for any proposed Improvement shall be based solely on considerations of the overall benefit or detriment to the community as a whole. The ACB shall not be responsible for reviewing, nor shall its approval of any plan or design be deemed approval of, any plan or design from the standpoint of structural safety or conformance with building or other codes. Furthermore, approval by the ACB of any plans and specifications does not excuse any Owner from also receiving approvals as required by all applicable governmental agencies. 

Section 8. VARIANCE. The ACB may authorize variances from compliance with any of the architectural provisions of these CC&Rs or any Supplemental Declaration, when circumstances such as topography, natural obstructions, hardship, aesthetic or environmental considerations may require. If such variances are granted, no violation of the covenants, conditions and restrictions contained in these CC&Rs or any Supplemental Declaration shall be deemed to have occurred with respect to the Improvements for which the variance was granted. 

Section 9. INAPPLICABILITY OF ARTICLE TO CLUB PROPERTY AND CLUB PROPERTY OWNER. Notwithstanding anything to the contrary in these CC&Rs, neither the Club Property, nor the Club Property Owner shall be subject to the provisions of this Article VIII. 

ARTICLE IX

 MAINTENANCE AND REPAIR OBLIGATIONS 

  This Article sets forth the various maintenance and repair obligations of the Association and the Owners with respect to the Committed Property and the Lots and Association Property located therein. Such maintenance and repair obligations may be different than those provided in any Supplemental Declarations. 

Section 1. BY THE ASSOCIATION.   A. The Association, at its expense, shall be responsible for the maintenance, repair and replacement of all of the Improvements and facilities located upon the Association Property as otherwise provided herein. Should any incidental damage be caused to any Home by virtue of the Association’s failure to maintain the Association Property as herein required or by

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virtue of any work which may be performed or caused to be performed by the Association in the maintenance, repair or replacement of any Association Property, the Association shall, at its expense, repair such incidental damage. The Association shall not, however, be responsible for any loss of use, any hardship, an Owner’s time or any other consequential or punitive damages. 

  B. The Association shall operate, maintain and repair a water sprinkler system constructed over, through and upon the Association Property as it shaH deem appropriate. Except as provided in Section 2A of this Article IX, the Association shall be responsible for the costs of operation and maintenance of such sprinkler system, including any monthly fees and other costs of water usage and the cost of repair or replacement to all or any part thereof. There is hereby reserved in favor of the Association the right to enter upon the Association Property and any and all Lots for the purpose of operating, maintaining, repairing and replacing a water sprinkler system over, through and upon the Association Property. 

  C. The Association shall operate, maintain and repair the Drainage System constructed over, through and upon the Committed Property. There is hereby reserved in favor of the Association the right to enter upon the Association Property and the Lots for the purpose of operating, maintaining, repairing, and replacing the Drainage System over, through and upon the Committed property. The Association shall be responsible for all costs associated with all cleaning, maintenance, repairs and replacement of any portion of the Drainage System necessary to maintain the system in its original condition and use. The Association may sell, donate, or otherwise devise the Drainage System to another entity authorized by law to own and operate the Drainage System, including but not limited to governmental entities or the CDD. Any such conveyance of the Drainage System must comply with SJRWMD permits and rules. 

  D. The Association is specifically empowered to own, operate and maintain Utility Systems as defined in these CC&Rs, and to make assessments as provided in these CC&Rs and the Articles of Incorporation and Bylaws to provide for ownership, maintenance and operation of the Utility Systems, including but not limited to assessments to provide for a reasonable reserve fund for operation and maintenance of such Utility Systems. The Association may sell, donate, or otherwise devise the Utility Systems to another entity authorized by law to own and operate the Utility Systems, including but not limited to utilities certificated by the Florida Public Service Commission, governmental entities, or the CDD. 

  E. The Association shall be responsible for the maintenance, repair and replacement of all private streets located upon the Association Property and there is hereby reserved in favor of the Association the right to enter upon any and all parts of the Association Property and Lots for such purpose. To the extent permitted by the appropriate governmental authority, the Association may, but shall not be obligated to, also provide maintenance of all County, district or municipal properties which are located within or in a reasonable proximity of the Committed Properly to the extent that their deterioration or unkempt appearance would adversely affect the appearance of the Committed Property, including the right to enhance the landscaping in any public right of way.   F. The Association shall be responsible for the maintenance, repair and replacement of any street lights located in Bella Collina.

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  G. The Association shall not alter the slopes, contours, or cross sections of the Lakes, Lake banks and littoral zones or chemically, mechanically, or manually remove, damage or destroy any plants in the littoral zones except upon the written approval from the applicable governmental authority. The Association shall be responsible for maintaining the required survivorship and coverage of the planted littoral areas, to ensure the ongoing removal of prohibited and invasive non-native plant species from these areas, and to comply with all governmental regulations applicable to the Lakes, Lake banks and littoral zones. 

  H. For all Lots platted in the Bella Collina plat recorded in Plat Book 51, Pages 31 through 49, Public Records of Lake County, the Association shall maintain and care for the grassed areas located between the sidewalk in front of such Owner’s Lot and the edge of the roadway in front of such Owner’s Lot. “Maintenance and care” within the meaning of this Subsection shall include irrigating, mowing, edging, fertilizing, and spraying of lawns, and replacement of sod. All lawns shall be maintained free from unsightly bald spots or dead grass and shall be uniform in texture and appearance with surrounding lawns in Bella Collina. 

  I. For all Lots platted in the Bella Col1ina plat recorded in Plat Book 51, Pages 31 through 49, Public Records of Lake County, the Association shall maintain and care for the landscaping, if any, located between the sidewalk in front of such Owner’s Lot and the edge of the roadway in front of such Owner’s Lot. “Maintenance and care” within the meaning of this Subsection shall include irrigating, fertilizing, spraying and trimming of landscaping and replacement of same, including the replacement of any dead or dying trees, so that, at a minimum, the initial landscaping for the Lot provided by Declarant shall be maintained. 

  J. The Association, by action of its Board, may make minor and insubstantial alterations and Improvements to the Association Property having a cost not in excess of Ten Thousand Dollars ($10,000). All other alterations and Improvements must first be approved by at least two-thirds (213) of all Owners represented in person or by proxy at a meeting called and held in accordance with the Bylaws. No alteration or Improvement may be made to the Association Property which materially and adversely affects the rights of the Owner of any Lot to the enjoyment of his Lot or the Association Property unless the Owner and all mortgagees holding recorded mortgages on such Lot consent thereto in writing; provided, however, the Declarant and the Club Property Owner may alter or improve the Association Property in accordance with their rights under these CC&Rs.   K. All expenses incurred by the Association in connection with the services and maintenance described in Paragraphs A through G, inclusive, are Operating Expenses, and those described in Paragraphs H and J are Neighborhood Expenses, all payable by each Owner under the provisions of these CC&Rs concerning Assessments and Neighborhood Assessments, respectively. Should the maintenance, repair or replacement provided for in Paragraphs A through I of this Section 1 be caused by the negligence of or misuse by an Owner, his/her family, guests, servants, invitees, or lessees, such Owner shall be responsible therefor, and the Association shall have the right to levy an Assessment against such Owner’s Lot and said Assessment shall constitute a lien upon the appropriate Lot and Home with the same force and effect as liens for Operating Expenses.

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  L. The Association has a reasonable right of entry upon any Lot to make emergency repairs and to do other work reasonably necessary for the proper maintenance and operation of the Committed Property. The Board may establish rules and regulations regarding the Association’s entry upon the Lots. 

  M. The Association has a reasonable right of entry upon any Lot to remove or take down any hurricane shutters that remain on a Home after the threat of a hurricane has ended. The Board may establish rules and regulations regarding the Association’s entry upon the Lots for such purposes. 

  N. The Association shall also be responsible for maintenance, repair and replacement of property within any Neighborhood to the extent designated in any Supplemental Declaration affecting the Neighborhood. The Association may also assume maintenance responsibilities with respect to any Neighborhood in addition to those that may be designated by any Supplemental Declaration. This assumption of responsibility may take place either by agreement with the Neighborhood or because, in the opinion of the Board, the level and quality of service then being provided is not consistent with the standards promulgated by the ACB and the Bella Collina Documents. All costs of maintenance pursuant to this Paragraph shall be assessed as a Neighborhood Assessment only against the Lots within the Neighborhood to which the services are provided, unless specifically provided otherwise in a Supplemental Declaration. The provision of services in accordance with this Paragraph shall not constitute discrimination within a class. 

  O. The Association may maintain other property which it does not own, including, without limitation, property dedicated to the public, (a) if such maintenance is required by these CC&Rs, (b) if the Board determines that such maintenance is necessary or desirable to maintain the standards for Bella Collina promulgated by the ACB or to cause compliance with these CC&Rs, (c) if the maintenance is requested by an Owner or (d) if the Board determines that maintenance to any private or shared dock facility is necessary or desirable and the Board elects to perform such maintenance in lieu of enforcing the respective Owner(s)’s obligation to perform such maintenance, in which event the respective Owner(s) shall be assessed the costs incurred.   P. In order to create a consistent appearance within Bella Collina East and Bella Collina West, as more particularly described on Exhibit “A” (exclusive of the Club Property), including all landscaped and grassed areas on all Lots within Bella Collina East and Bella Collina West up to the perimeter edge of the Home, the Declarant, or Declarant’s assigns, shall approve all initial landscape design, and shall perform all initial installation of landscaping on a Lot within Bella Collina East and Bella Collina West, all of which Declarant or its assigns shall accomplish in accordance with the Guidelines, as detailed in such document and as amended from time to time. The Association will provide for all ongoing horticultural maintenance and care, with the intent of sustaining, at a minimum, the landscape quality level as established by the Declarant at the time of initial installation. All maintenance and care performed in accordance with this paragraph shall be assessed against Owners as Lot Type Maintenance Assessments and shall be consistent with the Community-Wide Standard. Landscape maintenance and care described within this paragraph will include: scheduling, checking and repairing of irrigation systems; periodic fertilization of trees, shrubs and turf areas;

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spraying of turf and landscape areas as required lo control disease or insects; pruning and trimming of trees and shrubs; mowing; edging; landscape bed maintenance and other related activities at a service level and frequency determined by the Association. Related landscape service specifications will be outlined by the Association and updated periodically in accordance with the ongoing maintenance and care needs within the Committed Property. 

  Q. As landscaping and turf areas within the Committed Property (exclusive of the Club Property), including all landscaped and turf areas on all Lots up to the perimeter of the edge of the Home, require periodic renewal or replacement due to age, effects of weather, disease, decline or other natural conditions that affect appearance and viability of plant material over time, the Association shall have the authority to arrange for plant replacement within Bella Collina East and Bella Collina West, as more particularly described on Exhibit “A” hereof, as a Lot Type Maintenance Expense. The intent is to sustain, at a minimum, the landscape quality level as established by the Declarant at the time of initial installation. ln the event that an Owner within Bella Collina East or Bella Collina West desires to amend the landscape or hardscape package initially installed on the Owner’s Lot, Owner shall be required to seek the approval of the ACB and, upon such approval, shall be required to utilize the services of a builder or landscape service company approved by Declarant. 

Section 2. BY THE OWNERS.   A. Except to the extent the Association is responsible therefore as provided in Section 1 above, the Owner of each Lot must keep and maintain his/her Lot and the improvements thereon, including equipment and appurtenances, in good order, condition and repair, and must perform promptly all maintenance and repair work within his Home which, if omitted, would adversely affect Bella Collina, the other Owners, Club Property Owner, or the Association and its Members. The Owner of each Lot shall be responsible for any damages caused by a failure to so maintain such Lot and Home. The Owners’ responsibility for maintenance, repair and replacement shall include, but not be limited to, all of the physical structure constructed in, upon or below the Lot. physical items attached or connected to such structure that run beyond the boundary line of the Lot which exclusively service or benefit the Lot and Home, and any boat dock located in whole or in part within the Owner’s Lot or adjacent to such Owner’s lakefront boundary together with any dock maintenance which an Owner is obligated to perform pursuant to any separate instrument setting forth such responsibilities. The painting, caulking and maintenance of the exterior surface of the walls, doors, windows and roof of the physical structure of the Home shall be performed by the (Avner, and the exterior surface of such walls, doors, windows and roof shall at all times be maintained in a good and serviceable condition with no damage or other defect therein by the Owner. The Owner of a Lot further agrees to pay for all utilities, such as telephone, cable television, water (including water associated with irrigation if such water is not being provided by the Association or a Neighborhood Association), sewer, sanitation, electric, etc., that may be separately billed or charged to his/her Home. The Owner of each Lot shall be responsible for insect and pest control within the Lot and Home. Whenever the maintenance, repair and replacement of any items which an Owner is obligated to maintain, repair or replace at his own expense is occasioned by any loss or damage which may be covered by any insurance maintained in force by the Association, the proceeds of the insurance received by the Association shall be used for the purpose of making such maintenance, repair or replacement, except that the Owner shall be, in said instance,

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required to pay such portion of the costs of such maintenance, repair and replacement as shall, by reason of the applicability of any deductibility provision of such insurance or otherwise, reduce the amount of the insurance proceeds applicable to such maintenance, repair or replacement. 

  B.  The Owner of each Lot shall maintain, repair and replace as needed any fencing on his/her Lot, clean, maintain and repair the driveway on his/her Lot, and keep the sidewalk located on his/her Lot clean and free from any impediments to pedestrian traffic. 

  C. The Declarant has constructed a drainage swale upon each Lot and other parcels for the purpose of managing and containing the flow of excess surface water, if any, found upon such Lot or parcel from time to time. Each Owner, including builders, shall be responsible for the maintenance, operation and repair of the drainage swales on the Lot or parcel. Maintenance, operation and repair shall mean the exercise of practices, such as mowing and erosion repair which allow the drainage swales to provide drainage, water storage, conveyance or other stormwater management capabilities as permitted by the SJRWIMD. Filling, excavation, construction of fences or otherwise obstructing the surface water flow in the drainage Swales is prohibited. No alteration of drainage swales shall be authorized and any damage to any drainage swale, whether caused by natural or human-induced phenomena, shall be repaired and the drainage swale returned to its former condition as soon as possible by the Owner(s) of the Lot and parcel(s) upon which the drainage swale is located. 

  In order to protect a number of large oak trees located on the Committed Property, the Declarant has constructed, or intends to construct, certain drainage swales that will meander around the large oak trees currently located within the platted drainage easements that run along the rear of certain Lake Lots. Such meandering swales may be more particularly described from time to time in recorded easements applicable to each such Lake Lot. Each Owner, including Builders, of a Lake Lot on which a drainage swale is constructed shall be prohibited from removing any oak trees located within the platted drainage easement. within any future recorded drainage easement, or adjacent to such easement areas, without the prior written consent of the Association and, if required by an applicable permit, the SJRWMD. 

  D. If a Home is damaged by fire or other casualty, its Owner shall properly and promptly restore it to at least as good a condition as it was before the casualty occurred. Any such work shall be in accordance with the original plans and specifications of the Home unless otherwise authorized by the ACB and shall be otherwise subject to all provisions of Article VIII hereof. 

  E. Each Owner shall keep his Home insured in an amount not less than its full insurable value against loss or damage by fire or other hazards. Evidence of such coverage shall be furnished to the Association promptly upon the Board’s request.   F. If an Owner fails to comply with the foregoing provisions of this Section 2, the Association may proceed in court to enjoin compliance. Further, if the failure to comply relates to the Owner’s obligations to maintain insurance, the Association shall be entitled, although not obligated, to obtain the required coverage itself and to levy on the offending Owner an Assessment equal to the cost of premiums, and any such Assessment shall constitute a lien

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upon the applicable Lot and Home with the same force and effect as a lien for Operating Expenses.

  G. If a failure to comply with the provisions of this Section 2 relates to the Owner’s obligation to maintain his/her Home or any other area required to be maintained by the Owner, then, in addition to the exercise of all other remedies, the Association or Declarant shall have the right but not the obligation, upon fifteen (15) days written notice, to enter the property of the Owner for the purpose of performing the maintenance referred to, set forth and described in the notice. The determination of whether an Owner is failing to properly maintain and care for the property for which he has the maintenance responsibility shall be determined in the sole discretion of the Association or Declarant. Further, the Association shall be entitled, but not obligated, to perform such maintenance and care itself and to levy on the offending Owner an Assessment equal to the cost of performing such maintenance and any such Assessment shall constitute a lien upon the applicable Lot and Home with the same force and effect as a lien for Operating Expenses. 

Section 3. DAMAGE TO BUILDINGS. The Owner of any Home which has suffered damage may apply to the ACB for approval for reconstruction, rebuilding. or repair of the Improvements therein. The ACB shall grant such approval only if, upon completion of the work, the exterior appearance will be substantially similar to that which existed prior to the date of the casualty; provided, however, nothing shall prohibit the ACB from approving reconstruction, rebuilding, or repair that would result in an exterior appearance not substantially similar to that which existed prior to the date of the casualty if an Owner pursues the complete ACB application, review and approval process set forth for Article VIII of these CC&Rs. If the obligation for repair falls upon the Association, the ACB approval will not be required prior to the commencement of such work, so long as the exterior appearance will be substantially similar to that which existed prior to the date of the casualty. 

  The owner or owners of any damaged building, the Association, and the ACB shall be obligated to proceed with all due diligence hereunder and the responsible parties shall commence reconstruction within three (3) months after the damage occurs and complete reconstruction within one (1) year after the damage occurs, unless prevented by causes beyond his or its reasonable control. 

  Declarant shall be exempt from the provisions of this Section 3, provided that any such reconstruction, rebuilding or repairs made by the Declarant shall be consistent, as to the exterior appearance, with the Improvements as they existed prior to the damage or other casualty, unless otherwise approved by the ACB. 

ARTICLE X 

USE RESTRICTIONS   All of the Committed Property shall be held, used, and enjoyed subject to the following limitations and restrictions, and any and all additional rules and regulations which may. from time to time, be adopted by the Association:

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Section 1. ENFORCEMENT. Failure of an Owner to comply with any limitations or restrictions in these CC&Rs or any of the Bella Collina Documents or with any rules and regulations promulgated by the Association shall be grounds for action which may include, without limitation, an action to recover sums due for damages, injunctive relief, or any combination thereof.

  In addition to all other remedies, the Association may suspend, for a reasonable period of time, the rights of any or all of an Owner or an Owner’s tenants, guests or invitees to use Association Property and facilities; may suspend the voting rights of an Owner if such Owner is delinquent in payment of assessments for more than ninety (90) days; and may levy reasonable fines against any Owner or any Owner’s lessee, guest or invitee for failure of such Owner, his family, guests, invitees, lessees or employees to comply with any of the Bella Collina Documents, provided applicable laws and the following procedures are adhered to: 

  A. Notice. The Association shall notify the Owner in writing of the noncompliance and set forth the corrective action to be taken. A fine or suspension of use rights may not be imposed without notice of at least fourteen (14) days to the Owner sought to be fined or suspended and an opportunity for a hearing before a committee of at least three (3) members appointed by the 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 of the Association. If the committee, by majority vote, does not approve a proposed fine or suspension, it may not be imposed. At the Association’s option, any fine may be levied on a daily basis in the event of a continuing violation without the necessity of a new hearing and without any limitation on the amount of such fine. 

  B. Hearing. Should the Owner still be in noncompliance, the noncompliance shall be presented to the Board after which the Board shall hear reasons why a fine should or should not be imposed. A written decision of the Board shall be submitted to the Owner, as applicable, not later than (21) days after said meeting. 

  C. Pavment. A fine shall be paid not later than thirty (30) days after notice of the imposition of the fine. 

  D. Fines. A fine shall be treated as an Assessment subject to the provisions of the collection of Assessments as otherwise set forth herein, and shall constitute a lien upon the applicable Lot and Home, with the same force and effect as a lien for Operating Expenses. All monies received from fines shall be allocated as directed by the Board, subject always to the provisions of these CC&Rs. 

  E. Failure to Pay Assessments. Notice and Hearing as provided in Subparagraphs A and B above shall not be required with respect to the imposition of suspension of use rights or fines upon any Owner because such Owner’s failure to pay Assessments or other charges when due.   F. Access. Suspension of use rights to Association Property shall not impair the right of an Owner or tenant of a Lot and/or Home to have vehicular and pedestrian ingress to and egress from such Lot and/or Home, including, but not limited to, the right to park.

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Section 2. NUISANCES. No obnoxious or offensive activity shall be carried on or about the Lots or in or about any Improvements, Homes, or on any portion of Bella Collina nor shall anything be done therein which may be or become an unreasonable annoyance or a nuisance to any Owner. No use or practice shall be allowed in or around the Homes which is a source of annoyance to Owners or occupants of Homes or which interferes with the peaceful possession or proper use of the Homes or the surrounding areas. No loud noises or noxious odors shall be permitted in any Improvements, Homes or Lots. Without limiting the generality of any of the foregoing provisions, no horns, whistles, bells or other sound devices (other than security devices used exclusively for security purposes), noisy or smoky vehicles, unlicensed off-road motor vehicles or any items which may unreasonably interfere with television or radio reception of any Owner shall be located, used or placed on any Lot, or exposed to the view of other Owners without the prior written approval of the Board. 

Section 3. PARKING AND VEHICULAR RESTRICTIONS. Parking upon the Committed Property shall be restricted to the drive and garage located upon each Lot and designated parking areas within the Association Property. No parking on the streets or swales is permitted. No Owner shall keep any vehicle on any Lot which is deemed to be a nuisance by the Board. No Owner shall conduct repairs taking more than twenty-four (24) hours (except in an emergency or except within the garage of the Home with the garage door closed) or restorations of any motor vehicle, boat, trailer, or other vehicle upon any Lot. No commercial vehicle, trailer, boat or boat trailer may be parked or stored on the Committed Property except in the garage of a Home located upon a Lot. No bus or tractor-trailer or any other truck larger than a full-size pickup truck may be parked on the Committed Property, except temporarily as in the case of a moving van or other such vehicle necessary to provide service to an Owner and with the exception of any vehicles necessary for any construction activity being performed by or on behalf of Declarant. 

Section 4. NO IMPROPER USE. No improper, offensive, hazardous or unlawful use shall be made of any Home nor shall anything be done thereon tending to cause embarrassment, discomfort, annoyance or nuisance to any person using any portion of the Committed Property. No activity shall be conducted in any Home that involves the production or distribution by any means, whether electronic or otherwise, of pornographic, adult, nude or sexually oriented or explicit materials, content or entertainment. All valid laws, zoning ordinances and regulations of all governmental bodies having jurisdiction thereover shall be observed. Violations of laws, orders, rules, regulations or requirements of any governmental agency having jurisdiction thereover relating to any Home or Lot shall be corrected by, and at the sole expense of, the Home’s or Lot’s owner. Section 5. LEASES. No portion of a Home (other than an entire Home) may be rented. Single-family homes may be rented for no less than one (1) month and no more than once per year. Declarant reserves the right to place different leasing restrictions on other property submitted to these CC&Rs. AU leases shall provide that the Association shall have the right to terminate the lease upon default by the tenant in observing any of the provisions of these CC&Rs, the Articles, the Bylaws, applicable rules and regulations, or of any other agreement, document or instrument governing the Lots or Homes. The owner of a leased Home shall be jointly and severally liable with his tenant for compliance with the Bella Collina Documents and to the Association to pay any claim for injury or damage to property caused by the negligence of

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the tenant. Every lease shall be subordinated to any lien fi1ed by the Association whether before or after such lease was entered into. 

Section 6. ANIMALS AND PETS. Only common domesticated household pets may be kept on any Lot or in a Home, but in no event for the purpose of breeding or for any commercial purposes whatsoever. No other animals, livestock, reptiles or poultry of any kind shall be kept, raised, bred or maintained on any portion of the Committed Property. Permitted pets shall only be kept subject to and in accordance with such rules and regulations as shall be promulgated from time to time by the Board. Under no circumstances may a pit bull be permitted on the Committed Property. Any pet must be carried or kept on a leash when outside of a Home or fenced-in area. No pet shall be kept tied up outside of a Home or in any screened porch or patio, unless someone is present in the Home. An Owner shall immediately pick up and remove any solid animal waste deposited by his pet on the Committed Property. An Owner is responsible for the cost of repair or replacement of any Association Property damaged by his pet. Each Owner who determines to keep a pet thereby agrees to indemnify the Association and Declarant and hold them harmless against any loss or liability of any kind or character whatsoever arising from or growing out of his having any animal on the Committed Property. 

Section 7. WILDLIFE. SUBSTANTIAL WILDLIFE EXISTS WITHIN BELLA COLLINA, INCLUDING, BUT NOT LIMITED TO, GOPHER TORTOISES, ALLIGATORS, ARMADILLOS, FISH, SNAKES, SQUIRRELS, AND RACCOONS. SUCH WILDLIFE MAY EXIST BOTH IN AREAS DESIGNATED AS SPECIAL PRESERVATION AREAS AND THROUGHOUT BELLA COLLINA, SOME OF WHICH WILDLIFE MAY BE DANGEROUS. NO OWNERS, RESIDENTS, OR THEIR GUESTS SHALL HARASS, HARM, PURSUE, HUNT, SHOOT, WOUND, KILL, TRAP, CAPTURE, OR COLLECT ANY WILDLIFE WITHIN BELLA COLLINA. FISHING ACTIVITIES UNDERTAKEN CONSISTENT WITH THESE CC&RS SHALL BE EXEMPT FROM THIS PARAGRAPH. 

Section 8. ADDITIONS AND ALTERATIONS. No Home shall be enlarged by any addition thereto or to any part thereof, and no Owner shall make any improvement, addition, or alteration to the exterior of his Home, including, without limitation, the painting, staining. or varnishing of the exterior of the Home, including doors, garage doors, driveways and walkways, without the prior written approval of (i) the ACB as set forth in Article VIII of these CC&Rs, which approval may be withheld for purely aesthetic reasons, and (ii) all applicable governmental entities. 

Section 9. INCREASE IN INSURANCE RATES. No Owner may engage in any action which may reasonably be expected to result in an increase in the rate of any insurance policy or policies covering or with respect to any portion of the Committed Property not owned by such Owner. Section 10. SLOPES AND TREES. No Owner may engage in any activity which will change the slope or drainage of a Lot. No additional trees are permitted to be planted on the Committed Property without the prior written consent of Declarant for as long as Declarant owns a Lot, and thereafter without the prior written consent of the ACB.

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Section 11. SIGNS. No sign, display, poster, or other advertising device of any kind may be displayed in public view from any portion of any building, vehicle or other Improvement in the Committed Property without the prior written consent of the Board. Signs, regardless of size, used by Declarant, its successors or assigns, for advertising during the construction and sale period of Bella Collina or other communities developed and/or marketed by Declarant or its affiliates and other signs authorized by Declarant shall be exempt from this Section. Such sign or signs as Declarant may be required to erect under the terms of an Institutional Mortgage shall be exempt from this Section. 

Section 12. TRASH AND OTHER MATERIALS. No rubbish, trash, garbage, refuse, or other waste material shall be kept or permitted on the Lots and/or Association Property, or other portions of the Committed Property, except in sanitary, self-locking containers located in appropriate areas, and no odor shall be permitted to arise therefrom so as to render the Committed Property or any portion thereof unsanitary, offensive, detrimental or a nuisance to Owners or to any other property in the vicinity thereof or to its occupants. No clothing or other household items shall be hung, dried, or aired in such a way as to be visible from the Association Property or another Lot. No stripped vehicles, lumber or other building materials, grass, tree clippings, metals, scrap, automobile pieces or parts, refuse, or trash shall be stored or allowed to accumulate on any portion of the Committed Property (except when accumulated during construction by Declarant, during construction approved by the ACB, or when accumulated by the Association for imminent pick-up and discard). 

Section 13. TEMPORARY STRUCTURES. No tent, shack, shed or other temporary building or Improvement, other than separate construction and sales trailers to be used by Declarant, its agents and contractors, for the construction, service and sale of Bella Collina or other communities, shall be placed upon any portion of the Committed Property, either temporarily or permanently. No trailer, motor home or recreational vehicle shall be: (a) used as a residence, either temporarily or permanently, or (b) parked upon the Committed Property. 

Section 14. OIL AND MINING OPERATIONS. No oil drilling, oil development operations, oil refining, boning or mining operations of any kind shall be permitted upon or on any Lot nor shall oil wells, tanks, tunnels, mineral excavations or shafts be permitted upon or in any Lot. No derrick or other structure designed for use in boring for oil or natural gas shall be erected, maintained or permitted upon any Lot. 

Section 15. SEWAGE DISPOSAL. No individual sewage disposal system shall be permitted on any part of the Committed Property, provided that a central sewage disposal system is being operated in accordance with the requirements of the governmental regulatory body having jurisdiction over said central system. 

Section 16. WATER SUPPLY. No individual water supply system shall be permitted on any part of the Committed Property, provided that a central water supply system is being operated in accordance with requirements of the governmental body having jurisdiction over said central system. Section 17. FENCES. Any fence placed upon any Lot must be approved by the ACB, as provided in Article VIII hereof, prior to installation. Jn no event may a fence be placed in the

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area between the front of a Home and the Street, Drive, Road or Roadway at the front of the Lot on which the Horne is situated. The Owner assumes complete responsibility to maintain the fence, including, but not limited to, trimming any grass, ivy or other plants from the fence. In the event the ACB approves the installation of a fence, it shall also have the right to require installation of landscaping, also subject to the ACB’s approval, at the time the fence is installed.

  Notwithstanding that an Owner has obtained the approval of the ACB to install a fence or landscape materials, as provided hereinabove, such installation shall be at the Owner’s sole risk so long as Declarant has not yet begun or is engaged in the construction of a Home on an adjacent Lot. In the event such construction activity on an adjacent Lot causes damage to or destruction of such Owner’s fence or landscape materials or any part thereof, the Owner on whose Lot the fence and/or landscaping has been damaged shall be required, at the Owner’s expense, to repair or replace such fence and/or landscape materials in conformance with the requirements of the ACB’s approval of the initial installation of the fence and/or landscape materials and Declarant shall have no liability for any such damage or destruction. Such repair or replacement shall commence as soon as construction on the adjacent Lot has been completed and shall be pursued with due diligence. For purposes of this paragraph, the term “landscape materials” shall include landscape materials located on or adjacent to any property line of a Lot, including, by way of example and not of limitation, hedges, shrubs and trees, whether associated with a fence or not.

 In addition, the installation of any fence placed upon any Lot is subject to casements which run with the· land. In the event the grantee of any such easement which runs with the land (i.e., FPL), its successors and/or assigns, requires the removal of any fence upon the Lot, then the Owner of said Lot shall, at the Owner’s sole cost and expense, immediately remove the fence. The Owner of a Lot in installing any fence upon the Lot shall comply with all valid laws, zoning ordinances and regulations of the city and County governmental bodies, as applicable, in addition to the ACB approval required by Article VIII hereof Section 18. ANTENNAE AND SATELLITE DISHES. No exterior antennas, aerials, satellite dishes, or other apparatus for the transmission or reception of television, radio, satellite, or other signals of any kind may be allowed on the Committed Properties (excluding the Club Property), except (i) as may be provided by the Declarant, or the ACB for the benefit and use of the Committed Properties; (ii) if such apparatus is completely contained within the Home so as not to be visible from outside the Home; (iii) if such apparatus is specifically covered by 47 C.F.R. Part 1, Subpart S, Section 1.4000, as amended, promulgated under the Telecommunications Act of 1996, as amended from time to time, and approved for installation by the ACB, or (iv) that one such apparatus measuring no more than twenty-four (24) inches in diameter may be affixed to the exterior of a Home in a location designated by the ACB for the installation of such apparatus; or, if the ACB is unable to designate an appropriate installation location, on the Owner’s Home in the best location that allows for acceptable reception yet maximwn aesthetic compatibility with the surrounding environment. The Board shall have the right to grant easements from time to time across the Committed Property to facilitate the installation of the apparatus in the most aesthetically compatible location on the Lot. If an Owner elects to avail himself of section (iv) or (v) in the prior sentence. the Owner will be required to paint the apparatus to match the exterior paint color of the Home, as applicable, if such painting does not void any warranty on the apparatus. In addition, the Board may adopt rules requiring plants to

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be placed around the apparatus or some other means of obscuring the apparatus from the view of other owners or persons on the ground. No electrical or other equipment may be operated on the Committed Property which interferes with television signal reception. The Board is empowered to adopt roles governing the types of antennae, and restrictions relating to safety, location and maintenance of antennae. The Board, subject to the provisions of 47 C.F.R. Part 1, Subpart S, Section 1.4000, as amended, promulgated under the Telecommunications Act of 1996, as amended from time to time may adopt and enforce reasonable rules limiting installation of permissible dishes or antennae to locations not visible from the street or neighboring properties, and integrated with a Home and surrounding landscape, to the extent that installation of the apparatus and the reception of an acceptable signal would not be unlawfully impaired by such rules. Antennae shall be installed in compliance with all federal, state and local laws and regulations, including zoning, land use and building regulations. The provisions of this Section are intended to protect residents from unreasonable interference with television reception, electronic devices, and the operation of home appliances, which is sometimes caused by the operation of ham radios, CB base stations or other high-powered broadcasting equipment. 

Section 19. CONSTRUCTION REQUIREMENT. 

  A. Construction and completion of any and all improvements shall be performed and completed by Owner at its sole cost and expense in substantial conformance, in all material respects, with the plans approved by the ACB (“Approved Plans”) therefore, by a builder on the Featured Builder List.

  B. For purposes of this Section, “Completion of Construction” shall have occurred only upon the satisfaction of the following conditions: (i) the Improvements, including, without limitation, all equipment, fittings and fixtures and an exterior painting, landscaping, patios and driveways required to be installed pursuant to the Approved Plans, shall have been substantially completed and installed in substantial conformance, in all material respects, with the Approved Plans therefore, as certified by the architect, engfoeer, or architectural or engineering firm responsible for the creation of the Approved Plans; (ii) permanent certificate(s) of occupancy for the improvements shall have been issued by the appropriate governmental authorities to Owner, and a copy thereof delivered to Declarant, and all other certificates, licenses, permits, authorizations, consents and approvals necessary for the full use and occupancy of the Improvements for their intended purposes shall have been issued by the appropriate govenunental authority to Owner, and a copy thereof delivered to Declarant; and (iii) Owner shall have caused to be deJivered to Declarant a written certificate from its architect or engineer (the “Completion Certificate”) to the effect that the construction of the lmprovements, including. without limitation, all equipment, fittings and fixtures required to be installed pursuant to the Approved Plans. have been substantially completed and installed in substantial conformance, in all material respects, with the Approved Plans and in accordance with all applicable laws relating to the construction of the Improvements, and that direct connection has been made to all abutting public utilities (including water, electricity, storm and sanitary sewer and telephone).   C. For purposes of this Section, “Commencement of Construction” or “Commence Construction” shall mean that (a) a building permit has been issued for the Home by the appropriate jurisdiction; (b) construction of the Home has physically commenced beyond site

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preparation; and (c) the Home’s slab and foundation have been inspected.

  D. Repurchase. 

  1. Bella Collina. For Lots located within the portion of the Bella Collina property more particularly described on the Bella Collina Plat recorded in Plat Book 51, Pages 31 through 49, inclusive, of the Public Records of the County, Declarant shall have the right to repurchase (“Repurchase”), unless specifically waived or modified in writing by Declarant, any Unimproved Lot upon the failure of the Owner to Commence Construction within two (2) years after the transfer of the Unimproved Lot to the Owner by Declarant (the “Initial Transfer”) or upon the Owner’s failure to attain Completion of Construction on the Lot within three and one-half (3Y2) years after the Initial Transfer. 

  2. Bella Collina East or Bella Collina West. For Lots in Bella Collina East or Bella Collina West, as more particularly described on Exhibit “A” hereof, Declarant shall have the right to Repurchase, unless specifically waived or modified in writing by Declarant, any Unimproved Lot upon the failure of the Owner to Commence Construction within twentyfour (24) months after the Assessment Commencement Date as defined in and provided for by Section 7 of Article VII herein or upon the Owner’s failure to attain Completion of Construction on the Lot within eighteen (18) months after the expiration of the aforementioned twenty-four (24) month period. Notwithstanding anything herein to the contrary, in no event shall the initial twenty-four (24) month period be deemed to commence until the County issues a notice of satisfactory completion of infrastructure for the Lot or such other approval or consent that would permit the City to issue a building permit for a Home. The time periods established in this paragraph shall not be tolled by the further conveyance of the Lot from the initial Owner to a subsequent Owner. 

3. Such time periods for Commencement of Construction and Completion of Construction may be extended by Declarant in its sole discretion with respect to any Unimproved Lot by recorded instrument or contract. In the event that Declarant exercises its right to Repurchase an Unimproved Lot due to failure to timely (i) Commence Construction or (ii) attain Completion of Construction in accordance with this section, the repurchase price (”Repurchase Price”) shall equal eighty percent (80%) of the purchase price paid by the then current Owner plus the actual cost of improvements made to such Lot by or on behalf of such Owner and its successors-in-title, if any. Such costs shall be documented by invoices submitted to Declarant and shall not include any interest charges, other loan fees or carrying charges, costs associated with the repurchase, attorneys’ fees, personal expenses of Owner or its successors-intitle. In order to exercise its Repurchase rights under this subsection (the “Exercise”), Declarant shall deliver its written notice of Exercise to Owner, together with Declarant’s calculation of the Repurchase Price. Such notice shall be given no later than ninety (90) days following the expiration of either the period to Commence Construction or the period to achieve Completion of Construction, as applicable. The failure of Declarant to exercise its right to Repurchase because of an Owner’s failure to timely achieve Commencement of Construction or Completion of Construction shall not be deemed a waiver of Declarant’s right to Repurchase. The failure of Declarant to insist upon strict compliance by an Owner with the time frames set forth in this subsection or to exercise its right to Repurchase against an Owner shall not be deemed a waiver ofDeclarant’s right to Repurchase against any other Owner.

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  4. The closing on the Repurchase pursuant to this subsection shall take place within thirty (30) days after the Declarant’s notice above. Owner shall transfer the Lot by a deed in the same form (including warranties) and containing only those title exceptions as were contained in the original deed executed by Declarant to the initial Owner of the Lot. Owner shall be obligated to pay any and all outstanding assessments or other charges due and owing under these CC&Rs and shall cure or cause to be cured all title defects or exceptions not existing at the time of the transfer of the Lots to the initial Owner by the Declarant Real estate ad valorem truces and prepaid assessments shall be prorated as of the date of closing. All expenses related to any such repurchase shall be paid by the Owner. In the event that there are insufficient dosing proceeds to cover all of the Owner’s obligations pursuant to these CC&Rs (the unpaid amounts hereinafter, the “Deficiency”), Declarant shall have the right but not the obligation to take the Home subject to such liens which are not paid from the closing proceeds and to obtain and record a judgment against the Owner in the amount of the Deficiency which amount shall bear interest from the date of closing until paid. 

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clubs comprised of a trust, corporation, cooperative, limited liability company, partnership, equity plan, non-equity plan, membership program, or any such other similar programs, structures, schemes, devices or plans of any kind (a) shall be created, established, operated or maintained with respect to the Committed Property or the Lots, (b) shall acquire or accommodate a Home or Lots, and (c) shall not be permitted to incorporate a Home or Lot into such entity, program, structure, scheme, device or plan, except by the Declarant or except with the prior written authorization from the Declarant, which authorization may be given or withheld in the Declarant’s sole and absolute discretion, and which authorization shall be evidenced by a Supplemental Declaration executed by the Declarant, recorded in the Public Records, and containing a reference to these CC&Rs and this Section.

 Section 22. CONSUMPTIVE USE PERMIT. The Association shall also be responsible for compliance with Consumptive Use Permit Number 50115, a copy of which is attached hereto as Exhibit “G” and any successor consumptive use permits regarding the Committed Property issued by SJRWMD in matters regarding the consumptive use of water within and upon the Committed Property (“Consumptive Use Permits”). In furtherance hereof, the Board shall have the right, from time to time. to establish and enforce water conservation requirements for all water usage by Owners of Lots in Bella Collina. A copy of the initial water conservation requirements adopted by the Board is attached hereto as Exhibit “H”. 

SJRWMD IS PRESENTLY THE GOVERNING AGENCY IN CHARGE OF REGULATING WATER USAGE WITHIN BELLA COLLINA. IN AN EFFORT TO CONSERVE WATER, SJRWMD HAS ESTABLISHED WATER CONSERVATION REQUIREMENTS FOR ALL WATER USAGE WITHIN THE COMMUNITY. IN ORDER TO ENFORCE THESE REQUIREMENTS, WHICH MAY BE SET FORTH IN ONE OR MORE CONSUMPTIVE USE PERMITS ISSUED BY SJRWMD, THE ASSOCIATION HAS DEVELOPED CONDITIONS AND RESTRICTIONS FOR WATER USAGE BY COMMUNITY RESIDENTS. IF A HOMEOWNER FAILS TO COMPLY WITH THESE CONDITIONS AND RESTRICTIONS, THEN THE WATER SERVICE TO THAT HOMEOWNER’S PROPERTY SHALL BE TERMINATED AND SHALL REMAIN TERMINATED UNTIL TiiE HOMEOWNER COMPLIES WITH ALL CONDITIONS AND RESTRICTIONS. PLEASE SEE EXHIBITS “G” AND “H” ATTACHED TO THESE CC&Rs FOR THE CONSUMPTIVE USE PERMIT AND THE PRESENT BELLA COLLINA WATER CONSERVATION REQUIREMENTS. Section 23. APPLICABILITY OF ARTICLE. The restrictions and limitations set forth in this Article X shall not apply to the Club Property Owner, Declarant, Lots owned by the Declarant, or to the Club Property; however, Declarant and Club Property Owner shall each be entitled to injunctive relief for any actual or threatened interference with their respective rights under this Article X in addition to whatever remedies at law to which they might be entitled. Although the Club Property is not subject to this Article, it is specifically recognized that the Club Property Owner and the Club Property are benefited by the compliance of the Committed Property (exclusive of the Club Property) with the provisions of this Article. The Club Property Owner is empowered to bring an action for specific performance or other appropriate legal action against any Owner that fails to comply with the Owner’s obligations under this Article X.

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ARTICLE XI 

DAMAGE OR DESTRUCTION TO ASSOCIATION PROPERTY 

  Damage to or destruction of all or any portion of the Association Property shall, notwithstanding any provision in these CC&Rs to the contrary, be handled as follows: 

  A. If insurance proceeds are sufficient to effect total restoration of damaged or destroyed Association Property, then the Association shall cause such Association Property to be repaired and reconstructed substantially as it previously existed.

  B. lf insurance proceeds are insufficient to effect total restoration, and the cost of restoration exceeds such proceeds by Twenty-Five Thousand Dollars ($25,000.00) or Jess, then the Association shall cause the Association Property to be repaired and reconstructed substan1ially as it previously existed and the difference between the insurance proceeds and the actual cost shall be levied as a Special Assessment proportionately against each of the Lots in accordance with the provisions of Articles VI and Vll herein.

  C. If the insurance proceeds are insufficient to effect total restoration and the cost of restoration of the Association Property exceeds said proceeds by over Twenty·Five Thousand Dollars ($25,000.00), then by the written consent or vote of a majority of the voting interests, they shall determine whether: (a) to rebuild and restore either: (i) in substantially the same manner as the Improvements existed prior to the damage or destruction; or (ii) in a manner less expensive, and in the event of (i) or (ii) to raise the necessary rebuilding and restoration funds by levying pro rata restoration and construction Special Assessments against all Lots; or (b) to not rebuild and to retain available insurance proceeds. In the event it is decided that the damaged or destroyed Association Property shall not be rebuilt, the remains of any structure or structures shall be lorn down and hauled away, so as not to be a safety hazard or visual nuisance, and the land shall be fully sodded and landscaped or otherwise treated in an attractive manner. Notwithstanding anything contained herein to the contrary, any decision not to rebuild or to rebuild in a manner which would result in a change in the Improvements on the Association Property shall not be effective without the prior written approval of Declarant as long as Declarant owns any portion of the Committed Property.

  D. Each Owner shall be liable to the Association for any damage to the Association Property not fully covered or collected by insurance which may be sustained by reason of the negligence or willful misconduct of said Owner or of his family, lessees, invitees and guests, both minors and adults.   E. In the event that the repairs and replacements were paid for by any Special Assessments as well as insurance proceeds and regular Assessments, then, if after the completion of and payment for the repair, replacement, construction or reconstruction there shall remain any excess in the hands of the Association, it shall be presumed that the monies disbursed in payment of any repair, replacement, construction and reconstruction were first disbursed from insurance proceeds and regular Assessments and any remaining funds shall be deemed to be the remaining Special Assessments which shall be returned to the Owners by means of a pro rata distribution in accordance with the collection of such Special Assessments.

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ARTICLE XII

 INSURANCE AND CONDEMNATION 

The Association shall purchase and maintain the following insurance coverages subject to the following provisions, and the cost of the premiums therefor shall be a part of the Operating Expenses: 

Section 1. CASUALTY INSURANCE. Property and casualty insurance in an amount equal to the then full replacement cost, exclusive of land, foundation, excavation and other items normally excluded from such coverage, of alI Improvements and personal property which are owned by the Association and now or hereafter located upon the Association Property, which insurance shall afford protection against such risks, if any, as shall customarily be covered with respect to areas similar to the Association Property in developments similar to Bella Collina in construction, location and use.

 Section 2. PUBLIC LIABILITY INSURANCE. A comprehensive policy of public Hability insurance naming the Association and, until completion of construction of a Home on each Lot located within the Committed Property, Declarant as named insureds thereof insuring against any and all claims or demands made by any person or persons whomsoever for personal injuries or property damage received in connection with, or arising from, the operation, maintenance and use of the Association Property and any Improvements located thereon, and for any other risks insured against by such policies with limits of not less than One Million Dollars ($1,000,000.00) for damages incurred or claimed by any one person for any one occurrence; not less than Three Million Dollars ($3,000,000.00) for damages incurred or claimed by more than one person for any one occurrence; and for not less than Fifty Thousand Dollars ($50,000.00) property damage per occurrence with no separate limits stated for the number of claims. The Association may also obtain worker’s compensation insurance and other liability insurance including, but not limited to, insurance for lawsuits related to employment contracts in which the Association is a party, as it may deem desirable. 

Section 3. FIDELITY COVERAGE. Adequate fidelity coverage to protect against dishonest acts of the officers and employees of the Association and the Board and all others who handle and are responsible for handling funds of the Association shall be maintained in the form of fidelity bonds, which requirements shall be reasonably determined by the Board. 

Section 4. DIRECTORS’ COVERAGE. Adequate directors’ and officers’ liability coverage, which coverage shalt be effective from and after the date the Association is created. 

Section 5. OTHER INSURANCE. The Board may obtain such other forms of insurance as the Board may determine and in such coverage amounts as the Board shall determine to be required or beneficial for the protection or preservation of the Association Property and any improvements now or hereafter located thereon or in the best interests of the Association and/or its officers and directors. Section 6. CANCELLATION OR MODIFICATION. All insurance policies purchased by the Association shall provide that they may not be canceled (including for nonpayment of

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premiums) or substantially modified without at least ten (10) days prior written notice to the Association and to each first mortgage holder, if any, named in the mortgage clause. 

Section 7. FLOOD INSURANCE. If determined appropriate by the Board or if required by an Institutional Mortgagee, a master or blanket policy of flood insurance covering the Association Property, if available under the National Flood Insurance Program, shall be purchased, which flood insurance shall be in the form of a standard policy issued by a member of the National Flood Insurers Association, and the amount of the coverage of such insurance shall be the lesser of the maximum amount of flood insurance available under such program, or one hundred percent (100%) of the current replacement cost of all buildings and other insurable property located in the flood hazard area. 

Section 8. CONDEMNATION. In the event the Association receives any award or payment arising from the taking of any Association Property or any part thereof as a result of the exercise of the right of condemnation or eminent domain, the net proceeds thereof shall first be applied to the restoration of such taken areas and improvements thereon to the extent deemed advisable by the Board and approved by at least two-thirds (2/3) of the tota1 voting interests, and the remaining balance thereof, if any, shalL then be distributed pro rata to Owners and mortgagees of Lots as their respective interests may appear. 

Section 9. WANER OF SUBROGATION. As to each policy of insurance maintained by the Association which will not be voided or impaired thereby, the Association hereby waives and releases all claims against the Board, the Owners, the Declarant and the agents and employees of each of the foregoing, with respect to any loss covered by such insurance, whether or not caused by negligence of or breach of any agreement of said persons, but only to the extent that such insurance proceeds are received in compensation for such loss. 

ARTICLE XIII 

GENERAL PROVISIONS 

Section 1. CONFLICT WITH OTHER BELLA COLLINA DOCUMENTS. In the event of any conflict between the provisions hereof and the provisions of the Articles and/or Bylaws and/or rules and regulations promulgated by the Association, the provisions of these CC&Rs shall control. Section 2. NOTICES. Any notice or other communication required or permitted to be given or delivered hereunder shall be deemed properly given and delivered upon the mailing thereof by United States mail, postage prepaid, to: (i) each Owner, at the United States address of the person whose name appears as the Owner on the records of the Association at the time of such mailing and, in the absence of any specific address, at the address of the Home owned by such Owner; (ii) the Association, certified mail, return receipt requested, at 215 Celebration Place, Suite 200, Celebration, FL 34747 or such other address as the Association shall hereinafter notify Declarant and the Owners of in writing; and (iii) Declarant, certified mail, return receipt requested, at 215 Celebration Place, Suite 200, Celebration, FL 34747, or such other address or addresses as Declarant shall hereafter notify the Association of in writing, any such notice to the Association of a change in Declarant’s address being deemed notice to the Owners.

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encumbrance of Homes or real property within or outside Bella Collina, including, but not limited to, the right to maintain models and a sales and/or leasing office, a construction office and/or a service office, place signs, employ sales, leasing, construction and service personnel, use the Association Property and show Homes, and Declarant further reserves the right to make repairs to the Association Property and to carry on construction activity for the benefit of the Committed Property. Declarant, and its nominees, may exercise the foregoing rights without notifying the Association. Any such models, sales and/or leasing office, construction office, service office, signs and any other items pertaining to such sales, leasing, construction or service efforts shall not be considered a part of the Association Property and shall remain the property of Declarant. This Section 6 may not be suspended, superseded or modified in any manner by any amendment to these CC&Rs unless such amendment is consented to in writing by Declarant This right of use and transaction of business as set forth herein and the other rights reserved by Declarant in the Bella Collina Documents may be assigned in writing by Declarant in whole or in part. For the purposes of this Section 6, the term “Declarant” shall include any “Lender” which has loaned money to Declarant to acquire or construct improvements upon the Committed Property, or its successors and assigns if such Lender, its successors or assigns, acquires title to any portion of the Committed Property as a result of the foreclosure of any mortgage encumbering any portion of the Committed Property securing any such loan to Declarant, or acquires title thereto by deed in lieu of foreclosure. The rights and privileges of Declarant as set forth in this Section 6, which are in addition to, and are no way a limit on, any other rights or privileges of Declarant under any of the Bella Collina Documents, shall terminate upon Declarant no longer owning any portion of the Committed Property (and having any equitable or legal interest therein) or upon such earlier date as Declarant shall notify the Association in writing of Declarant’s voluntary election to relinquish the aforesaid rights and privileges. 

Declarant shall also have the right, but not the obligation, to conduct inspections and tests from time to time of all or any portion of the Association Property in order to ascertain the physical condition of the Improvements and to determine if maintenance, repair or replacement of any such Improvement is indicated. If Declarant conducts any such tests or inspections, it shall pay all costs thereof, restore the affected portion of the Committed Property to its condition immediately prior to the inspections and tests, and shall indemnify the Association and Owner(s) of any affected Home(s) and/or Lot(s) from any damages resulting therefrom. Declarant shall have such rights of entry on, over, under, across and through the Committed Property as may be reasonably necessary to exercise the rights described in this Section 6. Declarant’s right of inspection shall exist whether or not the Turnover Date has occurred. In the event Declarant exercises its inspection right, it is acknowledged by the Association and all Owners that Declarant is performing any such inspection for its own benefit and not for the benefit of the Association and/or the Owners and further, Declarant shall have no obligation to inform the Association and/or the Owners of the result of any such inspection. Section 7. CERTAIN RIGHTS OF CLUB PROPERTY OWNER. Notwithstanding anything to the contrary herein contained, no Improvements constructed or installed by Club Property Owner on the Club Property shall be subject to the approval of the Association, ACB, or the Owners or the provisions and requirements of these CC&Rs. Club Property Owner and its nominees shall have, the right to enter into and transact on the Club Property any business Club Property Owner deems necessary. Club Property Owner has the right to make repairs to the Club Property and to carry on construction activity for the benefit of the Club Property, and may

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exercise the foregoing rights without notifying the Association. Any such Improvements on the Club Property shall not be considered a part of the Association Property and shall remain the property of Club Property Owner. This right of use and transaction of business as set forth herein and the other rights reserved by Declarant for the benefit of the Club Property Owner in the Bella Collina Documents may be assigned in writing by Club Property Owner in whole or in part. 

Section 8. DISPUTES AS TO USE. In the event there is any dispute as to whether the use of the Committed Property or any portion or portions thereof complies with the covenants, restrictions, easements or other provisions contained in these CC&Rs, such dispute shall be referred to the Board, and a determination rendered by the Board with respect to such dispute shall be final and binding on all parties concerned therewith. Notwithstanding anything to the contrary herein contained, any use by Declarant of the Committed Property shall be deemed a use which complies with these CC&Rs and shall not be subject to a contrary determination by the Board. 

Section 9. AMENDMENT AND MODIFICATION. The process of amending or modifying these CC&Rs shall be as follows: 

  A. Until the Turnover Date, all amendments or modifications shall only be made by Declarant without the requirement of the Association’s consent or the consent of the Owners so long as such amendments or modifications do not materially impair the common plan of development of Bella provided, however, that the Association shall, forthwith upon request of Declarant, join in any such amendments or modifications and execute such instruments to evidence such joinder and consent as Declarant shall, from time to time, request.   B. After the Turnover Date, these CC&Rs may be amended by: (i) the consent of the Owners owning two-thirds (2/3) of all Lots; together with (ii) the approval or ratification of a majority of the Board. The aforementioned consent of the Owners owning two-thirds (2/3) of the Lots may be evidenced by a writing signed by the required number of Owners or by the affirmative vote of the required number of Owners at any regular or special meeting of the Association called and held in accordance with the Bylaws and evidenced by a certificate of the Secretary or an Assistant Secretary of the Association. At any time after the Turnover Date, the provisions. covenants, restrictions and easements set forth herein may be amended in accordance with this provision. Owners holding at least two-thirds (2/3) of the votes in the Association 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 to be recorded in the Public Records of Lake County, Florida. A proposed amendment may be initiated by Declarant, the Board or by petition signed by ten percent (10%) 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 ten (10) days, but not more than ninety (90) days, prior to a duly called meeting of the Association to discuss the proposed amendment. Voting Members representing two-thirds (2/3) of the total votes in the Association present in person or by proxy at the meeting is required for adoption, and the recorded certificate shall contain a recitation that notice was given as above set forth and said recitation shall be conclusive as to all parties, and all parties of any nature whatsoever shall have full right to rely upon said recitation in such recorded certificate; provided, however, in the event that such

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amendment materially and adversely alters or changes any Owner’s right to the use and enjoyment of his Lot or the Association Property as set forth in these CC&Rs or Supplemental Declaration, or materially and adversely affects the marketability of title to any Lot, such amendment shall be valid only upon the written consent thereto by a majority in number of the then existing Owners affected thereby. The amendment shall be effective upon recordation of the executed amendment or the certified copy of the duly adopted resolution among the Public Records of Lake County, Florida. 

  C. Prior to the Turnover Date, no amendment shall be made to these CC&Rs or any Supplemental Declaration unless such amendment is first approved in writing by Declarant. 

  D. Amendments for correction of scrivener’s errors or other nonmaterial changes may be made by Declarant alone until the Turnover Date and by the Board thereafter and without the need of consent of the Owners. 

  E. Notwithstanding anything to the contrary herein contained, no amendment to these CC&Rs shall be effective which shall impair or prejudice the rights or priorities of Declarant, the owner of the Equestrian Property, the Club Property Owner, the ACB, the Association or any Institutional Mortgagee under the Bella Collina Documents without the specific written approval of such party affected thereby. Notwithstanding anything to the contrary contained herein, no amendment to these CC&Rs shall be effective which shall eliminate or modify the provisions of Section 6 of this Article XIII and any such amendment shall be deemed to impair and prejudice the rights of Declarant; no amendment to these CC&Rs shall be effective which shall eliminate or modify the provisions of Section 4 of Article II without the consent of the owner of the Equestrian Property and any such amendment shall be deemed to impair and prejudice the rights of the owner of the Equestrian Property; and no amendment to these CC&Rs shall be effective which shall eliminate or modify the provisions of Article VIII without the consent of the ACB and any such amendment shall be deemed to impair and prejudice the rights of the ACB.

  F. A true copy of any Amendment to these CC&Rs shall be sent certified mail by the Association to Declarant and to all Institutional Mortgagees holding a mortgage on any portion of the Committed Property requesting notice. The amendment shall become effective upon the recording amongst the Public Records of the County of said amendment or any Supplemental Declaration to these CC&Rs which sets forth any amendment or modification to these CC&Rs.   G. Notwithstanding anything contained herein to the contrary, Declarant may, without the consent of any Owners, file any amendments which (i) may be required by an Institutional Mortgagee for the purpose of satisfying its development criteria or such other criteria as may be established by such mortgagee’s secondary mortgage market purchasers, including, without limitation, the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation or (ii) are intended to satisfy the requirements of the Federal Housing Administration’s or Veteran’s Administration loan programs; provided, however, any such Declarant’s filed amendments must be in accordance with any applicable rules, regulations

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and other requirements promulgated by the United States Department of Housing and Urban Development.

  H. Notwithstanding anything to the contrary contained in these CC&Rs, any proposed amendment to these CC&Rs that alters any provision relating to the Drainage System (including any environmental conservation areas and the water management portions of the Association Property), beyond maintenance in its original condition, including the water management portions of the common areas, or any proposed amendment to these CC&Rs that would result in noncompliance with any permit issued by the SJRWMD, including but not limited to conservation easements and consumptive use permits, must have the prior written approval of the SJRWMD. Further, notwithstanding anything to the contrary contained in these CC&Rs, any proposed amendment to these CC&Rs that alters any provision relating to the Utility Systems must have the approval of the Florida Public Service Commission. Any such amendment shall be considered approved by the Florida Public Service Commission if written notification of such amendment is sent to the Florida Public Service Commission by Certified Mail, Return Receipt Requested, and no response is received by the Association within thirty (30) days of such mailing, or if such amendment is affirmatively approved by the Florida Public Service Commission within thirty (30) days of such mailing. 

Section 10. DELEGATION.  The Association, pursuant to a resolution duly adopted by the Board, shall have the continuing authority to delegate all or any portion of its responsibilities for maintenance, operation and administration, as provided herein, to any managing agency or entity selected by the Board from time to time and whether or not related to Declarant. 

Section 11. TERM. These CC&Rs and the terms, provisions, conditions, covenants, restrictions, reservations, regulations, burdens and liens contained herein shall run with and bind the Committed Property, and inure to the benefit of Dedarant, the Association and the Owners and their respective legal representatives, heirs, successors and assigns for a tenn of fifty (50) years from the date of recording these CC&Rs in the Public Records of the County, after which time these CC&Rs shall be automatically renewed and extended for successive periods of ten (10) years each unless at least one (1) year prior to the termination of such fifty (50)-year term or any such ten (10)-year extension there is recorded in the Public Records of the County an instrument agreeing to terminate these CC&Rs signed by Owners owning two-thirds (2/3) of the Lots and Institutional Mortgagees holding first mortgages encumbering two-thirds (2/3) of all Lots encumbered by first mortgages held by Institutional Mortgagees, upon which event these CC&Rs shall be terminated upon the expiration of the fifty (50)-year tenn or the ten (10)-year extension during which such instrument was recorded.

  In the event these CC&Rs are terminated or the Association ceases to exist for any reason, the Owners shall be jointly and severally responsible for the costs to maintain and shall maintain the Association Property and the Drainage System in the manner described herein. This provision may not be amended or deleted without the prior written consent of the County and this provision shall survive the termination of these CC&Rs and shall run with the Committed Property in perpetuity.

 Section 12. RIGHTS OF MORTGAGEES.

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  A. Right to Notice. The Association shall make available for inspection upon request, during normal business hours or under reasonable circumstances, the Bella Collina Documents and the books, records and financial statements of the Association to Owners and the holders, insurers or guarantors of any first mortgages encumbering any portion of the Committed Property. In addition, evidence of insurance shall be issued to each Owner and mortgagee holding a mortgage encumbering a Home upon written request to the Association. 

  B. Rights of Listed Mortgagee. Upon written request to the Association, identifying the name and address of the bolder, insurer, or guarantor (such holder, insurer or guarantor is herein referred to as a “Listed Mortgagee”) of a mortgage encumbering a Lot and the legal description of such Lot, the Association shall provide such Listed Mortgagee with timely written notice of the following:

  (1) Any condemnation, loss or casualty loss which affects any material portion of the Association Property;

  (2) Any lapse, cancellation or material modification of any insurance policy or fidelity bond maintained by the Association; 

  (3) Any proposed action which would require the consent of mortgagees holding a mortgage encumbering a Lot; and

  (4) Any failure by an Owner owning a Lot encumbered by a mortgage held, insured or guaranteed by such Listed Mortgagee to perform his obligations under the Bella Collina Documents, including, but not limited to, any delinquency in the payment of Assessments, or any other charge owed to the Association by said Owner where such failure or delinquency has continued for a period of sixty (60) days. 

  C. Right of Listed Mortgagee to Receive Financial Statement. Any Listed Mortgagee shall, upon written request made to the Association, be entitled to financial statements of the Association for the prior fiscal year free of charge and the same shall be furnished within a reasonable time following such request. 

Section 13. APPROVAL OF ASSOCIATION LAWSUITS BY OWNERS. Notwithstanding anything contained herein to the contrary, the Association shall be required to obtain the approval of three-fourths (3/4) of the total voting interests (at a duly called meeting of the Owners at which a quorum is present) prior to engaging persons or entities for the purpose of suing, or making, preparing or investigating any lawsuit, or commencing any lawsuit other than for the following purposes: 

  (a) the collection of Assessments; 

  (b) the collection of other charges which Owners are obligated to pay pursuant to the Bella Collina Documents;   (c) the enforcement of the use and occupancy restrictions contained in the Bella Collina Documents;

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  (d) dealing with an emergency when waiting to obtain the approval of the Owners creates a substantial risk of irreparable injury to the Association Property or to Owner(s) (the imminent expiration of a statute of limitations shall not be deemed an emergency obviating the need for the requisite vote of three-fourths [3/4] of the Owners); or

  (e) filing a compulsory counterclaim. 

Section 14. COMPLIANCE WITH PROVISIONS. Every person who owns, occupies or acquires any right, title, estate or interest in or to any Lot except as elsewhere herein provided does consent and agree to, and shall be conclusively deemed to have consented and agreed to, every limitation, restriction, easement, reservation, condition and covenant contained herein, whether or not any reference to these restrictions is contained in the instrument by which such person acquired an interest in such property. Declarant shall not in any way or maimer be held Aliable or responsible for any violation of these CC&Rs by any person other than Declarant. 

Section 15. SECURITY. The Association may, but shall not be obligated to, maintain or support certain activities within the Committed Property designed to make the Conunitted Property safer than it otherwise might be. Additionally, NEITHER DECLARANT, CLUB PROPERTY OWNER, NOR THE ASSOCIATION MAKES ANY REPRESENTATIONS WHATSOEVER AS TO THE SECURITY OF THE PREMISES OR THE EFFECTIVENESS OF ANY MONITORING SYSTEM OR SECURITY SERVICE. ALL OWNERS AGREE TO HOLD DECLARANT, CLUB PROPERTY OWNER, THE ASSOCIATION AND ANY SUCCESSOR DECLARANT HARMLESS FROM ANY LOSS OR CLAIM ARISING FROM THE OCCURRENCE OF ANY CRIME OR OTHER ACT. NEITHER THE ASSOCIATION, DECLARANT, CLUB PROPERTY OWNER, NOR ANY SUCCESSOR DECLARANT SHALL IN ANY WAY BE CONSIDERED INSURERS OR GUARANTORS OF SECURITY WITHIN THE PROPERTY. NEITHER THE ASSOCIATION, DECLARANT, CLUB PROPERTY OWNER, NOR ANY SUCCESSOR DECLARANT SHALL BE HELD LIABLE FOR ANY LOSS OR DAMAGE BY REASON OF FAILURE TO PROVIDE ADEQUATE SECURlTY OR INEFFECTIVENESS OF SECURITY MEASURES UNDERTAKEN, IF ANY. ALL MEMBERS, OWNERS AND OCCUPANTS OF ANY LOT OR HOME, AND TENANTS, GUESTS, AND INVITEES OF ANY OWNER ACKNOWLEDGE THAT THE ASSOCIATION AND ITS BOARD, DECLARANT, CLUB PROPERTY OWNER, AND ANY SUCCESSOR DECLARANT DO NOT REPRESENT OR WARRANT THAT: (a) ANY FIRE PROTECTION SYSTEM, BURGLAR ALARM SYSTEM OR OTHER SECURITY SYSTEM, IF ANY, DESIGNATED BY OR INSTALLED ACCORDING TO GUIDELINES EST ABLJSHED BY DECLARANT OR TIIE ACB MAY NOT BE COMPROMISED OR CIRCUMVENTED, OR (b) THAT ANY FIRE PROTECTION OR BURGLAR ALARM SYSTEMS OR OTHER SECURITY SYSTEMS WILL IN ALL CASES PROVIDE THE DETECTION OR PROTECTION FOR WHICH THE SYSTEM IS DESIGNED OR INTENDED. EACH MEMBER, OWNER AND OCCUPANT OF ANY LOT OR HOME, AND EACH TENANT, GUEST AND INVITEE OF AN OWNER ACKNOWLEDGES AND UNDERSTANDS IBAT THE ASSOCIATION, ITS BOARD AND THE ACB, DECLARANT, CLUB PROPERTY OWNER, AND ANY SUCCESSOR DECLARANT ARE NOT INSURERS AND THAT EACH MEMBER, OWNER AND OCCUPANT OF ANY LOT OR HOME, AND EACH TENANT, GUEST AND INVITEE OF ANY MEMBER OR OWNER ASSUMES ALL RISKS FOR LOSS OR DAMAGE TO PERSONS, TO LOTS OR HOMES, AND TO THE

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CONTENTS OF LOTS OR HOMES AND FURTHER ACKNOWLEDGES THAT THE ASSOCIATION, ITS BOARD AND THE ACB, DECLARANT, CLUB PROPERTY OWNER, AND ANY SUCCESSOR DECLARANT HAVE MADE NO REPRESENTATIONS OR WARRANTIES NOR HAS ANY OWNER, MEMBER, OCCUPANT, TENANT, GUEST OR INVITEE RELIED UPON ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, RELATIVE TO ANY FIRE AND/OR BURGLAR ALARM SYSTEMS OR OTHER SECURITY SYSTEMS RECOMMENDED OR INSTALLED, IF ANY, OR ANY SECURITY MEASURES UNDERTAKEN WITHIN THE PROPERTY. 

Section 16. OWNERS’ VIEWS. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, HAVE BEEN GIVEN OR MADE BY DECLARANT, CLUB PROPERTY OWNER, OR THEIR AGENTS OR EMPLOYEES IN CONNECTION WITH THE EXISTING OR FUTURE VIEWS THAT WILL BE AVAILABLE TO OWNERS. EACH OWNER BY ITS PURCHASE OF A HOME OR A LOT ASSUMES THE RISK OF VIEW RESTRICTIONS CAUSED BY MATURATION OF TREES AND SHRUBBERY AND THE CONSTRUCTION OF ANY IMPROVEMENTS. 

Section 17. COVENANT RUNNING WITH THE LAND. All provisions of these CC&Rs shall, to the extent applicable and unless otherwise expressly provided herein to the contrary, be construed to be covenants running with the Lots and Homes and the Committed Property and with every part thereof and interest therein, and all of the provisions hereof shall be binding upon and inure to the benefit of the Declarant and subsequent Owner(s) of the Homes, Lots and Committed Property or any part thereof, or interest therein, and their respective heirs, successors, and assigns. However, the same are not intended to create nor shall they be construed as creating any rights in or for the benefit of the general public, unless specifically provided herein to the contrary. All present and future Owners, lessees, and occupants of the Lots and Homes, as applicable, shall be subject to and shall comply wi1h the provisions of these CC&Rs and the Articles, Bylaws and applicable rules and regulations as they exist and may from time to time be amended. The acceptance of a deed of conveyance of a Lot, or the entering into a lease of or occupancy of a Home, shall constitute an adoption and ratification by such Owner, lessee, or occupant of the provisions of these CC&Rs, and the Articles, Bylaws, and applicable rules and regulations of the Association, as they may be amended from time to time. In the event that any easements granted herein shall fail for want of a grantee in being or for any other purpose, the same shall constitute and be covenants running with the land. 

Section 18. NO PUBLIC RIGHT OR DEDICATION. Nothing contained in these CC&Rs shall be deemed to be a gift or dedication of all or any portion of the Association Property to the public, or for any public use. Section 19. NO REPRESENTATIONS OR WARRANTIES. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, HAVE BEEN GIVEN OR MADE BY DECLARANT OR ITS AGENTS OR EMPLOYEES lN CONNECTION WITH ANY PORTION OF THE ASSOCIATION PROPERTY, ITS PHYSICAL CONDITION, ZONING, COMPLIANCE WITH APPLICABLE LAWS, FITNESS FOR INTENDED USE, OR IN CONNECTION WITH THE SUBDIVISION, SALE, OPERATION, MAINTENANCE, COST

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OF MAINTENANCE, TAXES OR REGULATION THEREOF, EXCEPT AS SPECIFICALLY AND EXPRESSLY SET FORTH IN THESE CC&RS. 

Section 20. ASSOCIATION AND DECLARANT AS ATTORNEY-IN-FACT. Each Owner, by reason of having acquired ownership of a Lot, whether by purchase, gift, operation of law or otherwise, and each occupant of a Home, by reason of his or her occupancy, is hereby declared to have acknowledged and agreed to his or her automatic consent to any rezoning, replatting, covenant in lieu of unity of title, change, addition or deletion made in, on or to Bella Collina by Declarant (hereinafter, collectively, “Modifications”) and, in respect thereto, each Owner of a Lot and occupant of a Home hereby designates the Association to act as agent and attorney-in-fact on behalf of such Owner or occupant to consent to any such Modification. If requested by Declarant, each Owner shall evidence his consent to a Modification in writing (provided, however, that any refusal to give such written consent shall not obviate the automatic effect of this provision). Further, each Owner, by reason of acceptance to such Owner’s Lot, hereby agrees to execute, at the request of Dec]arant, any document and/or consent which may be required by any government agency to allow Declarant and/or its affiliates to complete the plan of development of Bella Collina, as such plan may be hereafter amended, and each such Owner hereby further appoints Declarant as such Owner’s agent and attorney-in-fact to execute, on behalf and in the name of each such Owner, any and all of such documents and/or consents. This power of attorney is irrevocable and is coupled with an interest. The provisions of this Section 18 may not be amended without Declarant’s prior written consent. Section 21.  ENFORCEMENT OF NEIGHBORHOOD DUTIES AND RESPONSIBILITIES. In the event that any Neighborhood Association does not perform any of its duties and responsibilities pursuant to its articles of incorporation, bylaws or rules and regulations, Declarant, in Declarant’s sole discretion, or the Association, in the Association’s sole discretion, may perform such duties and responsibilities, including any and all maintenance provisions, and obtain the payment of the cost of such enforcement and maintenance from the Neighborhood Association. Each Neighborhood Association and each Owner shall permit Declarant, the Association, their designee, or any agent or employee to enter upon any neighborhood common areas and upon a Lot or Home during reasonable hours (and with at least twenty-four [24] hours prior notice to the applicable occupant except in cases of emergency), to carry out the provisions of these CC&Rs and correcting any violation of these CC&Rs and the same shall not constitute a trespass.

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IN WITNESS WHEREOF, these CC&Rs has been signed by Declarant and Joined in

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IN WITNESS WHEREOF, these CC&Rs has been signed by Declarant and Joined in

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EXHIBIT ”A” 

Legal Description of Committed Property 

 All of Bella Collina Plat recorded in Plat Book 51, Pages 31 through 49, inclusive; the Bella Collina East plat recorded in Plat Book 53, Pages 95 through 98, inclusive; and the Bella Collina West plat recorded in Plat Book 54, Pages 01 through 19, inclusive, all of the Public Records of the County.

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EXHIBIT “B” 

ARTICLES OF INCORPORATION

 OF 

BELLA COLLINA PROPERTY O\VNER’S ASSOCIATION, INC.

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RECITALS 
WHEREAS, Declarant and POA previously executed that certain Second Amended and Restated Declaration of Covenants. Conditions and Restrictions for Bella Collina, recorded April 18, 2005 in Official Records Book 2810, Page 722, of the Public Records of Lake County, Florida, as the same may be amended from time to time (collectively, the “CC&Rs “); 
WHEREAS; the CC&Rs relates to a residential community called “Bella Collina”; 
WHEREAS, Declarant had anticipated that prior to the transfer of any of the Lots located within that portion of the Committed Property described on the Bella Collina Plat recorded in Plat Book 51, Pages 31 through 49, inclusive, of the Public Records of Lake County (”Bella Collina 1 “). that all infrastructure would be complete; · 
WHEREAS, due to circumstances beyond Declarant’s control, all such infrastructure within Bella Collina I was not complete prior to the initial transfer of some of the Lots; 
WHEREAS, Declarant desires to amend its right to repurchase a Lot in Bella Collina l by extending the time of commencement of construction from the time of the first conveyance of such Lot by Declarant to the Infrastructure Completion Date (as defined herein); 
WHEREAS, pursuant to the CC&Rs, Declarant may amend the terms of the CC&Rs; and 
WHEREAS, Declarant desires to amend the CC&Rs by imposing additional covenants, conditions and restrictions on the property subjected to the CC&Rs. 

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NOW, THEREFORE, Declarant hereby amends the CC&Rs as follows: 

I. Recitals. The recitals set forth above are true and correct and incorporated herein. 

2. Definitions. The following terms shall have the meanings ascribed to such terms and shall be added as new definitions to Article I as Section 47. 48 and 49: 

Section 47. “Governmental Authority” means the United States of America, and any state, county, city, CDD or political subdivision thereof, and any board, bureau, council, commission, department, agency, court, legislative body or other instrumentality of the United States of America or any state, county, city or political subdivision thereof. 

Section 48. ”Infrastructure Completion Date” shall mean the date that all streets and roads providing access to the Lot are completed and electricity, water, sewer, gas and telephone service has been extended to the Lot and the proper Governmental Authority issues a notice of satisfactory completion of infrastructure for the Lot or such other approval or consent that would permit such Governmental Authority to issue a building permit for a Home. 

Section 49. “Laws” means all constitutions, statutes, ordinances, codes, regulations, resolutions, rules, requirements and directives of any Governmental Authority, and all decisions, judgments, writs, injunctions, orders, decrees or demands of courts, administrative bodies or other authorities construing any of the foregoing. “Law” shall be the singular reference to Laws. 

3. Date of Commencement of Assessments: Initial Annual Assessments.  Article VII, Section 7 shall be deleted in their entirety and replaced with the following: 

Section 7. Date of Commencement of Assessments: Initial Annual Assessments. The Assessments for each Lot shall commence of the date (the “Assessment Commencement Date”) (i) with respect to Lots existing within that portion of the Committed Property more particularly described on the Bella Collina Plat recorded in Plat Book 51, Pages 31 through 49, inclusive, Public Records of the County, from and after the first conveyance of a Lot from Declarant as evidenced by the recordation of a Deed in the Public Records of the County (in the manner herein set forth), or (ii) with respect to Lots located within Bella Collina East or Bella Collina West, more particularly described on Exhibit “A” hereof, upon the Infrastructure Completion Date. Assessments for each such Lot shall be adjusted according to the number of months then remaining in the fiscal year of the Association and the number of days then remaining in the month in which such Assessments commence. The initial Assessments for each Lot in any Additional Property shall be set forth in the pertinent Supplemental Declaration. 

4. Repurchase Rights. Article X. Section 19, Paragraphs D.1. and D.2. shall be deleted in their entirety and replaced with the following: 

  1. Committed Property. For Lots located within the Committed Property, Declarant shall have the right to Repurchase, unless specifically waived or modified in writing by Declarant, any Unimproved Lot upon the failure of the Owner to Commence Construction within twenty-four (24) months after the Infrastructure Completion Date or upon the Owner’s failure to attain Completion of Construction of the

 2

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Lot within eighteen (18) months after the expiration of the aforementioned 24-month period. Notwithstanding anything herein to the contrary, in no event shall the initial 24-month period be deemed to commence until the proper Governmental Authority issues a notice of satisfactory completion of infrastructure for the Lot or such other approval or consent that would permit the proper Governmental Authority to issue a building permit for a Home. The time periods established in this paragraph shall not be tolled by the further conveyance of the Lot from the initial Owner to a subsequent Owner. 

2. Reserved. 

  5. Declaration Remains in Effect. Except as expressly modified in this First Amendment, the CC&Rs shall remain in full force and effect. 

  6. Severability. If any clause or provision of this First Amendment, or the application of any such clause or provision to any person-or-circumstance, shall be held illegal, invalid or unenforceable under applicable present or future Laws, the remainder of this First Amendment shall not be affected thereby. Also, if any clause or provision of this First Amendment is illegal, invalid or unenforceable under any applicable present or future Laws, then such clause or provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such Law. Any clause or provision hereof that may prove illegal, invalid or unenforceable under any applicable present or future Laws shall not affect the legality, validity or enforceability of any other clause or provision hereof 

  7. Captions. The Captions preceding the various provisions of this First Amendment have been inserted solely for convenience of reference and shall not be used in construing the CC&Rs. 

  8. Execution. By its execution, Declarant certifies that this First Amendment has been duly approved by Declarant. 

  9. Recordation. This First Amendment shall take effect upon recordation in the Official Records of Lake County.

 (THE REMAINDER OFTIIlSPAGE INTENTIONALLY LEFT BLANK) 

3

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SECOND AMENDMENT TO SECOND AMENDED AND RESTATED DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR BELLA COLLINA 

  THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR BELLA COLLINA (this “Second Amendment”) is made and entered into this 7th day of November, 2007, by GINN-LA PINE ISLAND LTD., LLLP, a Georgia limited liability limited partnership (“Declarant”) and is joined in by BELLA COLLINA PROPERTY OWNER’S ASSOCIATION, INC., a Florida corporation not for profit (“POA”). Capitalized terms used in this Second Amendment shall have the same meanings ascribed to such terms in the CC&Rs (as defined below) unless the context otherwise requires and states. 

R E C I T A LS  

WHEREAS, Declarant and POA previously executed that certain Second Amended and Restated Declaration of Covenants. Conditions and Restrictions fur Bella Collina, recorded April 18, 2005 in Official Records Book 2810, Page 722; that certain First Amendment to Second Amended and Restated Declaration of Covenants, Conditions and Restrictions for Bella Collina recorded September 15, 2005 in Official Records Book 2948, Page 2018; and that certain Second Supplemental Declaration to Second Amended and Restated Declaration of Covenants, Conditions and Restrictions for Bella Collina and Supplemental Declaration, recorded December 22, 2006, in Official Records Book 03332, Page 1428, all of the Public Records of Lake County, Florida, (collectively, the “CC&Rs“); 

WHEREAS, the CC&Rs relate to a residential community called “Bella Collina”; 

WHEREAS, Article IX. Section 1.P. provides for the initial installation of landscaping of Lots within Bella Collina East and Bella Collina West; 

WHEREAS, Declarant desires to eliminate this provision for initial installation of landscaping; 

WHEREAS, pursuant to the CC&Rs, Declarant may amend the terms of the CC&Rs; and 

WHEREAS, Declarant desires to amend the CC&Rs by imposing additional covenants, conditions and restrictions on the property subjected to the CC&Rs. 

NOW, THEREFORE, Declarant hereby amends the CC&Rs as follows: 1. Recitals. The recitals set forth above are true and correct and incorporated herein.

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2. Landscaping Requirement. Article IX, Section IP of the CC&Rs is hereby deleted in its entirety and replaced with the following:

  “P. In order to create a consistent appearance within the Committed Property, as more particularly described on Exhibit “A” (exclusive of the Club Property), including all landscaped and grassed areas on all Lots within the Committed Property up to the perimeter edge of the Home, the ACB shall approve all initial landscape design. All initial landscaping shall be designed and installed in accordance with the Guidelines, as detailed in such document and as amended from time to time. All ongoing horticultural maintenance and care, including irrigation systems, shall be consistent with the Community-Wide Standard. Related landscape service specifications will be outlined by the Association and updated periodically in accordance with the ongoing maintenance and care needs within the Committed Property.” 

 3. Lot Type Maintenance Assessments. The term “Lot Type Maintenance Assessments” and all references thereto in Article I, Section 6; Article VI, Section 1; Article VII, Sections 1, 2, 3 and 4; Article VII, Section 1; and Article IX, Section I are hereby removed from the CC&Rs as follows: 

  (a) The term “Lot Type Maintenance Assessments” is stricken from Article I, Section6. 

  (b) The term “Lot Type Maintenance Assessments” is stricken from the first paragraph of Article VI, Section 1. 

  ( c) The last sentence of the second paragraph of Article VI, Section 1 is amended as follows [additions are shown as double-underlines; deletions are shown as strike through]:

“… and (11) maintenance replacement and repair of irrigation systems; and (12) fees and costs incurred by the Association in connection with providing Communication Services as defined in Section 7 of Article VI of these CC&Rs. ” 

  (d) The last sentence of the first paragraph of Article VII, Section I is amended as follows [additions are shown as double-underlines: deletions are shown as strike through]: 

“Each Improved Lot and Unimproved Lot shall be assessed its pro rata portion of the total anticipated Operating Expenses, exclusive of the Lot Type Maintenance Assessment (as defined below) and Neighborhood Expenses, if applicable. which shall be the “Base Lot Assessment” and “Neighborhood Assessment”, if applicable as to each Lot.” 

   (e) The first sentence of the second paragraph of Article VII, Section 2 is amended as follows [additions are shown as double-underlines; deletions are shown as strike through]: 

“With respect to that portion of the Committed Property more particularly described on the Bella Collina Plat recorded in Plat Book 51, Pages 31 through 49, inclusive, of the Public records of the County, the Base Lot Assessment and Neighborhood Assessment shall be based upon the level of service to each Lot and upon the state of the Lot’s development, with the Owners of Improved Lots paying the Operating Expenses on a four to one ratio ( 4: 1) compared to the Owners of Unimproved Lots as set forth below.”

 · (f) The third paragraph of Article VII, Section 1 is hereby deleted in its entirety.   (g) The term “Lot Type Maintenance Assessments” is stricken from Article VII,

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Section 1, Paragraph 5, and Sections 2, 3 and 4 of Article VIl. 

  (h) The first sentence of Article IX, Section IQ of the CC&Rs is amended as follows [additions are shown as double-underlines; deletions are shown as strike trhoughs]: 

“As landscaping and turf areas within the Association Property Committed Property (exclusive of the Club Property), including all landscaped and turf areas on all Lots up to the perimeter edge of the Home, require periodic renewal or replacement due to age, effects of weather, disease, decline or other natural conditions that affect appearance and viability of plant material over time, the Association shall have the authority to arrange for plant replacement within such Association Property Bella Collina East and Bella Collina West, as more particularly described on exhibit “A” herof, as a Lot Type Maintenance Expense an Operating Expense.

4. Declaration Remains in Effect. Except as expressly modified in this Second Amendment, the CC&Rs shall remain in full force and effect. 

5. Severability. If any clause or provision of this Second Amendment, or the application of any such clause or provision to any person or circumstance, shall be held illegal, invalid or unenforceable under applicable present or future Laws, the remainder of this Second Amendment shall not be affected thereby. Also, if any clause or provision of this Second Amendment is illegal, invalid or unenforceable under any applicable present or future Laws, then such clause or provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to confonn with such Law. Any clause or provision herwf that may prove illegal, invalid or unenforceable under any applicable present or future Laws shall not affect the legality, validity or enforceability of any other clause or provision hereof. 

6. Captions. The Captions preceding the various provisions of this Second Amendment have been inserted solely for convenience of reference and shall not be used in construing the CC&Rs. 

7. Execution. By its execution, Declarant certifies that this Second Amendment has been duly approved by Declarant. 

8. Recordation. This Second Amendment shall take effect upon recordation in the Official Records of Lake County, Florida. 

8. Counterparts. This Second Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and any of which shall be deemed to be complete in itself and be admissible into evidence or used for any purpose without the production of the other counterparts. Signature pages follow.

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SECOND SUPPLEMENTAL DECLARATION 

TO 

SECOND AMENDED AND RESTATED DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR BELLA COLLINA AND SUPPLEMENTAL DECLARATION

THIS SECOND SUPPLEMENTAL DECLARATION TO THE SECOND AMENDED AND RESTATED DECLARATION OF COVENANTS, CONDmONS, AND RESTRICTIONS A FOR BELLA COLLINA AND SUPPLEMENTAL DECLARATION (“Second Supplemental W Declaration”) is made this 20th day of December , 2006, by GINN-LA PINE ISLAND LTD., LLLP, a Georgia limited liability limited partnership, whose post office address is 215 Celebration Place, Suite 200, Celebration, Florida 34747 (“Declarant“). All terms used in this Supplemental Declaration are defined in the Second Amended and Restated Declaration of Conditions and Restrictions for Bella Collina and Supplemental Declaration.  

  WHEREAS, pursuant to Article ID, Section 1 of the Second Amended and Restated Declaration of Covenants, Conditions and Restrictions for Bella Collina and Supplemental Declaration, recorded in Official Records Book 2810, Page 722, as amended by that First Amendment to the Second Amended and Restated Declaration of Covenants, Conditions, and Restrictions for Bella Collina, recorded in Official Records Book 2948, Page 2018, all of the Public Records of Lake County, Florida, and as the same may be further amended from time to time (collectively, “Second Amended and Restated Declaration“), the Declarant may, in its sole discretion, by recording appropriate Supplemental Declarations, add any Additional Property. or any other real property to the “Committed Property”, as defined in the Second Amended and Restated Declaration, and as further described below.   WHEREAS, the Second Amended and Restated Declaration defines “Committed Property” as that property described in Exhibit “A” to the Second Amended and Restated Declaration, and such additions thereto as may hereafter be brought within the jurisdiction of the

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CC&Rs and/or the Association; provided, however, Declarant reserves the right to withdraw from the provisions of the Second Amended and Restated Declaration, such portion or portions of the Committed Property as Declarant from time to time elects, upon the execution by Declarant of a Supplemental Declaration. 

WHEREAS, Declarant, through this Second Supplemental Declaration, desires to add additional real property to the Committed Property, as set forth on Exhibit “A”, attached hereto and incorporated herein by reference. 

IN WITNESS WHEREOF, 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.

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EXHIBIT “A” 

ADDITIONAL PROPERTY

 THAT PORTION OF SECTION 11, TOWNSHIP 22 SOUTH, RANGE 26 EAST, LAKE COUNTY, R.ORIDA DESCRIBED AS FOLLOWS: 

 COMMENCE AT THE NORTH 1/4 OF SAID SECTION 11; THENCE SOUTH 00°50’41” WEST ALONG THE NORTH SOUTH CENTER SECTION LINE FOR 1,970.05 FEET TO NORTHEAST CORNER OF LOT 21, ‘MAGNOLIA TERRACE PHASE 1’, AS RECORDED IN PLAT BOOK 43, PAGES 45 THROUGH 47 OF THE PUBLIC RECORDS OF LAKE COUNTY, FLORIDA AND TO THE POINT OF BEGINNING; THENCE ALONG THE SOUTHERLY AND EASTERLY BOUNDARY OF SAID ‘MAGNOLIA TERRACE PHASE 1’ THE FOLLOWING FOUR (4) COURSES: RUN SOUTH 89°35’34” EAST FOR 664.44 FEET; THENCE NORTH 00°33’23” EAST FOR 8.64 FEET; THENCE SOUTH 89°016’01” EAST FOR 164.97 FEET; THENCE NORTH 00°50’29” EAST FOR 600.13 FEET TO THE SOUTHERLY RIGHT OF WAY UNE OF RIDGEWOOD AVENUE; THENCE SOUTH 89°’09’44” EAST ALONG SAID SOUTHERLY RIGHT OF WAY UNE FOR 838.64 FEET TO THE WESTERLY RIGHT OF WAY LINE FOR 838.64 FEET TO THE WESTERLY RIGHT OF WAY UNE OF LAKEMONT AVENUE AS DESIGNATED ON THE PLAT OF ‘MORNINGSIDE PARK’ AS RECORDED IN PLAT BOOK 6, PAGE 34 OF THE PUBLIC RECORDS OF LAKE COUNTY, FLORIDA; THENCE ALONG SAID WESTERLY RIGHT OF WAY UNE AND THE SOUTHERLY RIGHT OF WAY LINE OF LAKEMONT AVENUE THE FOLLOWING FOUR (4) COURSES; RUN SOUTH 00°45’09” WEST FOR 215.73 FEET; THENCE SOUTH 30°42’29” WEST FOR 39.87 FEET TO AN INTERSECTION WITH A CIRCULAR CURVE CONCAVE EASTERLY, HAVING A CHORD BEARING OF SOUTH 10°56’59” WEST AND A RADlUS OF 716.00 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 25°34’53” FOR 346.47 FEET TO AN INTERSECTION WITH A CIRCULAR CURVE CONCAVE NORTHEASTERLY, HAVING A CHORD BEARING OF SOUTH 48°33’15” EAST AND A RADIUS OF 200.00 FEET; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 98°27’10” FOR 343.69 FEET TO THE WESTERLY BOUNDARY OF LOT 4, BLOCK C OF AFORESAID ‘MORNINGSIDE PARK’; THENCE ALONG SAID WESTERLY BOUNDARY AND THE SOUTHERLY BOUNDARY OF LOT 4, BLOCK C THE FOLLOWING TWO (2) COURSES: RUN SOUTH 00°24’44” WEST FOR 58.59 FEET; THENCE SOUTH 89°28’13” EAST FOR 131.82 FEET TO THE WESTERLY RIGHT OF WAY LINE OF MORNINGSIDE DRIVE AND TO AN INTERSECTION WITH A CIRCULAR CURVE CONCAVE NORTHEASTERLY, HAVING A CHORD BEARING OF SOUTH 49°55’10” EAST AND A RADIUS OF 170.00 FEET; THENCE ALONG SAID WESTERLY RIGHT OF WAY LINE AND THE SOUTHERLY RIGHT OF WAY LINE OF MORNINGSIDE DRIVE THE FOLLOWING TWO (2) COURSES RUN SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 82°56’10” FOR 246.08 FEET; THENCE SOUTH 89°14’51” EAST FOR 1841.79 FEET TO THE WESTERLY RIGHT OF WAY LINE Of SEVENTH STREET, ALSO KNOWN AS COUNTY ROAD NO. 455; THENCE ALONG SAID WESTERLY RIGHT OF WAY LINE THE FOLLOWING TWO (2) COURSES: RUN SOUTH 00°042’14” WEST FOR FEET TO A POINT OF CURVATURE WITH A CIRCULAR CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 1,302.45 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVETHROUGH A CENTRAL ANGLE OF 01°57’35” FOR 44.55 FEET TO THE SOUTH LINE OF THE NORTH 80.00 FEET OF THE SOUTHEAST 1/4 OF AFORESAID SECTION 11; THENCE NORTH 89°50’58 WEST ALONG SAID SOUTH LINE FOR 317.48 FEET TO THE EASTERLY BOUNDARY OF THOSE LANDS DESCRIBED IN DEED BOOK 368, PAGE 31 OF THE PUBLIC RECORDS OF LAKE COUNTY, FLORIDA; THENCE SOUTH 01°16’49” WEST ALONG SAID EASTERLY BOUNDARY FOR 279.58 FEET TO THE FORMER CENTERUNE OF THE C.S.X. RAILROAD (FORMERLY THE TAVARES & GULF AND SEABOARD COAST UNE RAILROAD) AND TO AN INTERSECTION WITH A CIRCULAR CURVE CONCAVE NORTHERLY, HAVING A CHORD BEARING OF SOUTH 87°28’10” WEST AND A RADIUS OF 928.60 FEET; THENCE ALONG SAID FORMER CENTERUNE OF THE C.S.X. RAILROAD THE FOLLOWING THREE (3) COURSES: RUN WESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 02″09’46” FOR 35.05 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 88°33’02” WEST FOR 1633.30 FEET TO A POINT OF CURVATURE WITH A CIRCULAR CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 1,045.92 FEET; THENCE WESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 18°07’45” FOR 330.95 FEET TO THE NORTH SOUTH CENTER SECTION LINE FOR AFORESAID SECTION 11; THENCE NORTH 00°50’41” EAST ALONG SAID NORTH SOUTH CENTER SECTION LINE FOR 1124.47 FEET POINT OF BEGINNING.

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AMENDED AND RESTATED 

ARTICLES OFINCORPORATlON 

OF 

BELLA COLLINA PROPERTY OWNER’S ASSOClATlON, INC. 

(A Florida Corporation Not For Profit

  In order to form a corporation not for profit under and in accordance with the provisions of Chapter 617 of the Florida Statutes. the undersigned hereby incorporates this corporation not for profit for the purposes and with the powers hereinafter set forth and, to that end, the undersigned, by these Articles of Incorporation. certifies as follows: 

ARTICLE I 

DEFINITIONS 

  The following words and phrases when used in these Articles of Incorporation (unless the context clearly reflects another meaning) shall have the following meanings: 

  1. “Articles” means these Articles of Incorporation and any amendments hereto.

  2. “Assessments” means the assessments for which all Owners are obligated to the Association and includes “Individual Lot Assessments”. “Neighborhood Assessments”, if any, and .. Special Assessments” (as such terms are defined in the CC&Rs) and any and all other assessments which are levied by the Association in accordance with the Bella Collina Documents. 

  3. “Association” means Bella Collina Property Owner’s Association, Inc., a Florida corporation not for profit. 

  4. “Association Property” means the property more particularly described in Article II of the Declaration. 

  5. “Bella Collina” means the planned residential development located in Lake County, Florida, which encompasses the Committed Property, is intended to comprise eight hundred one (801) Homes and the Association Property. 

  6. “Bella CoIJina Documents” means, in the aggregate, the CC&Rs, these Articles, the Bylaws, the Plat, any Additional Plat, and all of the instruments and documents referred to or incorporated therein including, but not limited to, any “Amendment(s)” and “supplemental Declaration(s)” (as such terms are defined in the CC&Rs). 

   7. “Board” means the Board of Directors of the Association.   8. “Bylaws” means the Bylaws of the Association and any amendments thereto.

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  9. “CC&Rs” means the Second Amended and Restated Declaration of Covenants, Conditions, and Restrictions for Bella Collina and Supplemental Declaration, which is intended to be recorded amongst the Public Records of the County, and any amendments thereto. 

  10. “Committed Property” shall mean the portions of Bella Collina, which are committed to the provisions of the Declaration and those portions of Bella Collina which may hereafter become Committed Property pursuant to the recordation of one or more Supplemental Declarations among the Public Records of the County. 

  11. “County” means Lake County, Florida. 

  12. “Declarant” means Ginn-LA Pine Island Ltd., LLLP, a Georgia limited liability limited partnership, its successors and assigns, and any successor or assign to which Ginn-LA Pine Island Ltd., LLLP specifically assigns all or part of the rights of Declarant under the CC&Rs by an express written assignment, whether recorded in the Public Records of the County or not. The written assignment may give notice as to which rights of Declarant are to be exercised and as to which portion of the Committed Property. In any event, any subsequent declarant shall not be liable for any default or obligations incurred by any prior declarant, except as may be expressly assumed by the subsequent declarant 

  13. “Declaration” means the Declaration of Covenants. Restrictions and Easements for Bella Collina, which is intended to be recorded amongst the Public Records of the County, and any amendments thereto. 

  14. “Director” means a member of the Board. 

  15. “Home” means a residential dwelling unit constructed within the Committed Property which is designed and intended for use and occupancy as a single-family residence. 

  16. “Lot” means and refers to any parcel of land within the Committed Property as shown on the Plat or any “Additional Plat” (as such term is defined in the CC&Rs) upon which a Home is permitted to be constructed, together with the improvements thereon and any portion of the Committed Property within Bella Collina that is declared to be a Lot by a Supplemental Declaration and is not subsequently withdrawn from the provisions of the CC&Rs by a Supplemental Declaration. For purposes of Individual Lot Assessments, a Lot is either an Improved Lot or an Unimproved Lot 

  17. “Member” means a member of the Association. 

  18. “Neighborhood” shall mean any development of Lots within the Committed Property which is designated as a Neighborhood as provided in the Declaration.   19. “Neighborhood Expenses” shall mean the actual and estimated expenses incurred by the Association for the benefit of Owners of Homes within a particular Neighborhood or Neighborhoods, all as may be specifically authorized from time to time by the Board and as more particularly set forth in the Declaration.

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  20. “Operating Expenses” means the expenses for which Owners are liable to the Association as described in the Bella Collina Documents and includes, but is not limited to, the costs and expenses incurred by the Association in administering, operating, maintaining, financing or repairing the Association Property or any portion thereof and Improvements thereon and all costs and expenses incurred by the Association in carrying out its powers and duties as set forth in the Bella Collina Documents. 

  21. “Owner” means and refers to the record owner, whether one or more persons or entities, of the fee simple title to any Lot within Bella Collina, and includes Declarant for so long as Declarant owns fee simple title to a Lot, but excluding therefrom those having such interest as security for the performance of an obligation. 

  22.  “Plat” means the Bella Collina Plat recorded in Plat Book 51, Pages 31 through 49, inclusive; the Bella Collina East Plat recorded in Plat Book 53, Pages 95 through 98, inclusive; and the Bella Collina West plat recorded in Plat Book 54, Pages 01 through 19, inclusive, all of the Public Records of the County. In the event an Additional Plat is recorded in the Public Records of the County, then the term “Plat” as used herein shall also mean the Additional Plats.

 Unless otherwise defined herein, the terms defined in the Declaration are incorporated herein by reference and shall appear in initial capital letters each time such terms appears in these Articles. 

ARTICLE II

NAME

  The name of this corporation shall be BELLA COLLINA PROPERTY OWNER’S ASSOCIA TlON, INC., a Florida corporation not for profit. whose principal address and mailing address is 215 Celebration Place, Suite 200, Celebration, FL 34747. 

ARTICLE ID 

PURPOSES 

  The purpose for which the Association is organized is to take title to, operate, administer, manage, lease and maintain the Association Property in accordance with the terms of, and purposes set forth in, the Bella Collina Documents and to carry out the covenants and enforce the provisions of the Bella Collina Documents. 

ARTICLE IV 

POWERS

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  The Association shall have the following powers and shall be governed by the following provisions: 

  A. The Association shall have all of the common law and statutory powers of a corporation not for profit. 

  B. The Association shall have all of the powers granted to the Association in the Bella Collins Documents. All of the provisions of the CC&Rs and Bylaws which grant powers to the Association are incorporated into these Articles. 

  C. The Association shall have all of the powers reasonably necessary to implement the purposes of the Association, including, but not limited to, the following: 

  1. To perform any act required or contemplated by it under the Bella Collina Documents. 

  2. To make, establish, amend and enforce reasonable rules and regulations governing the use of the Association Property and the Committed Property.

  3. To make, levy and collect Assessments for the purpose of obtaining funds from its Members to pay Operating Expenses and Neighborhood Expenses, if any, and other costs defined in the Declaration and costs of collection, and to use and expend the proceeds of Assessments in the exercise of the powers and duties of the Association. The Association shall levy and collect adequate assessments against Members for the costs of maintenance and operation of the Drainage System. 

  4. The Association shall operate, maintain and manage the Drainage System in a manner consistent with the St Johns River Water Management District permit nos. 4-069- 82832-1 and 4-069-86624-1. requirements and applicable District rules, and shall assist in the enforcement of the Declaration provisions which relate to the Drainage System. 

  5. The Association shall operate, maintain and manage the Utility Systems as defined in and pursuant to the requirements and limitations of the CC&Rs. 

  6. The Association shall be responsible for compliance with any Consumptive Use Permit(s) regarding the Committed Property issued by the St. Johns River Water Management District in matters regarding the consumptive use of water within and upon the Committed Property. 

  7. To maintain, repair, replace and operate the Association Property and, in some cases, Committed Property, in accordance with the Bella Collina Documents. 

  8. To enforce by legal means the obligations of the Members and the provisions of the Bella Collina Documents.   9. To employ personnel, retain independent contractors and professional personnel, and enter into service contracts to provide for the maintenance, operation,

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administration and management of the Association Property and, in some cases, the Lots and Committed Property and to enter into any other agreements consistent with the purposes of the Association, including, but not limited to, agreements with respect to professional management of the Association Property, Lots and Committed Property and to delegate to such professional manager certain powers and duties of the Association. 

  10. To enter into the CC&Rs and any amendments thereto and instruments referred to therein. 

  11. To provide, to the extent deemed necessary by the Board, any and all services and do any and all things which are incidental to or in furtherance of things listed above or to carry out the Association mandate to keep and maintain the Committed Property in a proper and aesthetically pleasing condition and to provide the Owners with services, amenities, controls and enforcement which will enhance the quality of life in the Committed Property. 

  12. Notwithstanding anything contained herein to the contrary, the Association shall be required to obtain the approval of three-fourths (3/4) of all Members (at a duly called meeting of the Members at which a quorum is present) prior to the engagement of legal counsel by the Association for the purpose of suing, or making, preparing or investigating any lawsuit, or commencing any lawsuit other than for the following 

  (a) the collection of Assessments; 

  (b) the collection of other charges which Owners are obligated to pay pursuant to the Bella Collina Documents; 

  (c) the enforcement of any applicable use and occupancy restrictions contained in the Bella Collina Documents; 

  (d) dealing with an emergency when waiting to obtain the approval of the Members creates a substantial risk of irreparable injury to the Association Property or to Member(s) (the imminent expiration of a statute of limitations shall not be deemed an emergency obviating the need for the requisite vote of three-fourths (3/4) of the Members); or 

  (e) filing a compulsory counterclaim. 

ARTICLE V 

MEMBERS AND VOTING

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  The qualification of Members of the Association, the manner of their admission to membership, the manner of the termination of such membership and the manner of voting by Members shall be as follows: 

  A. Until such time as the first deed of conveyance of a Lot from Declarant to an Owner is recorded amongst the Public Records of County (“First Conveyance”), the membership of the Association shall be comprised solely of the Declarant Declarant shall be entitled to cast one (1) vote on all matters requiring a vote of the membership. 

  B. Upon the first Conveyance, Declarant shall be a Member as to each of the remaining Lots until each such Lot is conveyed to another Owner, and thereupon and thereafter each and every Owner, including Declarant as to Lots owned by Declarant, shall be a Member and exercise all of the rights and privileges of a Member. 

  C. Membership in the Association for Owners other than Declarant shall be established by the acquisition of ownership of fee simple title to a Lot as evidenced by the recording of an instrument of conveyance amongst the Public Records of the County. Where title to a Lot is acquired by conveyance from a party other than Declarant by means of sale, gift. inheritance, devise, judicial decree or otherwise, the person, persons or entity thereby acquiring such Lot shall not be a Member unless or until such Owner shall deliver a true copy of a deed or other instrument of acquisition of title to the Association. 

  D. The Association shall have two (2) classes of voting membership: 

  1. “Class A Members” shall be all Members, with the exception of Declarant while Declarant is a Class B Member, each of whom shall be entitled to one (1) vote for each Lot owned. 

  2. “Class B Members” shall be Declarant, who shall be entitled to one (1) vote for each Lot owned by Declarant. Class B membership shall cease and be converted to Class A membership upon the earlier to occur of the following events (“Turnover Date”):

  (i) Three (3) months after the conveyance of ninety percent (90%) of the “Total Developed Lots” (as defined in Article X.C hereof) by Declarant, as evidenced by the recording of instruments of conveyance of such Lots amongst the Public Records of the County; or 

  (ii) At such time as Declarant shall designate in writing to the Association. 

On the Turnover Date, Class A Members, including Declarant, shall assume control of the Association and elect not less than a majority of the Board.   E. The designation of different classes of membership are for purposes of establishing the number of votes applicable to certain Lots, and nothing herein shall be deemed to require voting solely by an individual class on any matter which requires the vote of Members, unless otherwise specifically set forth in the Bella Collina Documents.

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F. No Member may assign, hypothecate or transfer in any manner his/her membership in the Association except as an appm1enance to his/her Lot. 

G. Any Member who conveys or loses title to a Lot by sale, gift, devise, bequest, judicial decree or otherwise shall, immediately upon such conveyance or loss of title, no longer be a Member with respect to such Lot and shall lose all rights and privileges of a Member resulting from ownership of such Lot

  H. There shall be only one (1) vote for each Lot. If there is more than one Member with respect to a Lot as a result of the fee interest in such Lot being held by more than one person, such Members collectively shall be entitled to only one (1) vote. The vote of the Owners of a Lot owned by more than one natural person or by a corporation or other legal entity shall be cast by the person named in a certificate signed by all of the Owners of the Lot, or, if appropriate, by properly designated officers, partners or principals of the respective legal entity ( “Voting Member”), and filed with the Secretary of the Association, and such certificate shall be valid until revoked by a subsequent certificate. If such a certificate is not filed with the Secretary of the Association, the vote of such Lot shall not be considered for a quorum or for any other purpose. 

Notwithstanding the foregoing provisions, whenever any Lot is owned by a husband and wife they may, but shall not be required to, designate a Voting Member. In the event a certificate designating a Voting Member is not filed by the husband and wife, the following Provisions shall govern their right to vote: 

  1. When both are present at a meeting, each shall be regarded as the agent and proxy of the other for purposes of casting the vote for each Lot owned by them. In the event they are unable to concur in their decision upon any topic requiring a vote, they shall lose their right to vote on that topic at that meeting, but shall count for purposes of establishing a quorum. 

  2. When only one (1) spouse is present at a meeting, the person present may cast the Lot vote without establishing the concurrence of the other spouse, absent any prior written notice to the contrary by the other spouse. In the event of prior written notice to the contrary to the Association by the other spouse, the vote of said Lot shall not be considered, but shall count for purposes of establishing a quorum. 

  3. When neither spouse is present, the person designated in a “Proxy” (as defined in the Bylaws) signed by either spouse may cast the Lot vote, when voting by Proxy is allowed, absent any prior written notice to the contrary to the Association by the other spouse or the designation of a different Proxy by the other spouse. In the event of prior written notice to the contrary to the Association or the designation of a different Proxy by the other spouse, the vote of said Lot shall not be considered, but shall count for purposes of establishing a quorum. 

I. A quorum shall consist of persons entitled to cast at least thirty percent (30%) of the total number of votes of the Members. 

ARTICLE VI

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TERM  The term for which this Association is to exist shall be perpetual. In the event of dissolution of the Association (unless same is reinstated), other than incident to a merger or consolidation, all of the assets of the Association shall be conveyed to a similar homeowners association or a public agency having a similar purpose, or any Member may petition the appropriate circuit court of the State of Florida for the appointment of a receiver to manage the affairs of the dissolved Association and its properties in the place and stead of the dissolved Association and to make such provisions as may be necessary for the continued management of the affairs of the dissolved Association and its properties. In the event of termination, dissolution or final liquidation of the Association, the responsibility for the operation and maintenance of the Drainage System must be transferred to and accepted by an entity which would comply with Section 40C-42.027. F.A.C., and be approved in writing by the St. Johns River Water Management District prior to such tennination, dissolution or liquidation.

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ARTICLE VII

INCORPORATOR 

The name and address of the Incorporator of these Articles is: 

A.G.C. Co.     200 South Orange A venue 

  Suite 2300 

  Orlando, Florida 32801 

ARTICLE VIII 

OFFICERS

The affairs of the Association shall be managed by the President of the Association, assisted by the Vice President(s), Secretary and Treasurer, and, if any, by the Assistant Secretary(ies) and Assistant Treasurer(s), subject to the directions of the Board. Except for officers elected prior to the Turnover Date, officers must be Members, or the parents, children or spouses of Members. 

The Board shall elect the President, Secretary and Treasurer, and as many Vice Presidents, Assistant Secretaries and Assistant Treasurers as the Board shall, from time to time, determine. The President shall be elected from amongst the membership of the Board. but no other officer need be a Director. The same person may hold two offices, the duties of which are not incompatible; provided, however, the office of President and a Vice President shall not be held by the same person, nor shall the office of President and Secretary or Assistant Secretary be held by the same person. 

ARTICLE IX 

FIRST OFFICERS 

The names of the officers who are to serve until the first election of officers by the Board are as follows: 

John R. Asp President  215 Celebration Place, Suite 200, 

  Celebration, FL 34747

Shawn George Vice-President 1 Hammock Beach Parkway,

  Palm Coast, FL 32137

  Vince Bonner     Secretary     215 Celebration Place, Suite 200, 

   Celebration, FL 34747

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ARTICLE X 

BOARD OF DIRECTORS 

  A. The number of Directors on the first Board of Directors of the Association (“First Board”) and the “lnitial Elected Board” (as hereinafter defined) shall be three (3). The number of Directors elected by the Members subsequent to the “Declarant’s Resignation Event” (as hereinafter defined) shall be not less than three (3) nor more than seven (7), as the Board shall from time to time determine prior to each meeting al which Directors are to be elected. Except for Declarant-Appointed Directors, Directors must be Members or the parents, children or spouses of Members. There shall be only one (1) vote for each Director. 

  B. The names and addresses of the persons who are to serve as Directors on the First Board are as follows: 

NAMES ADDRESSES

 John R. Asp 215 Celebration Place, Suite 200, 

Celebration, FL 34747

 Shawn George     1 Hammock Beach Parkway, 

  Palm Coast, FL 32137

 Vince Bonner       215 Celebration Place, Suite 200, 

   Celebration, FL 34747 

  Declarant reserves the right to replace and/or designate and elect successor Directors to serve on the First Board for so long as the First Board is to serve, as hereinafter provided.

  C.   For purposes of this paragraph, “Total Developed Lots” shall mean the eight hundred one (801) developed Lots which Declarant intends to develop in the Committed Property. Notwithstanding the foregoing, Declarant has reserved the right in the Declaration to modify its plan of development for the Committed Property and to add land to and withdraw and from the Committed Property and, therefore, the total number of Lots and Homes within the Committed Property, and thus the term “Total Developed Lots, “may refer to a number greater or lesser than eight hundred one (801). The number of Lots added to or withdrawn from the Committed Property and the revised number of “Total Developed Lots” will be set forth in a Supplemental Declaration recorded in the County if additional land is added to or withdrawn from the Committed Property.   D. Upon the Turnover Date. the Members other than Declarant (“Purchaser Members”) shall be entitled to elect two (2) of the three (3) Directors, and Declarant shall be entitled to appoint one (1) of the three (3) Directors. The election of the two (2) Directors by the Purchaser Members shall occur at a special meeting of the membership to be called by the Board for such purpose (“lnitial Election Meeting”). The Directors elected by the Purchaser Members shall not be subject to removal by Declarant. The First Board shall serve until the Initial Election Meeting.

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  E. Notwithstanding any other provisions of these Articles, at the Initial Election Meeting, Purchaser Members, who shall include all Members other than Declarant, the number of which may change from time 10 time, shall elect two (2) of the Directors, and Declarant, until the Declarant’s Resignation Event, shall be entitled to designate one (1) Director (same constituting the “initial Elected Board”). Declarant reserves and shall have the right, until the Declarant’s Resignation Event, to name the successor, if any, to any Director it has so designated. Directors elected by the Declarant shall not be subject to removal by the Purchaser Members.
F. The Board shall continue to be so designated and elected. as described in Paragraph E above, at each subsequent “Annual Members’ Meeting” (as defined in the Bylaws), until the Annual Members’ Meeting following the Declarant’s Resignation Event or until a Purchaser Member-elected Director is removed in the manner hereinafter provided. 

  G. The lnitial Election Meeting shall be called by the Association, through the Board. within sixty (60) days after the Purchaser Members are entitled to elect a majority of Directors as provided in Paragraph D hereof. A notice of meeting shall be forwarded to all Members in accordance with the Bylaws; provided. however, that the Members shall be given at least fourteen (14) days’ notice of such meeting. The notice shall also specify the number of Directors which shall be elected by the Purchaser Members and the remaining number of Directors designated by Declarant.

  H. Upon the earlier to occur of the following events (“Declarant’s Resignation Event”), Declarant shall cause all of its designated Directors to resign: 

  1. When Declarant no longer holds at least five percent (5%) of the Total Developed Lots for sale in the ordinary course of business and all Lots sold by Declarant have been conveyed as evidenced by the recording of instruments of conveyance of such Lots amongst the Public Records of the County; or 

  2. When Declarant causes the voluntary resignation of all of the Directors designated by Declarant and does not designate replacement Directors. 

  Upon Declarant’s Resignation Event, the Purchaser Members shall elect a successor Director to fill the vacancy caused by the resignation or removal of the Declarant-appointed Director. This successor Director shall serve until the next Annual Members’ Meeting and until a successor to the Declarant-appointed Director is elected and qualified. In the event Declarant’s Resignation Event occurs prior to the Initial Election Meeting, the Initial Election Meeting shall be called in the manner set forth in Paragraph G of this Article X, and all of the Directors shall be elected by the Purchaser Members at such meeting. At each Annual Members’ Meeting held subsequent to Declarant’s Resignation Event. all of the Directors shall be elected by the Members.   I. The term of the Board elected at the Initial Election Meeting shall be five (5) years. At the election held during the Annual Owners Meeting that occurs after said five (5) year term, a “staggered” term of office of the Board shall be created as follows:

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  1. a number equal to fifty percent (50%) of the total number of Directors rounded to the nearest whole number is the number of Directors whose term of office shall be established at two (2) years and the Directors serving for a two (2) year term will be the Directors receiving the most votes at the meeting; and 

  2. the remaining Directors’ terms of office shall be established at one (1) year. 

At each Annual Members’ Meeting thereafter, as many Directors of the Association shall be elected as there are Directors whose regular term of office expires at such time, and the term of office of the Directors so elected shall be for two (2) years, expiring when their successors are duly elected and qualified. 

  J. The resignation of a Director who has been designated by Declarant or the resignation of an officer of the Association who has been elected by the First Board shall be deemed to remise, release, acquit, satisfy and forever discharge such officer or Director of and from any and all manner of action(s), cause(s) of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in Jaw or in equity, which the Association or Purchaser Members had, now have or will have or which any personal representative, successor, heir or assign of the Association or Purchaser Members hereafter can, shall or may have against said officer or Director for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the day of such resignation, except for such Director’s or officer’s willful misconduct or gross negligence. 

  K. Until Declarant’s Resignation Event, Declarant shall have the right to disapprove any action, policy or program of the Association, the Board and any committee which, in Declarant’s sole and absolute judgment, would tend to impair the rights or interests of Declarant or any builder, interfere with the development or construction of any portion of the Committed Property, or diminish the level of services the Association provides.

  1. The Association, the Board and each committee shall give the Declarant written notice of their meetings and proposed actions to be approved at their meetings (or by written consent in lieu of a meeting). The notice shall comply with notice to Directors provision of the Bylaws and shall, except in the case of the regular meetings held pursuant to the Bylaws, set forth with reasonable particularity the agenda to be followed at such meeting.

  2. The Association, the Board and each committee shall give the Declarant the opportunity at any meeting to join in or to have its representatives or agents join in discussion from the floor of any prospective action, policy or program which would be subject to the right if disapproval described in this Paragraph K.   3. Declarant, its representatives or agents, shall make its concerns, thoughts and suggestions known to the Board and/or the members of the subject committee. The Declarant may exercise its right to disapprove at any time within ten (10) days following the meeting at which such action was proposed or, if the action is approved without a meeting, at any time within ten (10) days following receipt of written notice of the proposed action. This

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right to disapprove may be used to block proposed actions but shall not include a right to require any action or counteraction by the Association, the Board or any committee. The Declarant shall not use its right to disapprove to reduce the level of services which the Association is obligated to provide or to prevent capital repairs or any expenditures required to comply with applicable laws and regulations.

  4. No action, policy or program subject to Declarant’s right of disapproval shall become effective or be implemented until and unless the requirements of subsections (1) and (2) above have been met. 

  L. A Director (other than a Declarant-appointed Director) may be removed from office according to the following: 

  1. A Director (other than a Declarant-appointed Director) may be removed from office upon the affirmative vote of a majority of the voting interests of Purchaser Members for any reason deemed to be in the best interests of the Purchaser Members at a meeting of the Purchaser Members. A meeting of the Purchaser Members to so remove a Director or Directors (other than a Declarant-appointed Director) shall be held upon the written request to the Association of ten percent (10%) of the Purchaser Members. Notice of the meeting of the Purchaser Members shall be given as provided in the Bylaws and shall state the purpose of the meeting. The Board shall duly notice and hold a Board meeting within five (5) full business days after the adjournment of the Purchaser Member meeting at which one or more Directors were recalled. At the meeting of the Board, the Board shall either (i) certify the recall, in which case such Director or Directors shall be recalled effective immediately and shall turn over to the Board within five (5) full business days any and all records and property of the Association in the Director’s or Directors’ possession, or (ii) proceed as described in Paragraph K(3) below. 

  2. A Director (other than a Director) may also be removed by an agreement in writing or by written ballot without a meeting of the Purchaser Members. The agreement in writing or the written ballots, or a copy thereof, shall be served on the Association by certified mail or by personal service in the manner authorized by Chapter 48, Florida Statutes and the Florida Rules of Civil Procedure. Within five (5) full business days after the Association’s receipt of a properly served agreement in writing or written ballots the Board shall duly notice an hold a meeting of the Board. At the meeting of the Board, the Board shall either (i) certify the written ballots or written agreement to recall a director or directors of the Board, in which case such director or directors shall be recalled effective immediately and shall tum over to the Board within five (5) full business days any and all records and property of the Association in the Director’s or Directors’ possession, or (ii) proceed as described in Paragraph K(3) below.   i. When it is determined by the Department, pursuant to binding arbitration proceedings, that an initial recall effort was defective, written recall agreements or written ballots used in the first recall effort and not found to be defective may be reused in one subsequent recall effort. However, in no event is a written agreement or written ballot valid for more than one hundred twenty (120) days after it has been signed by the Purchaser Member.

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  ii. Any rescission or revocation of a Purchaser Member’s written recall ballot or agreement must be in writing and, in order to be effective, must be delivered to the Association before the Association is served with the written recall agreements or ballots. 

  iii. The agreement in writing or ballot shall list at least as many possible replacement Directors as there are Directors subject to the recall, when at least a majority of the Board is sought to be recalled; the person executing the recall instrument may vote for as many replacement candidates as there are Directors subject to the recall. 

  3. If the Board determines not to certify the written agreement or written ballots to recall a Director or Directors of the Board or does not certify the recall by a vote of the Purchaser Members at a meeting, the Board shall, within five (5) full business days after the meeting, file with the Department a petition for binding arbitration pursuant to the applicable procedures in Section 718.1255, Florida Statutes and Section 718.112(2)(j), Florida Statutes, and the rules adopted thereunder. For the purposes of arbitration under this section, the Purchaser Members who voted at the meeting or who executed the agreement in writing shall constitute one party under the petition for arbitration. If the arbitrator certifies the recall as to any Director or Directors of the Board, the recall will be effective upon mailing of the final order of arbitration to the Association. The Director or Directors so recalled shall deliver to the Board any and all records of the Association in the Director’s or Directors’ possession within five (5) full business days after the effective date of the recall. 

  4. Notwithstanding any provision to the contrary, if a vacancy occurs on the Board as a result of a recall and less than a majority of the Directors are removed, the vacancy may be filled by the affirmative vote of a majority of the remaining Directors. If vacancies occur on the Board as a result of a recall and a majority or more of the Directors are removed, the vacancies shall be filled by Purchaser Members voting in favor of the recall; if removal is at a meeting of the Purchaser Members, any vacancies shall be filled by the Purchaser Members at the meeting. If the recall occurred by agreement in writing or by written ballot, Purchaser Members may vote for replacement Directors in the same instrument. 

  5. If the Board fails to duly notice and hold a Board meeting within five (5) full business days after service of an agreement in writing or within five (5) full business days after the adjournment of the Purchaser Member recall meeting the recall shall be deemed effective and the Director(s) so recalled shall immediately turn over to the Board all records and property of the Association. 

  6. If a Director who is removed fails to relinquish his or her office or turn over records as required under this section, the circuit court in the county where the Association maintains its principal office may, upon the petition of the Association, summarily order the Director to relinquish his or her office and turn over all Association records upon application of the Association.   7. The minutes of the Board meeting at which the Board decides whether to certify the recall are an official Association record. The minutes must record the date and time of the meeting, the decision of the Board, and the vote count taken on each Director subject to the recall. In addition, when the Board decides not to certify the recall, as to each vote rejected, the

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minutes must identify the parcel identification number for the Lot and the specific reason for each such rejection. 

  8. When the recall of more than one Director is sought, the written agreement, ballot, or vote at a meeting shall provide for a separate vote for each Director sought to be recalled. 

ARTICLE XI 

INDEMNIFICATION 

  Each and every Director and officer of Association shall be indemnified by the Association against all costs, expenses and liabilities, including attorney and paralegal fees at all trial and appellate levels and postjudgment proceedings, reasonably incurred by or imposed upon him in connection with any negotiation, proceeding, arbitration, litigation or settlement in which he becomes involved by reason of his being or having been a Director or officer of the Association, and the foregoing provision for indemnification shall apply whether or not such person is a Director or officer at the time such cost, expense or liability is incurred. Notwithstanding the above, in the event of any such settlement, the indemnification provisions provided in this Article XI shall not be automatic and shall apply only when the Board approves such settlement and reimbursement for the costs and expenses of such settlement as being in the best interest of the Association, and in the event a Director or officer admits that he is or is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties, the indemnification provisions of this Article XI shall not apply. The foregoing right of indemnification provided in this Article XI shall be in addition to and not exclusive of any and all rights of indemnification to which a Director or officer of the Association may be entitled under statute or common law. 

ARTICLE XII

BYLAWS 

  The Bylaws shall be adopted by the First Board, and thereafter may be altered, amended or rescinded in the manner provided for in the Bylaws. In the event of any conflict between the provisions of these Articles and the provisions of the Bylaws, the provisions of these Articles shall control.

ARTICLE XIII 

AMENDMENTS   A. Prior to the First Conveyance, these Articles may be amended only by an instrument in writing signed by the Declarant and filed in the Office of the Secretary of State of the State of Florida.

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  B. After the First Conveyance, and prior to the Turnover Date, these Articles may be amended solely by a majority vote of the Board, without the prior written consent of the Members, at a duly called meeting of the Board. 

  C. After the Turnover Date, these Articles may be amended in the following manner: 

  1. (a) The Board shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of the Members, which may be at either the Annual Members’ Meeting or a special meeting. Any number of proposed amendments may be submitted to the Members and voted upon by them at one meeting. 

  (b) Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each Member within the time and in the manner provided in the Bylaws for the giving of notice of meetings.

  (c) At such meeting, a vote of the Members shall be taken on the proposed amendment(s). The proposed amendment{s) shall be adopted upon receiving the affirmative vote of a majority of the voting interests. 

  2. An amendment may be adopted by a written statement (in lieu of a meeting) signed by all Members and all members of the Board setting forth their intention that an amendment to the Articles be adopted. 

  D. These Articles may not be amended without the written consent of a majority of the members of the Board. 

  E. Notwithstanding any provisions of this Article XIII to the contrary, these Articles shall not be amended in any manner which shall prejudice the rights of: (i) Declarant, without the prior written consent thereto by Declarant, for so long as Declarant holds either a leasehold interest in or title to at least one (1) Lot; and (ii) any “Institutional Mortgagee” (as such tennis defined in the CC&Rs) without the prior written consent of such Institutional Mortgagee. 

  F. Notwithstanding the foregoing provisions of this Article XIII, no amendment to these Articles shall be adopted which shall abridge, amend or alter the rights of Declarant hereunder, including, but not limited to, Declarant’s right to designate and select members of the First Board or otherwise designate and select Directors as provided in Article X hereof, nor shall any amendment be adopted or become effective without the prior written consent of Declarant. 

  G. Any instrument amending these Articles shall identify the particular article or articles being amended and shall provide a reasonable method to identify the amendment being made. A certified copy of each such amendment shall be attached to any certified copy of these Articles, and a copy of each amendment certified by the Secretary of State shall be recorded amongst the Public Records of the County.   H. Any proposed amendment to these Articles which would affect the Drainage System, conservation areas, or water management portions of common areas shall be submitted

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to the St. Johns River Water Management District for approval prior to adoption of the amendment. 

ARTICLE XIV 

REGlSTERED OFFICE AND REGISTERED AGENT   The street address of the initial registered office of the Association is 200 South Orange Avenue, Suite 2300, Orlando, Florida 32801 and the initial registered agent of the Association at that address shall be A.G.C. Co.

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REGISTERED AGENT CERTIFICATE 

In pursuance of the Florida Not For Profit Corporation Act, the following is submitted, in compliance with said statute: 

That Bella Comna Owners’ Association, lnc., desiring to organize under the laws of the State of Florida, with its registered office, as indicated in the Articles of Incorporation at the City of Orlando, County of Orange, State of Florida, has named A.G.C. Co., located at said registered office, as its registered agent to accept service of process and perform such other duties as are required in the State. 

ACKNOWLEDGMENT: 

Having been named to accept service of process and serve as registered agent for the abovestated Corporation, at the place designated in this Certificate, the undersigned, hereby accepts to act in this capacity, and agrees to comply with the provision of said statute relative in keeping open said office, and further states it is familiar with Section 617.0503, Florida Statutes. 

A.G.C. CO.

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AMENDED AND RESTATED 

BYLAWS 

OF 

BELLA COLLINA PROPERTY OWNER’S ASSOCIATION, INC. 

Section 1. Identification of Association 

  These are the Bylaws of Bella Collina Property Owner’s Association, Inc. (“Association”) as duly adopted by its Board of Directors (“Board”). The Association is a corporation not for profit, organized pursuant to Chapter 617, Florida Statutes. 

  1.1. The office of the Association shall be for the present at 215 Celebration Place, Suite 200, Celebration, FL 34747, and thereafter may be located at any place designated by the Board. 

  1.2. The fiscal year of the Association shall be the calendar year. 

  1.3. The seal of the Association shall bear the name of the Association, the word “Florida” and the words “Corporation Not For Profit” 

  Section 2. Explanation of Terminology 

  The terms defined in the Articles of Incorporation of the Association (“Articles”) as well as in the Second Amended and Restated Declaration of Covenants, Conditions and Restrictions and Supplemental Declaration for Bella Collina (“Declaration”) are incorporated herein by reference and shall appear in initial capital letters each time such terms appear in these Bylaws. 

  Section 3. Membership; Members’ Meetings; Voting and Proxies 

  3.1. The qualification of Members, the manner of their admission to membership in the Association, the manner of termination of such membership and the voting by Members shall be as set forth in the Articles. 

  3.2. The Members shall meet annually (“Annual Members’ Meeting”). The Annual Members’ Meeting shall be held at the office of the Association or at such other place in the County as the Board may determine and on such day and at such time as designated by the Board in the notice of such meeting commencing with the year following the year in which the Articles are filed with the Secretary of State. The purpose of the Annual Members ‘Meeting shall be to hear reports of the officers, elect members of the Board (when that shall be appropriate as determined by the provisions of the Articles) and transact any other business authorized to be transacted at such Annual Members’ Meeting.   3.3. Special meetings (meetings other than the Annual Members’ Meeting) of the Members shall be held at any place within the County whenever called by the President or Vice President or by a majority of the Board: A special meeting must be called by such President or Vice President upon receipt of a written request from Members having the right to vote at

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least one-third (1/3) of the total number of votes entitled to be cast by Members at any such special meeting. 

  3.4. Except as otherwise provided in the Articles, a written notice of each Members’ meeting, whether an Annual Members Meeting or a special meeting (collectively “Meeting”), shall be given to each Member entitled to vote thereat at his last known address as it appears on the books of the Association and shall be mailed to the said address not less than fourteen (14) days nor more than forty-five (45) days prior to the date of the Meeting. Proof of such mailing shall be given by the affidavit of the person giving the notice. Any notice given hereunder shall state the time and place of the Meeting and the purposes for which the Meeting is called. The notices of all Annual Members’ Meetings shall, in addition, specify the number of Directors of the Association to be designated by Declarant and the number of Directors to be elected by the Members, if applicable. Notwithstanding any provisions hereof to the contrary, notice of any Meeting may be waived before, during or after such Meeting by a Member or by the person entitled to vote for such Member by signing a document setting forth the waiver of such notice. 

  3.5. The Members may, at the discretion of the Board, act by written response in lieu of a Meeting provided written notice of the matter or matters to be agreed upon is given to the Members or duly waived in accordance with the provisions of these Bylaws. Unless some greater number is required under the Bella Collina Documents and except as to the election of Directors, which shall be accomplished by plurality vote, the decision of a majority of the votes cast by Members as to the matter or matters to be agreed or voted upon shall be binding on the Members provided a quorum is either present at such Meeting or submits a response if action is taken by written response in lieu of a Meeting, as the case may be. The notice with respect to actions 10 be taken by written response in lieu of a Meeting shall set forth the time period during which the written responses must be received by the Association. 

  3.6. (a) A quorum of the Members shall consist of Members entitled to cast thirty percent (30%) of the total number of votes of the Members. Limited “Proxies” and general “Proxies” (as hereinafter defined in Paragraph 3.10) may be used to establish a quorum. 

  (b) When a quorum is present at any Meeting and a question which raises the jurisdiction of such Meeting is presented, the holders of a majority of the voting rights present in person or represented by written Proxy shall be required to decide the question. However, if the question is one upon which a vote other than the majority vote of a quorum. is required by express provision of the Bella Collina Documents or by law, then such express provision shall govern and control the required vote on the decision of such question.  3.7. At any Annual Members’ Meeting when elections of Directors are to occur, written ballots are to be supplied to Members for such purposes. Members may not vote for Directors by Proxy, but may vote by absentee ballot. Furthermore, at any Annual Members Meeting at which Directors are to be elected, the “Chairman” (as hereinafter defined in Paragraph 7 .2) shall appoint an “Election Committee” consisting of three (3) Members to supervise the election, count and verify ballots, disqualify votes if such disqualification is justified under the circumstances and certify the results of the election to the Board. The Election Committee shall be able to determine questions within its jurisdiction by plurality vote of all

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three (3) members, but matters resulting in deadlocked votes of the Election Committee shall be referred to the entire Board for resolution. 

  3.8. If a quorum is not in attendance at a Meeting, the Members who are present, either in person or by Proxy, may adjourn the Meeting from time to time until a quorum. is present with no further notice of such adjourned Meeting being required unless otherwise determined by the Board. 

  3.9. Minutes of all Meetings shall be kept in a businesslike manner and be available for inspection by the Members and Directors at all reasonable times. The Association shall retain minutes for at least seven (7) years subsequent to the date of the meeting the minutes reflect. 

  3.10. Voting rights of Members shall be as stated in the Articles with respect to the election of all Boards other than the First Board. Such votes may be cast in person or by absentee ballot. Proxies may be used to vote on other agenda items at meetings at which Directors are to be elected, and may also be used to establish a quorum “Proxy” is defined to mean an instrument containing the appointment of a person who is substituted in the place and stead of the person or authorized representative of an entity entitled to vote. Proxies shall be in writing signed by the person or authorized representative of an entity giving the same and shall be valid only for the particular Meeting designated therein and, if so stated in the Proxy, any adjournments thereof, provided, however, any proxy automatically expires ninety (90) days after the date of the meeting for which it was originally given. A Proxy must be filed with the Secretary of the Association before the appointed time of the Meeting in order to be valid. Any Proxy may be revoked prior to the time a vote is cast in accordance with such Proxy. 

  3.11. The voting on any matter at a Meeting shall be by secret ballot upon request of the holders of ten percent (10%) of the votes represented at such Meeting and entitled to be cast on such matter, if such request is made prior to the vote in question. 

  3.12. Members have the right to attend all Meetings and to speak for at least three (3) minutes at any Meeting with reference to all items opened for discussion or included on the agenda. A Member may speak to any item if such Member submits to the Association a written request to speak prior to the Meeting. The Association may adopt written rules governing the frequency, duration, and other manner of Member and parcel owner statements. 

  Section 4. Board; Directors’ Meetings 

  4.1. The business and administration of the Association shall be by its Board. 

  4.2. The election and, if applicable, designation of Directors shall be conducted in accordance with the Articles. Except for Declarant-appointed Directors, Directors must be Members or the parents, children or spouses of Members.   4.3. (a) Any person elected or designated as a Director shall have all the rights, privileges, duties and obligations of a Director of the Association.

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  (b) The term of a Director’s service shall be as stated in the Articles and, if not so slated, shall extend until the next Annual Members’ Meeting and thereafter until his successor is duly elected and qualified or until he resigns or is removed in the manner elsewhere provided. 

  4.4. The organizational meeting of a newly elected Board shall be held within ten (10) days of its election at such place and time as shall be fixed by the Directors at the meeting at which they were elected. Provided the organizational meeting is held directly following the Annual Members’ Meeting, no further notice of the organizational meeting shall be necessary; if not, however, notice of the organizational meeting shall be given in accordance with Section 720.303(2) of the Florida Statutes. 

  4.5. Regular meetings of the Board may be held at such times and places in the County as shall be determined from time to time by a majority of the Directors. Special meetings of the Board may be called at the discretion of the President or the Vice President. Special meetings must be called by the Secretary at the written request of at least one-third (113) of the Directors. Any such special meeting may be held in the County at such time and place as determined by the Directors requesting such meeting or in such other place as all of the Directors shall agree upon. 

  4.6. Notice of the time and place of regular and special meetings of the Board, or adjournments thereof, shall be given to each Director personally or by mail, telephone or telegraph at least three {3) days prior to the day named for such meeting unless such notice is waived before, during or after such meeting. Any Director may waive notice of the meeting in writing before, during or after a meeting and such waiver shall be deemed equivalent to the receipt of notice by such Director. 

  4.7 Notice of all Board meetings shall be given to the members in accordance with Section 720.303(2) of the Florida Statutes. 

  4.8. A quorum of the Board shall consist of the Directors entitled to cast a majority of the votes of the entire Board. Matters approved by a majority of the Directors present at a meeting at which a quorum is present shall constitute the official acts of the Board, except as may be otherwise specifically provided by law, by the Articles or elsewhere herein. If at any meeting of the Board there shall be less than a quorum present, the majority of those present may adjourn the meeting from time to time until a quorum is present. At any meeting that takes place on account of a previously adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted. In the case of the adjournment of a meeting, no further notice of the adjourned meeting need be given unless otherwise determined by the Board. 

  4.9. The presiding officer at all Board meetings shall be the President. In the absence of the President, the Directors shall designate any one of their number to preside.   4.10. Directors’ fees, if any, shall be determined by the Members.

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  4.11. Minutes of all meetings of the Board shall be kept in a businesslike manner and be available for inspection by Members and Directors at all reasonable times. Minutes shall be maintained in written form or in another form that can be converted into written form within a reasonable time. A vote or abstention from voting in each matter voted upon for each Director present at a Board meeting must be recorded in the minutes. 

  4.12. The Board shall have the power to appoint an “Executive Committee(s)” of the Board consisting of not less than three (3) Directors. An Executive Committee(s) shall have and exercise such powers of the Board as may be delegated to such Executive Committee(s) by the Board. 

  4.13. Meetings of the Board shall be open to all Members, and Members shall have the right to speak for at least three (3) minutes on any matter placed on the agenda by petition of the voting interests. The Board may adopt written reasonable rules concerning the right of Members to speak and governing the frequency, duration, and other manner of Member statements. . The Board may also hold closed meetings to the extent permitted by applicable law, including, by way of example but not by way of limitation, when the discussion at a meeting is governed by attorney-client privilege. In the event a Member not serving as a Director or not otherwise invited by the Directors to participate in a meeting attempts to become more than a mere observer at the meeting or conducts himself in a manner detrimental to the carrying on of the meeting, then any Director may expel said Member from the meeting by any reasonable means which may be necessary to accomplish said Member’s expulsion. Also, any Director shall have the right to exclude from any meeting of the Board any person who is not able to provide sufficient proof that he is a Member or a duly authorized representative, agent or proxy holder of a Member, unless said person has been specifically invited by any of the Directors to participate in such meeting.   4.14. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, specifically setting forth the action to be taken, shall be signed by all the Directors entitled to vote with respect to the subject matter thereof and such consent shall have the same force and effect as a unanimous vote of the Directors, provided, however, whenever Assessments are to be considered or when rules that regulate the use of Committed Property may be adopted, amended or revoked, they may be considered only at a meeting of the Directors properly noticed to all Members in accordance with Section 720.303(2), Florida Statutes. Section 720.303(2), Florida Statutes, requires at a minimum that (i) written notice containing a description regarding the nature of Assessments to be considered or levied be provided to all Members at least fourteen (14) days before such meeting of the Board, (ii) written notice containing a description regarding the nature of Special Assessments to be considered or levied be mailed, delivered or electronically transmitted to all Members and posted conspicuously on the Association Property not less than fourteen (14) days before such meeting of the Board, or (iii) written notice containing a statement that changes to the roles regarding the use of the Committed Property will be considered, adopted, amended, or revoked be mailed, delivered or electronically transmitted to all Members and posted conspicuously on the Association Property not less than fourteen (14) days before such meeting of the Board.

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  4.15 If twenty percent (20%) of the total voting number of votes of the Members petition the Board 10 address an item of business, the Board shall at its next regular Board meeting or at a special meeting of the Board, but in no event later than sixty (60) days after the receipt of the petition, take the petitioned item up on the Board’s agenda. The Board shall give all members notice of the meeting, in accordance with Section 720.303(2), Florida Statutes. Each Member shall have the right to speak for three (3) minutes on each matter placed on the agenda by petition, provided that the Member signs the sign-up sheet, if one is provided, or submits a written request to speak prior to the meeting. Other than addressing the petitioned item at the meeting, the Board is not obligated to take any other action requested by the petition. 

  Section 5. Powers and Duties of the Board 

  5.1. All of the powers and duties of the Association shall be exercised by the Board. Such powers and duties of the Board shall include, but not be limited to, all powers and duties set forth in the Bella Collina Documents, as well as all of the powers and duties of a director of a corporation not for profit not inconsistent therewith. 

  5.2. The Association may employ a manager to perform any of the duties, powers or functions of the Association. Notwithstanding the foregoing, the Association may not delegate to the manager the power to conclusively determine whether the Association should make expenditures for capital additions or improvements chargeable against the Association funds. The members of the Board shall not be personally liable for any omission or improper exercise by the manager of any duty, power or function delegated to the manager by the Association. 

  Section 6. Late Fees 

  An Owner who fails to timely pay any Assessment shall be charged a late charge of One Hundred Dollars ($100) by the Association for such late Assessment. Owners shall be responsible to pay all legal fees (including, but not limited to, attorney and paralegal fees and court costs) incurred in connection with the collection of late Assessments whether or not an action at law to collect said Assessments and foreclose the Association’s lien has been commenced. The Board has authorized the following initial schedule of fees for such circumstances: 

  (a) One Hundred Fifty Dollars ($150) for a Claim of Lien plus recording costs and sending of Notice of Intention to Foreclose; 

  (b) One Hundred Dollars ($100) for a Satisfaction of Lien plus recording costs; and 

  (c) Any further action would require an hourly computation of attorney and/or paralegal time spent pursuing collection of such unpaid Assessments.   Section 7. Officers of the Association

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  7.1. Executive officers of the Association shall be the President, who shall be a Director, one or more Vice Presidents, a Treasurer and a Secretary, all of whom shall be elected annually by the Board. Any officer may be removed without cause from office by vote of the Directors at any meeting of the Board. The Board may, from time to time, elect such other officers and assistant officers and designate their powers and duties as the Board shall find to be required to manage the affairs of the Association. One person may hold any two offices simultaneously, except when the functions of such offices are incompatible, but no person shall bold the office of President and any of the following offices simultaneously: Vice President, Secretary or Assistant Secretary. 

  7.2. The President shall be the chief executive officer of the Association. He shall have all of the powers and duties which are usually vested in the office of the President of an association or a corporation not for profit, including, but not limited to, the power to appoint such committees from among the Members at such times as he may, in his discretion, determine appropriate to assist in the conduct of the affairs of the Association. If in attendance, the President (“Chairman”) shall preside at all meetings of the Board and the Members; provided, however, that the President may appoint a substitute. 

  7.3. In the absence or disability of the President, a Vice President shall exercise the powers and perform the duties of the President. If there is more than one (1) Vice President, the Board shall designate which Vice President is to perform which duties. The Vice President(s) shall also generally assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Board. In the event there shall be more than one Vice President elected by the Board, then they shall be designated “First,” “Second,” etc., and shall exercise the powers and perform the duties of the presidency in such order. 

  7.4. The Secretary shall keep the minutes of all meetings of the Board and the Members, which minutes shall be kept in a businesslike manner and be available for inspection by Members and Directors at all reasonable times. The Secretary shall have custody of the seal of the Association and affix the same to instruments requiring such seal when duly authorized and directed to do so. The Secretary shall be custodian for the corporate records of the Association, except those of the Treasurer, and shall perform all of the duties incident to the office of Secretary of the Association as may be required by the Board or the President. The Assistant Secretary, if any, shall perform the duties of the Secretary when the Secretary is absent and shall assist the Secretary under the supervision of the Secretary. 

  7.5. The Treasurer shall have custody of all of the monies of the Association, including funds, securities and evidences of indebtedness. The Treasurer shall keep the assessment rolls and accounts of the Members and shall keep the books of the Association in accordance with good accounting practices and he shall perform all of the duties incident to the office of the Treasurer. The Assistant Treasurer, if any, shall perform the duties of the Treasurer when the Treasurer is absent and shall assist the Treasurer under the supervision of the Treasurer.   7.6. The compensation, if any, of the officers and other employees of the Association shall be fixed by the Board. This provision shall not preclude the Board from hiring a Director as an employee of the Association or preclude contracting with a Director or a party

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affiliated with a Director for the management or performance of contract services for all or any part of Bella Collina. 

  Section 8. Resignations 

  Any Director or officer may resign his post at any time by written resignation, delivered to the President or Secretary, which shall take effect upon its receipt unless a later date is specified in the resignation, in which event the resignation shall be effective from such date unless withdrawn. The acceptance of a resignation shall not be required to make it effective. The conveyance of all Lots owned by any Director or officer (other than appointees of Declarant) shall constitute a written resignation of such Director or officer. 

  Section 9. Accounting Records; Fiscal Management 

  9.1. The Association shall prepare an annual financial report within sixty (60) days after the close of the fiscal year. The financial report of the Association shall be prepared as follows: 

  (a) If the Association meets the criteria of this subparagraph the Association shall prepare or cause to be prepared a complete set of financial statements in accordance with Generally Accepted Accounting Principles. The financial statements shall be based upon the Association’s total annual revenues, as follows: 

  1. If the Association has total annual revenues of $100,000.00 or more, but less than $200,000.00, the Association shall prepare compiled financial statements. 

  2. If the Association has total annual revenues of at least $200,000.00, but Jess than $400,000.00, the Association shall prepare reviewed financial statements. 

  3. If the Association has total annual revenues of $400,000.00, or more, the Association shall prepare audited financial statements. The auditor of the Association’s financial statements shall be determined by a vote of the Board. 

  (b) If the Association meets the criteria of this paragraph the Association shall prepare or cause to be prepared a complete set of financial statements in accordance with the following provisions: 

  1. If the Association has total annual revenues of less than $100,000.00, the Association shall prepare a report of cash receipts and expenditures.   2. The report of cash receipts and expenditures must disclose the amount of receipts by accounts and receipt classifications and the amount of expenses by accounts and expense classifications, including, but not limited to, the following, as applicable: costs for security, professional, and management fees and expenses; taxes; costs for recreation facilities; expenses for refuse collection and utility services; expenses for lawn care; costs for building maintenance and repair; insurance costs; administration and salary expenses; and reserves if maintained by the association.

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  (c) If twenty percent (20%) of the total number of votes of the Members petition the Board for a level of financial reporting higher than that required by this Section 9, the Association shall duly notice and hold a meeting of Members within thirty (30) days of receipt of the petition for the purpose of voting on raising the level of reporting for that fiscal year. Upon approval of a majority of the number of votes of the Members, the Association shall prepare or cause to be prepared, shall amend the budge or adopt a Special Assessment to pay for the financial report regardless of any provision to the contrary in the governing documents, and shall provide within ninety (90) days of the meeting or the end of the fiscal year, whichever occurs later: 

  1. Compiled, reviewed, or audited financial statements, if the Association is otherwise required to prepare a report of cash receipts and expenditures; 

  2. Reviewed or audited financial statements, if the Association is otherwise required to prepare compiled financial statements; or 

  3. Audited financial statements if the Association is otherwise required to prepare reviewed financial statements. 

  (d) If approved by a majority of the Members present at a properly called meeting of the Association, the Association may prepare or cause to be prepared: 

  1. A report of cash receipts and expenditures in lieu of a compiled, reviewed, or audited financial statement; 

  2. A report of cash receipts and expenditures or a compiled financial statement in lieu of a reviewed or audited financial statement; or 

  3. A report of cash receipts and expenditures, a compiled financial statement, or a reviewed financial statement in lieu of an audited financial statement. 

  9.2 The Association’s accounting records shall be open to inspection by Members and Institutional Mortgagees or their respective authorized representatives at reasonable times. Such authorization as a representative of a Member must be in writing and signed by the person giving the authorization and dated within sixty (60) days of the date of the inspection. Such records shall include, but not be limited to: (i) a record of all receipts and expenditures; (ii) an account for each Lot within Bella Collina which shall designate the name and address of the Owner thereof, the amount of Individual Lot Assessments and all other Assessments, if any charged to the Lot, the amounts and due dates for payment of same, the amounts paid upon the account and the dates paid, and the balance due; (iii) any tax returns, financial statements and financial reports of the Association; and (iv) any other records that identify, measure, record or communicate financial information.   9.3. The Board shall adopt a Budget (as defined and provided for in the Declaration) of the anticipated Operating Expenses for each forthcoming calendar year (the fiscal

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the year to which the Budget applies. Notice of such special meeting of the Board, at which Assessments or Special Assessments will necessarily be considered or levied, shall be properly noticed to all Members in accordance with Section 720.303(2), Florida Statutes, which among other requirements requires fourteen (14) day written notice to the Members containing a statement regarding the nature of the Assessments or Special Assessments to be considered or levied. Prior to the Budget Meeting, a proposed Budget for the Operating Expenses shall be prepared by or on behalf of the Board. Within thirty (30) days after adoption of the Budget, a copy thereof shall be furnished to each Member, upon request, and each Owner shall be given notice of the Individual Lot Assessment applicable to his Lot(s). The copy of the Budget, if requested, shall be deemed furnished and the notice of the Individual Lot Assessment shall be deemed given upon its delivery or upon its being mailed to the Owner shown on the records of the Association at his last known address as shown on the records of the Association. If a Neighborhood within Bella Collina is administered by a Neighborhood Association, the total anticipated Neighborhood Expense for the Neighborhood each calendar year shall be set forth in a budget prepared by the Board of the Neighborhood Association. If a Neighborhood is not administered by a Neighborhood Association, the total anticipated Neighborhood Expenses for the Neighborhood each calendar year shall be set forth in a budget prepared by the Board of the Association. 

  9.4. In administering the finances of the Association, the following procedures shall govern: (i) the fiscal year shall be the calendar year; (ii) any monies received by the Association in any calendar year may be used by the Association to pay expenses incurred in the same calendar year; (iii) there shall be apportioned between calendar years on a basis any expenses which are prepaid in any one calendar year for Operating Expenses and Neighborhood Expenses, if any, which cover more than such calendar year, (iv) Assessments shall be made quarterly in amounts no less than are required to provide funds in advance for payment of all of the anticipated current Operating Expenses and Neighborhood Expenses, if any, and for all unpaid Operating Expenses and Neighborhood Expenses, if any, previously incurred; and (v) items of Operating Expenses and Neighborhood Expenses, if any, incurred in a calendar year shall be charged against income for the same calendar year regardless of when the bill for such expenses is received. Notwithstanding the foregoing, the Assessments for Operating expenses and Neighborhood Expenses, if any, and any periodic installments thereof shall be of sufficient magnitude to insure an adequacy and availability of cash to meet all budgeted expenses in any calendar year as such expenses are incurred in accordance with the cash basis method of accounting. 

  9.5. Individual Lot Assessments and Neighborhood Assessments, if any, shall be payable as provided in the Declaration or any Supplemental Declaration.   9.6. No Board shall be required to anticipate revenue from Assessments or expend funds to pay for Operating Expenses or Neighborhood Expenses not budgeted or which shall exceed budgeted items, and no Board is required to engage in deficit spending. Should there exist any deficiency which results from there being greater Operating Expenses or Neighborhood Expense than monies from Assessments, then such deficits shall be carried into the next succeeding year’s Budget as a deficiency or shall be the subject of a Special Assessment

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or an upward adjustment to the Individual Lot Assessment or Neighborhood Assessment, if applicable.

  9.7. The depository of the Association shall be such bank or banks as shall be designated from time to time by the Board in which the monies of the Association shall be deposited. Withdrawal of monies from such account shall be only by checks signed by such persons as are authorized by the Board. 

  9.8. A report of the accounts of the Association shall be made annually by an accountant and a copy of the report shall be furnished to each Member who requests same in writing no later than the first day of April of the year following the year for which the report is made. The report shall be deemed to be furnished to the Member upon its delivery or mailing to the Member at his last known address shown on the records of the Association. 

  Section 10. Rules and Regulations 

  The Board may at any meeting of the Board consider and adopt rules and regulations or amend, modify, rescind, or revoke then existing rules and regulations for the operation of Bella Collina; provided, however, that such rules and regulations are not inconsistent with the terms or provisions of the Bella Collina Documents and that notice of any meeting of the Board at which rules regulating the use of the Committed Property will be considered, adopted, amended, modified, rescinded or revoked is provided to the Members in accordance with Section 720.303(2), Florida Statutes, which among other requirements requires fourteen (14) day written notice to the Members containing a statement concerning the nature of the proposed changes to the rules. Copies of any rules and regulations promulgated, amended or rescinded shall be mailed or delivered to all Members at the last known address for such Members as shown on the records of the Association at the time of such delivery or mailing and shall not take effect until forty-eight ( 48) hours after such delivery or mailing, or, in the event both forms of notification are used, whichever is later. Notwithstanding the foregoing. when rules and regulations are to regulate the use of a specific portion of the Association Property, same shall be conspicuously posted at such facility and such rules and regulations shall be effective immediately upon such posting. Care shall be taken to insure that posted rules and regulations are conspicuously displayed and easily readable and that posted signs or announcements are designed with a view toward protection from weather and the elements. Posted rules and regulations which are tom down or lost shall be promptly replaced. 

  Section 11. Parliamentary Rules 

  The then latest edition of Robert’s Rules of Order shall govern the conduct of all meetings of the Members and the Board; provided, however, if such rules of order are in conflict with any of the Bella Collina Documents, Robert’s Rules of Order shall yield to the provisions of such instrument.   Section 12. Roster of Owners

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  Each Owner shall file with the Association a copy of the deed or other document showing his ownership interest in Bella Collina. The Association shall maintain such information. The Association may rely on the accuracy of such information for all purposes until notified in writing of changes therein. 

  Section 13. Amendment of the Bylaws 

  13.1. These Bylaws may be amended as hereinafter set forth in this Section 13. 

  13.2. After the Turnover Date, any Bylaw of the Association may be amended or repealed, and any new Bylaw of the Association may be adopted by either: 

  (a) a majority vote of the Members at any Annual Members Meeting or any special meeting of the Members called for that purpose or by majority action of the Members who have acted by written response in lieu of a Meeting as permitted by these Bylaws; or 

(b) by the affirmative vote of a majority of the Directors then in office at any regular meeting of the Board or at any special meeting of the Board called for that purpose or by written instrument signed by all of the Directors as is permitted by these Bylaws. provided that the Directors shall not have any authority to adopt, amend or repeal any Bylaw if such new Bylaw or such amendment or the repeal of a Bylaw would be inconsistent with any Bylaw previously adopted by the Members. 

  13.3. Notwithstanding any of the foregoing provisions of this Section 13 to the contrary, until the Turnover Date, all amendments or modifications to these Bylaws and adoption or repeal of Bylaws shall only be made by action of the First Board as described in the Articles, which First Board shall have the power to amend, modify, adopt and repeal any Bylaws without the requirement of any consent, approval or vote of the Members. 

  13.4. Notwithstanding the foregoing provisions of this Section 13, there shall be no amendment to these Bylaws which shall abridge, amend or alter the rights of: (i) Declarant, without the prior written consent thereto by Declarant for so long as Declarant holds title to at least one (1) Lot; or (ii) any Institutional Mortgagee without the prior written consent of such Institutional Mortgagee. 

  13.5. Any instrument amending, modifying, repealing or adding Bylaws shall identify the particular section or sections affected and give the exact language of such modification, amendment or addition or of the provisions repealed. A copy of each such amendment, modification, repeal or addition attested to by the Secretary or Assistant Secretary of the Association shall be recorded amongst the Public Records of the County. 

Section 14. Interpretation

In the case of any conflict between the Articles and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the

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EXHIBIT “F” 

Rules and Regulations 

  The purpose of the Rules and Regulations is not to anticipate all acceptable or unacceptable behavior in advance and eliminate all improvements or activities which fall outside of “the norm.” In fact, it is expressly intended that Board have discretion to approve or disapprove items, or to enforce or not enforce technical violations of the Bella Collina Documents, based upon aesthetic or other considerations consistent with the established guidelines. The exercise of discretion in approving or enforcement shall not be construed as a waiver of approval or enforcement rights, nor shall it estop the Board from taking enforcement action in any appropriate circumstances. 

  Subject to the above, the following restrictions shall apply to all of the Committed Property (exclusive of the Club Property) until such time as they are amended, modified, repealed, or limited in accordance with the Bella Collina Documents. 

  (a) Animals and Pets. No animals of any kind, including livestock and poultry, shall be raised, bred, or kept on any portion of the Committed Property, except that a reasonable number of usual and common household pets, as determined in the Board’s discretion, may be kept on a Lot and that pit bulls are prohibited. Upon the Board’s request, an Owner, at his or her expense, shall remove any pet which is permitted to roam free, or, in the Board’s discretion, endangers health, makes objectionable noise, or constitutes a nuisance or inconvenience to other Owners or residents of any portion of the Committed Property. If the Owner fails to honor such request, the Board may cause the pet to be removed at the Owner’s expense. No animals shall be kept, bred, or maintained for any commercial purpose. Pets shalt be kept on a leash or otherwise confined in a manner acceptable to the Board whenever outside a structure. 

  (b) Wildlife. Capturing, harassing, killing, feeding, or trapping wildlife is prohibited within the Committed Property, except in circumstances imposing an imminent threat to the safety of persons or pets. Provided, however, bird feeders may be installed in the rear of a Lot. 

  (c) Firearms; Fireworks. The use and discharge of firearms within the Committed Property is prohibited. The term “firearms” includes “B-B” guns, pellet guns, and other firearms of all types, regardless of size. The use and discharge of fireworks is prohibited except by license granted by the Association.   (d) Nuisances. No Owner shall engage, or allow any of such Owner’s family members, guests, or invitees to engage, in any activity which constitutes a nuisance (meaning offensive or detrimental activity, as determined by the Board), or which materially disturbs or destroys the vegetation, wildlife, or air quality within the Committed Property, or which results in unreasonable levels of sound or light pollution.

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  (e) Garages. Garage doors shall remain closed except for temporary periods reasonably related to the active use of the garage, as determined in the Board’s discretion. A garage or carport may not be converted to finished space for use as an apartment, an integral part of the Lot’s living area, or for purposes other than parking vehicles and ancillary storage, without prior approval of the ACB.

  (f) Exterior Lighting. Excessive exterior lighting on any Lot is prohibited. The Board in its discretion shall determine whether any exterior lighting is excessive. 

  (g) Storage of Goods. Storage (except in approved structures or containers) of furniture, fixtures, appliances, machinery, equipment, or other goods and chattels on the Association Property, or, if not in active use, on any portion of a Lot which is visible from outside the Lot is prohibited. 

  (h) Prohibited Conditions. The following conditions, structures, or activities are prohibited on any Lot:

  (i) Dogs runs and animal pens of any kind, unless properly screened and approved by the ACB; 

  (ii) Detached shacks, storage sheds or other structures of a temporary nature on any Lot except as may be authorized by Declarant during the initial construction of improvements within the Committed Property. Temporary structures used during the construction or repair of a dwelling or other improvements shall be removed immediately after the completion of construction or repair. Storage sheds may be permitted subject to prior approval by the ACB and compliance with applicable Guidelines; 

  (iii) Freestanding flagpoles; provided, flags may be displayed using a bracket or other approved device mounted to a dwelling so long as the size of the flag displayed does not exceed a standard size (as set forth in the Guidelines or determined in the Board’s discretion and set forth in a Board rule); 

  (iv) Outdoor athletic and recreational facilities such as playscapes, swing sets, and sport courts (including basketball hoops), unless approved in advance by the ACB (proper screening may be required for any such facilities); and 

  (v) Outside clotheslines or other outside facilities for drying or airing clothes. 

  In any event, and notwithstanding the above list of prohibited conditions, any structure, improvement, or thing proposed for construction, erection, installation, or placement on a Lot requires prior ACB approval, unless specifically made exempt under the Guidelines.   Any condition, structure, improvement, or thing permitted to be placed, constructed, erected, or installed on a Lot, including those described above, shall be maintained in good condition at all times in compliance with the Committed Property-Wide Standard.

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  (i) Quiet Enjoyment. Nothing shall be done or maintained on any part of a Lot which emits foul or obnoxious odors outside the Lot or creates noise or other conditions which tend to disturb the peace, quiet, safety, comfort, or serenity of the occupants and invitees of other portions of the Committed Property. No noxious, illegal, or offensive activity shall be carried on upon any portion of the Committed Property which, in the Board’s reasonable determination, tends to cause embarrassment, discomfort, annoyance, or nuisance to others.

  (j) Signs. No sign shall be erected within the Committed Property, except those required by law, including posters, circulars, and billboards; provided, the following types of signs may be erected on a Lot without the Board’s written consent: (i) residential identification signs of a face area of 75 square inches or less for identification of the occupant and its address, in a style designated by the Guidelines; and (ii) security signs in a style and location designated in the Guidelines. This restriction shall not apply to entry, directional, and marketing signs installed by or with the consent of Declarant. The Association, with the Board’s approval, shall have the right to erect signs on the Association Property. 

  (k) Holiday Decorations. Owners may display holiday decorations on their Lots if the decorations are of the kinds normally displayed in single family residential neighborhoods, are of reasonable size and scope, and do not disturb other Owners,, residents, and Club Property Owner by excessive light or sound emission or by causing an unreasonable amount of spectator traffic. Permitted decorations may be displayed for such periods as are normal and customary for comparable residential communities, as the Board determines. 

  (l) Antennas and Satellite Dishes. No antenna, satellite dish, or other device for the transmission or reception of television or radio (including amateur or ham radios) signals is permitted outside the dwelling on a Lot, except as otherwise permitted under Article Section 18 of these CC&Rs. An application for the installation of such antenna or other device must be submitted to the ACB for approval and approval will be granted only if the application meets the provisions of Article X, Section 18. The ACB may, from time to time, promulgate rules and regulations governing the installation of antennae and other devices to be included within the Guidelines, provided, however, all such rules and regulations shall be consistent with 47 C.F.R. Part 1, Subpart S, Section 1.4000, as amended, promulgated under the Telecommunications Act of 1996, as amended from time to time. The ACB shall consider any such application on an expedited basis.   Any antennae or apparatus approved by the ACB for installation shall be attached to the roof or exterior of a Home in a location designated by the ACB for the installation of such apparatus, or, if the ACB is unable to designate an appropriate installation location, on the Owner’s Home in the best location that allows for acceptable reception yet maximum aesthetic compatibility with the surrounding environment. An Owner will be required to paint the apparatus to match the exterior paint color of the Home, as applicable, if such painting does not void any warranty on the apparatus. In addition, the ACB may requiring the reasonable installation of plants to be placed around the apparatus or some other means of obscuring the apparatus from the view of other owners or persons on the ground.

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  Notwithstanding the above, Declarant and/or the Association may erect an antenna, satellite dish, or other apparatus for a master antenna, cable, or other communication system for the benefit of all or a portion of the Committed Property, should any master system or systems be used by the Association and require such exterior apparatus. 

  (m) Trash Containers and Collection. No garbage or trash shall be placed or kept on any Lot, except in covered containers of a type, size and style which are pre-approved by the Declarant or specifically permitted under the Guidelines, or as required by the applicable governing jurisdiction. Such containers shall be screened from view outside of the Lot except when they are being made available for collection and then only for the shortest time reasonably necessary to effect such collection. Rubbish, trash, and garbage must be removed from the Lots and may not accumulate on any Lot. Outdoor incinerators may not be kept or maintained on any Lot.

  (n) Pool Equipment. All pool equipment stored on any Lot shall be screened from view from outside the Lot. 

  (o) Unsightly or Unkempt Conditions. All portions of a Lot outside enclosed structures shall be kept in a clean and tidy condition at all times. No rubbish or debris of any kind shall be placed or permitted to accumulate upon or adjacent to any Lot in a manner which is unsanitary, unsightly, offensive, or detrimental to any other portion of the Committed Property, as the Board may determine. 

  Woodpiles or other material shall be properly screened and stored in such a manner so as not to attract rodents, snakes, and other animals and or create a fire hazard, as the Board determines. No activities shall be conducted upon or adjacent to any Lot or within any structure on a Lot which are or might be unsafe or hazardous to any person or property. Open fires are prohibited within the Committed Property, except in a contained outdoor fireplace or barbecue unit while attended and in use for cooking purposes. 

  (p) Vehicles and Parking. No vehicle may be left upon any portion of the Committed Property except in a garage, driveway, or other area the Board designates. The following vehicles may be parked only in an enclosed garage or other area (if any) the Board designates: any recreational vehicle, mobile home, trailer, camper, boat or other watercraft, any stored vehicle, any commercial vehicle (including all vehicles with commercial lettering or logos), or any unlicensed or inoperable vehicle. “Sports utility vehicles” and ”mini-vans” (as such vehicles are commonly referred to, as determined in the Board’s discretion) and pick-up trucks without raised enclosures or commercial writing or logos shall be treated as automobiles and may be parked in driveways outside of enclosed garages. This Section shall not apply to emergency vehicle repairs or to construction, service, and delivery vehicles for periods necessary to perform the services or make a delivery.   Notwithstanding the above, for purposes of cleaning, loading, unloading, and short-term and visitor or guest parking, any vehicle may be parked temporarily outside of an enclosed garage or other approved structures for time periods reasonably necessary to perform such task.

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The Board, in its discretion, may enact rules governing such temporary, irregular use or, in the absence of specific rules, shall have discretion in determining what constitutes permissible use. 

  As used in this Section, the term “vehicles” includes, without limitation, automobiles, trucks, boats, trailers, motorcycles, campers, vans, and recreational vehicles. 

  (q) Wetlands, Lakes, and Other Water Bodies. Wetlands, lakes, ponds, and streams within the Committed Property, if any, are part of the Committed Property’s Surface and Stormwater Management System, and no active use of lakes, ponds, streams, or other bodies of water within the Committed Property is permitted. The Association shall not be responsible for any loss, damage, or injury to any person or property arising out of the authorized or unauthorized use of lakes, ponds, streams, or other bodies of water within or adjacent to the Committed Property. 

  (r) Solar Equipment. No solar heating equipment or device is permitted outside the dwelling or other structures on the Lot except for pool heaters and such devices whose installation and use is protected by federal or Florida law. Notwithstanding such protection, an application for any such equipment or device must be submitted for approval to the ACB prior to installation and approval will be granted only if: 

  (i) First, such equipment or device is designed for minimal visual intrusion when installed (i.e., is located in a manner which minimizes visibility from the street or an adjacent Lot and is consistent with the Community-Wide Standard); and 

  (ii) Second, the equipment or device complies, to the maximum extent feasible, with the Guidelines ·within the confines of the applicable governmental regulations.   (s) Fences. Fencing on a Lot must be approved by the ACB. Any fence on a Lot shall be of a material, height and design, and in a location on the Lot as specified in the Guidelines or as the ACB otherwise approves

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BELLA COLLINA HOMEOWNER WATER CONSERVATION REQUIREMENTS 

The St. Johns River Water Management District (the “District”) is the governing agency in charge of regulating water usage within the Bella Collina community. ln an effort to conserve water, the District has established water conservation requirements for all water usage within the community. In order to enforce these water conservation requirements, the Bella Collina Homeowner’s Association has developed the following conditions and restrictions for water usage by community residents. All homeowners must comply with these conditions and restrictions. If a homeowner fails to comply with these conditions and restrictions, then the water service to that homeowner’s property shall be terminated and shall remain terminated until the homeowner complies with all conditions and restrictions. The specific water use conditions and restrictions are summarized below. Please note that the following summary provides further clarification of water conservation requirements that were previously disclosed to all property buyers within the Bella Collina community. 

1. Low volume toilets and showerheads must be incorporated into all residential plumbing systems. 

2. In the event that the District declares a water shortage, all community residents must adhere to the water shortage restrictions issued by the District. 

3. The following water shortage restrictions, as mandated by the District, are currently in effect: 

a. Landscape irrigation is restricted to a maximum of two days per week. 

b. Existing landscapes with odd addresses are allowed to irrigate on Wednesday and Saturday. 

c. Existing landscapes with even addresses or no addresses are allowed to irrigate on Thursday and Sunday. 

d. Irrigation on these designated days shall only occur when actually needed because of a lack of rainfall, and shall be limited to the application of no more than 3/4-inch of water in the irrigated area. 

e. Landscape irrigation shall not occur between the hours of 10 a.m and 4 p.m, with the following exceptions: 

  1. Irrigation using a micro-irrigation system is allowed anytime. 

  2. Watering in of chemicals, including insecticides, pesticides, fertilizers, fungicides and herbicides is allowed anytime within 24 hours of chemical application.   3. Irrigation systems may be operated anytime for maintenance and repair purposes not to exceed ten minutes per hour per zone. 

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f. Irrigation of new landscape is allowed at any time of day on any day for the initial 30 days. Following this initial 30-day period, irrigation may occur between the hours of 4 p.m. to 10 a.m. every other day for an additional 30 days. The total exemption period for irrigating new landscape shall not exceed 60 days and shall be limited to the minimum amount necessary for landscape establishment. 

g. Personal vehicle washing must be done using a hand-held hose equipped with an automatic shut-off nozzle. 

h. Outside aesthetic use of water utilizing non-recirculating fountains is prohibited. 

4. Maximum allowable irrigated area for residential lots is summarized as follows: 

a. For lots that are 1-acre or greater in total size, the maximum allowable irrigated area is 0.4- acre. 

b. For lots that are at least 3/4-acre but less than 1-acre in total size, the maximum allowable irrigated area is 0.375-acre.

c. For lots that are less than 3/4-acre in total size, the maximum allowable irrigated area is 0.15- acre. 

The attached spreadsheets provide a methodology for determining the allowable irrigated area in conformance with the above criteria. 

5. Based on an annual (12-month) accounting period, the maximum allowable water usage per lot (sum of potable meter reading and irrigation meter reading) shall be as follows: 

a. For lots that are 1-acre or greater in total size, the water usage shall not exceed 469,600 gallons during any 12 consecutive month period. 

b. For lots that are at least 3/4-acre but less than I -acre in total size, the water usage shall not exceed 444,000 gallons during any 12 consecutive month period. 

c. For lots that are less than 3/4-acre in total size, the water usage shall not exceed 213,700 gallons during any 12 consecutive month period. 

6. Individual irrigation wells are not permitted. 

7. The soil amendment Profile™ shall be incorporated into the cleared portion of all residential lots. The application of Profile shall conform to the manufacturer’s recommendations.

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8. St. Augustine grass shall not be planted. Homeowners shall use drought-tolerant Zoysia grass. 

9. All residential landscape plans must be signed and sealed by a Florida Registered Landscape Architect and must be submitted to the Architectural Control Board for review. 

10. All residential landscape plans must be approved by the Architectural Control Board before commencement of work. 

11. All residential landscaping shall comply with the Plant List specified in the Bella Collina Residential Design Guidelines, dated June 1, 2004 and as periodically amended. 

12. Micro-irrigation techniques shall be used in locations where they can be used efficiently, such as in planting bed areas. 

13. Irrigation systems shall be zoned according to plant water requirements. For example, lawns and shrubs shall be placed on separate irrigation zones. 

14. Irrigation systems shall be designed to prevent overspraying onto impervious surfaces (such as driveways and sidewalks). 

15. Irrigation systems shall incorporate an automatic shut-off rain sensor.

 For more detailed information concerning the District’s regulation of water use within the Bella Collina community (a.k.a. Pine Island and Hillcrest), please refer to the following public documents: 

I. Consumptive Use Permit No. 50115, issued on June 10, 2003 by the St. Johns River Water Management District for the Pine Island PUD. 

2. Consumptive Use Permit No. 2900, issued on July 11, 2001 by the St. Johns River Water Management District for the Hillcrest Country Club. 

Please note that the above consumptive use permits must be renewed on a recurring basis. Consequently, the water use conditions and restrictions as summarized herein are subject to change based on the requirements of each renewed permit.

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February 8, 2005 

Ginn-LA Pine Island LTD LLLP 

215 Celebration Place Ste 200 

Celebration, FL 34747 

SUBJECT: Permit Number 4-069-86624-2 

  Bella Coflina West (aka Serena Vista) 

Dear Sir/Madam: 

Enclosed is your permit as authorized by the Governing Board of the St. Johns River Water Management District on February 8, 2005. 

This permit is a legal document and should be kept with your other important documents. The attached MSSW/Stormwater As-Built Certification Form should be filled in and returned to the Palatka office within thirty days after the work Is completed. By so doing, you will enable us to schedule a prompt inspectiOn of the permitted activity. 

In addition to the MSSW/Stormwater As-Built Certification Form, your permit also contains conditions which require submittal of additional information. All information submitted as compliance to permit conditions must be submitted to the Palatka office address. 

Permit issuance does not relieve you from the responsibility of obtaining permits from any federal, state and/or local agencies asserting concurrent jurisdiction for this work. 

In the event you sell your property, the permit can be transferred to the new owner, if we are notified by you within thirty days of the sale. Please assist us in this matter so as to maintain a valid permit for the new property owner. 

Thank you for your cooperation and if this office can be of any further assistance to you, please do not hesitate to contact us.

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ST. JOHNS RIVER WATER MANAGEMENT DISTRICT 

Post Office Box 1429 

Palatka, Florida 32178 -1429 

PERMIT NO. 4-069-86624-2 DATE ISSUED: February 8. 2005 

PROJECT NAME: Bella Collina West (aka Serena Vista) 

A PERMIT AUTHORIZING: 

Construction of a surface water management system for Bella Collina West (aka Serena Vista), a 428.56-acre project consisting of 321 single-family homes, roads. an 18-hole golf course with clubhouse and driving range, and 27 dry retention ponds. 

LOCATION: 

Section(s): 10, 11, 14 Township(s): 22$ Range(s): 26E     Lake County 

ISSUED TO: 

Ginn-LA Pine Island LTD LLLP

 215 Celebration Place Ste 200 

Celebration, FL 347 47 

Permittee agrees to hold and save the St Johns River Water Management District and its successors harmless from any and all damages, claims, or liabilities which may arise from permit issuance. Said application, including all plans and specifications attached thereto, is by reference made a part hereof. 

This permit does not convey to permittee any property rights nor any rights or privileges other than those specified therein, nor relieve the permittee from complying with any law, regulation or requirement affecting the rights of other bodies or agencies. All structures and works installed by permittee hereunder shall remain the property of the permittee. 

This permit may be revoked, modified or transferred at any time pursuant to the appropriate provisions of Chapter 373, Florida Statutes: 

PERMIT IS CONDITIONED UPON: 

See conditions on attached “Exhibit A”, dated February 8, 2005 AUTHORIZED BY: St. Johns River Water Management District 

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“EXHIBIT A” 

CONDITIONS FOR ISSUANCE OF PERMIT NUMBER 4-069-86624-2 GINN-LA PINE ISLAND LTD LLLP DATED FEBRUARY 8, 2005 

1. All activities shall be implemented as set forth in the plans, specifications and performance criteria as approved by this permit. Any deviation from the permitted activity and the conditions for undertaking that activity shall constitute a violation of this permit. 

2. This permit or a copy thereof, complete with all conditions, attachments, exhibits, and modifications, shall be kept at the work site of the permitted activity. The complete permit shall be available for review at the work site upon request by District staff. The permittee shall require the contractor to review the complete permit prior to commencement of the activity authorized by this permit. 

3. Activities approved by this permit shall be conducted in a manner which do not cause violations of state water quality standards. 

4. Prior to and during construction, the permittee shall implement and maintain all erosion and sediment control measures (best management practices) required to retain sediment on-site and to prevent violations of state water quality standards. All practices must be in accordance with the guidelines and specifications in chapter 6 of the Florida Land Development Manual: A Guide to Sound Land and Water Management (Florida Department of Environmental Regulation 1988), which are incorporated by reference, unless a project specific erosion and sediment control plan is approved as part of the permit, in which case the practices must be in accordance With the plan. If site specific conditions require additional measures during any phase of construction or operation to prevent erosion or control sediment, beyond those specified in the erosion and sediment control plan, the permittee shall implement additional best management practices as necessary, in accordance with the specifications in chapter 6 of the Florida Land Development Manual: A Guide to Sound Land and Water Management (Florida Department of Environmental Regulation 1988). The permittee shall correct any erosion or shoaling that causes adverse impacts to the water resources. 

5. Stabilization measures shall be initiated for erosion and sediment control on disturbed areas as soon as practicable in portions of the site where construction activities have temporarily or permanently ceased, but in no case more than 7 days after the construction activity in that portion of the site has temporarily or permanently ceased. 

6. At least 48 hours prior to commencement of activity authorized by this permit, the permittee shall submit to the District a Construction Commencement Notice Form No. 40C-4.900(3) indicating the actual start date and the expected completion date. 

7. When the duration of construction will exceed one year, the permittee shall submit construction status reports to the District on an annual basis utilizing an Annual Status Report Form No. 40C-4.900(4). These forms shall be submitted during June of each year. 

8. For those systems which will be operated or maintained by an entity which will require an easement or deed restriction in order to provide that entity with the authority necessary to operate or maintain the system, such easement or deed restriction, together with any other final operation or maintenance documents as are required by subsections 7.1.1 through 7.1.4 of the Applicants Handbook; Management and Storage of Surface Waters, must be submitted to the District for approval. Documents meeting the requirements set forth in these subsections of the Applicant’s Handbook will be approved. Deed restrictions, easements and other operation and maintenance documents which require recordation either with the Secretary of State or the Clerk of the Circuit Court must be so recorded prior

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to lot or unit sales within the project served by the system, or upon completion of construction of the system, whichever occurs first. For those systems which are proposed to be maintained by county or municipal entities, final operation and maintenance documents must be received by the District when maintenance and operation of the system is accepted by the local governmental entity. Failure to submit the appropriate final documents referenced in this paragraph will result in the permittee remaining liable for carrying out maintenance and operation of the permitted system. 

9. Each phase or independent portion of the permitted system must be completed in accordance with the permitted plans and permit conditions prior to the initiation of the permitted use of site infrastructure located within the area served by the portion or phase of the system. Each phase or independent portion of the system must be completed in accordance with the permitted plans and permit conditions prior to transfer of responsibility for operation and maintenance of that phase or portion of the system to local government or other responsible entity. 

10. Within 30 days after completion of construction of the permitted system, or independent portion of the system, the permittee shall submit a written statement of completion and certification by a registered professional engineer or other appropriate individual as authorized by law, utilizing As Built Certification Form 40C-1.181(13) or 40C.1.181 (14) supplied with this permit. When the completed system differs substantially from the permitted plans, any substantial deviations shall be noted and explained and two copies of as-built drawings submitted to the District Submittal of the completed from shall serve to notify the District that the system is ready for inspection. The statement of completion and certification shall be based on on-site observation of construction (conducted by the registered professional engineer, or other appropriate individual as authorized by law, or under his or her direct supervision) or review of as-built drawings for the purpose of determining if the work was completed in compliance with approved plans and specifications. As-built drawings shall be the permitted drawings revised to reflect any changes made during construction. Both the original and any revised specifications must be clearly shown. The plans must be clearly labeled as “as-built” or “record” drawing. All surveyed dimensions and elevations shall be certified by a registered surveyor. The following information, at a minimum, shall be verified on the as-built drawings: 

1. Dimensions and elevations of all discharge structures including all weirs, slots, gates, pumps, pipes, and oil and grease skimmers; 

2. Locations, dimensions, and elevations of all filter, exfiltration, or underdrain systems including cleanouts, pipes, connections to control structures, and points of discharge to the receiving waters; 

3. Dimensions, elevations, contours, or cross-sections of all treatment storage areas sufficient to determine state-storage relationships of the storage area and the permanent pool depth and volume below the control elevation for normally wet systems, when appropriate; 

4. Dimensions, elevations, contours, final grades, or cross-sections of the system to determine flow directions and conveyance of runoff to the treatment system; 

5. Dimensions, elevations, contours, final grades, or cross-sections of all conveyance systems utilized to convey off-site runoff around the system; 

6. Existing water elevation(s) and the date determined; and Elevation and location of benchmark(s) for the survey.

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11 . The operation phase of this permit shall not become effective until the permittee has complied with the requirements of general condition 9 above, the District determines the system to be in compliance with the permitted plans, and the entity approved by the District in accordance with subsections 7 .1.1 through 7 .1.4 of the Applicant’s Handbook: Management and Storage of Surface Waters, accepts responsibility for operation and maintenance of the system. The permit may not be transferred to such an approved operation and maintenance entity until the operation phase of the permit becomes effective. Following inspection and approval of the permitted system by the District, the permittee shall request transfer of the permit to the responsible approved operation and maintenance entity, if different from the permittee. Until the permit Is transferred pursuant to section 7 .1 of the Applicant’s Handbook: Management and Storage of Surface Waters, the permittee shall be liable for compliance with the terms of the permit. 

12. Should any other regulatory agency require changes to the permitted system, the permittee shall provide written notification to the District of the changes prior implementation so that a determination can be made whether a permit modification is required. 

13. This permit does not eliminate the necessity to obtain any required federal, state, local and special district authorizations prior to the start of any activity approved by this permit. This permit does not convey to the permittee or create in the permittee any property right, or any interest in real property, nor does it authorize any entrance upon or activities on property which is not owned or controlled by the permittee, or convey any rights or privileges other than those specified in the permit and chapter 40C-4 or chapter 40C-40, F.A.C. 

14. The permittee shall hold and save the District harmless from any and all damages, claims, or liabilities which may arise by reason of the activities authorized by the permit or any use of the permitted system. 

15. Any delineation of the extent of a wetland or other surface water submitted as part of the permit application, including plans or other supporting documentation, shall not be considered specifically approved unless a specific condition of this permit or a formal determination under section 373.421 (2), F.S., provides otherwise. 

16. The permittee shall notify the District in writing within 30 days of any sale, conveyance, or other transfer of ownership or control of the permitted system or the real property at which the permitted system is located. All transfers of ownership or transfers of a permit are subject to the requirements of section 40C.1.612, F.A.C. The permittee transferring the permit shall remain liable tor any corrective actions that may be required as a result of any permit violations prior to such sale, conveyance or other transfer. 

17. Upon reasonable notice to the permittee, District authorized staff with proper identification shall have permission to enter, inspect, sample and test the system to insure conformity with the plans and specifications approved by the permit. 

18. If historical or archaeological artifacts are discovered at any time on the project site, the permittee shall immediately notify the District. 

19. The permittee shall immediately notify the District in writing of any previously submitted information that is later discovered to be inaccurate. 

20. This permit for construction will expire five years from the date of issuance. 

21. At a minimum, all retention and detention storage areas must be excavated to rough grade prior to building construction or placement of Impervious surface within the area to be served by those facilities. To prevent reduction in storage volume and percolation rates, all accumulated sediment must be removed from the storage area prior to final grading and stabilization.

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22. All wetland areas or water bodies that are outside the specific limits of construction authorized by this permit must be protected from erosion, siltation, scouring or excess turbidity, and dewatering. 

23. Prior to construction, the permittee must clearly designate the limits of construction on-site. The permittee must advise the contractor that any work outside the limits of construction, including clearing, may be a violation of this permit. 

24. The proposed surface water management system shall be constructed and operated in accordance with the plans received by the District on September 10, 2004, as amended by Sheets 8, 9, 1 O, 20, and 21 of the plans received by the District on November 18, 2004. 

25. This permit does not authorize any revisions to the wetland impact and mitigation plan authorized by Permit 4-069-86624-1. 

26. Prior to placement of impervious surface or construction activities not authorized under this permit, the permittee shall obtain a Standard or Individual Environmental Resource Permit or a modification of this permit. 

27. The operation and maintenance entity shall inspect the stormwater or surface water management system within one year after the completion of construction and every year thereafter to determine if the system is functioning as designed and permitted. The operation and maintenance entity must maintain a record of each required inspection, including the date of the inspection, the name, address, and telephone number of the inspector, and whether the system was functioning as designed and permitted, and make such record available for inspection upon request by the District during normal business hours. 

If at any time the system is not functioning as designed and permitted, then within 14 days the entity shall submit an Exceptions Report on form number 40C-42.900(6), Exceptions Report for Stormwater Management Systems Out of Compliance. 

28. Prior to lot sales or upon completion of construction of the retention ponds and rear·lot swales, whichever comes first, the permittee shall submit to the District two copies of the recorded final plat, showing the drainage easements as represented on the permitted plans

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St. Johns River

September 10, 2002 

Ginn-LA Pine Island 11, L.L.L.P 

7855 Osceola Polk Line Road Suite A 

Davenport, FL 33896 

SUBJECT: Permit Number 4-069-82832-1 

      Pine Island PUD 

Dear Sir/Madam: 

Enclosed is your permit as authorized by the Governing Board of the St. Johns River Water Management District on September 10, 2002. 

This permit is a legal document and should be kept with your other important documents. The attached MSSW/Stormwater As-Built Certification Form should be filled in and returned to the Palatka office within thirty days after the work is completed. By so doing, you will enable us to schedule a prompt inspection of the permitted activity. 

In addition to the MSSW/Stormwater As-Built Certification Form, your permit also contains conditions which require submittal of additional information. All information submitted as compliance to permit conditions must be submitted to the Palatka office address. 

Permit issuance does not relieve you from the responsibility of obtaining permits from any federal, state and/or local agencies asserting concurrent jurisdiction for this work. 

In the event you sell your property, the permit can be transferred to the new owner, if we are notified by you within thirty days of the sale. Please assist us in this matter so as to maintain a valid permit for the new property owner. 

Thank you for your cooperation and if this office can be of any further assistance to you, please do not hesitate to contact us.

Second Amended

Page 153

Consultant: Miller Einhouse Rymer & Associates, Inc. 

500 Winderley Place Suite 222 Maitland, FL 32751 

Mr Michael Roberts 

322 John Young Parkway 

Kissimmee, FL 34741

Page 154

  ST. JOHNS RIVER WATER MANAGEMENT DISTRICT 

Post Office Box 1429 

Palatka, Florida 32178-1429 

PERMIT NO. 4-069-82832-1 DATE ISSUED: September 10, 2002 

PROJECT Pine Island PUD 

A PERMIT AUTHORIZING: 

construction of a surface water management system for a 496-unit single-family residential subdivision to be known as Pine Island PUD (a.k.a. Tuscany Ridge), consisting of mass grading and the construction of all streets, stormwater conveyance systems, 19 dry retention ponds, rear-lot swales along Pine Lake and Lake Apopka, and an emergency outfall structure for discharge from Pine Lake to Lake Apopka. 

LOCATION: 

Section(s): 11, 12, 13, 14 Township(s): 22S Range(s): 26E 

  7 22S   27E

Lake County 

ISSUED TO:

Ginn-LA Pine Island 11, L.L.L.P

7855 Osceola Polk Line Road Suite A 

Davenport, FL 33896

Permittee agrees to hold and save the St. Johns River Water Management District and its successors harmless from any and all damages, claims, or liabilities which may arise from permit issuance. Said application, including all plans and specifications attached thereto, is by reference made a part hereof.

This permit does not convey to permittee any property rights nor any rights of privileges other than those specified therein, nor relieve the permittee from complying with any law, regulation or requirement affecting the rights of other bodies or agencies. All structures and works installed by permittee hereunder shall remain the property of the permittee. 

This permit may be revoked, modified or transferred at any time pursuant to the appropriate provisions of Chapter 373, Florida Statutes: 

PERMIT IS CONDITIONED UPON: 

See conditions on attached “Exhibit A”, dated September 10, 2002 

Department of Water Resources

Page 155

“EXHIBIT A” 

CONDITIONS FOR ISSUANCE OF PERMIT NUMBER 4-069-82832-1 

GINN-LA PINE ISLAND II, L.L.L.P 

DATED SEPTEMBER 10, 2002 

1. All activities shall be implemented as set forth in the plans, specifications and performance criteria as approved by this permit. Any deviation from the permitted activity and the conditions for undertaking that activity shall constitute a violation of this permit. 

2. This permit or a copy thereof, complete with all conditions, attachments, exhibits, and modifications, shall be kept at the work site of the permitted activity. The complete permit shall be available for review at the work site upon request by District staff. The permittee shall require the contractor to review the complete permit prior to commencement of the activity authorized by this permit. 

3. Activities approved by this permit shall be conducted in a manner which do not cause violations of state water quality standards. 

4. Prior to and during construction, the permittee shall implement and maintain all erosion and sediment control measures (best management practices) required to retain sediment on-site and to prevent violations of state water quality standards. All practices must be in accordance with the guidelines and specifications in chapter 6 of the Florida Land Development Manual: A Guide to Sound Land and Water Management (Florida Department of Environmental Regulation 1988), which are incorporated by reference, unless a project specific erosion and sediment control plan is approved as part of the permit, in which case the practices must be in accordance with the plan. If site specific conditions require additional measures during any phase of construction or operation to prevent erosion or control sediment, beyond those specified in the erosion and sediment control plan, the permittee shall implement additional best management practices as necessary, in accordance with the specifications in chapter 6 of the Florida Land Development Manual: A Guide to Sound Land and Water Management (Florida Department of Environmental 1988). The permittee shall correct any erosion or shoaling that causes adverse impacts to the water resources. 

5. Stabilization measures shall be initiated for erosion and sediment control on disturbed areas as soon as practicable in portions of the site where construction activities have temporarily or permanently ceased, but in no case more than 7 days after the construction activity in that portion of the site has temporarily or permanently ceased. 6. At least 48 hours prior to commencement of activity authorized by this permit, the

Page 156

permittee shall submit to the District a Construction Commencement Notice Form No. 40C-4.900(3) indicating the actual start date and the expected completion date. 

7. When the duration of construction will exceed one year, the permittee shall submit construction status reports to the District on an annual basis utilizing an Annual Status Report Form No. 40C- 4.900(4). These forms shall be submitted during June of each year. 

8. For those systems which will be operated or maintained by an entity which will require an easement or deed restriction in order to provide that entity with the authority necessary to operate or maintain the system, such easement or deed restriction, together with any other final operation or maintenance documents as are required by subsections 7.1.1 through 7.1.4 of the Applicant’s Handbook: Management and Storage of Surface Waters, must be submitted to the District for approval. Documents meeting the requirements set forth in these subsections of the Applicant’s Handbook will be approved. Deed restrictions, easements and other operation and maintenance documents which require recordation either with the Secretary of State or the Clerk of the Circuit Court must be so recorded prior to lot or unit sales within the project served by the system, or upon completion of construction of the system, whichever occurs first. For those systems which are proposed to be maintained by county or municipal entities, final operation and maintenance documents must be received by the District when maintenance and operation of the system is accepted by the local governmental entity. Failure to submit the appropriate final documents referenced in this paragraph will result in the permittee remaining liable for carrying out maintenance and operation of the permitted system. 

9. Each phase or independent portion of the permitted system must be completed in accordance with the permitted plans and permit conditions prior to the initiation of the permitted use of site infrastructure located within the area served by the portion or phase of the system. Each phase or independent portion of the system must be completed in accordance with the permitted plans and permit conditions prior to transfer of responsibility for operation and maintenance of that phase or portion of the system to local government or other responsible entity. 10. Within 30 days after completion of construction of the permitted system, or independent portion of the system, the permittee shall submit a written statement of completion and certification by a registered professional engineer or other appropriate individual as authorized by law, utilizing As Built Certification Form 40C-1.181(13) or 40C-1.181(14) supplied with this permit. When the completed system differs substantially from the permitted plans, any substantial deviations shall be noted and explained and two copies of as-built drawings submitted to the District. Submittal of the completed from shall

Page 157

serve to notify the District that the system is ready for inspection. The statement of completion and certification shall be based on on-site observation of construction (conducted by the registered professional engineer, or other appropriate individual as authorized by law, or under his or her direct supervision) or review of as-built drawings for the purpose of determining if the work was completed in compliance with approved plans and specifications. As-built drawings shall be the permitted drawings revised to reflect any changes made during construction. Both the original and any revised specifications must be clearly shown. The plans must be clearly labeled as “as-built” or “record” drawing. All surveyed dimensions and elevations shall be certified by a registered surveyor. The following information, at a minimum, shall be verified on the as-built drawings: 

1. Dimensions and elevations of all discharge structures including all weirs, slots, gates, pumps, pipes, and oil and grease skimmers; 

2. Locations, dimensions, and elevations of all filter, exfiltration, or underdrain systems including cleanouts, pipes, connections to control structures, and points of discharge to the receiving waters;

3. Dimensions, elevations, contours, or cross-sections of all treatment storage areas sufficient to determine state-storage relationships of the storage area and the permanent pool depth and volume below the control elevation for normally wet systems, when appropriate; 

4. Dimensions, elevations, contours, final grades, or cross-sections of the system to determine flow directions and conveyance of runoff to the treatment system; 

5. Dimensions, elevations, contours, final grades, or cross-sections of all conveyance systems utilized to convey off-site runoff around the system; 

6. Existing water elevation(s) and the date determined; and Elevation and location of benchmark(s) for the survey. 11. The operation phase of this permit shall not become effective until the permittee has complied with the requirements of general condition 9 above, the District determines the system to be in compliance with the permitted plans, and the entity approved by the District in accordance with subsections 7.1.1 through 7.1.4 of the Applicant’s Handbook: Management and Storage of Surface Waters, accepts responsibility for operation and maintenance of the system. The permit may not be transferred to such an approved Page 126

Page 158

operation and maintenance entity until the operation phase of the permit becomes effective. Following inspection and approval of the permitted system by the District, the permittee shall request transfer of the permit to the responsible approved operation and maintenance entity, if different from the permittee. Until the permit is transferred pursuant to section 7 .1 of the Applicant’s Handbook: Management and Storage of Surface Waters, the permittee shall be liable for compliance with the terms of the permit. 

12. Should any other regulatory agency require changes to the permitted system, the permittee shall provide written notification to the District of the changes prior implementation so that a determination can be made whether a permit modification is required. 

13. This permit does not eliminate the necessity to obtain any required federal, state, local and special district authorizations prior to the start of any activity approved by this permit. This permit does not convey to the permittee or create in the permittee any property right, or any interest in real property, nor does it authorize any entrance upon or activities on property which is not owned or controlled by the permittee, or convey any rights or privileges other than those specified in the permit and chapter 40C-4 or chapter 40C-40, F.A.C. 

14. The permittee shall hold and save the District harmless from any and all damages, claims, or liabilities which may arise by reason of the activities authorized by the permit or any use of the permitted system. 

15. Any delineation of the extent of a wetland or other surface water submitted as part of the permit application, including plans or other supporting documentation, shall not be considered specifically approved unless a specific condition of this permit or a formal ·determination under section 373.421 (2), F.S., provides otherwise. 

16. The permittee shall notify the District in writing within 30 days of any sale, conveyance, or other transfer of ownership or control of the permitted system or the real property at which the permitted system is located. All transfers of ownership or transfers of a permit are subject to the requirements of section 40C-1.612, F.A.C. The permittee transferring the permit shall remain liable for any corrective actions that may be required as a result of any permit violations prior to such sale, conveyance or other transfer. 17. Upon reasonable notice to the permittee, District authorized staff with proper identification shall have permission to enter, inspect, sample and test the system to insure conformity with the plans and specifications approved by the permit.

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18. If historical or archaeological artifacts are discovered at any time on the project site, the permittee shall immediately notify the District. 

19. The permittee shall immediately notify the District in writing of any previously submitted information that is later discovered to be inaccurate. 

20. This permit for construction will expire five years from the date of issuance. 

21. All wetland areas or water bodies that are outside the specific limits of construction authorized by this permit must be protected from erosion, siltation, scouring or excess turbidity, and dewatering. 

22. Prior to construction, the permittee must clearly designate the limits of construction on-site. The permittee must advise the contractor that any work outside the limits of construction, including clearing, maybe a violation of this permit. 

23. This permit requires the recording of a Declaration of Covenants and Restrictions that includes restrictions on certain real property. 

Description of Restricted Area 

The permittee shall provide to the District for review and written approval a copy of: (a) the preliminary plat showing the area to be encumbered by the restrictions, or (b) a surveyor’s sketch and legal description of the area to be restricted, per the approved mitigation plan, at least 45 days prior to (1) dredging, filling, or clearing any wetland or surface water for which mitigation is required, (2) clearing any upland within a Riparian Habitat Protection Zone for which mitigation is required, (3) the sale of any lot or parcel, (4) the recording of the subdivision plat, or (5) use of the infrastructure for its intended use, whichever occurs first. 

If the impacts to an upland within a Riparian Habitat Protection Zone or to a wetland or surface water for which mitigation is required will occur in discrete phases, the areas to be preserved to offset such impacts may be restricted in phases such that impacts are offset during each phase. Such phasing of preservation shall only occur if it has been proposed in the mitigation plan and approved by the permit, or if it is approved in writing by the District. A surveyor’s sketch and legal description of the area to be restricted during each phase must be submitted in accordance with the previous paragraph.

Page 160

Recording of Declaration of Covenants and Restrictions 

Prior to (1) dredging, filling, or clearing any wetland or surface water for which mitigation is required, (2) clearing any upland within a Riparian Habitat Protection Zone for which mitigation is required, (3) the sale of any lot or parcel, (4) the recording of the subdivision plat, or (5) use of the infrastructure for its intended use, whichever occurs first, the permittee shall record a Declaration of Covenants and Restrictions which includes restrictions on the real property pursuant to section 704.06, Florida Statutes, and be consistent with section 12.3.8, Applicant’s Handbook, Management and Storage of Surface Waters (April 10, 2002). The Declaration shall be in the form approved in writing by the District and, if no plat has been submitted, the Declaration shall include the approved legal description and surveyor’s sketch. If the District does not approve the preliminary plat or surveyor’s sketch and legal description within 45 days of receipt, then the permittee may record the Declaration with the legal description and surveyor’s sketch or plat reference previously submitted. 

Pursuant to section 704.06, Florida Statutes, the Declaration shall prohibit all construction, including clearing, dredging, or filling, except that which is specifically authorized by this permit, within the mitigation areas delineated on the final plans and/or mitigation proposal approved by the District. The Declaration must contain the provisions set forth in paragraphs 1 (a)-(h) of section 704.06, Florida Statutes, as well as provisions indicating that the restrictions may be enforced by the District, and may not be amended without written District approval. 

additional Documents Required 

The permittee shall ensure that the Declaration identifies, and is executed by, the correct granter, who must hold sufficient record title to the land encumbered by the restrictions. If the Declaration’s granter is a partnership, the partnership shall provide to the District a partnership affidavit stating that the person executing the Declaration has the legal authority to restrict partnership land or convey an interest in the partnership land. If there exist any mortgages on the land, the permittee shall also have each mortgagee execute a consent and joinder of mortgagee subordinating the mortgage to the Declaration. The consent and joinder of mortgagee shall be recorded simultaneously with the Declaration in the public records of the county where the land is located. 

Within 30 days of recording, the permittee shall provide the District with: (a) a certified copy of the Declaration (including exhibits) showing the date it

Page 161

was recorded and the official records book and page number, (b) a copy of the recorded plat (if applicable), (c) a surveyor’s sketch of the restricted area plotted on the appropriate USGS topographic map, and (d) the original recorded consent and joinder of mortgagee documents (if applicable). 

Demarcation of Restricted Area 

Prior to lot or parcel sales, all changes in direction of the restricted area boundaries must be permanently monumented above ground on the project site. 

24. This permit requires the recording of a conservation easement. 

Description of Conservation Easement Area 

The permittee shall provide to the District for review and written approval a copy of: (a) the preliminary plat showing the area to be encumbered by the conservation easement, or (b) a surveyor’s sketch and legal description of the area to be placed under the conservation easement, per the approved mitigation plan, at least 45 days prior to (1) dredging, filling, or clearing any wetland or surface water for which mitigation is required, (2) clearing any upland within a Riparian Habitat Protection Zone for which mitigation is required, (3) the sale of any lot or parcel, (4) the recording of the subdivision plat, or (5) use of the infrastructure for its intended use, whichever occurs first. 

If the impacts to an upland within a Riparian Habitat Protection Zone or to a wetland or surface water for which mitigation is required will occur in discrete phases, the areas to be preserved to offset such impacts may be placed under conservation easement in phases such that impacts are offset during each phase. Such phasing of preservation shall only occur if it has been proposed in the mitigation plan and approved by the permit, or if it is approved in writing by the District. A surveyor’s sketch and legal description of the area to be placed under conservation easement during each phase must be submitted in accordance with the previous paragraph. 

Recording of Conservation Easement 

Prior to (1) dredging, filling, or clearing any wetland or surface water for which mitigation is required, (2) clearing any upland within a Riparian Habitat Protection Zone for which mitigation is required, (3) the sale of any lot or parcel, (4) the recording of the subdivision plat, or (5) use of the infrastructure for its intended use, whichever occurs first, the permittee shall record a conservation easement which shall include restrictions on the real property pursuant to section 704.06, Florida Statutes, and be consistent with section 12.3.8, Applicant’s Handbook, Management and Storage of Surface

Page 162

Waters (April 10, 2002). The conservation easement shall be in the form approved in writing by the District and, if no plat has been submitted, the easement shall include the approved legal description and surveyor’s sketch. If the District does not approve the preliminary plat or surveyor’s sketch and legal description within 45 days of receipt, then the permittee may record the conservation easement with the legal description and surveyor’s sketch or plat reference previously submitted. 

Pursuant to section 704.06, Florida Statutes, the conservation easement shall prohibit all construction, including clearing, dredging, or filling, except that which is specifically authorized by this permit, within the mitigation areas delineated on the final plans and/or mitigation proposal approved by the District. The easement must contain the provisions set forth in paragraphs 1 (a)-(h) of section 704.06, Florida Statutes, as well as provisions indicating that the easement may be enforced by the District, and may not be amended without written District approval. 

Additional Documents Required 

The permittee shall ensure that the conservation easement identifies, and is executed by, the correct granter, who must hold sufficient record title to the land encumbered by the easement. If the easement’s granter is a partnership, the partnership shall provide to the District a partnership affidavit stating that the person executing the conservation easement has the legal authority to convey an interest in the partnership land. If there exist any mortgages on the land, the permittee shall also have each mortgagee execute a consent and joinder of mortgagee subordinating the mortgage to the conservation easement. The consent and joinder of the mortgagee shall be recorded simultaneously with the conservation easement in the public records of the county where the land is located. 

Within 30 days of recording, the permittee shall provide the District with: (a) the original recorded easement (including exhibits) showing the date it was recorded and the official records book and page number, (b) a copy of the recorded plat (if applicable), (c) a surveyor’s sketch of the easement area plotted on the appropriate USGS topographic map, and (d) the original recorded consent and joinder(s) of mortgagee (if applicable). 

Demarcation of Conservation Easement Area 

Prior to lot or parcel sales, all changes in direction of the easement area boundaries must be permanently monumented above ground on the project site. 25. The wetland impact and mitigation plan is as shown on Sheet .1 of 1, dated as

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received by the District on July 9, 2002. 

26. The operation and maintenance entity shall inspect the stormwater or surface water management system once within two years after the completion of construction and every two years thereafter to determine if the system is functioning as designed and permitted. The operation and maintenance entity must maintain a record of each required inspection, including the date of the inspection, the name, address, and telephone number of the inspector, and whether the system was functioning as designed and permitted, and make such record available for inspection upon request by the District during normal business hours. 

If at any time the system is not functioning as designed and permitted, then within 14 days the entity shall submit an Exceptions Report on form number 40C-42.900(6), Exceptions Report for Stormwater Management Systems Out of Compliance. 

27. The proposed surface water management system must be constructed and operated in accordance with the plans received by the District on May 31, 2002. 

28. Prior to placement of impervious surface or construction activities not authorized under this permit, the permitee must obtain a standard permit from the District. For modifications to the master drainage system that are not consistent with the master drainage system design or the conditions of this permit, the permitee must obtain an individual permit. 

29. Prior to lot sales or upon completion of construction of the retention ponds and rear-lot swales, whichever comes first, the permittee must submit to the District two copies of the recorded final plat, showing the drainage easements as represented on the plans signed and sealed by the engineer on May 31, 2002 and received by the District on May 31, 2002. 30. No more than 72 boatdocks/boardwalk structures may be constructed on the lots adjacent to Lake Apopka. No dock or boardwalk shall exceed 1500 square feet of surface area, inclusive of terminal platform. If any of the docks exceed these specifications, a modification to this permit or a Standard ERP must be obtained from the District. At the permitee’s discretion, certain lots may share a single boat dock/boardwalk with an adjacent lot. No boatdock/boardwalk structures are allowed on, or maybe shared with, Lots 39-71, Lots 78-91, and Lots 101-116, on Lake Apopka as shown on Sheet D-1, dated as received by the District on August 6, 2002. No boat ramps on Lake Apopka are authorized by this permit.

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31. No boatdocks/boardwalk structures may be constructed on Pine Lake except on Lots 323 through 398, Lots 405 through 430, and Lots 432 through 468. No dock or boardwalk shall exceed 1500 square feet of surface area, inclusive of terminal platform. If any of the docks exceed these specifications, a modification to this permit or a Standard ERP must be obtained from the District. No boat ramps on Pine Lake are authorized by this permit. 32. No docks or boardwalks may be constructed on Lake Apopka waterward of elevation 67.4 NGVD29 without obtaining all necessary permits and authorizations, including any SSL authorization.

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ST. JOHNS RIVER WATER MANAGEMENT DISTRICT 

CONSTRUCTION COMMENCEMENT NOTICE 

ST. JOHNS RIVER WATER MANAGEMENT DISTRICT 

POST OFFICE BOX 1429

PALATKA, FL 32178

PROJECT:____________________________________________________________ PHASE: ____________________________________

I hereby notify the St. Johns River Water Management District that the construction of the surface water management system authorized by Environmental Resource Permit No. ___________________________________ has commenced/is expected to commence on _________________________ 20 ___________, and will require a duration of approximately ____________months  ___________ weeks __________ days ‘to complete. It is understood that should the construction term extend beyond one year, I am obligated to submit the Annual Status Report for Surface Water Management System Construction form no. 40C-4.900(4). 

PLEASE NOTE: If the actual construction commencement date is not known, District staff should be so notified in writing in order to satisfy permit conditions. 

____________________ __________________________________ ____________________

Permittee’ s or Title and Company Date

Authorized Agent’s 

Signature 

_____________________ ________________________________________________ Phone Address

Page 166

Annual Status Report

Page 167

MSSW/STORMWATER AS-BUILT CERTIFICATION 

BY A REGISTERED PROFESSIONAL*

PERMIT NUMBER:_____________________________________________________________________________________

PROJECT NAME: ______________________________________________________________________________________

INSPECTION DATE(S): _________________________________________________________________________________

____________ I HEREBY CERTIFY THAT ALL COMPONENTS OF THIS STORMWATER MANAGEMENT SYSTEM HAVE BEEN BUILT SUBSTANTIALLY IN ACCORDANCE WITH THE APPROVED PLANS AND SPECIFICATIONS AND IS READY FOR INSPECTION. ANY SUBSTANTIAL DEVIATIONS (NOTED BELOW) FROM THE APPROVED PLANS AND SPECIFICATIONS WILL NOT PREVENT THE SYSTEM FROM FUNCTIONING IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTERS 40C-4, 40C-41, OR 40C-42, F.A.C. (AS APPLICABLE), WHEN PROPERLY MAINTAINED AND OPERATED. THESE DETERMINATIONS HAVE BEEN BASED UPON ON-SITE OBSERVATION OF THE SYSTEM CONDUCTED BY ME OR BY MY DESIGNEE UNDER MY DIRECT SUPERVISION AND/OR MY REVIEW OF AS-BUILT PLANS CERTIFIED BY A REGISTERED PROFESSIONAL OR LAND SURVEYOR LICENSED IN THE STATE OF FLORIDA. 

__________________________________________ ____________________________________________

NAME (please print) SIGNATURE OF PROFESSIONAL 

__________________________________________ ____________________________________________

COMPANY NAME FLORIDA REGISTRATION NUMBER 

__________________________________________ ____________________________________________

COMPANY ADDRESS DATE 

__________________________________________

TY, STATE, ZIP CODE 

__________________________________________

TELEPHONE NUMBER (Affix Seal) 

SUBSTANTIAL DEVIATIONS FROM THE APPROVED PLANS AND SPECIFICATIONS: 

____________________________________________________________________________________________________________

____________________________________________________________________________________________________________

____________________________________________________________________________________________________________

(NOTE: ATTACH TWO COPIES OF AS-BUILT PLANS WHEN THERE ARE SUBSTANTIAL DEVIATIONS) 

WITHIN 30 DAYS OF INSPECTION OF THE SYSTEM, SUBMIT TWO COPIES OF THIS FORM TO: 

DIVISION OF PERMIT DATA SERVICES 

ST. JOHNS RIVER WATER MANAGEMENT DISTRICT 

P.O. BOX 1429 

PALATKA, FL32178-1429 

A REGISTERED PROFESSIONAL IS DEFINED IN SUBSECTION 40C-42.02l(l) AS “A PROFESSIONAL REGISTERED IN FLORIDA WITH THE NECESSARY EXPERTISE IN THE FIELDS OR HYDROLOGY, DRAINAGE, FLOOD CONTROL, EROSION AND SEDIMENT CONTROL, AND STORMWATER POLLUTION CONTROL TO DESIGN AND CERTIFY STORMWATER MANAGEMENT SYSTEMS”. EXAMPLES OF REGISTERED PROFESSIONALS MAY INCLUDE PROFESSIONAL ENGINEERS LICENSED UNDER CHAPTER 471, F.S., PROFESSIONAL LANDSCAPE ARCHITECTS LICENSED UNDER CHAPTER 481, F.S . AND PROFESSIONAL GEOLOGISTS LICENSED UNDER CHAPTER 492, F.S., WHO HAVE THE REFERENCED SKILLS.

Page 168

AS-BUILT CERTIFICATION 

PERMIT NUMBER:______________________________________________________________________

PROJECT NAME: ________________________________________________________________________

_________ I HEREBY CERTIFY THAT ALL COMPONENTS OF THIS STORMWATER MANAGEMENT SYSTEM HAVE BEEN BUILT SUBSTANTIALLY IN ACCORDANCE WITH THE PERMITTED PLANS AND SPECIFICATIONS. THESE DETERMINATIONS HAVE BEEN BASED UPON ON-SITE OBSERVATION OF THE SYSTEM CONDUCTED BY ME OR BY MY AUTHORIZE AGENT.

_________________________________________________________________________________________________________

SIGNATURE

_________________________________________________________________________________________________________

NAME (Please Print)

_________________________________________________________________________________________________________

TITLE 

_________________________________________________________________________________________________________

DATE 

_________________________________________________________________________________________________________

COMPANY/AGENCY 

_________________________________________________________________________________________________________

COMPANY/AGENCY ADDRESS 

_________________________________________________________________________________________________________

CITY, STATE, ZIP CODE 

_________________________________________________________________________________________________________

TELEPHONE NUMBER 

WITHIN 30 DAYS OF COMPLETION OF THE SYSTEM, SUBMIT TWO COPIES OF THIS FORM TO: 

DIVISION OF PERMIT DATA SERVICES 

ST. JOHNS RIVER WATER MANAGEMENT DISTRICT 

P.O. BOX 1429 

PALATKA, FL 32178-1429

Page 169

INDIVIDUAL ENVIRONMENTAL RESOURCE PERMIT 

TECHNICAL STAFF REPORT 

August29,2002 

APPLICATION#: 4-069-82832-1 

Applicant: Ginn-LA Pine Island II, LL.LP 

C/OJames Cooper 

7855 Osceola Polk Line Road Suite A 

Davenport, FL 

33896 

( 407) 248-7785 

Consultant: Miller Einhouse Rymer & Associates, Inc. 

C/OJeffrey D. Einhouse, P.E 

500 Winderley Place Suite 222 

Maitland, FL 

32751

( 407) 838-8041

  Mr Michael Roberts 

C/OFlorida Environmental, Inc. 

322 John Young Parkway 

Kissimmee, FL 

34741 

Project Name: Pine Island PUD 

Acres Owned: 1485.510 

Project Acreage: 1485.510

County: Lake 

Section(s): 11, 12, 13, 14 Township(s): 22S Range(s): 26E

7  22S 27E 

Authority: 40C-4.041 (2)(b)1, 40C-4.041 (2)(b)2, 40C-4.041 (2)(b)8 

Existing Land Use: Lakes (521 and 523), citrus grove (221), willow and elderberry wetland 

(615) 

Planning Unit: Lake Apopka 

Receiving Water Body:Lake Apopka Class: III Fresh. 

Pine Lake  III Fresh. 

Final O&M Entity: Ginn-LA Pine Island II, LLLP 

ERP Conservation Easements/Restrictions: Yes 

Letter of Objection/Concern Received:  Yes

LOCATION AND BRIEF DESCRIPTION OF SYSTEM: 

The Pine Island project is located north of Florida’s Turnpike, east of County Road 455 on the southwest side of Lake Apopka, in Lake County (See Attachment A). The site is located within the Southern Ocklawaha River 

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Hydrologic Basin (Basin 12). 

The project consists of mass grading and the construction of all streets, stormwater conveyance systems, 19 dry retention ponds, rear-lot swales along Pine Lake and Lake Apopka, and an emergency outfall structure for discharge from Pine Lake to Lake Apopka. A letter of objection to the project was received by the District. A copy of this letter and the District response is attached. 

STAFF COMMENTS: The applicant proposes to mass grade the project area for future construction of a 496-unit single-family residential subdivision, to be constructed in phases. 

The applicant also proposes construction of all streets and associated stormwater conveyance systems, 19 dry retention ponds, rear-lot swales for all lots adjacent to Pine Lake and Lake Apopka, and an emergency outfall structure for discharge from Pine Lake to Lake Apopka. 

Stormwater runoff from the streets, and from lots where runoff is directed to the streets, will be diverted to roadway inlets. Stormwater runoff from the undeveloped areas will be intercepted by swales to be diverted to yard drains. The inlets and yard drains discharge into the dry retention ponds. Stormwater runoff from lots adjacent to Pine Lake and Lake Apopka will be diverted to rearlot swales. 

Pine Lake is considered land-locked, therefore, the applicant has submitted plans and calculations demonstrating that the proposed surface water management system will provide storage and recovery of the difference between the pre-development and the post-development runoff volume from the 25- year/96-hour storm event, pursuant to Chapter 40C-4, F.A.C. and Section 10.4 of the Applicant’s Handbook: Management and Storage of Surface Waters. 

Additionally, 18 of the 19 dry retention ponds, most of which are outside of the Pine Lake drainage basin, will retain and recover, within 14 days, the entire volume of stormwater runoff from both the 1 OO-year/24-hour and the 25-year/96- hour storm events. Only one of the ponds is expected to have a minor discharge to Pine Lake in the 100-year/24-hour storm event. 

Furthermore, the applicant has also provided calculations demonstrating that the post-development water surface elevation in Pine Lake will not exceed the predevelopment elevation in the 100-year/24-hour storm event. 

The rear-lot swales are to be located along the shoreline of both Pine Lake and Lake Apopka. They have been designed to provide for treatment, recovery, and peak discharge rate attenuation of stormwater runoff from the lots. In addition, all of the swales are designed to retain the entire volume of runoff from the 3- year/1-hour storm event, but most of the swales will retain even greater volumes, even up to the 1 OO-year/24-hour storm event. 

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Hydrologically, the site is separated into two drainage basins in both the pre-and post-development conditions. The northwest portion of the site drains to Pine Lake where the lake accounts for at least half of the basin area. The remainder of the site drains to Lake Apopka. 

During peat mining operations, Pine Lake was controlled by a pumped discharge to Lake Apopka. The pump discharged to a roadway culvert to the north of the site. The culvert directed the flow into a canal connected to Lake Apopka. However, during times of drought, the canal would be severed from the lake. 

Shortly after the pump failed in the late 1990’s, a combination of factors contributed to the collapse of the roadway; with the primary cause being the failure of the roadway culvert. A high head differential between the water surface elevations of Pine Lake and the canal to Lake Apopka, and erosion of material surrounding the culvert, dislodged and collapsed the culvert. The roadway has since been repaired, but the pump and culvert were not replaced. 

The applicant has chosen to provide an emergency outfall for Pine Lake to help prevent the off-site flooding and damage to property and infrastructure that has occurred in the past. 

The emergency outfall structure for Pine Lake will consist of two, 29″ X 45″, elliptical reinforced concrete pipes (ERCP) connected to twin Type H ditch bottom inlets. The inlets are to be located in Lake Apopka, with sand-cement riprap surrounding the inlets to provide protection from erosion and to act as a sediment sump. The top of grate is to be set at elevation 69. Elevation 69 is the estimated 100-year flood elevation of Lake Apopka, whereas the estimated 100- year flood elevation of Pine Lake is elevation 67.2. Therefore, Pine Lake is not expected to discharge to Lake Apopka during a 100 year storm event. 

Although portions of the project area discharge directly into Lake Apopka, the applicant has demonstrated that the proposed surface water management system will not discharge to Lake Apopka during the 1 OO-year/24-hour storm event. 

The applicant has provided calculations demonstrating that the proposed ponds and swales will recover the required treatment volume within 72 hours. The project site is an abandoned citrus grove and contains a 313.71-acre lake (known as Pine Lake), a 31.11-acre portion of Lake Apopka, and a 5.89-acre isolated wetland: 

• Pine Lake is a 313.71-acre reclaimed peat mine. The Florida Department of Environmental Protection issued a permit for the mine in 1990. This waterbody can be characterized as a deep water feature with vegetated literal shelves. The recolonizing shoreline vegetation consists of desireable herbaceous species. 

• The onsite portion of Lake Apopka consists of an herbaceous/shrubby

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shoreline with pockets of mixed forested wetlands scattered throughout the shoreline area. 

• The 5.89-acre isolated wetland is a willow and elderberry system located between Pine Lake and Lake Apopka. 

The habitat functions being provided by the wetlands and surface waters to fish and wildlife are good. 

In order to construct portions of the project, the applicant has proposed the following wetland and surface water impacts: 

• Pine Lake: 0.15 acres of impact for a drainage feature and 2.58 acres of impacts for boat docks on Lots 323 through 398. 

• Lake Apopka: 0.09 acres of impact for a roadway widening and drainage feature and 2.48 acres of impacts for boat docks on 72 lots. 

• No impacts are proposed to the isolated wetland. 

REDUCTION AND ELIMINATION OF IMPACTS 

Pursuant to Section 12.2.1 .1 AH/ERP, the applicant has implemented all practicable design modifications to reduce wetland impacts. The applicant designed the wetland road crossing over an existing dirt road, attempted to limit other wetland encroachments to pipe outfalls, and minimized the impact to wetland and surface waters by designing the boat docks to have the least amount of environmental impact; boat docks can adversely affect wildlife by shading and otherwise displacing vegetation and their use (human activities) can cause increased noise, night lighting and visual disturbances. 

SECONDARY IMPACTS 

The proposed plan includes a (50) fifty foot upland buffer along the wetland edge associated with Lake Apopka; a (25) twenty-five foot upland buffer around the isolated wetland and a 15-foot minimum, 25-foot average buffer around Pine Lake. Pursuant to Subsection 12.2.7 (a), AH/ERP, the applicant has demonstrated that the proposed project will not have adverse secondary impacts to the water resource. 

The applicant has also addressed potential secondary impacts to Lake Apopka and Pine Lake as a result of the boat docks by providing the following information: 

Lake Apopka: 

• The Declaration of Covenants, Conditions, and Restrictions clearly state that all boats are stored within garages or off-site. 

• No on-site boat storage facilities will be provided for homeowners. 

• No overnight mooring to the docks will be allowed. 

• The project site is limited to a 2.48-acre portion of the 31,000-acre Lake Apopka. • Standard dock construction standards are proposed to ensure that impacts to lakefront vegetation, as well as potential adverse impacts to shoreline

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vegetation from shading and propeller dredging, are limited. 

Pine Lake: 

• The Declaration of Covenants, Conditions, and Restrictions clearly state that all boats are stored within garages or off-site. 

• No on-site boat storage facilities will be provided for homeowners. 

• No overnight mooring to the docks will be allowed. 

• The project site is limited to a 2.58-acre portion of the 313.70-acre Pine Lake. 

• Standard dock construction standards are proposed to ensure that impacts to lakefront vegetation, as well as potential adverse impacts to shoreline vegetation from shading and propeller dredging, are limited. 

MITIGATION 

As mitigation for the direct impacts to wetlands and surface waters, the applicant will preserve 37.91 acres of wetlands and 15.59 acres of uplands on the site. The wetland and upland areas will be placed into a conservation easement. The additional protection afforded these acres by the proposed conservation easement offsets the project’s adverse impacts. 

CUMULATIVE IMPACTS 

The project site and the mitigation sites are located onsite and within the same hydrologic basin. The project will not have unacceptable adverse cumulative impacts because the proposed system, considered in conjunction with the past, present, and future activities as described in 12.2.8, A.H., ERP, will not result in a violation of state water quality standards as set forth in subsection 12.1.1(c), A.H., ERP, or cause significant adverse impacts to functions of wetlands or other surface waters identified in subsection 12.2.2, within the same drainage basin when considering the basin as a whole. 

With mitigation, the proposed project will have no unacceptable adverse secondary and cumulative impacts to wetlands, water quality, and upland habitat for aquatic and wetland dependent fish or wildlife “listed” as endangered, threatened, or of special concern. With mitigation, the proposed project is consistent with the wetland review criteria in sections 12.2 – 12.3.8, A.H./MSSW, ERP. 

Wetland Summary Table Pine Island P .U.D. 

Total Wetlands or Surface Waters On-site 350.71 

Impacts that Require Mitigation 5.360 Impacts that Require No Mitigation 0.000

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Mitigation 53.50 

*37.91 acres of wetlands associated with Lake Apopka and the isolated wetland and 15.59 acres of uplands associated with Pine Lake, Lake Apopka, and the isolated wetland. 

Recommendation: Approval 

Conditions for Application Number 4-069-82832-1: 

ERP General Conditions by Rule (October 03, 1995): 

1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 

ERP/MSSW/ Stormwater Special Conditions (November 09, 1995) : 

1, 10, 13 

OTHER CONDITIONS: 

1. This permit requires the recording of a Declaration of Covenants and Restrictions that includes restrictions on certain real property. Description of Restricted Area The permittee shall provide to the District for review and written approval a copy of: (a) the preliminary plat showing the area to be encumbered by the restrictions, or (b) a surveyor’s sketch and legal description of the area to be restricted, per the approved mitigation plan, at least 45 days prior to (1) dredging, filling, or clearing any wetland or surface water for which mitigation is required, (2) clearing any upland within a Riparian Habitat Protection Zone for which mitigation is required, (3) the sale of any lot or parcel, (4) the recording of the subdivision plat, or (5) use of the infrastructure for its intended use, whichever occurs first. 

If the impacts to an upland within a Riparian Habitat Protection Zone or to a wetland or surface water for which mitigation is required will occur in discrete phases, the areas to be preserved to offset such impacts may be restricted in phases such that impacts are offset during each phase. Such phasing of preservation shall only occur if it has been proposed in the mitigation plan and approved by the permit, or if it is approved in writing by the District. A surveyor’s sketch and legal description of the area to be restricted during each phase must be submitted in accordance with the previous paragraph. 

Recording of Declaration of Covenants and Restrictions 

Prior to (1) dredging, filling, or clearing any wetland or surface water for which mitigation is required, (2) clearing any upland within a Riparian Habitat Protection Zone for which mitigation is required, (3) the sale of any lot or

Page 175

parcel, (4) the recording of the subdivision plat, or (5) use of the infrastructure for its intended use, whichever occurs first, the permittee shall record a Declaration of Covenants and Restrictions which includes restrictions on the real property pursuant to section 704.06, Florida Statutes, and be consistent with section 12.3.8, Applicant’s Handbook, Management and Storage of Surface Waters (April 10, 2002). The Declaration shall be in the form approved in writing by the District and, if no plat has been submitted, the Declaration shall include the approved legal description and surveyor’s sketch. If the District does not approve the preliminary plat or surveyor’s sketch and legal description within 45 days of receipt, then the permittee may record the Declaration with the legal description and surveyor’s sketch or plat reference previously submitted. 

Pursuant to section 704.06, Florida Statutes, the Declaration shall prohibit all construction, including clearing, dredging, or filling, except that which is specifically authorized by this permit, within the mitigation areas delineated on the final plans and/or mitigation proposal approved by the District. The Declaration must contain the provisions set forth in paragraphs 1 (a)-(h) of section 704.06, Florida Statutes, as well as provisions indicating that the restrictions may be enforced by the District, and may not be amended without written District approval. 

Additional Documents Required 

The permittee shall ensure that the Declaration identifies, and is executed by, the correct granter, who must hold sufficient record title to the land encumbered by the restrictions. If the Declaration’s granter is a partnership, the partnership shall provide to the District a partnership affidavit stating that the person executing the Declaration has the legal authority to restrict partnership land or convey an interest in the partnership land. If there exist any mortgages on the land, the permittee shall also have each mortgagee execute a consent and joinder of mortgagee subordinating the mortgage to the Declaration. The consent and joinder of mortgagee shall be recorded simultaneously with the Declaration in the public records of the county where the land is located. 

Within 30 days of recording, the permittee shall provide the District with: (a) a certified copy of the Declaration (including exhibits) showing the date it was recorded and the official records book and page number, (b) a copy of the recorded plat (if applicable), (c) a surveyor’s sketch of the restricted area plotted on the appropriate USGS topographic map, and (d) the original recorded consent and joinder of mortgagee documents (if applicable). 

Demarcation of Restricted Area 

Prior to lot or parcel sales, all changes in direction of the restricted area boundaries must be permanently monumented above ground on the project site.

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2. This permit requires the recording of a conservation easement. 

Description of Conservation Easement Area 

The permittee shall provide to the District for review and written approval a copy of: (a) the preliminary plat showing the area to be encumbered by the conservation easement, or (b) a surveyor’s sketch and legal description of the area to be placed under the conservation easement, per the approved mitigation plan, at least 45 days prior to (1) dredging, filling, or clearing any wetland or surface water for which mitigation is required, (2) clearing any upland within a Riparian Habitat Protection Zone for which mitigation is required, (3) the sale of any lot or parcel, (4) the recording of the subdivision plat, or (5) use of the infrastructure for its intended use, whichever occurs first. 

If the impacts to an upland within a Riparian Habitat Protection Zone or to a wetland or surface water for which mitigation is required will occur in discrete phases, the areas to be preserved to offset such impacts may be placed under conservation easement in phases such that impacts are offset during each phase. Such phasing of preservation shall only occur if it has been proposed in the mitigation plan and approved by the permit, or if it is approved in writing by the District. A surveyor’s sketch and legal description of the area to be placed under conservation easement during each phase must be submitted in accordance with the previous paragraph. 

Recording of Conservation Easement 

Prior to (1) dredging, filling, or clearing any wetland or surface water for which mitigation is required, (2) clearing any upland within a Riparian Habitat Protection Zone for which mitigation is required, (3) the sale of any lot or · parcel, (4) the recording of the subdivision plat, or (5) use of the infrastructure for its intended use, whichever occurs first, the permittee shall record a conservation easement which shall include restrictions on the real property pursuant to section 704.06, Florida Statutes, and be consistent with section 12.3.8, Applicant’s Handbook, Management and Storage of Surface Waters (April 10, 2002). The conservation easement shall be in the form approved in writing by the District and, if no plat has been submitted, the easement shall include the approved legal description and surveyor’s sketch. If the District does not approve the preliminary plat or surveyor’s sketch and legal description within 45 days of receipt, then the permittee may record the conservation easement with the legal description and surveyor’s sketch or plat reference previously submitted. 

Pursuant to section 704.06, Florida Statutes, the conservation easement shall prohibit all construction, including clearing, dredging, or filling, except· that which is specifically authorized by this permit, within the mitigation

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areas delineated on the final plans and/or mitigation proposal approved by the District. The easement must contain the provisions set forth in paragraphs 1 (a)-(h) of section 704.06, Florida Statutes, as well as provisions indicating that the easement may be enforced by the District, and may not be amended without written District approval. 

Additional Documents Required 

The permittee shall ensure that the conservation easement identifies, and is executed by, the correct granter, who must hold sufficient record title to the land encumbered by the easement. If the easement’s granter is a partnership, the partnership shall provide to the District a partnership affidavit stating that the person executing the conservation easement has the legal authority to convey an interest in the partnership land. If there exist any mortgages on the land, the permittee shall also have each mortgagee execute a consent and joinder of mortgagee subordinating the mortgage to the conservation easement. The consent and joinder of the mortgagee shall be recorded simultaneously with the conservation easement in the public records of the county where the land is located. 

Within 30 days of recording, the permittee shall provide the District with: (a) the original recorded easement (including exhibits) showing the date it was recorded and the official records book and page number, (b) a copy of the recorded plat (if applicable), (c) a surveyor’s sketch of the easement area plotted on the appropriate USGS topographic map, and (d) the original recorded consent and joinder(s) of mortgagee (if applicable). 

Demarcation of Conservation Easement Area 

Prior to lot or parcel sales, all changes in direction of the easement area boundaries must be permanently monumented above ground on the project site. 

3. The wetland impact and mitigation plan is as shown on Sheet 1 of 1 , dated as received by the District on July 9, 2002. 

4. The operation and maintenance entity shall inspect the stormwater or surface water management system once within two years after the completion of construction and every two years thereafter to determine if the system is functioning as designed and permitted. The operation and maintenance entity must maintain a record of each required inspection, including the date of the inspection, the name, address, and telephone number of the inspector, and whether the system was functioning as designed and permitted, and make such record available for inspection upon request by the District during normal business hours. 

If at any time the system is not functioning as designed and permitted, then

Page 178

within 14 days the entity shall submit an Exceptions Report on form number 40C-42.900(6), Exceptions Report for Stormwater Management Systems Out of Compliance. 

5. The proposed surface water management system must be constructed and operated in accordance with the plans received by the District on May 31, 2002. 

6. Prior to placement of impervious surface or construction activities not authorized under this permit, the permitee must obtain a standard permit from the District. For modifications to the master drainage system that are not consistent with the master drainage system design or the conditions of this permit, the permitee must obtain an individual permit. 

7. Prior to lot sales or upon completion of construction of the retention ponds and rear-lot swales, whichever comes first, the permittee must submit to the District two copies of the recorded final plat, showing the drainage easements as represented on the plans signed and sealed by the engineer on May 31, 2002 and received by the District on May 31, 2002. 

8. No more than 72 boatdocks/boardwalk structures may be constructed on the lots adjacent to Lake Apopka. No dock or boardwalk shall exceed 1500 square feet of surface area, inclusive of terminal platform. If any of the docks exceed these specifications, a modification to this permit or a Standard ERP must be obtained from the District. At the permitee’s discretion, certain lots may share a single boat dock/boardwalk with an adjacent lot. No boatdock/boardwalk structures are allowed on, or may be shared with, Lots 39-71, Lots 78-91, and Lots 101-116, on Lake Apopka as shown on Sheet D-1, dated as received by the District on August 6, 2002. No boat ramps on Lake Apopka are authorized by this permit. 

9. No boatdocks/boardwalk structures may be constructed on Pine Lake except on Lots 323 through 398, Lots 405 through 430, and Lots 432 through 468. No dock or boardwalk shall exceed 1500 square feet of surface area, inclusive of terminal platform. If any of the docks exceed these specifications, a modification to this permit or a Standard ERP must be obtained from the District. No boat ramps on Pine Lake are authorized by this permit. 

10. No docks or boardwalks may be constructed on Lake Apopka waterward of elevation 67.4 NGVD29 without obtaining all necessary permits and authorizations, including any SSL authorization. 

Reviewers: Elizabeth Arnold 

Joan Budzynski 

Kenneth Lewis

Page 179

St. Johns River

975 Keller Road • Altamonte Springs, FL 32714-1618 • (407) 659-4800 

On the Internet at www.sjrwmd.com

April 6, 2005
Miller Einhouse Rymer & Associates, Inc. 

Geoffrey L Summitt, P.E 

500 Winderley Place Suite 222 

Maitland, FL 32751 

Re: Proposed Modification to Pine Island (aka Bella Collina East), Permit 4-069-82832-1 Application 4-069-82832-2 

Dear Mr. Summitt, 

On March 9, 2005, the District received your request to modify, by letter, the design of the permitted system. It is District staff’s understanding that the proposed modifications include; 

1. Addition of 34014 square feet (0.78 acres) of land to the conservation easement area; 

2. Removal of 21282 square feet (0.49 acres) of land from the conservation easement area; and 

3. Impacts to an additional 1919 square feet (0.04 acres) of wetlands. 

Based on the information provided, your request qualifies for a letter modification pursuant to Section 40C-4.33l(1)(b), F.A.C. You have indicated that you wish to have this letter modification supercede the letter modification issued by the District on December 27, 2004, because this letter modification authorized plans that listed incorrect acreages. 

To reflect the proposed modification, Condition 25 of Permit 4-069-82832-1 is modified as follows: 

The wetland impact and mitigation plan is as shown on Sheet 1 of I, dated as received by the District on July 9, 2002, as amended by Sheet 22 (ERP-1) received by the District on June 24, 2004, and as amended by Sheet 22 (ERP-1) received by the District on March 9, 2005. 

All of the terms and conditions of permit number 4-069-82832-1 will remain in effect, except as modified by the above condition. 

Please be advised the District has not published a notice in the newspaper to advise the public that it is issuing this letter modification. If you do not publish notice in the newspaper, a party’s right to challenge the issuance of this letter modification extends for an indefinite period of ti me. If you wish to have certainty that the period for filing such a challenge is closed, then you may publish, at your own expense, such a notice in a newspaper of general circulation within

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Proposed Modification to Pine Island (aka Bella Collina East)

 April 6, 2005 

Page 2 

the area that includes the project to which the modification applies. A copy of the form of the notice is attached for your use. Pursuant to Section 40C-l.1007, F.A.C., please forward to the District an affidavit of publication from the newspaper within seven (7) days of publication.     Finally, this letter applies only to the permit requirements of St. Johns River Water Management District and does not relieve you of meeting the permit requirements of local, county, or other legally constituted authorities. If you have any questions about the above information, please contact Ken Lewis at (407) 659-4852.

Second Amended

Page 181

St. Johns River

June 10, 2003 

Ginn-LA Pine Island II, LLLP 

Jim Cooper Sr Vice Pres 

5401 Kirkman Rd Ste 500 

Orlando, FL 32819 

SUBJECT: Consumptive Use Permit Number 50115 

    Pine Island PUD 

Dear Sir/Madam: 

Enclosed is your permit and the forms necessary for submitting information to comply with conditions of the permit as authorized by the St. Johns River Water Management District on June 10, 2003. 

Please be advised that the period of time within which a third party may request an administrative hearing on this permit may not have expired by the date of issuance. A potential petitioner has twenty-six (26) days from the date on which the actual notice is deposited in the mall, or twenty-one (21) days from publication of this notice when actual notice is not provided, within which to file a petition for an administrative hearing pursuant to Sections 120.569 and 120.57, Florida Statutes. Receipt of such a petition by the District may result in this permit becoming null and void. 

Permit issuance does not relieve you from the responsibility of obtaining permits from any federal, state and/or local agencies asserting concurrent jurisdiction over this work. 

The enclosed permit is a legal document and should be kept with your other important records. Please- read the permit and conditions carefully since the referenced conditions may require of additional information. All information submitted as compliance with permit conditions must be submitted to the nearest District Service Center and should include the above referenced permit number.

Second Amended

Page 182

PERMlT NO. 50115 DATE ISSUED: June 10, 2003 

PROJECT NAME: Pine Island PUD 

A PERMIT AUTHORIZING

The District authorizes, as limited by the attached permit conditions, the use of 214.20 million gallons per year (0.587 million gallons per day, annual average) of groundwater for public supply purposes associated with a 500 unit planned unit development with a projected population of 1,375 persons by 2007 and 191.68 million gallons per year (0.525 million gallons per day, annual average) for irrigation of 187.85 acres of common area by 2006. 

LOCATION

Site: Pine Island PUD 

  Lake County

Section(s}: 1, 7, 12 Township(s): 225 Range(s): 26E 

  13,14, 16   225   27E

ISSUED TO

Ginn-LA Pine Island II, LLLP 

5401 Kirkman Rd Ste 500 

Orlando, FL 32819 

Permittee agrees to hold and save the St. Johns River Water Management District and its successors harmless from any and all damages, claims, or liabilities which may arise from permit issuance. Said application, including all maps and specifications attached thereto, is by reference made a part hereof.

This permit may be revoked, modified or transferred at any time pursuant to the appropriate provisions of Chapter 373, Florida Statutes and 40C-1, Florida Administrative Code. 

PERMIT IS CONDITIONED UPON: 

See conditions on attached “Exhibit A”, dated June 10, 2003

St. Johns River Water Management District Department of Resource Management

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   “EXHIBIT A” 

 CONDITIONS FOR ISSUANCE OF PERMIT NUMBER 50115 

GINN-LA PINE ISLAND 11, LLLP 

DATED JUNE 10, 2003

1. District Authorized staff, upon proper identification, will have permission to enter, inspect and observe permitted and related facilities in order to determine compliance with the approved plans, specifications and conditions of this permit. 

2. Nothing in this permit should be construed to limit the authority of the St Johns River Water Management District to declare a water shortage and issue orders pursuant to Section 373.175, Florida Statutes, or to formulate a plan for implementation during periods of water shortage, pursuant to Section 373.246, Florida Statutes. In the event a water shortage, is declared by the District Governing Board, the permittee must adhere to the water shortage restriction as specified by the District, even though the specified water shortage restrictions may be inconsistent with the terms and conditions of this permit. 

3. Prior to the construction, modification, or abandonment of a well, the permittee must obtain a Water Well Construction Permit from the St. Johns River Water Management District, or the appropriate local government pursuant to Chapter 40C-3, Florida Administrative Code. Construction, modification, or abandonment of a well will require modification of the consumptive use permit when such construction, modification or abandonment is other than that specified and described on the consumptive use permit application form 

4. Leaking or inoperative well casings, valves, or controls must be repaired or replaced as required to eliminate the leak or make the system fully operational. 

5. Legal uses of water existing at the time of the permit application may not be interfered with by the consumptive use. If unanticipated interference occurs, the District may revoke the permit in whole or in part to curtail or abate the interference unless the permittee mitigates for the interference. In those cases where other permit holders are identified by the District as also contributing to the interference. the permittee may choose to mitigate in a cooperative effort with these other permittees. The permittee must submit a mitigation plan to the District for approval prior to implementing such mitigation. 

6. Off-site land uses existing at the time of permit application may not be significantly adversely impacted as a result of the consumptive use. If unanticipated significant adverse impacts occur, the District shall revoke the permit in whole or in part to curtail or abate the adverse impacts, unless the impacts can be mitigated by the permittee. 

7. The District must be notified, in writing, within 30 days of any sale, conveyance, or other transfer of a well or facility from which the permitted consumptive use is made or within 30 days of any transfer of ownership or control of the real property at which the permitted consumptive use is located. All transfers of ownership or transfers of permits are subject to the provisions of section 40C-1.612, Florida Administrative Code. 

8. A District-issued identification tag shall be prominently displayed at each withdrawal site by permanently affixing such tag to the pump, headgate, valve or other withdrawal facility as provided by Section 40C-2.401. Florida Administrative Code. Permittee shall notify the District in the event that a replacement tag is needed. 9. If the permittee does not serve a new projected demand located within the service area upon which the annual allocation was calculated, the annual allocation will be subject to modification.

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10. Landscape irrigation is prohibited between the hours of 1 O:OO a.m. and 4:00 p.m., except as follows:

 (a) Irrigation using a micro-irrigation system is allowed anytime. 

(b) The use of reclaimed water for irrigation is allowed anytime, provided appropriate signs are placed on the property to inform the general public and District enforcement personnel of such use. Such signs must be in accordance with local restrictions. 

(c) Irrigation of, or in preparation for planting, new landscape is allowed any time of day for one 30 day period provided irrigation is limited to the amount necessary for plant establishment. 

(d) Watering In of chemicals, including insecticides, pesticides, fertilizers, fungicides, and herbicides when required by law, the manufacturer, or best management practices is allowed anytime within 24 hours of application. 

(e) systems may be operated anytime for maintenance and repair purposes not to exceed ten minutes per hour per zone. 

11. If chemicals are to be injected into the irrigation system, the permittee shall install and maintain a backflow prevention device on all wells or surface pumps that are connected to the irrigation system. 

12. All submittals made to demonstrate compliance with this permit must include the CUP number 50115 plainly labeled on the submittal. 

13. This permit shall expire 5 years from the date of issuance. 

14. The permittee shall submit an application to modify the Hillcrest CUP No. 2900 by January 5, 2004 to incorporate the proposed use of reclaimed water from the Pine Island WWTP on the Hillcrest golf course. 

15. The permittee shall submit a proposal for a water conserving rate structure to the District for review and approval. The permittee shall not initiate public supply withdrawals under this permit. other than the 2003 public supply allocation, until the District has approved a water conserving rate structure for the project. 

16. The permittee shall Instruct all equipment operators and site personnel with specific instructions in the event that a potential water well is discovered during excavation or land clearing activities. At a minimum, these instructions shall conform to WATER WELL DISCOVERY INSTRUCTIONS – PINE ISLAND SITE, prepared by the permittee and received by the District May 5, 2003 (Attachment A). 

17. Maximum annual groundwater withdrawals from the Floridan aquifer from Well No. 18 (G RS Station Id. No. 35471), Well No. 1R (GRS Station Id. No. 34n1) and Well No. 2R (GRS Station Id. No. 34772) for household, residential landscape irrigation, residential grow in Irrigation (for 2004, 2005, 2006, and 2007, only), water utility, unaccounted for water, and commercial type uses must not exceed as follows:

  0.10 million gallons (0.001 million gallons per day, average) in 2003, 

79.05 million gallons (0.217 million gallons per day, average) in 2004, 

131.31 million gallons (0.360 million gallons per day, average) in 2005, 

184.10- million gallons (0.504 million gallons per day, average) In 2006, 

236.69 million gallons (0.648milllon gallons per day, average) in 2007, and 

214.20 million gallons (0.587million gallons per day, average) in 2008. 18. Maximum annual withdrawals from Pine Lake from surface water pumps S·1 (GAS Station Id. No. 35001) and S-2 (GAS Station Id. No-. 35472) and from the Floridan aquifer from Well No. 13 (GRS Station Id. No. 34959), 14 (GAS Station Id. No. 34960), 15 (GAS Station Id. No.

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35468), 16 (GAS Station Id. No. 35469), and Well No. 17 (GAS Station Id. No. 35470) for common area urban landscape irrigation, including unaccounted for water, and grow-in allocation (for 2003, 2004, 2005, and 2006, only) type uses must not exceed as follows: 

81.40 million gallons (0.397 million gallons per day, average) in 2003, 

134.19 million gallons (0.368 million gallons per day, average) in 2004, 

172.52 million gallons (0.473 million gallons per day, average) in 2005, 

210.85 million gallons (0.578 million gallons per day, average) in 2006, 

191.68 million gallons (0.525 million gallons per day, average) in 2007, and 

191.68 million gallons (0.525 million gallons per day, average) in 2008. 

19. The permittee shall maximize the percentage of common area urban landscape irrigation, including unaccounted for water, and grow-in allocation (for 2003, 2004, 2005, and 2006, only) type uses that is met by withdrawals from Pine Lake and shall follow the procedures prepared by the permittee in its Proposed Operations Plan for Urban landscape Irrigation, dated April 4, 2003 (Attachment 8). 

20. Maximum dally ground water withdrawals from the Floridan aquifer for fire protection must not exceed 4.32 million gallons. A separate accounting of water used for fire protection must be maintained. Documentation of water used for fire protection must be submitted to the District within 30 days of the occurrence. 

21. The permittee shall plug and abandon Well No. 18 (GAS Station Id. No. 35471) within 30 days after the Water Treatment Plant becomes operational, but not later than April 30, 2004. Plugging and abandonment of this well shall conform to District requirements under Rule 400-3, F.A.C. 

22. The permittee shall plug and abandon Well Nos. 3 (GAS Station Id No. 433), 4 (GRS Station Id No. 10488), 5 (GAS Station Id No. 9018), 6 {GAS Station Id No. 10165), 7 (GAS Station Id No. 10167), 8 (GRS Station Id No. 322), 9 (GRS Station Id No. 10166), 10 (GAS Station Id No. 34956), 12 (GRS Station Id No. 34958), A (GRS Station Id No. 35466), and B (GRS Station Id No. 34567), prior to initiating withdrawals from Public Supply Wells 1 R (GRS Station Id. No. 34771) and Well No. 2R (GRS Station Id. No. 34772). Plugging and abandonment of these wells shall conform to District requirements under Rule 40C-3, F.A.C. 

23. The permittee shall implement the water conservation plan (Revised May 12, 2003), submitted to and approved by the District as part of this application process, in accordance with the schedule contained therein. 

24. The permittee shall construct a water efficient landscape demonstration project by December 31, 2005. This project shall consist of a micro-irrigation drip system that will provide water-efficient irrigation to a common area planted with annuals. The existence of this demonstration project shall be publicized via the distribution of water conservation literature. 25. The permittee shall display water conservation posters within the community clubhouse and shall provide water conservation literature within the clubhouse. 26. The permittee shall perform outdoor and indoor water audits upon customer request. The availability of these audits will be publicized via the inclusion of an advisory letter with customer billing statements. 27. The portion of the common area that will be irrigated shall not exceed 183.51 acres. 28. The total amount of residential area that will be irrigated shall not exceed 173.6 acres. 29. Each landscape plan shall be signed and sealed by a Florida Registered Landscape Architect and will require approval by the Architectural Review Board (ARB). The landscape palette and common area plantings shall conform to that provided to the District as Exhibit I. Pine Island PUD. Irrigable Area Map and Landscape Palette, Sheets 1 and 2 of 2, dated 2112103, and received by the District February 14, 2003. Residential landscapes shall

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conform to Exhibit IV. Residential Lot Development Criteria, dated 2112/03, and received by the District February 14, 2003. 

30. Micro-irrigation techniques shall be used in locations where they can be used efficiently, such as in planting bed areas. 

31. As provided in the Water Conservation Plan, St. Augustine grass shall not be used within the project. Zoysia will be used for public view areas and residential lots. Argentine Bahia will be used in the remaining planted areas. 

32. The permittee shall incorporate a soil amendment, Profile TM on all planted/irrigated portions of common areas as well as on the cleared portion of residential lots. The application of Profile TM shall conform to manufacturer’s recommendations. 

33. The urban landscape irrigation system (serving common areas within the project) shall be automatically controlled in order maximize irrigation efficiency. Watering zones shall be established in order to match water needs to specific vegetation types. Soil moisture monitoring devices and rain sensors shall be incorporated into the irrigation system design. All common area landscape irrigation equipment shall be inspected annually by a certified irrigation consultant. Any identified deficiencies shall be corrected within 30 days of identification. 

34. The permittee shall prohibit homeowner irrigation wells via deed restrictions. 

35. The permittee shall require all residential and commercial builders within Pine Island to install low volume toilets and showerheads. 

36. The permittee shall install a dual distribution piping system for residential and commercial uses. This will facilitate use of reclaimed water or other lower quality water sources for irrigation of residential and commercial landscaping in the future.

 37. All service connections shall be individually metered, including the provision of separate potable water and irrigation meters. 

38. The permittee shall perform a water audit within two-years of consumptive use permit issuance. If the percentage of unaccounted water exceeds 10-percent, then a meter survey and leak detection program shall be implemented in conformance with District requirements. A report of the water audit, and meter survey and leak detection program (if required), shall be submitted to the District no later than July 31. 2005. 

39. An annual report detailing the status of this project shall be submitted by July 31st of each year. The report must include status of construction (homes built, residential landscape acreage, common area landscape acreage, and wells installed or abandoned) and implementation of the water conservation plan.

 40. The lowest quality water source, such as reclaimed water and surface/storm water, must be used as irrigation water when deemed feasible pursuant to District rules and applicable state law. 

41. Existing Well No.’s 1R (GRS Station Id. No. 34771), 2R (GRS Station Id. No. 34772), 17 (GRS Station Id. No. 35470), and 18 (GRS Station Id. No. 35471); proposed Well Nos.13 (GRS Station Id. No. 34959), 14 (GRS Station Id. No. 34960), 15 (GAS Station Id. No. 35468), and 16 (GRS Station Id. No. 35469); and proposed surface water pumps S-1 (GRS Station Id No. 35001) and S-2 (GRS Station Id. No. 35472), as listed on the application, shall be equipped with totalizing flow meters prior to their use. These meters must maintain 95% accuracy, be verifiable, and be installed according to the manufacturer’s specifications. Documentation of proper meter installation (photograph and manufacturer specifications) of the proper installation of these meters must be submitted within 30 days of meter installation. 42. Total withdrawal from Well Nos. 1 R (GRS Station Id. No. 34771 ), 2R (GAS Station Id. No. 34772), 17 (GRS Station Id. No. 35470), 18 (GRS Station Id. No. 35471); 13 (GRS Station d. No. 34959), 14 (GRS Station Id. No. 34960), 15 (GRS Station Id. No. 35468), and 16 (GRS Station Id. No. 35469) and surface water pumps S-1 (GRS Station Id. No. 35001) and S-2

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(GRS Station Id. No. 35472), as listed on the application, must be recorded continuously, totaled monthly, and reported to the District at least every six months for the duration of this permit using District Form No. EN-50. The reporting dates each year will be as follows: 

Reporting Period Report Due Date

January – June July 31

    July – December January31 

43. The permittee must maintain all meters. In case of failure or breakdown of any meter, the District must be notified in writing within 5 days of its discovery. A defective meter must be repaired or replaced within 30 days of its discovery. 44. The permittee must have all flow meters checked for accuracy at least once every 3 years within 30 days of the anniversary date of permit Issuance, and recalibrated if the difference between the actual flow and the meter reading is greater than 5%. District Form No. EN-51 must be submitted to the District within 10 days of the inspection/calibration.

Page 188

PINE ISLAND SHORELINE MANAGEMENT PLAN

Prepared for: 

THE GINN COMPANY 

215 Celebration Place 

Suite 200 

Celebration, FL 34747 

Prepared by:

Page 189

TABLE OF CONTENTS 

I. INTRODUCTION 

II. PROJECT OVERVIEW 

A. LAND USE HISTORY 

B. LAKE APOPKA 

III. HABITAT DESCRIPTIONS 

A. UPLANDS 

B. WETLANDS 

C. LAKESHORE LITTORAL ZONE 

IV. LAKESHORE MANAGEMENT PLAN 

A. PROJECT PURPOSE 

B. OBJECTIVES 

V. DISCUSSION OF PROBLEMS ENCOUNTERED 

A. UPLANDS 

B. WETLANDS 

C. LAKESHORE LITTORAL ZONE 

VI. KEY MANAGEMENT ACTIVITIES VII. SUMMARY

Page 190

PINE ISLAND 

SHORELINE MANAGEMENT PLAN 

I. INTRODUCTION 

The Pine Island development is a 1,486-acre, single-family, primary residence community located on Lake Apopka’s southwestern shoreline. The Pine Island developmen4 also known as Bella Collina, consists of a 496-unit family residence subdivision that will include equestrian facilities, boating, tennis, and spa/fitness facilities. The project is approved under St. John’s River Water Management District (SJRWMD) permit number4-069-82832-l issued September 10, 2002. 

The project is located north of the Florida Turnpike, east of County Road 455 in Sections 11, 12, 13, and 14, Township 22 South, Range 26 East, and Section 7, Township 22 South, Range 27 East, Lake County, Florida. The Shoreline Management Area is located along Lake Apopka, adjacent to the Pine Island project within the southern Ocklawaha River hydrologic basin (Basin 12). 

II. PROJECT OVERVIEW 

The Pine Island shoreline and adjacent wetlands and uplands serve as a natural environmental benefit for future property owners within the Bella Collina development. 

A. LAND USE HISTORY The majority of land within the development adjacent to the management area consists of planted slash and spruce pine. An abandoned citrus grove, a 313.71- acre internal lake (Pine Lake), a 31.11-acre portion of Lake Apopka, and a 5.89- acre isolated wetland make up the remainder of the project area. B. LAKE APOPKA Lake Apopka is located in northwest Orange and southeast Lake Counties and is the headwaters to the Ocklawaha Chain of Lakes. Years of abuse have given Lake Apopka the distinction of being the most polluted large lake in Florida. Legislation in 1985 and 1987 designated Lake Apopka as a priority water body in need of restoration and mandated that the SJRWMD develop and implement plans to restore the lake to Class III water quality, making the lake fit for recreation. Continuing restoration efforts on Lake Apopka have successfully reduced phosphorus levels and increased water quality improving conditions to allow native submersed plant to begin re-establishing themselves in many locations around the lake. One of the primary goals set forth within the Lake Apopka

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Restoration Act of 1985 and Florida’s Surface Water Improvement and Management (SWIM) Act of 1987 is to restore habitat through restoration of the shoreline, known as the littoral zone. 

III. HABITAT DESCRIPTIONS 

The management area consists of a herbaceous/shrubby shoreline with adjacent pockets of uplands and mixed forested wetlands. The habitats within the management area are described below. 

A. UPLANDS 

The uplands within the management area consist of approximately 36.7 acres of hardwood hammock. This community is dominated by a live oak (Quercus virginiana), slash pine (Pinus elliottii), and cabbage palm (Sabal palmetto) canopy with groundcover consisting of saw palmetto (Serenoa repens) and a variety of other grasses. forbs, vines, and broad-leaf weedy species. Other species observed include elderberry (Sambucus canadensis), blackberry (Rubus sp.). laurel greenbriar (Smilax laurifolia), muscadine ( Vitis rotundifolia), and momingglory (Ipomoea sp.). 

B. WETLANDS 

The forested wetlands within the management area consist of approximately 130.8 acres. This forested system runs in a continuous line around the perimeter of the lake from the northeast to the southwest. This linear band of wetland varies greatly in width from more than 1000 feet to less than 50 feet and serves as a stormwater treatment area for Lake Apopka. This wetland is dominated by red maple (Acer rubrum) in all areas along with scattered dahoon holly (Ilex cassine), red bay (Persea borbonia), sweetbay (Magnolia virginiana), sugar berry (Celtis laevigata), pop ash (Fraxinus americana), and cabbage palm. Shrub species consist of Virginia willow (/tea virginica), southern willow (Salix caroliniana), wax myrtle (Myrica cerifera), and buttonbush (Ceplwlanfhus occidentalis). The groundcover consists of lizard’s tail (Saururus cernuous), pennywort (Hydrocotyle umbellata), Virginia chain fem, (Woodwardia areolata), and swamp fern (Blechum serrulatum). 

C. LAKESHORE LITTORAL ZONE The herbaceous or littoral zone of the management area occurs as a linear narrow band between the forested wetland and open water of the lake. The dominant species observed in this habitat include cattail (Typha sp.), primrose willow (Ludwigia penwiana), bull-tongue arrowhead (Sagitteria lancifolia), lizard’s tail, swamp and Virginia chain fern. Other species observed in lesser amounts

Page 192

include water hyacinth (Eichhomia crassipes), softstem bulrush (Sirpus tabemaemontam), and pickerelweed (Pontederia cordata). 

IV. LAKESHORE MANAGEMENT PLAN 

Lakeshore vegetation and adjacent habitats are critical to maintaining a healthy, diverse, and stable lakeshore environment. The major functions of this area are to help reduce shoreline erosion, provide wildlife habitat, improve water quality, and provide aesthetic benefits. 

Several protected species listed in Florida’s Endangered Species, Threatened Species, and Species of Special Concern official lists (1997) utilize Lake Apopka’s shoreline and adjacent wetlands and uplands within the Pine Island area. These species include, but are not limited to, the American alligator (Alligator mississippiensis), bald eagle (Haliaeetus leucocephalus), wood stork (Mycteria americana), brown pelican (Pelecanus occidentalis), white ibis (Eudocimus albus), little blue heron (Egretta caerulea), snowy egret (Egretta thula), and osprey (Pandion haliaetus). Management techniques to protect listed species of plants and animals include removal of exotic species, thereby improving habitat and food sources to support wildlife species. 

A. PROJECT PURPOSE 

The purpose of the Pine Island Lakeshore Management Plan is to furnish guidance, protection, and preservation of the lake’s environment while allowing a balanced use of the lakeshore. The plan also considers means of restoration to the shoreline and adjacent buffer where excessive use, misuse, or degradation may have occurred. By preserving the uplands and wetlands adjacent to the shoreline, a natural buffer will be maintained for the preservation and enhancement of water quality. By preserving the adjacent wetlands, a natural filter for the runoff from upland areas will be maintained. 

B. OBJECTIVES 

The primary objectives of this Management Plan are: 

• removal of invasive and exotic vegetation; 

• replanting of native vegetation within the lakeshore and adjacent uplands; and 

• management of the Pine Island shoreline to properly establish, enhance, and maintain acceptable fish and wildlife habitat, and sustain natural environmental conditions. 

This Shoreline Management Plan will address implementation of these objectives. All improvements and major land alterations will comply with applicable local,

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state, regional and federal laws and regulations. All improvements will be sited to minimize environmental impacts. 

V. DISCUSSION OF PROBLEMS ENCOUNTERED 

The majority of the Shoreline Management Area contains disturbed habitats that require improvement. The disturbed habitats targeted by this plan consist of shoreline areas, adjacent wetland, and uplands. These areas contain an abundance of nuisance and exotic species. This management plan proposes to restore these areas to a more undisturbed state by killing or removing invasive species and planting native plants. The following discusses problems encountered within each of the major communities in the Pine Island Shoreline Management Area. 

A. UPLANDS 

The upland habitat within the management area has been invaded by several invasive species indicative of disturbed areas. Within these areas, elderberry and blackberry are extremely abundant resulting in the absence of any desirable vegetation. Many invasive vines, laurel greenbriar, muscadine, air-potato, and morning glory are also prevalent in many areas within the uplands. It is common to see trees completely engulfed in vines and areas where the vines have formed mats that cover all groundcover vegetation. Other nuisance and exotic plant and vine species found within the upland areas include Caesar’s weed (Urena lobata), Chinaberry (Melia azedarach), castor bean (Ricinus communis), and air-potato (Dioscorea bulbifera). 

B. WETLANDS 

The forested wetlands within the management area are disturbed and considered extremely poor quality. Elderberry, blackberry, laurel greenbriar, and morning glory dominate many areas near the jurisdictional wetland line. These species are indicative of altered hydrology and appear to be encroaching further into the wetlands displacing desirable wetland species that once were abundant in the area. These species have become so dense in some areas that the lake view is nonexistent and the area looks mangled with vines and dead vegetation. Other nuisance and exotic species found in the wetlands include castor bean, muscadine, air-potato, climbing hempvine, wild taro, and primrose willow. 

There are several other signs of altered hydrology within the wetlands, including soil oxidation and subsidence. Many of larger trees show obvious signs of soil oxidation that has resulted in the exposure of not only primary roots but the secondary root structure as well. This has lead to destabilization in many of the trees as evident by fallen trees, wind blown trees, leaning trees, and the attempt of many to re-sprout from the original root crown resulting in a multi-tuck

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formation. The result is an abundance of trees that reach no more than sub-canopy size and are heavily overgrown with vines and blackberry. 

Despite the abundant vegetation and the annual leaf litter provided to this area, there is essentially no humus layer over the organic substrate. The decomposed organic material oxidizes before it has the opportunity to form a humus layer, which is another indicator of the reduced hydrology of this area and lack of surface inundation. This also corresponds with the obvious signs of soil oxidation and subsidence. 

C. LAKESHORE LITTORAL ZONE 

The main species of concern within the lakeshore littoral zone of the management area are cattail and primrose willow. Water hyacinth was also observed in lesser amounts within the lakeshore littoral zone. 

VI. KEY MANAGEMENT ACTIVITIES 

The following management activities form the basis of the Pine Island Shoreline Management Plan: 

1) mowing and invasive plant removal within uplands; 

2) control of invasive exotic wetland vegetation; 

3) planting of native emergent, wetland, and transitional plant species; and 

4) controlled burning. 

The protection of native habitats will ensure protected species are adequately supported in the environment. These management activities will target nuisance and exotic vegetation removal to maintain them at low levels. Regular maintenance events, such as mechanical vegetation removal and chemical treatment will allow native plant species to become dominant. The following describes each management activity in more detail. 

Mowing and Invasive Plant Removal within Uplands 

The first component of the Pine Island Management Plan involves mechanical (Hydro-Axe) mowing followed by chemical treatment of invasive species. Performing this first step will allow easy access to more problematic areas that currently impede access to the shoreline. In addition, chemical treatment of invasive plant and vine species followed by subsequent plantings will allow for optimal coverage of native upland species. 

The next component involves mechanical (Hydro-Axe) mowing followed by chemical treatment of invasive upland species. This consists of the removal of dense areas of species such as elderberry, blackberry, and many vine species that have encroached within the forested wetlands. In some areas, these species have totally restricted access and view to habitats just beyond this area.

Pasge 195

Control of Invasive Exotic Wetland Vegetation 

Invasive exotic vegetation has displaced native vegetation within the Lake Apopka shoreline and adjacent wetlands. In addition, native species such as cattail, which are indicative of seriously disturbed conditions, can overpopulate and crowd out other desirable species. Such monocultures can dramatically impact native fish and wildlife populations. When necessary, native plant management should be conducted similarly to invasive plant management to promote the formation of monocultures. Removing exotics and species such as cattail from the area will be an important element of restoration. 

In wetland areas where a mechanical (Hydro-Axe) mower would cause rutting, a hydraulic excavator with a Quadco saw head that works from mats will be used to access and cut vegetation while minimizing wetland impacts. In addition, chemical treatment will be used to treat and prevent the return of invasive species. 

Hand removal and chemical treatment of invasive exotic vegetation will be used in areas where invasive vegetation is prevalent and mowing is impractical. This step is critical in restoring the lakeshore to its natural state and improving the overall quality of the management area while returning the management area to a true lakeshore ecosystem. 

Planting of Native Vegetation 

Another component of the Pine Island Management Plan is to protect and improve water quality by planting desirable vegetation to replace the undesirable vegetation. Planting will provide diversity in areas dominated by monocultures. Native plants and the natural environment provide food and habitat for animals, filter nutrients, sediments, and other pollutants from runoffs, provide shade and cover for fish, and minimize shoreline erosion. Native wetland and transitional plant species will be planted to restore the Pine Island – Lake Apopka shoreline and adjacent upland habitats. 

The following provides suggested planting within each habitat located in the Pine Island management area: 

• Suggested planting within the upland and transitional habitats of the management area will consist of species such a sand cordgrass (Spartina bakerz), beautyberry (Callicarpa Americana), saw palmetto (Serenoa repens), water oak (Quercus nigra), wax myrtle (Myrica cerifera), and cabbage palm. • Suggested planting within the forested wetland portion of the management area will consist of species such as maidencane (Panicum hemitomon), dotted smartweed (Polygonum punctatum), pickerelweed, saw grass (Cladium jamaicense), yellow canna, popash (Faxinus caroliniana), American elm (Ulmus Americana), red maple, dahoon holly, and swamp bay.

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• Suggested planting within the lakeshore zone of the management area will consist of species such as spadderdock (Nuphar luteum ), softstem bulrush, alligator flag (Thalia geniculata), pickerelweed. and arrowhead spp. 

Controlled Burn Plan 

An initial controlled burn is proposed to reduce the amount of dead vegetation and debris prepare the site for seeding and planting improve wildlife habitat, manage competing vegetation, improve access, and cycle nutrients within the management area. A controlled bum will also reduce the risk of uncontrolled wildfire that may threaten habitat, human safety, and personal property once the property is developed. The bum will reduce the amount of dead vegetation, such as blackberry and the many vines open the understory, and create habitat favorable for wildlife, while allowing native wetland and transitional species to re-establish. A controlled bum is planned within the larger forested wetland areas of the management area. The bum will be performed by a licensed professional and all approvals and permits will be obtained prior to implementation. 

VII. SUMMARY 

Lakeshore vegetation and adjacent habitats are critical to maintaining a healthy, diverse, and stable lakeshore environment. The major functions of these habitats are to help reduce shoreline erosion, provide wildlife habitat and to provide water quality functions. ‘The proposed management plan is designed to supplement continuing restoration efforts set forth by the SJRWMD, which has designated Lake Apopka as a priority water body in need of restoration to Class ID water quality. It also is aimed towards helping one of the primary goals within the Lake Apopka Restoration Act of 1985 and Florida’s Surface Water Improvement and Management (SWIM) Act of 1987 to restore habitat through restoration of the shoreline, known as the littoral zone. 

The Pine Island Lakeshore Management Plan is a systematic, planned approach for controlling undesirable (noxious) plant species, which have the potential to hinder the growth of beneficial plants. Once the majority of nuisance and exotic species are removed, it will be easier to control these species long term and less likely that desirable vegetation will be adversely affected. Regular maintenance events such as chemical and mechanical vegetation mowing will continue within the Pine Island Shoreline Management Area to ensure a predominance of native vegetative species.

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This conversation  EASEMENT is made

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Purpose of this conversation easement are

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The construction maintenance and use of a recreation trail

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Second Amended

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IN WITNESS WHEREOF, GARANTOR HAS EXECUTED

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Legal description of Property

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Second Amended
Second Amended

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Second Amended

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Second Amended

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Second Amended

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Second Amended

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Second Amended

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Second Amended

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Second Amended

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Second Amended

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Second Amended

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Second Amended

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Dock Plan

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Second Amended

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Lake Apopka

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Second Amended

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Second Amemded
This Amendment to and Partial release of conservation

   WHEREAS, Owner executed a Conservation Easement dated March 5, 2004, and recorded in Official Records Book 2519, Page 105, Public Records of Lake County, Florida (hereinafter the “Conservation Easement”) over certain property located in Lake County, Florida. in favor of the District in accordance with the District Permit No. 4-069- 82832-1; and 

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WHEREAS, on December 27, 2004, the District issued a letter modification to 

District Permit No. 4-069-82832-1, allowing the Owner to release a total of 

0.46 acres of Conservation Easement area in return for Owner’s substitution of 0.75-acres of

 Conservation Easement area, and 

WHEREAS, the substituted areas are larger and will provide additional protection 

from the surrounding development for the associated wetland system, and 

WHEREAS, the released parcels are part of revisions to the project to relocate 

and modify ponds that will result in increased storage capacity and revisions to a 

portion of the road and lot layout that will result in a net reduction in linear footage of , 

roadway and fewer lots than previously permitted; and . 

WHEREAS, the District desires to release a portion of the Owner’s property 

subject to the Conservation Easement and in return the Owner desires to place the 

Conservation Easement over an additional portion of the Owner’s property; and 

WHEREAS, the parties intend to ratify the remainder of the Conservation 

Easement which is not released herein; 

NOW THEREFORE, in consideration of the above and the mutual covenants, terms, conditions and restrictions contained herein, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Release. The District hereby releases, terminates, discharges and quit claims any and all interests. rights, privileges, licenses in and to the property described in attached Composite Exhibit “A-1”. This Release of Conservation Easement is

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binding upon and shall inure to the benefit of Owner and its successors and assigns. This Release of Conservation Easement applies only to the real property described in attached Composite Exhibit “A-1”.

2. Substitution. In exchange for the release identified In paragraph 1 herein, Owner hereby grants to the District a conservation easement over the property described in attached Composite Exhibit? “B-1” and “B-2” (the “Property”) in order to offset adverse impacts to natural resources, fish and wildlife, and wetland functions. 

3. Reaffirmation. Except as specifically set forth herein, all provisions of the Conservation Easement shall remain unchanged and in full force and effect. The remainder of the property described In the conservation Easement is unaffected by this Release and shall continue to be bound by the terms of said Conservation Easement. 

4. Recordation. Owner shall record this Amendment To and Partial Release of Conservation Easement in timely fashion in the Official Records of Lake County, Florida, and shall rerecord it at any time the District may require to preserve its rights. Owner shall pay all recording costs and taxes necessary to record this Amendment To And Partial Release Conservation Easement in the public records. Owner will hold the District harmless from any recording costs or taxes necessary to record this Conservation Easement in the public records. 5. Successors. The covenants, terms, conditions and restrictions of this Amendment To and Partial Release of Conservation Easement shall be binding upon, and inure to the benefit of the parties hereto and their respective personal

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IN WITNESS WHEREOF, the parties have executed this Amendment To And Partial Release Of Conservation Easement on the day and year first above written. 

IN WITNESS WHEREOF, the parties have executed this Amendment

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the foreign instrument was acknowledged beforfe me

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EXHIBIT A-1

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SKETCH OF DESCRIPTION

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SKETCH OF DESCRIPTION EXHIBIT A-1

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EXHIBIT B-1

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SKETCH OF DESCRPTION 
EXHIBIT B-1

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SKETCH OF DESCRIPTION EXHIBIT B-1

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DESCRIPTION EXHIBIT B-2

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SKETCH OF DESCRIPTION 
EXHIBIT B-2

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Prepared by: 

Miranda F. Fitzgerald, Esq. 

Lowndes, Orosdick, Doster, 

Kantor & Reed, P.A. 

215 North Eola Drive 

Orlando, Florida 32802-2809 

Return recorded original to: 

Office of General Counsel 

St. Johns River Water Management District 

P.O. Box 1429 

Palatka, FL 32178-1429 

CONSERVATION EASEMENT 

THIS CONSERVATION EASEMENT is made this 10 day of MARCH 2005 by GINN-LA PINE ISLAND LTD., LLLP, a Georgia limited liability limited partnership, having an address at 215 Celebration Place, Suite 200, Celebration, Florida 34747 (“Grantor” ), in favor of the ST. JOHNS RIVER WATER MANAGEMENT DISTRICT, a public body existing under Chapter 373, Florida Statutes, having a mailing address at P.O. Box 1429, Palatka, Florida 32178-1429 (“Grantee”). 

WITNESSETH: 

WHEREAS, Grantor solely owns in fee simple certain real property in Lake County. Florida, more particularly described in Exhibit “A” attached hereto and incorporated by this reference (the “Property”); 

WHEREAS, Grantor grants this conservation easement as a condition of permit No. 4-069·86624-1 issued by Grantee, solely to off-set adverse impacts to natural resources, fish and wildlife. and wetland functions; and 

WHEREAS, Grantor desires to preserve the Property in its natural condition in perpetuity; 

NOW THEREFORE, in consideration of the above and the mutual covenants, terms, conditions and restrictions contained herein, and pursuant to the provisions of section 704.06, Florida Statutes, Granter hereby voluntarily grants and conveys to Grantee a conservation easement in perpetuity over the Property of the nature and character and to the extent hereinafter set forth (the “Conservation Easement”). 
  1. Purposes. The purposes of this Conservation Easement are: i) to assure that the Property will be retained forever in its existing natural condition; and ii) to prevent any prohibited use of the Property that will impair or interfere with the environmental value of the Property.

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2. Prohibited Uses. Any activity on or use of the Property inconsistent with the purposes of this Conservation Easement is prohibited. Without limiting the generality of the foregoing, the following activities and uses are expressly prohibited: 

(a) Constructing or placing buildings, roads, signs. billboards or other advertising, utilities or other structures on or above the ground; 

(b) Dumping or placing soil or other substance or material as landfill or dumping or placing of trash, waste or unsightly or offensive materials; 

(c) Removing or destroying trees, shrubs, or other vegetation; 

(d) Excavating, dredging or removing loam, peat, gravel, soil, rock or other materials or substances in such a manner as to affect the surface; 

(e) Surface use, except for purposes that permit the land or water area to remain predominantly in its natural condition; 

(f) Activities detrimental to drainage, flood control, water conservation, erosion control, soil conservation, or fish and wildlife habitat preservation; 

(g) Acts or uses detrimental to such retention of land or water areas; and 

(h) Acts or uses detrimental to the preservation of the structural integrity or physical appearance of sites or properties of historical, architectural, archaeological, or cultural significance. 

3. Reserved Rights. Grantor reserves unto itself, and its successors and assigns, all rights accruing from its ownership of the Property, including the right to engage in or permit or invite others to engage in all uses of the Property, that are not expressly prohibited herein and are not inconsistent with the purpose of this Conservation Easement. 

4. Responsibilities. The developer, its successors and assigns, are responsible for the periodic removal of trash and other debris which may accumulate in the Conservation Easement areas. 

5. Use and Enjoyment. Grantor, for itself and its assigns, and successors in title. tenants, subtenants and invitees, retains the right to have access to the Property for use and enjoyment consistent with the Conservation Easement and the terms and conditions set forth herein. 6. Rights of Grantee. To accomplish the purposes stated herein, Grantor conveys the following rights to Grantee:

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(a) To enter upon and inspect the Property in a reasonable manner and at reasonable times to determine if Grantor or its successors and assigns are complying with the covenants and prohibitions contained in this Conservation Easement. 

(b) To proceed at law or in equity to enforce the provisions of this Conservation Easement and the covenants set forth herein, to prevent the occurrence of any of the prohibited activities set forth herein, and require the restoration of areas or features of the Property that may be damaged by any activity inconsistent with this Conservation Easement. 

7. Grantee’s Discretion. Grantee may enforce the terms of this Conservation Easement at its discretion, but if Grantor breaches any term of this Conservation Easement and Grantee does not exercise its rights under this Conservation Easement, Grantee’s forbearance shall not be construed to be a waiver by Grantee of such term, or of any subsequent breach of the same, or any other term of this Conservation Easement, or of any of the Grantee’s rights under this Conservation Easement. No delay or omission by Grantee in the exercise of any right or remedy upon any breach by Grantor shall impair such right or remedy or be construed as a waiver. Grantee shall not be obligated to Grantor, or to any other person or entity, to enforce the provisions of this Conservation Easement.

8. Acts Beyond Grantor’s Control. Nothing contained in this Conservation Easement shall be construed to entitle Grantee to bring any action against Grantor for any injury to or change in the Property resulting from natural causes beyond Grantor’s control, including, without limitation, fire, flood, storm and earth movement, or from any necessary action taken by Grantor under emergency conditions to prevent, abate or mitigate significant injury to the Property or to persons resulting from such causes. 

9. Recordation. Grantor shall record this Conservation Easement in timely fashion in the Official Records of Lake County, Florida. and shall rerecord it at any time ns Grantee may reasonably require to preserve its rights. Granter shall pay nil recording costs and taxes necessary to record this Conservation Easement in the public records. Granter will hold Grantee harmless from any recording costs or taxes necessary to record this Conservation Easement in the public records. 

10. Successors. The covenants, terms, conditions and restrictions of this Conservation Easement shall be binding upon, and inure to the benefit of the parties hereto and their respective personal representatives. heirs. successors and assigns and shall continue as a servitude running in perpetuity with the Property. 11. No Dedication. No right of access by the general public to any portion of the Property is conveyed or intended to be conveyed by this instrument.

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12. Amendment. This instrument may be amended, altered, released or revoked only by written agreement between the parties Hereto or their assigns or successors-in-interest, which shall be filed in the Official Records of Lake County, Florida.

13. Covenant. Grantor hereby covenants with Grantee that Granter fully warrants title to said Property, and will warrant and defend the same against the lawful claims of all persons whomsoever. 

[Signature to follow on next page]

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  IN WITNESS WHEREOF, Grantor has executed this Conservation Easement on the dny and year first above written. 

Signed, sealed and delivered GRANTOR:

in our presence as witnesses: GINN-LA PINE ISLAND LTD., LLLP, aGeorgia limited liability limited partnership

 GINN-LA PINE ISLAND LTD., LLLP, aGeorgia limited liability limited partnership

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EXHIBIT “A” 

Legal Description of Property

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SKETCH OF DESCRIPTION SHEET 1 OF 2

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SKETCH OF DESCRIPTION SHEET 2 OF 2

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SKETCH OF DESCRIPTION SHEET 1 OF 11

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SKETCH OF DESCRIPTION SHEET 2 OF 11

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SKETCH OF DESCRIPTION SHEET 3 OF 11

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SKETCH OF DESCRIPTION SHEET 4 OF 11

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SKETCH OF DESCRIPTION SHEET 5 OF 11

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SKETCH OF DESCRIPTION SHEET 6 OF 11

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SKETCH OF DESCRIPTION SHEET 7 OF 11

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SKETCH OF DESCRIPTION SHEET 7 OF 11

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SKETCH OF DESCRIPTION SHEET 8 OF 11

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SKETCH OF DESCRIPTION SHEET 10 OF 11

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SKETCH OF DESCRIPTION SHEET 11 OF 11

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SKETCH OF DESCRIPTION SHEET 1 OF 6

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SKETCH OF DESCRIPTION SHEET 2 OF 6

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SKETCH OF DESCRIPTION SHEET 3 OF 6

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SKETCH OF DESCRIPTION SHEET 4 OF 6

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SKETCH OF DESCRIPTION SHEET 5 OF 6

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SKETCH OF DESCRIPTION SHEET 6 OF 6

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SKETCH OF DESCRIPTION SHEET 1 OF 2

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SKETCH OF DESCRIPTION SHEET 2 OF 2

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POA MANAGEMENT AGREEMENT 

  THIS POA MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into this 31st day of December, 2005 (the “Effective Date”), by and between Bella Collina Property Owners’ Association, Inc., a Florida not-for-profit corporation, whose address is 215 Celebration Place, Suite 200, Celebration, Florida 34747 (the “POA”), and GINN Property Management, LLC, a Florida limited liability company, whose address is 215 Celebration Place, Suite 200, Celebration, Florida 34747 (the “Management Company”). 

RECITALS

  WHEREAS, the POA is the property owners’ association of the planned residential community in Lake County, Florida (the “County”), known as Bella Collina (the “Development”), that includes a golf club and related facilities, community roads and gatehouse, all on that certain real property more particularly described on Exhibit “A” to this Agreement (the “Property”); 

  WHEREAS, the POA was created pursuant to the Second Amended and Restated Declaration of Covenants, Conditions and Restrictions of Bella Collina and Supplemental Declaration, and all exhibits thereto, as recorded in the Public Records of the County, as the same may be amended from time to time (the “CC&Rs”), the POA’s Articles of Incorporation and Bylaws (collectively, and as may be amended from time to time, the “POA Organizational Documents”); 

  WHEREAS, the POA desires to enter into this Agreement for the purpose of engaging the Management Company to furnish management services and exercise all rights, duties and responsibilities of the POA and for a certain portion of the Property (such property, as may be amended from time to time, the “POA Property”) delegable under applicable law under the CC&Rs and the POA Organizational Documents; and 

  WHEREAS, the Management Company has agreed to perform such management services for the POA under the terms and conditions and for the compensation more specifically set forth herein. 

AGREEMENT

  NOW, THEREFORE, for and in consideration of the mutual terms, covenants and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and between the parties as follows: 

  1. Recitals and Terms. The above recitals are true and correct and are incorporated herein by reference. The terms used in this Agreement shall be defined in accordance with the CC&Rs, unless the context otherwise requires. 

  2. Engagement. The POA does hereby engage the Management Company as the exclusive management company of the POA and the POA Property, and the Management Company hereby accepts such engagement. Management of the POA and the POA Property shall be in accordance with the CC&Rs, the POA Organizational Documents and applicable statutes.   3. Term. The term of this Agreement shall commence on the Effective Date and have effect for a period of ten (10) years from the date of execution hereof (as may be extended pursuant to Section 4, the “Term”). The Management Company shall have the unequivocal right, at any time during the Term, to terminate this Agreement upon not less than thirty (30) days notice to the POA if a

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court declares any portion hereof invalid or unenforceable, which in the reasonable discretion of the Management Company makes the performance of the balance hereof impractical, or in the event fiscal constraints pursuant to the Annual Budget (as defined below) prevent the Management Company from managing, operating and maintaining the POA and the POA Property in conformity with a first class standard (defined as the standard of operation of other projects managed by the Management Company at other Ginn Communities (as defined below)), and it shall be understood that, for the purposes of this Agreement, such termination shall be deemed to have been caused by the POA. 

  4. Renewal. The Term of this Agreement shall automatically renew for successive periods of five (5) years each, unless the POA, by consent of a majority of the members of the POA, or the Management Company, as the case may be, provides written notice to the other party of the nonrenewal of this Agreement no earlier than one hundred eighty ( 180) days and no later than one hundred twenty (120) days prior to the end of the then current Term. 

  5. Management Company Materials. All personal and intellectual property owned or held by the Management Company related to the services provided by the Management Company hereunder, including, without limitation, the Management Company’s trade name, trademarks, service marks and software programs and the trade names, trademarks, service marks and software programs of the Management Company or its affiliates or subsidiaries (the “Materials”), is and always shall be the personal property of the Management Company. The parties expressly agree that upon termination of this Agreement for any reason, the POA shall abstain from using the Materials and shall promptly return any Materials in its possession to the Management Company within fifteen ( 15) days after termination of this Agreement. Within fifteen (15) days of such termination, all interior and exterior signs and graphics bearing any of the Materials shall be physically removed from the POA Property or otherwise covered or obliterated so as not to be visible to the public, all at the POA’s expense. After termination of this Agreement, under no circumstances shall the POA, or any person acting on behalf of the POA, directly or indirectly hold itself or the POA Property out to the public as being or remaining affiliated with the Management Company. 

  6. The Management Company’s Responsibilities. The POA hereby acknowledges and agrees that, pursuant to the terms of this Agreement and in consideration of the Management Fee (as defined below), the Management Company shall perform itself, hire personnel to perform or procure providers to perform all services necessary for the operation and maintenance of the POA and any POA Property as determined by the Management Company in its sole discretion. In this regard, all rights and responsibilities held by the Management Company and every act performed by the Management Company as further authorized and described in the CC&Rs and/or the POA Organizational Documents, as applicable, and this Agreement shall be as agent for the POA. Notwithstanding any provision in this Agreement to the contrary, the POA agrees to reimburse the Management Company for any and all costs incurred by the Management Company in connection with the performance of its duties hereunder including the salaries, benefits, fees, taxes and other costs incurred in connection with all persons employed on behalf of the POA, whether employees of the Management Company, the POA or any other providers of services; provided, however, such services are provided to the POA on a competitive basis. 

  Without limiting the generality of the foregoing, the Management Company’s responsibilities shall include, without limitation, the following:   a. Financial Reports. The Management Company shall prepare and deliver to the POA within thirty (30) days of the end of each fiscal quarter, a financial report, for the preceding quarter; such report to include an income and expense statement, balance statement, check register, itemized listing of accounts receivable and disbursement journal. Within sixty (60) days following the

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end of the POA’s fiscal year, the Management Company shall prepare and deliver a year-end, unaudited financial report to the POA. 

  b. Annual Tax Returns. The Management Company shall engage professional assistance, at POA’s expense, for the preparation of any tax returns or forms or other filings required by any local, state or federal agency, and the Management Company will provide whatever reasonable assistance is necessary for the completion of these filings and returns. 

  c. Maintain Owners’ List. The Management Company shall maintain a complete list of the names and addresses of all members of the POA. 

  d. Annual Budget. Annual budget services shall include the preparation of a recommended annual budget for review by the POA’s board of directors (the “Board”), which shall in tum either adopt a final annual budget or refer such adoption to a meeting of the POA in compliance with the CC&Rs, the POA Organizational Documents and applicable state law (such budget, as adopted by the Board or the POA, the “Annual Budget”). 

  e. Insurance. The Management Company shall be responsible for obtaining and maintaining all insurance policies in the name of the POA required to be obtained and maintained by the POA under the CC&Rs and the POA Organizational Documents. The Management Company is hereby authorized to act as agent for the POA, each POA member and for each Owner (as defined in the CC&Rs) of any other insured interest and, further, to adjust all claims arising under the insurance policies subject to the provisions of the CC&Rs. The Management Company is also authorized to file lawsuits in the name of the POA and deliver releases upon payments of claims; to otherwise exercise all of the rights, powers and privileges of the insured parties, and if the POA is acting as insurance trustee, to receive on behalf of the POA and all insured parties, all insurance proceeds, subject to the provisions of the CC&Rs and the POA Organizational Documents. The cost of all insurance obtained hereunder shall be a Common Expense (as defined in the CC&Rs) of the POA. 

  f. Collect Assessments. The Management Company shall be responsible for collecting, on behalf of the POA, all assessments for Common Expenses, Assessments (as defined in the CC&Rs), reserves, charges, rentals or other payments from POA members and concessionaires, if any, and all other monies and debts that may become due the POA. In the event of default in such payment, the Management Company shall promptly take or cause to be taken all legal or other action in the name of the POA as may be necessary or appropriate to enforce any rights that the POA may have as a result of the default and any associated cost as result of these actions shall be Common Expenses of the POA.   g. Bank Accounts. The Management Company shall be responsible for depositing all funds collected from the assessment of Owners or otherwise accruing to the POA in accounts with a bank or other institution in the name of the POA with suitable designations indicating the source of the funds, or, in the alternative, invest collected funds on behalf of the POA, subject to any restrictions pursuant to applicable law. The Management Company shall ensure that all funds collected are kept separately and not commingled with similar funds collected on behalf of other property owners associations or other clients of the Management Company. The Management Company shall not be liable for any loss resulting from the insolvency of any depository or the loss from any investment. The Management Company is authorized to draw on the POA accounts for any payments to be made by the Management Company to discharge any liabilities or obligations incurred pursuant to this Agreement, for the payment of the Management Fee or any other disbursements properly incurred on the POA’s behalf.

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  h. Closings. Upon request or notification by a closing agent or attorney of a pending sale or refinance, the Management Company shall review the property account status and prepare a certificate stating the total amount of fees, including, without limitation, any maintenance fees, special assessments, late fees or transfer fees, due to the POA at closing of the conveyance or loan transaction. After closing, the Management Company will collect and deposit funds received from the closing agent and update the POA’s files with respect to the information for the new Owner. Additionally, the Management Company shall provide to new Owners an information package, which shall include, without limitation, a copy of the CC&Rs and the Design Guidelines, Rules and Regulations for the Development (as such documents are attached to the CC&Rs and may be amended from time to time). The Management Company shall charge a fee for these services to the Owner at time of closing. 

  i. Liens for Assessments. The Management Company shall cause to be prepared and recorded liens on behalf of the POA against real property located within the Development, and, if appropriate in the Management Company’s determination, pursue any necessary collection of foreclosure actions. The POA shall pay the Management Company a processing and recording fee for each lien filed. 

  j. Pay Bills and Costs. The Management Company shall check for accuracy all bills or invoices received by the POA for services, work and supplies in connection with maintaining and operating the POA and provide the day-to-day bookkeeping services and procedures necessary to pay the proper bills and costs of the POA, the payroll of its employees and any other debts incurred by the POA. This service shall include, without limitation, keeping all accounts payable records for the POA and performing all services in connection with the payment of bills, payroll and other such items as may be provided for in the Annual Budget. 

  k. Maintain Books and Records. The Management Company shall ensure that the POA’s financial records, books, accounts and other official records are maintained as provided by the CC&Rs and the POA Organizational Documents, and that certificates of account are issued to members of the POA, their mortgagees and lienors upon request without liability for errors unless made as a result of gross negligence or willful misconduct. Such records shall be kept by the Management Company and shall be available for inspection by POA members or their authorized representatives at reasonable times. Upon reasonable notice, the Management Company shall produce copies of any such records at the PO A’s expense for members of the POA. All books and financial records of the POA shall be made available by the Management Company to an agency of the state for inspection upon request by that agency, at the POA’s expense. Storage of records shall be at the POA’s expense. 

  7. Power and Duties. To meet its obligations set forth in Section 6, the Management Company, to the exclusion of all persons, including the POA and its members, shall have all the powers and duties of the POA as set forth in the CC&Rs and the POA Organizational Documents (except such powers and duties as are specifically required to be exercised by the POA’s directors or members under applicable law), including, without limitation, the authority to perform the following: 

  a. Operation and Management. The operation and management of the POA and the POA Property, including any buildings or improvements thereon; (ii) provide asset monitoring, community access control, and other related services for the reporting of any losses or damages to the extent applicable to any POA Property; and (iii) any other management or operational matters as set forth in the CC&Rs and/or the POA Organizational Documents.   b. Maintenance and Repair. The maintenance and repair of the POA Property or other property located within the Development, as provided in the CC&Rs and/or the POA Organizational Documents and as directed by the POA.

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  c. Employees. The Management Company is hereby authorized to hire, pay and supervise the employees to perform the duties and responsibilities of the Management Company. All expenses incident to employment of such employees, including direct monetary compensation, all benefits provided to employees by the Management Company and incidental expenses are to be reimbursed by the POA to the Management Company. 

The POA acknowledges that with respect to employees who are needed only on a part-time basis in connection with the management, operation and maintenance of the POA and the POA Property, such employees may also be used by the Management Company, or a corporation or person controlled by, under common control or affiliated with the Management Company, at other projects managed by the Management Company, 

  d. Procurement of Separate Providers of Services. The parties expressly agree that the Management Company may provide itself or procure necessary services for the POA from third parties and affiliates, including, without limitation, the developer of the Development. Nothing contained herein shall require the Management Company to obtain the lowest price available as to any service, material or purchase, or in instances where bids are obtained, to accept the lowest bid. The Management Company shall have the authority to enter into and terminate any service agreements contemplated pursuant to this Section 7(d), in either the POA’s or the Management Company’s name, as determined by the Management Company in its sole discretion. Furthermore, the POA hereby agrees to execute on its own behalf such service agreements as are deemed necessary by the Management Company from time to time to effectuate the obligations set forth in this Agreement. Any agreements entered into by the Management Company pursuant to this Section 7( d) shall be a Common Expense of the POA. 

  e. Coordination of Owner Meetings. 

  (1) The Management Company shall ensure that a representative of the Management Company attends all official meetings of the POA and its members and that notices of all such meetings are delivered via U.S. mail or personal delivery to all POA members at the last address shown in the POA’s official records and in accordance with the POA’s Bylaws. 

  (2) The Management Company shall be responsible for providing assistance to the Board in preparing an agenda for all such meetings and in preparing any reports, charts or other materials for presentation at such meetings that are requested by the Board. The Management Company shall also be responsible for preparing a draft of the minutes of all such meetings for review and approval by the POA’s secretary. 

  f. Coordination of Board Meetings.

  (1) The Management Company shall ensure that a representative of the Management Company attends all meetings of the Board and that notices of all such meetings are delivered via U.S. mail or personal delivery to all members of the Board. If meetings of the Board are held more frequently than monthly, the POA shall compensate the Management Company for additional costs, including, without limitation, additional management fees and expenses incurred by the Management Company.   (2) The Management Company shall be responsible for providing assistance to the Board in preparing an agenda for all such meetings and any reports, charts or other material for presentation at such meetings that are requested by the Board. The Management Company

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shall also be responsible for preparing a draft of the minutes of all such meetings for review and approval by the POA’s secretary. 

  g. Rules and Regulations. The Management Company shall be responsible for the proposal of all rules and regulations as it deems advisable for the use and occupancy of the POA Property, all subject to the approval of the Board at a meeting of the Board in accordance with the CC&Rs, the POA Organizational Documents and applicable state law. The Management Company shall be responsible for determining, in its sole discretion, all activities and programs to be carried on as to same and shall employ the personnel or contract for the service required therefore as it determines in its sole discretion at the POA expense. 

  h. Fiduciary Duty. The Management Company (or an affiliate thereof in accordance with Section 28) shall act in a fiduciary capacity with respect to the proper protection of and the accounting for the POA’s assets. 

  i. Authority to Purchase Materials and Supplies. The Management Company shall have the authority to purchase equipment, tools, vehicles, appliances, goods, supplies and materials as shall be reasonably necessary to perform its duties and responsibilities pursuant to this Agreement. Purchases shall be in the name of the POA and shall be a Common Expense of the POA. The Management Company may purchase such materials from an affiliate on competitive terms and conditions. Notwithstanding anything contained herein to the contrary, all personal property of the Management Company, including property acquired by the Management Company with its own funds, during the term of this Agreement, shall remain the property of the Management Company regardless of the use of such property in carrying out the Management Company’s duties and obligations under this Agreement. 

  j. Common Expenses. The Management Fee and all other fees, overhead and expenses of the Management Company arising from or related to the Management Company’s performance under this Agreement shall be Common Expenses of the POA. 

  k. Deficits. Notwithstanding any provision contained in this Agreement, the CC&Rs or the POA Organizational Documents to the contrary, the Management Company shall not be liable for or required to pay any costs or expenses for the benefit of the POA or its members from its own funds, and shall be required only to perform its services and make disbursements to the extent that, and as long as, the payments of assessments received from the POA or its members are sufficient to pay said costs and expenses in full. 

  8. Fees and Costs.  a. Management Fee. The Management Company shall provide the services required of it under this Agreement, for which services the POA shall pay to the Management Company a monthly management fee of $20.00 per Association member (the “Management Fee”); provided, however, that the Management Fee shall not be less than $16,020 per month, or $192,240 per year for the first calendar year of the Term. Effective on each anniversary date throughout the Term, the Management Fee (including, without limitation, the minimum Management Fee payable hereunder) shall be increased by a percentage equal to any percentage increase in the National Consumer Price Index published by the United States Bureau of Labor Statistics (all items) (“CPI”) for such year over the level of the CPI in the prior calendar year. Payment of the annual Management Fee shall be in addition to any other reimbursable expenses paid to the Management Company by the POA pursuant to the terms of this Agreement including, without limitation, expenses reimbursed pursuant to Section 8(b). The Management Fee and any applicable reimbursable fees and expenses will be paid monthly to the

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Management Company. Notwithstanding the provisions of the foregoing, the parties understand and agree that the provisions of this Section which, subject to its terms, fix the fees under this Agreement for a specified time, are made in recognition of the fact that all of the active functions of the POA have been delegated to the Management Company under this Agreement. However, if the POA undertakes any action or incurs any expense in addition to those actions or expenses incurred by the Management Company, or as set forth in the Annual Budget, the same shall be paid by the POA. 

  b. Separate Cost Items. In addition to the fees described in Section 6, the POA will pay or reimburse the Management Company separately for the following services or costs as further referenced in Schedule “A” (subject to the annual increases set forth thereon), attached to and made a part of this Agreement: 

  (1) All expenses related to the employment of personnel by the Management Company pursuant to this Agreement, including salary, benefits, vacation, holiday and sick leave pay, will be paid by the Management Company and reimbursed by the POA. A percentage shall be added to the base pay of all on-site employees to reimburse the Management Company for payroll taxes, worker’s compensation, unemployment compensation and any other employer taxes or fees. 

  (2) Postage, printing and duplication costs for individual assessment statements, delinquent notices, distribution of membership rosters, minutes, POA documents, newsletters and any other reports, forms, letters and correspondence, having to do with POA business. 

  (3) Telephone and facsimile costs incurred in performing POA business. 

  (4) All costs expended by the Management Company for materials, supplies and services other than the Management Company’s overhead expense of office operation. 

  (5) All applicable sales tax, if any. 

  (6) The POA will pay the Management Company a fee for accepting and processing applications for the approval of resale and lease transactions. 

  (7) The POA will pay the Management Company a fee for any lien action taken by the Management Company in furtherance of the performance of its obligations hereunder. 

  c. Non-Contracted Services. Unless a separate agreement is entered into between the POA and the Management Company, any additional services provided by the Management Company to the POA, which are not a part of Section 6, shall be billed separately to the POA in accordance with the rates set forth on Schedule “A” (subject to the annual increases set forth thereon), at an hourly rate, as determined by the Management Company, plus applicable expenses. The Management Company shall notify the POA in advance that requested services of the Management Company will be non-contractual services that will be billed to the POA. 

  9. Responsibilities of the POA. In order for the Management Company to effectively perform its duties, the POA agrees to:   a. Maintain a fully constituted Board; 

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  b. Neither interfere, nor permit or cause any of the officers, directors, or POA members to interfere with the Management Company in the performance of its duties or the legitimate exercise of any of its powers hereunder; 

  c. Designate a single individual who shall be authorized to direct the Management Company on any matter relating to the Management Company’s duties under this Agreement. The Management Company is directed not to accept directions or instructions with regard to the management of the POA from anyone else, without a vote of the Board. In the absence of any other designation by the Board, the president of the POA shall have this authority; and 

  d. Aid, assist and cooperate with the Management Company, as requested, in the performance of its duties under this Agreement. 

  10. Non-Compete. The POA may not hire, or contract for management services, any current, future and/or former employee of the Management Company during the term of this Agreement and for a period of two (2) years after termination of this Agreement, unless agreed upon in writing by the Management Company. The POA and the Management Company hereby stipulate that, as between them, this provision is important and material, and if breached by the POA, will gravely impact upon the business of the Management Company and shall entitle the Management Company to all remedies available to it in equity and/or at law. This provision shall survive termination of this Agreement for a period of two (2) years. 

  11. Indemnification of the Management Company. To the extent the Management Company is not fully recompensed by insurance, the POA, its members and employees will, and do hereby indemnify, defend, save and hold the Management Company (and its officers, directors, shareholders, agents, employees, and affiliates) free and harmless from and against any and all liability for any loss, damages, liabilities, claims, costs, and expenses, including, without limitation, reasonable attorneys’ and costs at all trial and appellate levels and other professionals’ fees and expenses and whether suit be brought or not (collectively, “Claims”), arising out of or in any way related to (i) the Management Company’s duties under this Agreement; or (ii) any other matter related to, or in connection with the POA from any cause whatsoever, unless, in each case, such Claims shall be solely attributable or caused by the gross negligence, willful misconduct or fraud committed by the Management Company, its officers and directors or the senior management of the Management Company for the POA. For purposes of this Section and Section 12, the acts or omissions (including grossly negligent, willful or fraudulent acts or omissions) of the Management Company’s employees or agents, other than officers, directors or the senior management of the Management Company, shall not be imputed to the Management Company’s officers, directors or senior management, or be deemed to be Management Company’s gross negligence, willful misconduct or fraud, unless such acts or omissions result directly from the gross negligence or willful misconduct of the Management Company’s officers, directors or senior management in supervising such employees or agents. The POA shall have no liability hereunder to the extent that the Management Company is reimbursed for its loss from the proceeds of insurance, and, with respect to such coverage, the Management Company agrees that it will, in good faith, pursue its available insurance recoveries prior to making demand on the POA for indemnity. The Management Company shall be designated as an additional insured in the comprehensive public liability policy obtained by or for the benefit of the POA, and any additional premium therefore shall be the responsibility of the POA.   12. Indemnification of the POA. To the extent the POA is not fully recompensed by insurance, the Management Company agrees it will indemnify, defend, save and hold the POA harmless from and against any and all Claims arising out of or in any way related to (i) the Management Company’s operations or business other than in connection with the administration or performance of its duties under this Agreement; or (ii) the gross negligence, willful misconduct or fraud committed by the

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Management Company, its officers or directors. The Management Company shall have no liability hereunder to the extent the POA is reimbursed for its loss from the proceeds of insurance, and, with respect to such coverage, the POA agrees that it will, in good faith, pursue its available insurance recoveries prior to making demand on the Management Company for indemnity. 

  13. Entire Agreement. This Agreement, including the Schedule and Exhibit attached hereto, constitutes the entire agreement between the parties hereto, and neither party has been induced by the other by representations, promises or understandings not expressed herein, and there are no collateral agreements, stipulations, promises or understandings whatsoever, in any way touching the subject matter of this instrument, or the instruments referred to herein that are not expressly contained herein or in the CC&Rs. 

  14. Independent Contractor. The parties hereby agree and acknowledge that the Management Company is an independent contractor of the POA. The POA hereby releases any right of control over the method, manner or means by which the Management Company performs its duties and responsibilities under this Agreement except as specifically reserved herein. 

  15. Modification. No modification, release, discharge or waiver of any provision hereof shall be of any force, effect or value unless in writing and signed by the parties to this Agreement. 

  16. Assignment; Successors and Assigns. The Management Company may assign this Agreement, without the consent of the POA, to (a) an affiliate; or (b) to any assignee who also acquires all, or substantially all, of the assets of the Management Company, including the right to use the Materials and agrees in writing to personally assume, perform and be bound by all the terms, covenants, and conditions in this Agreement. The Management Company’s liability hereunder shall terminate upon such assignment except for those that have accrued before the effective date of the assignment. An assignment by operation of law or otherwise in connection with a merger, consolidation, sale of stock or similar transaction related to or involving the Management Company shall not be deemed to be an assignment for purposes of this Agreement. Except as otherwise provided in this Section, the Management Company may not assign its rights and duties under this Agreement without the prior written consent of the POA, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, nothing herein shall restrict the right of the Management Company to subcontract for or otherwise procure the services of third parties pursuant to Section 7(d). Upon such assignment and assumption, the party named as the Management Company herein shall be released from any and all obligations hereunder except those that have accrued before the effective date of the assignment. Thirty (30) days’ advance notice of the assignment shall be delivered to the POA. The agreements, terms, covenants and conditions in this Agreement shall bind and inure to the benefit of the Management Company and the POA and, to the extent permitted herein, their respective successors, assigns and legal representatives.   17. Notices. Except as may be otherwise provided in this Agreement, any notice, demand, request, consent, approval or communication under this Agreement shall be in writing and shall be deemed duly given or made: (i) three days after being deposited, postage prepaid, in the U.S. mail, certified or registered mail with a return receipt requested, addressed to the party at the address shown below; (ii) when delivered personally to the party at the address specified below; (iii) when delivered by a national overnight courier service, fee prepaid, with receipt of confirmation requested, addressed to the party as specified below; or (iv) when delivered by facsimile transmission with confirmed receipt of transmission. A party may designate a different address for receiving notices under this Agreement by notice to the other parties.

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If to the Management GINN Property Management, LLC

Company: 215 Celebration Place, Suite 200,

   Celebration, Florida 34747

Attention: President

Facsimile No.: (407) 662-1410

Telephone No.: ( 407) 396-3186

With a copy to:   Baker & Hostetler LLP

200 South Orange A venue

Orlando, FL 32802

Attention: William C. Guthrie, Esq.

Facsimile No.: (407) 841-0168

Telephone No.: (407) 649-4000

If to the POA:   Bella Collina Property Owners’ Association, Inc.

215 Celebration Place, Suite 200, 

Celebration, Florida 34747 

Attention: President 

Facsimile No.: (407) 662-1405 

Telephone No.: (407) 396-3053 

  18. Amendments of Documents. The POA shall not propose, adopt or implement any amendments to the CC&Rs that impair or prejudice the rights of the Management Company without the prior written consent of the Management Company. 

  19. Default by the POA. If the POA or its members shall interfere with the Management Company in the performance of its duties or exercise of its powers hereunder, or if the POA shall fail to promptly do any of the things required of it hereunder, and such failure or interference continues for fifteen ( 15) days after the Management Company has given written notice of such failure or interference to any officer or director of the POA (a “Default Notice”), the Management Company may thereupon declare this Agreement in default. Upon such default, the Management Company may, in addition to any other remedy given it by agreement or in law or equity, (i) bring an action against the POA for damages or injunctive relief, and (ii) the POA shall be liable for the Management Company’s reasonable attorneys’ and other professionals’ fees and costs incurred thereby. All rights of the Management Company, upon default, shall be cumulative and the exercise of one or more remedies shall not be deemed to exclude or constitute a waiver of any other additional remedy. Notwithstanding the foregoing, failure of the POA to cure a default within sixty (60) days after delivery of a Default Notice shall be grounds for the Management Company to terminate this Agreement as an additional remedy.   20. Default by the Management Company. In the event that the Management Company fails to substantially perform its duties and obligations under this Agreement, which failure remains uncured for a period of sixty (60) days after written notice thereof by the POA to the Management Company, the POA may, as a condition to the exercise of any other rights set forth herein, require that the Management Company and the POA attempt in good faith to resolve any disputes or claims arising out of or relating to this Agreement promptly through non-binding mediation with a single mediator mutually agreeable to the parties prior to filing suit on such dispute or claim. Mediation shall occur within sixty (60) days of notice of the POA’s intent to commence mediation. The costs of such mediation will be borne in equal shares by all parties to the mediation. In the event that the parties cannot agree on a resolution of such dispute or claim following such mediation, the POA may terminate this Agreement as its sole remedy; provided, however, that the POA shall not terminate this Agreement

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without an affirmative vote of at least a majority of the Owners voting in favor of such termination at a duly called meeting of the Members of the POA. In no event shall the Management Company be liable to the POA or the POA’s members for damages, except as heretofore provided. Upon such termination, the POA shall pay to the Management Company all Management Fees and reimbursable costs and expenses due and owing to the Management Company through such date as well as any other sums advanced or made on the POA’s behalf by the Management Company. 

  21. Governing Law; Waiver of Jury Trial; Venue of Actions. This Agreement shall be governed by, and shall be construed in accordance with, the laws of the State in which the POA is incorporated. The parties hereby waive any right they may have under any applicable law to a trial by jury with respect to any suit or legal action which may be commenced by or against the other concerning the interpretation, construction, validity, enforcement or performance of this Agreement or any other agreement or instrument executed in connection with this Agreement. In the event any such suit or legal action is commenced by either party, the other party hereby agrees, consents and submits to the personal jurisdiction of the state and federal courts of the County (the “Courts”), with respect to such suit or legal action, and each party also hereby consents and submits to and agrees that venue in any such suit or legal action is proper in said Courts, and each party hereby waives any and all personal rights under applicable law or in equity to object to the jurisdiction and venue in said Courts. Such jurisdiction and venue shall be exclusive of any other jurisdiction and venue. 

  22. Attorney’s Fees. In the event any party initiates action to enforce its rights hereunder, the prevailing party shall recover from the non-prevailing party or parties its reasonable expenses, court costs and reasonable attorneys’ and paralegal fees, whether suit be brought or not. As used herein, expenses, court costs and attorneys’ and paralegal fees include expenses, court costs and attorneys’ fees incurred in any appellate proceeding. All such expenses shall bear interest at the highest rate allowable under the laws of the State from the date the prevailing party pays such expenses until the date the non-prevailing party repays such expenses. Expenses incurred in enforcing this Section shall be covered by this Section. 

  23. Excusable Delays. In the event that Management Company shall be delayed, hindered in or prevented from the performance of any act required hereunder (excluding any failure to pay any payments, costs or expenses hereunder) by reason of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war, Acts of God or any other reason beyond Management Company’s control, then performance of such act shall be excused for the period of the delay, and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. 

  24. Waiver. No release, discharge or waiver of any provision of this Agreement shall be enforceable against or binding upon Management Company or the POA unless in writing and executed by Management Company or the POA, as the case may be. The failure of Management Company or the POA to insist upon a strict performance of any of the agreements, terms, covenants and conditions of this Agreement shall not be deemed a waiver of any rights or remedies that Management Company or the POA may have or a waiver of any subsequent breach of such agreements, terms, covenants and conditions. 

  25. Partial Invalidation. The invalidity in whole or in part of any covenant, promise or undertaking, or any section, subsection, sentence, clause, phrase or words, or of any provision of this Agreement shall not affect the validity of the remaining portions hereof.   26. Captions. The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of, or affect, this Agreement.

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  27. Transition. Upon termination of this Agreement, the Management Company and the POA will cooperate with each other to effect an orderly transition of management functions from the Management Company to the POA, or to any managing agent designated by the POA (such successor, whether the POA itself or a designated managing agent hereinafter referred to as a “Successor Manager”). The POA agrees that it shall indemnify, defend and hold the Management Company completely free and harmless of and from any and all Claims that result or could result from the termination of individuals as employees of the Management Company as a result of the termination of this Agreement (notwithstanding the continuation of their employment as employees of the Successor Manager), including, without limitation, accrued payroll, accrued benefits such as vacation pay and sick days and other employment liabilities (including severance obligations) up to the date of such termination, and any other liabilities applicable to severance or termination of employment. To the extent that the Management Company has leased any equipment for use in connection with the POA Property and the Management Company does not assign or the POA does not assume such leases upon termination of this Agreement, all such equipment shall be removed from the POA Property by the Management Company at any time on or after the effective date of termination of this Agreement, but in no event later than fourteen ( 14) days thereafter. 

  28. Provision of Services, Materials and Supplies by an Affiliate. The Management Company shall deal at arm’s length with all third parties and shall serve the POA’s interests at all times; provided, however, that Management Company may procure necessary services, materials and supplies from an affiliate on terms and conditions no less favorable to the POA than those that would be generally demanded by unaffiliated persons or entities for comparable services, if applicable, or for the sale or lease of comparable goods. This Agreement shall not be construed as prohibiting Management Company, or any firm or corporation or any related person or entity controlled by Management Company, from conducting or possessing an interest in any other business or activity, including, without limitation, the ownership, financing, leasing, operation, development, management and brokerage of real property. 

  29. Gender and Number. Whenever the context hereof so permits, the use of plural will include the singular, the singular the plural, and the use of any gender will be deemed to include all genders. 

  30. Limitation on Recourse. The tradenames and brandnames, “The Ginn Company” and “Ginn Clubs & Resorts” are owned solely and exclusively by Ginn Development Company, LLC and such names may be used only by parties licensed to use such names. Ginn Development Company, LLC, operating in its own name or as either “The Ginn Company” or “Ginn Clubs & Resorts”, through its subsidiaries and other affiliates, acts as the representative of separate limited liability limited partnerships and limited liability companies (“Project Partnerships”) that acquire real property to be developed as residential communities (each a “Ginn Community”). Each Ginn Community is separately owned by an independent Project Partnership, and each such Project Partnership is solely and exclusively responsible for the obligations and liabilities incurred in connection with the acquisition, development, financing, marketing, managing and operating of the specific Ginn Community owned by such Project Partnership. Ginn Development Company, LLC (d/b/a The Ginn Company or Ginn Clubs & Resorts) does not own or control any interest in any Project Partnership, and each of its subsidiaries and affiliates are separately organized, capitalized, managed and operated (“GDC Companies”). The developer of the Development is an affiliate of other Project Partnerships, and of the GDC Companies.   The POA hereby agrees that the POA is entering into this Agreement solely and exclusively with the Management Company and not with any of the Project Partnerships or the GDC Companies, and that POA’ s recourse for any claim, obligation or liability of the Management Company shall be limited strictly to the Management Company and the assets of the Management Company. In consideration of the Management Company entering into this Agreement with the POA, the POA hereby

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waives and releases any and all claims that the POA may now or ever have against any other Project Partnerships, or any of the GDC Companies, including their respective partners, members, directors and officers, as the case may be. 

  31. No Joint Venture. Nothing herein contained in this Agreement shall be deemed or intended to create a partnership, joint venture, joint enterprise or other association between the parties to carry on a business or venture as co-owners or to make the parties co-principals with respect to the subject matter hereof, and any inferences to the contrary shall be expressly negated. It is the intention of the parties to maintain separate and distinct interests and separate and distinct identities as provided in this Agreement. 

  32. Counterparts/Facsimile. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. This Agreement may be delivered by facsimile. 

IN WITNESS WHEREOF, the parties have executed this Agreement, effective as of the Effective 

Date.

POA 
BELLA COLLINA PROPERTY OWNERS' ASSOCIATION, INC

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SCHEDULE “A” 

In accordance with Sections 8(b) and 8(c), the current reimbursement amounts for certain services or costs are shown below. Effective January l, 2006, and each anniversary thereof, the respective fees and costs for the services described below shall be increased by a percentage equal to any percentage increase in the CPI for the applicable year over the level of the CPI in the prior calendar year. 

Photo Copies $0.15 Per Copy 

Facsimile $0.25 Per Page

Legal File Folders $0.09 Per Folder

Hanging File Folders $0.32 Per Folder

Cardboard Storage Box $2.50 Per Box

Postage: Regular $0.02 Over UPS Rate

Certified       $ l.00 Over UPS Rate

Labels $0.26 Per Sheet

Window Envelopes $0.12 Per Envelope

Standard Envelopes $0.04 Per Envelope

9 x 12 Envelopes $0.06 Per Envelope

10 x 13 Envelopes $0.13 Per Envelope

Long Distance Phone Charges Per Phone Company Rate

Records Storage Per Storage Company Rate

Newsletter Production $25.00 Per Hour

Additional Board Meetings $60.00 Per Hour

Lien Fee $100.00 Per Lien Filed

Architectural Review Admin. $200.00 Per Submittal 

NSF fees and Other Bank Fees Per Bank Fee Charged

Transfer Screening or Processing Fee $50.00 Per Transaction

Construction/Contractor Supervision 10% of Contract Price

Certificate of Outstanding Assessments and Fees and New Owner Package $150.00 per Certificate

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Bella Collina Service Frequency Comparison

Page 274

Austin Outdoor 
Landscape Professionals

Client Name/ Billing Address: Property: 

Ginn Property Management, LLC 

215 Celebration Place, Suite 200 Bella Collina Phase I

Celebration, FL 34747 

Property Manager: Contractor: 

Ginn Property Management, LLC Austin Outdoor, LLC 

David Burman, Regional Director of Property Services 460 l North State Street

Tel: (407) 396-3153 P.O. Box 849

Fax: (407) 361-5782 Bunnell, FL 32110

Email: dburman@ginncompany.com 

District Office Contact: 

Brian Wester, District Manager 

Effective Date: August 1, 2007 Tel: (407) 396-0529

Expiration Date: July 31, 2012 Fax: (407) 396-2023

Term: 60months Email: bwester@austinoutdoor.net 

________________________________________________________________________________________________________________

AGREEMENT:

The Client agrees to engage the Contractor and the Contractor agrees to provide its services as hereinafter provided. 

Scope of Services:

 Austin Outdoor, LLC (Contractor) shall provide the services and work described in Exhibit “A” that is attached hereto and made part of this agreement. 

Commencement of Services/Term: 

Unless otherwise provided in Exhibit “A”, the services and work to be provided by the Contractor shall commence upon August 1, 2007 and continue for a term of 60 months through July 31, 2012. This agreement will renew automatically at the end of the initial 60 month term for an additional 12 month term and will continue to renew at the end of each successive 12 month term unless cancelled by either party in accordance with the termination provisions set forth in the Terms & Conditions on the reverse, or by either party with written notice of no less than 60 days prior to the end of the initial 60 month term or any automatic renewal term(s). 

Compensation: 

The Client shall pay the Contractor $36,809.00 per month for its services and work as defined in this Agreement. Charges for the first month’s service are due at signing. Following each 12 month period of services within the initial Agreement term, effective with the billing of months 13, 25, 37, and 49 charges will be increased by three percent (3%) over the previous year’s billing rate. Charges will also increase by three percent (3%) over the previous year’s billing rate at the commencement of each additional 12 month term beyond the initial Agreement term. After the initial 60 month term, the Contractor reserves the right to increase the stated service charges at anytime with written notice to Client at least 45 days prior to the effective date of increase. After notice of a non-annual rate increase, Client may cancel services for the remaining service year, only if Client provides written notice of cancellation to Contractor within 30 days of Contractor’s notice of rate increase. In such event, service shall terminate on the day preceding the rate increase. 

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TERMS AND CONDITIONS 

______________________________________________________________________________________________________________________

Entire Agreement: 

This agreement contains all of the agreements, representations and understandings of the parties hereto and supersedes any previous understandings, commitments, proposals, or agreements, whether oral or written, and may only be modified or amended as herein provided; and the parties further agree that the terms and conditions of any order or other instrument issued by either party hereto in connection with this agreement which are additive or inconsistent with the provisions of this agreement, except a duly executed amendment hereto, shall not amend this agreement. 

Amendments: 

Any changes in this agreement shall be mutually agreed upon by the Client and the Contractor and shall be set forth by written amendment to this agreement. 

Assignment: 

The Contractor shall not assign or transfer any right, interest, obligation, claim or relief under this agreement without the prior written consent of the Client. The Client and its successors and assigns may assign this agreement or transfer any rights, interests, obligation, claim or relief under this agreement without the consent of the Contractor. Any assignment or transfer made in violation of the requirements is paragraph shall be void and unenforceable. 

Relationship of Parties:

The legal relationship of the Contractor to the Client with respect to the services shall be that of an independent contractor and not that of an agent or employee. Termination for Cause: If a party to this agreement fails to fully perform in a timely and proper manner its obligations under this agreement, or if a party violates any of the covenants, agreements or stipulations of this agreement, the other party shall thereupon have the right upon no less than 30 days’ prior written notice to terminate this agreement for cause effective as of the date set forth in such written notice, if such faults have not been cured within such 30 day period. In the event of termination for cause, the client shall pay the Contractor in accordance with this agreement all undisputed amounts for services satisfactorily performed prior to the effective date of termination. In the event of Client termination of this agreement for cause, the client may withhold any payments otherwise due to the Contractor until such time as the exact amounts of damages due to the Client as a consequence of the Contractor’s breach of this agreement are determined. 

Payment Terms: 

Billing for services occur in advance at the first of each month. Payment for service(s) is due upon receipt of monthly invoices. In the event that payment is not timely and Contractor must commence collection efforts, Contractor reserves the right to suspend services until past due amounts are paid in full. If formal collection measures become necessary, the Client agrees to pay all of Contractors’ related costs, including hut not limited to reasonable attorney’s fees and court costs, whether or not a suit is filed. The Client agrees that if sales tax is, or becomes applicable to the services or any portion(s) thereof, that they will pay these taxes in addition to the fees quoted on the Landscape Management Agreement. All payments should be mailed to: 

Austin Outdoor, LLC 

P.O. Box 849 

Bunnell, Florida 32110 

C/O Accounts Receivable 

Choice of Law: 

This agreement shall be governed by the laws of the State of Florida. Venue for any action brought under this agreement will be in Flagler County, Florida. 

Insurance: 

Contractor shall secure and maintain, throughout the performance services under this agreement, General liability, Employers Liability, Auto Liability & Umbrella Liability coverage, or specified below. 

a. Worker’s Compensation Insurance with statutory limits; 

b. Employer’s Liability Insurance with limits of not less than $1,000,000; 

c. Commercial General Liability lnsurance with combined single limits of not less than $1,000,000 per occurrence/$2,000,000 annual aggregate; 

d. Comprehensive Automobile Liability Insurance, including owned, non-owned and hired vehicles, with combined single limits of not less than $1,000,000. 

e. Umbrella Coverage $1,000,000 per occurrence/$1,000,000 annual aggregate Insurance shall he placed with insurance companies rated, at a minimum, “A” by Best Key Rating Guide. The maintenance in full force and effect of the insurance coverage and limits of liability required by these specifications shall be a condition precedent to the Contractor’s exercise or enforcement of any rights under these specifications. The Contractor shall not commence the services until all the insurance required by these specifications shall have been obtained by the Contractor. If required by Client, Contractor shall furnish to the Client Certificates of Insurance verifying that such insurance has been obtained. Such Certificates of Insurance shall incorporate a commitment to provide written notice to the client at least thirty (30) days prior to any cancellation, non-renewal or material modification of the policies. If the Client or Indemnities are damaged by failure of the Contractor to purchase and maintain the required insurance coverage and limits of liability, the Contractor shall bear all reasonable costs, expenses and damages incurred by the Client or Indemnities arising out of such failure to purchase and maintain the required insurance coverage and/or limits of liability. When requested by the Client, the original insurance policies required of the Contractor by these specifications will be made available for review. 

Withholdings: 

Contractor and the Client agree that Austin Outdoor, LLC is an independent contractor, as such, shall assume liability for its own withholding taxes, social security taxes, unemployment taxes, licenses, and insurance pertaining to its employees or operations. As applicable, Austin Outdoor, LLC agrees to pay all sales taxes on materials supplied. The Client agrees that if sales taxes become applicable to the services or any portion(s) thereof, they will pay these taxes in addition to the fees quoted in the Service Agreement. 

License:

The Contractor is required to maintain all applicable licenses and permits within the cities, counties, and states of operation.

Confidentiality:

The Contractor shall not, without the Client’s prior written consent, release or disclose any information relating to the services to any person or entity except as is necessary to perform the services or as otherwise required by law.

Risk or Loss: 

Contractor shall not be responsible for delays or losses caused or attributable, in whole or in part, to circumstances beyond its reasonable control, including hut not limited to, acts of God, governmental restrictions or requirements, severe or unusual weather, natural catastrophes, vandalism or acts of third persons. Client assumes the full risk of loss attributable to all such occurrences, including hut not limited to, the repair or replacement of landscaping and payment to Contractor of all amounts provided in this Agreement, notwithstanding that Contractor may not have been able to provide all or any of its services during such occurrences or until the premises described under this agreement has been restored to its pre-occurrence condition.  

Records: 

The Contractor shall maintain complete and accurate records with respect to charges for services. All such records shall be maintained on a generally accepted accounting basis and shall be clearly identified and available to the Client for inspection, examination and/or audit. Upon reasonable notice to the Contractor, the Contractor shall provide free access to the representatives of the Client of their appointees to such hooks and records. The Client shall have the right to inspect, examine and/or audit such hooks and records and to make copies and transcripts thereof as necessary for a period of two (2) years from the date of final payment under this agreement 

Indemnification: 

Contractor agrees to indemnify, defend, and hold harmless the Owner/Client together with their respective subsidiaries, affiliates, successors, assigns, officers, directors, shareholders, members, general partners, limited partners, employees, agents and representatives (herein collectively and individually referred to as the “lndemnitees”) from and against any and all claims, losses, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorney’s fees and costs and expenses of litigation) and damages and injuries (including, without limitation, injuries to persons, loss of life, damage to tangible or intangible property or rights, or economic loss, wherever occurring) arising out of or caused by any active or passive negligent act error, or omission or other wrongdoing or misconduct of the Contractor, Contractor’s subcontractors or their respective agents, employees or representatives in the performance of Contractor’s obligations hereunder or otherwise while present on the property. In claims against the lndemnitees or any employee of the Contractor of the Contractor’s subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation of the Contractor under this specification shall not be limited in any way by any limitation in the amount of damages, compensation or benefits payable by or for the Contractor or the Contractor’s subcontractors under worker’s compensation acts, disability acts or other employee benefit acts. The Contractor’s obligations with respect to indemnification hereunder shall remain effective notwithstanding completion of the services or the termination of an applicable contract. Contractor’s duty to defend is separate and distinct from the duty to indemnify and shall immediately arise when a claim is asserted in connection with the performance of Contractor, or those for whom Contractor is liable, in connection with the services under these specifications, and regardless of whether others may owe client a duty of defense and/or indemnity. The indemnity rights and obligations identified in these specifications shall be, and are the only indemnity rights and obligations between the parties, in law or equity, arising out of or related to Contractor’s services under these specifications or any claims asserted in relation thereto

THE TERMS AND CONDITIONS ABOVE AND THE EXHIBITS ATTACHED HERETO CONSTITUTE

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AUSTIN OUTDOOR
Landscape Professionals

EXHIBIT A 

PERFORMANCE SPECIFICATIONS 

This exhibit sets forth the performance specifications and scope of services to be provided by Austin Outdoor for the Client under the above-referenced Landscape Management Agreement. Any work performed in addition to these specific services will be invoiced separately as described within this document under “Additional Services.”

 I.   LANDSCAPE MAINTENANCE PROGRAM 

A. Turfgrass Specifications 

1. Mowing 

a Frequency of mowing is determined by the type of turf being serviced and adjusted to coincide with seasonal growth rates to maintain a consistent, healthy appearance of the turf. Scheduled cuts missed due to inclement weather will be made up as soon as possible. 

-Zoysia Turf will be cut up to forty (40) times per year with a rotary type mower. 

-Bahia Turf will be cut up to twenty-eight (28) times per year with a rotary type mower. 

b. Mower blades will be kept sharp at all times to prevent tearing of grass blades. 

c.Turf growth regulators may be used to assist in maintaining a consistent and healthy appearance of the turf. 

d.Various mowing patterns will be employed to insure the even distribution of clippings and to prevent ruts in the turf caused by mowers. Grass clippings will be left on the lawn to restore nutrients, unless excess clippings create an unsightly appearance. 

e.Turf will be cut to a desirable height with no more than 1/3 of the leaf blade removed during each mowing to enhance health and vigor. 

-Zoysia Turf will be cut to a mowing height of 3 1/2 to 4 1/2 inches. 

-Bahia Turf will be cut to a mowing height of 3 1/2 to 4 1/2 inches. 

2. Edging & Trimming 

a.Austin Outdoor will neatly edge and trim around all plant beds, curbs, streets, trees, buildings, etc. to maintain shape and configuration. 

b. Edging equipment will be equipped with manufacturer’s guards to deflect hazardous debris. 

c. All walks will be blown after edging to maintain a clean, well-groomed appearance. 

d. All grass runners will be removed after edging to keep mulch areas free of weeds and encroaching grass. 

e. “Hard” edging and “Soft” edging shall be performed in conjunction with turf mowing at a frequency up to twelve (12) times per year. 

f. String trimming shall be performed as needed up to twenty-eight (28) times per year. 

g. Areas mutually agreed to be inaccessible to mowing machinery will be maintained with string trimmers or chemical means, as environmental conditions permit. 

3. Debris Removal 

a. Prior to mowing, each area will be patrolled for trash and other debris to reduce the risk of object propulsion and scattering, excluding areas concentrated with trash (e.g., dumpster zones, dock areas, and construction sites). b. Removal of all landscape debris generated on the property during landscape maintenance is the sole responsibility of Austin Outdoor, at no additional expense to the Client.

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4. Fertilizer 

a. Turf grass will be fertilized as appropriate in accordance with the type using a premium turf fertilizer containing minor elements. Various ratios of Nitrogen, Phosphorus, and Potassium (NPK) will be utilized for different growing seasons and environmental conditions. 

-Zoysia Turf will be fertilized six (6) times per year. 

-Bahia Turf will be fertilized three (3) times per year. 

b. All sidewalks, roads, curbs, and patios will be swept clean of granular fertilizer after application to minimize staining. 

5. Insect, Disease, and Weed Control 

a. Treatment of turf areas for damaging insect infestation or disease and weed control will be the responsibility of Austin Outdoor. 

b. All products will be applied as directed by the manufacturers’ instructions and in accordance with all state and federal regulations. 

c. Austin Outdoor must possess and maintain an active certified Pest Control License issued through the Florida Department of Agriculture and Consumer Services. Only trained applicators will apply agricultural chemicals. 

d. Access to a water source on the Client’s property must be provided for use in spray applications. 

B. Plant Material 

1. Shrubs 

a. All pruning and thinning will be performed eight (8) times per year to retain the intended shape and function of plant material using proper horticultural techniques. Shrubs will be trimmed with a slight inward slope rising from the bottom of the plant to retain proper fullness of foliage at all levels. 

b. Plant growth regulators may be used to provide consistent and healthy appearance for certain varieties of plant material and ground covers. 

c. Any plant material that is damaged or obstructing traffic (e.g., pedestrian, automobile) will be pruned as needed. 

d. Clippings are to be removed by Austin Outdoor following pruning. 

2. Tree Maintenance 

a. Small Trees (up to 10 ft. in height) will be trimmed and shaped, including removal of interior sucker branches and dead wood two (2) times per year. 

b. Medium & Large Trees (10 ft. and above) – will be cleared of sprouts from trunk one (1) time per year. “Lifting” of limbs up to 10 feet above the ground is included. Tree work at elevations above 10 feet from the ground is not included within this agreement. Work can be provided as a separate service. 

c. Austin Outdoor will maintain staking and guying of new trees; re-staking of trees due to extreme weather is provided as a separate, billable service. 

3. Edging and Trimming 

a. Groundcovers will be confined to plant bed areas by manual or chemical means as environmental conditions permit. 

b. “Weedeating” type edging will not be used around trees. 

4. Insect, Disease and Weed Control 

a. Plants will be treated chemically as needed to effectively control insect infestation and disease as environmental and horticultural conditions permit. In extraordinary cases where disease or pests resist standard chemical treatments (e.g., Asian Scale [cycad aulacaspis scale] infestations on Sago Palms), Austin Outdoor will offer suggestions regarding best course of action. 

b. Open ground in plant beds will be treated by manual or chemical means to control weed pressure as environmental, horticultural, and weather conditions permit.

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c. Austin Outdoor will maintain a log listing all applications and will have MSDS sheets available for each product used on the Client’s property. 

d. The Client must provide access to a suitable water source on their property for use by Austin Outdoor in spray applications. 

5. Fertilization 

a. Shrubs and ground cover will be fertilized three (3) times per year with a recommended analysis (e.g., 8- 10-10) containing a balanced minor nutrient package with a minimum 50% slow-release Nitrogen source product. Fertilization typically occurs in spring and fall, according to environmental conditions. 

b. Ornamental and Shade Trees will be fertilized utilizing a balanced tree fertilizer at recommended rates according to size; Small, Medium, Large Trees will be fertilized two (2) times per year. 

C. Irrigation 

1. Austin Outdoor will inspect the performance of the Client’s sprinkler system one ( 1) time per month. This will include inspection of sprinkler heads, timer mechanism, and each zone. In addition the system will be inspected visually for hot spots and line breaks with each additional visit to the property. 

2. Irrigation rotors and spray nozzles will be kept free of grass and other plant material to ensure proper performance. 

3. Minor nozzle adjustments and cleaning and timer adjustments will be performed with no additional charge. 

4. Austin Outdoor will promptly inform the client of any system malfunction or deficiencies. 

5. Repairs for items such as head replacement, broken lines, pumps or timers will be performed upon the client’s approval and billed accordingly. Any damage caused by Austin Outdoor personnel shall be repaired promptly at no cost to the Client. In the event that a problem arises to the system that could result in additional damage occurring or threat to safety, Austin Outdoor will immediately make the necessary repairs and then contact the Client. 

D. Annuals (Excluding Lotscape) 

1. Annual flowers will be changed four (4) times per year with selected “Standard” and “Deluxe” varieties best suited to the seasonal and environmental conditions at the ideal spacing for the plant varieties chosen.

-Standard – two (2) times per year (e.g., Pansies, Begonias, Coleus, Salvias, and Petunias) 

-Deluxe – two (2) times per year (e.g., Geraniums, Marigolds, Zinnias, and GerberaDaisies) 

2. Fungicides and insecticides will be applied as needed to maintain healthy planting beds. 

3. Annual flower beds will be serviced forty (40) times per year to remove flowers that are fading or dead (“deadheading”) to prolong blooming time and to improve the general appearance of the plant. 

4. All soils are to be rota-tilled to a depth of 4 inches after removing and prior to installing new flowers. Annual mix soil will be replenished one (1) time per year. 

5. “Flower Saver Plus®” (or comparable product), which contains beneficial soil micro-organisms and rich organic soil nutrients, will be incorporated in the annual flower planting soil at the time of each flower change. Supplemental top-dressing with a controlled-release fertilizer and/or soluble liquid fertilizer (such as Peters 20- 20-20) will be applied to enhance flowering and plant vigor. 

E. Mulching 

1. Mulch will be replenished to a depth of2 inches one (1) time per year.

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II. ADDITIONAL SERVICES 

A. Austin Outdoor will provide routine services (such as irrigation repair and plant material replacement), special services and/or landscape enhancements over and above the Contract Performance Specifications with written approval from an authorized management representative of the Client

B. Materials are additional, according to the standard Austin Outdoor material price schedule that is in effect at any given time. 

III. PERSONNEL 

A. Austin Outdoor will provide all labor, transportation and supervision necessary to perform the work described herein. 

B. Field personnel will be equipped with all necessary supplies, tools, parts and equipment and trained to perform work in a safe manner. 

C. Personnel will be licensed for all applicable maintenance functions, including any pesticide applications, as required by law. 

D. Austin Outdoor recognizes that its personnel are perceived as representatives of the Client while on the Client’s property and, as such, will conduct themselves in an efficient, well-mannered, well-groomed and workman-like manner at all times. 

E. Any damage caused by Austin Outdoor personnel shall be repaired promptly at no cost to the Client

F. Austin Outdoor may utilize qualified subcontractors at any time during this contract period (e.g. Palm pruning, sod replacement, and irrigation). 

G. All work performed by Austin Outdoor will be coordinated with the Client to minimize disruption and to maximize safety to people and vehicular traffic on the property. 

IV. AUSTIN OUTDOOR’S VEHICLES AND EQUIPMENT 

A. Austin Outdoor service vehicles must be well maintained and clean in appearance. Vehicles must be properly licensed and tagged, and operated only by licensed personnel. 

B. All Austin Outdoor vehicles must operate in a safe and courteous manner while on the Client’s property. Pedestrians have the right-of-way, and service vehicles are expected to yield. 

C. All trailers, storage facilities, and maintenance equipment must be in good condition and present a clean and neat appearance. 

D. Tools and equipment must be properly suited for their purpose and used in a safe manner utilizing the appropriate safety gear when necessary. 

V. ADDITIONAL PROVISIONS 

A. Property inspections will be conducted monthly by an authorized Austin Outdoor representative. Austin Outdoor will document and correct any landscape maintenance deficiencies identified within one week, or provide a status update for work requiring a longer period to accomplish. 

B. Austin Outdoor will provide the Client with a contact list for use in case of emergencies and will have personnel on call after regular business hours to respond accordingly. C. Austin Outdoor will be proactive in identifying any landscape site conditions that affect long-term plant health and vigor and will advise the Client accordingly. Austin Outdoor does not provide any warranty, whether express or implied, pertaining to the improvement or survival of the planted or sodded areas; furthermore, this proposal does not include any allowance for tree, shrub, or plant replacement. Austin Outdoor will only be responsible for replacement of plant material that dies as a direct and identifiable result of improper maintenance practices.

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Bella Collina Service Frequency Summary

Page 281

Austin Outdoor 
Landscape Professionals

Agreement:

The Client agrees to engage the Contractor and the Contractor agrees to provide its services as hereinafter provided. Scope of Services: Austin Outdoor, LLC (Contractor) shall provide the services and work described in Exhibit “A” that is attached hereto and made part of this agreement. 

Commencement of Services/Term: 

Unless otherwise provided in Exhibit “A”, the services and work to be provided by the Contractor shall commence upon August 1, 2007 and continue for a term of 60 months through July 31, 2012. This agreement will renew automatically at the end of the initial 60 month term for an additional 12 month term and will continue to renew at the end of each successive 12 month term unless cancelled by either party in accordance with the termination provisions set forth in the Terms & Conditions on the reverse, or by either party with written notice of no less than 60 days prior to the end of the initial 60 month term or any automatic renewal term(s). 

Compensation: The Client shall pay the Contractor $30,494.00 per month for its services and work as defined in this Agreement. Charges for the first month’s service are due at signing. Following each 12 month period of services within the initial Agreement term, effective with the billing of months 13, 25, 37, and 49 charges will be increased by three percent (3%) over the previous year’s billing rate. Charges will also increase by three percent (3%) over the previous year’s billing rate at the commencement of each additional 12 month term beyond the initial Agreement term. After the initial 60 month term, the Contractor reserves the right to increase the stated service charges at anytime with written notice to Client at least 45 days prior to the effective date of increase. After notice of a non-annual rate increase, Client may cancel services for the remaining service year, only if Client provides written notice of cancellation to Contractor within 30 days of Contractor’s notice of rate increase. In such event, service shall terminate on the day preceding the rate increase.

Page 282

Austin Outdoor 
Landscape Professionals

EXHIBIT A 

PERFORMANCE SPECIFICATIONS 

This exhibit sets forth the performance specifications and scope of services to be provided by Austin Outdoor for the Client under the above-referenced Landscape Management Agreement. Any work performed in addition to these specific services will be invoiced separately as described within this document under “Additional Services.” 

I. LANDSCAPE MAINTENANCE PROGRAM 

A. Turfgrass Specifications 

1. Mowing 

a. Frequency of mowing is determined by the type of turf being serviced and adjusted to coincide with seasonal growth rates to maintain a consistent, healthy appearance of the turf. Scheduled cuts missed due to inclement weather will be made up as soon as possible. 

-Bahia Turf will be cut up to twenty-eight (28) times per year with a rotary type mower. 

b. Mower blades will be kept sharp at all times to prevent tearing of grass blades. 

c. Turf growth regulators may be used to assist in maintaining a consistent and healthy appearance of the turf. 

d. Various mowing patterns will be employed to insure the even distribution of clippings and to prevent ruts in the turf caused by mowers. Grass clippings will be left on the lawn to restore nutrients, unless excess clippings create an unsightly appearance. 

e. Turf will be cut to a desirable height with no more than 1/3 of the leaf blade removed during each mowing to enhance health and vigor. 

-Bahia Turf will be cut to a mowing height of 3 1/2 to 4 1/2 inches. 

2. Edging & Trimming 

a. Austin Outdoor will neatly edge and trim around all plant beds, curbs, streets, trees, buildings, etc. to maintain shape and configuration. 

b. Edging equipment will be equipped with manufacturer’s guards to deflect hazardous debris. 

c. All walks will be blown after edging to maintain a clean, well-groomed appearance. 

d. All grass runners will be removed after edging to keep mulch areas free of weeds and encroaching grass. 

e. “Hard” edging and “Soft” edging shall be performed in conjunction with turf mowing at a frequency up to twelve (12) times per year. 

f. String trimming shall be performed as needed up to twenty-eight (28) times per year. 

g. Areas mutually agreed to be inaccessible to mowing machinery will be maintained with string trimmers or chemical means, as environmental conditions permit. 

3. Debris Removal a. Prior to mowing, each area will be patrolled for trash and other debris to reduce the risk of object propulsion and scattering, excluding areas concentrated with trash (e.g., dumpster zones, dock areas, and construction sites).

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      b. Removal of all landscape debris generated on the property during landscape maintenance is the sole responsibility of Austin Outdoor, at no additional expense to the Client

 4. Fertilizer

    a. Turf grass will be fertilized as appropriate in accordance with the type using a premium turf fertilizer containing minor elements. Various ratios of Nitrogen, Phosphorus, and Potassium (NPK) will be utilized for different growing seasons and environmental conditions. 

– Bahia Turf will be fertilized three (3) times per year. 

  b. All sidewalks, roads, curbs, and patios will be swept clean of granular fertilizer after application to minimize staining. 

 5. Insect, Disease, and Weed Control 

  a. Treatment of turf areas for damaging insect infestation or disease and weed control will be the responsibility of Austin Outdoor. 

  b. All products will be applied as directed by the manufacturers’ instructions and in accordance with all state and federal regulations. 

  c. Austin Outdoor must possess and maintain an active certified Pest Control License issued through the Florida Department of Agriculture and Consumer Services. Only trained applicators will apply agricultural chemicals. 

  d. Access to a water source on the Client’s property must be provided for use in spray applications. 

B. Plant Material 

   1. Shrubs 

a. All pruning and thinning will be performed eight (8) times per year to retain the intended shape and function of plant material using proper horticultural techniques. Shrubs will be trimmed with a slight inward slope rising from the bottom of the plant to retain proper fullness of foliage at all levels. 

b. Plant growth regulators may be used to provide consistent and healthy appearance for certain varieties of plant material and ground covers. 

c. Any plant material that is damaged or obstructing traffic (e.g., pedestrian, automobile) will be pruned as needed. 

d. Clippings are to be removed by Austin Outdoor following pruning. 

2. Tree Maintenance 

a. Small Trees (up to 10 ft. in height) will be trimmed and shaped, including removal of interior sucker branches and dead wood two (2) times per year. 

b. Medium Trees (10 ft. to 20 ft.) – will be cleared of sprouts from trunk two (2) times per year. “Lifting” of limbs up to 10 feet above the ground is included. Tree work at elevations above 10 feet from the ground is not included within this agreement. Work can be provided as a separate service. 

c. Austin Outdoor will maintain staking and guying of new trees; re-staking of trees due to extreme weather is provided as a separate, billable service. 

3. Edging and Trimming 

a. Groundcovers will be confined to plant bed areas by manual or chemical means as environmental conditions permit. 

b. “Weedeating” type edging will not be used around trees. 

4. Insect, Disease and Weed Control a. Plants will be treated chemically as needed to effectively control insect infestation and disease as environmental and horticultural conditions permit. In extraordinary cases where disease or pests resist

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standard chemical treatments (e.g., Asian Scale [cycad aulacaspis scale] infestations on Sago Palms), Austin Outdoor will offer suggestions regarding best course of action. 

b. Open ground in plant beds will be treated by manual or chemical means to control weed pressure as environmental, horticultural, and weather conditions permit. 

c. Austin Outdoor will maintain a log listing all applications and will have MSDS sheets available for each product used on the Client’s property. 

d. The Client must provide access to a suitable water source on their property for use by Austin Outdoor in spray applications. 

5. Fertilization 

a. Shrubs and ground cover will be fertilized three (3) times per year with a recommended analysis (e.g., 8-10-10) containing a balanced minor nutrient package with a minimum 50% slow-release Nitrogen source product. Fertilization typically occurs in spring and fall, according to environmental conditions. 

b. Ornamental and Shade Trees will be fertilized utilizing a balanced tree fertilizer at recommended rates according to size; Small & Medium Trees will be fertilized two (2) times per year. 

C. Irrigation 

1. Austin Outdoor will inspect the performance of the Client’s sprinkler system one (1) time per month June thru September and two (2) times per month October thru May. This will include inspection of sprinkler heads, timer mechanism, and each zone. In addition the system will be inspected visually for hot spots and line breaks with each additional visit to the property. 

2. Irrigation rotors and spray nozzles will be kept free of grass and other plant material to ensure proper performance. 

3. Minor nozzle adjustments and cleaning and timer adjustments will be performed with no additional charge. 

4. Austin Outdoor will promptly inform the client of any system malfunction or deficiencies. 

5. Repairs for items such as head replacement, broken lines, pumps or timers will be performed upon the client’s approval and billed accordingly. Any damage caused by Austin Outdoor personnel shall be repaired promptly at no cost to the Client. In the event that a problem arises to the system that could result in additional damage occurring or threat to safety, Austin Outdoor will immediately make the necessary repairs and then contact the Client

D. Mulching 

l. Mulch will be replenished to a depth of 2 inches two (2) times per year. 

II. ADDITIONAL SERVICES 

A. Austin Outdoor will provide routine services (such as irrigation repair and plant material replacement), special services and/or landscape enhancements over and above the Contract Performance Specifications with written approval from an authorized management representative of the Client. 

B. Materials are additional, according to the standard Austin Outdoor material price schedule that is in effect at any given time. 

III. PERSONNEL 

A. Austin Outdoor will provide all labor, transportation and supervision necessary to perform the work described herein. 

B. Field personnel will be equipped with all necessary supplies, tools, parts and equipment and trained to perform work in a safe manner. C. Personnel will be licensed for all applicable maintenance function, including any pesticide applications, as required by law.

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D. Austin Outdoor recognizes that its personnel are perceived as representatives of the Client while on the Client’s property and, as such, will conduct themselves in an efficient, well- mannered, well-groomed and workman-like manner at all times. 

E. Any damage caused by Austin Outdoor personnel shall be repaired promptly at no cost to the Client. 

F. Austin Outdoor may utilize qualified subcontractors at any time during this contract period (e.g. Palm pruning, sod replacement, and irrigation). 

G. All work performed by Austin Outdoor will be coordinated with the Client to minimize disruption and to maximize safety to people and vehicular traffic on the property. 

IV. AUSTIN OUTDOOR’S VEHICLES AND EQUIPMENT 

A. Austin Outdoor service vehicles must be well maintained and clean in appearance. Vehicles must be properly licensed and tagged, and operated only by licensed personnel. 

B. All Austin Outdoor vehicles must operate in a safe and courteous manner while on the Client’s property. Pedestrians have the right-of-way, and service vehicles are expected to yield. 

C. All trailers, storage facilities, and maintenance equipment must be in good condition and present a clean and neat appearance. 

D. Tools and equipment must be properly suited for their purpose and used in a safe manner utilizing the appropriate safety gear when necessary. 

V. ADDITIONAL PROVISIONS 

A. Property inspections will be conducted monthly by an authorized Austin Outdoor representative. Austin Outdoor will document and correct any landscape maintenance deficiencies identified within one week, or provide a status update for work requiring a longer period to accomplish. 

B. Austin Outdoor will provide the Client with a contact list for use in case of emergencies and will have personnel on call after regular business hours to respond accordingly. C. Austin Outdoor will be proactive in identifying any landscape site conditions that affect long- term plant health and vigor and will advise the Client accordingly. Austin Outdoor does not provide any warranty, whether express or implied, pertaining to the improvement or survival of the planted or sodded areas; furthermore, this proposal does not include any allowance for tree, shrub, or plant replacement Austin Outdoor will only be responsible for replacement of plant material that dies as a direct and identifiable result of improper maintenance practices.

Page 286

Austin Outdoor 
Landscape Professionals

EXHIBIT A 

PERFORMANCE SPECIFICATIONS 

This exhibit sets forth the performance specifications and scope of services to be provided by Austin Outdoor for the Client under the above-referenced Landscape Management Agreement. Any work performed in addition to these specific services will be invoiced separately as described within this document under “Additional Services.” 

I. LANDSCAPE MAINTENANCE PROGRAM 

A. Turfgrass Specifications 

1. Mowing 

a. Frequency of mowing is determined by the type of turf being serviced and adjusted to coincide with seasonal growth rates to maintain a consistent, healthy appearance of the turf. Scheduled cuts missed due to inclement weather will be made up as soon as possible. 

Zoysia and Bahia Turf will be cut up to forty-six (46) times per year with a rotary type mower. 

b. Mower blades will be kept sharp at all times to prevent the tearing of grass blades. 

c. Turf growth regulators may be used to assist in maintaining a consistent and healthy appearance of the turf. 

d. Various mowing patterns will be employed to insure the even distribution of clippings and to prevent ruts in the turf caused by mowers. Grass clippings will be left on the lawn to restore nutrients, unless excess clippings create an unsightly appearance. 

e. Turf will be cut to a desirable height with no more than 1/3 of the leaf blade removed during each mowing to enhance the health and vigor of turf. 

Zoysia and Bahia Turf will be cut to a mowing height of 3 to 4 1/2 inches. 

2. Edging & Trimming 

a. Austin Outdoor will neatly edge and trim around all plant beds, curbs, streets, trees, buildings, etc. to maintain shape and configuration. 

b. Edging equipment will be equipped with manufacturer’s guards to deflect hazardous debris. 

c. All walks will be blown after edging to maintain a clean, well-groomed appearance. 

d. All grass runners will be removed after edging to keep mulch areas free of weeds and encroaching grass. 

e. “Hard” edging, “Soft” edging, and string trimming shall be performed in conjunction with turf mowing at a frequency up to twenty-three (23) times per year. 

f. Areas mutually agreed to be inaccessible to mowing machinery will be maintained with string trimmers or chemical means, as environmental conditions permit. 

3. Debris Removal 

a. Prior to mowing, each area will be patrolled for trash and other debris to reduce the risk of object propulsion and scattering, excluding areas concentrated with trash (e.g., dumpster zones, dock areas, and construction sites). b. Removal of all landscape debris generated on the property during landscape maintenance is the sole responsibility of Austin Outdoor, at no additional expense to the Client.

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4. Fertilizer 

a. Turf grass will be fertilized as appropriate in accordance with the type using a premium turf fertilizer containing minor elements. Various ratios of Nitrogen, Phosphorus, and Potassium (NPK) will be utilized for different growing seasons and environmental conditions. 

-Zoysia Turf will be fertilized six (6) times per year. 

-Bahia Turf will be fertilized three (3) times per year. 

b. All sidewalks, roads, curbs, and patios will be swept clean of granular fertilizer after application to minimize staining. 

5. Insect, Disease, and Weed Control 

a. Treatment of turf areas for damaging insect infestation or disease and weed control will be the responsibility of Austin Outdoor

b. All products will be applied as directed by the manufacturers’ instructions and in accordance with all state and federal regulations. 

c. Austin Outdoor must possess and maintain an active certified Pest Control License issued through the Florida Department of Agriculture and Consumer Services. Only trained applicators will apply agricultural chemicals. 

d. Access to a water source on the Client’s property must be provided for use in spray applications. 

B. Plant Material 

1. Shrubs 

a. All pruning and thinning will be performed eight (8) times per year to retain the intended shape and function of plant material using proper horticultural techniques. Shrubs will be trimmed with a slight inward slope rising from the bottom of the plant to retain proper fullness of foliage at all levels. 

b. Plant growth regulators may be used to provide consistent and healthy appearance for certain varieties of plant material and ground covers. 

c. Austin Outdoor will cut back all ornamental grasses throughout the community to approximately eighteen inches in height one time per year. 

d. Any plant material that is damaged or obstructing traffic (e.g., pedestrian, automobile) will be pruned as needed. 

e. Clippings are to be removed by Austin Outdoor following pruning. 

2. Tree Maintenance 

a. Small Trees (up to 10 ft. in height) will be trimmed and shaped, including removal of interior sucker branches and dead wood two (2) times per year. 

b. Medium & Large Trees (10 ft. and above) – will be cleared of sprouts from trunk two (2) times per year. “Lifting” of limbs up to 10 feet above the ground is included. Tree work at elevations above 10 feet from the ground is not included within this agreement. Work can be provided as a separate service

c. Austin Outdoor will maintain staking and guying of new trees; re-staking of trees due to extreme weather is provided as a separate, billable service. 

3. Edging and Trimming 

a. Groundcovers will be confined to plant bed areas by manual or chemical means as environmental conditions permit. 

b. “Weedeating” type edging will not be used around trees. 

4. Insect, Disease and Weed Control a. Plants will be treated chemically as needed to effectively control insect infestation and disease as environmental and horticultural conditions permit. In extraordinary cases where disease or pests resist standard chemical treatments (e.g., Asian Scale [cycad aulacaspis scale] infestations on Sago Palms), Austin Outdoor will offer suggestions regarding best course of action

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b. Open ground in plant beds will be treated by manual or chemical means to control weed pressure as environmental, horticultural, and weather conditions permit. 

c. Austin Outdoor will maintain a log listing all applications and will have MSDS sheets available for each product used on the Client’s property. 

d. The Client must provide access to a suitable water source on their property for use by Austin Outdoor in spray applications. 

5. Fertilization 

a. Shrubs and ground cover will be fertilized three (3) times per year with a recommended analysis (e.g., 8- 10-10) containing a balanced minor nutrient package with a minimum 50% slow-release Nitrogen source product. Fertilization typically occurs in spring and fall, according to environmental conditions. 

b. Ornamental and Shade Trees will be fertilized utilizing a balanced tree fertilizer at recommended rates according to the size of the trees; Small, Medium, & Large Trees will be fertilized two (2) times per year. 

C. Irrigation 

1. Austin Outdoor will inspect the performance of the Client’s sprinkler system one (1) time per month June thru September and two (2) times per month October thru May. This will include inspection of sprinkler heads, timer mechanism, and each zone. In addition the system will be inspected visually for hot spots and line breaks with each additional visit to the property. 

2. Irrigation rotors and spray nozzles will be kept free of grass and other plant material to ensure proper performance. 

3. Minor nozzle adjustments and cleaning and timer adjustments will be performed with no additional charge. 

4. Austin Outdoor will promptly inform the client of any system malfunction or deficiencies. 

5. Repairs for items such as head replacement, broken lines, pumps or timers will be performed upon the client’s approval and billed accordingly. Any damage caused by Austin Outdoor personnel shall be repaired promptly at no cost to the Client. In the event that a problem arises to the system that could result in additional damage occurring or threat to safety, Austin Outdoor will immediately make the necessary repairs and then contact the Client

D. Annuals 

1. Annual flowers will be changed five (5) times per year with selected “Standard, Deluxe, and Holiday” varieties best suited to the seasonal and environmental conditions at the ideal spacing for the plant varieties chosen. 

-Standard – three (3) time per year (e.g., Pansies, Begonias, Coleus, Salvias, and Petunias) 

-Deluxe – two (2) times per year (e.g., Geraniums, Marigolds, Zinnias, and Gerbera Daisies) 

2. Fungicides and insecticides will be applied as needed to maintain healthy planting beds. 

3. Annual flower beds will be serviced forty-six (46) times per year to remove flowers that are fading or dead (“deadheading”) to prolong blooming time and to improve the general appearance of the plant. 

4. All soils are to be roto-tilled to a depth of 4 inches after removing and prior to installing new flowers. Annual mix soil will be replenished two (2) times per year. 

5. “Flower Saver Plus®” (or comparable product), which contains beneficial soil micro-organisms and rich organic soil nutrients, will be incorporated in the annual flower planting soil at the time of each flower change. Supplemental top-dressing with a controlled-release fertilizer and/or soluble liquid fertilizer (such as Peters 20- 20-20) will be applied to enhance flowering and plant vigor. 

E. Mulching 1. Mulch will be replenished to a depth of2 inches two (2) times per year.

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II. ADDITIONAL SERVICES 

A. Austin Outdoor will provide routine services (such as irrigation repair and plant material replacement), special services and/or landscape enhancements over and above the Contract Performance Specifications with written approval from an authorized management representative of the Client

B. Materials are additional, according to the standard Austin Outdoor material price schedule that is in effect at any given time. 

III. PERSONNEL 

A. Austin Outdoor will provide all labor, transportation and supervision necessary to perform the work described herein. 

B. Field personnel will be equipped with all necessary supplies, tools, parts and equipment and trained to perform work in a safe manner. 

C. Personnel will be licensed for all applicable maintenance functions, including any pesticide applications, as required by law. 

D. Austin Outdoor recognizes that its personnel are perceived as representatives of the Client while on the Client’s property and, as such, will conduct themselves in an efficient, well-mannered, well-groomed and workman-like manner at all times. 

E. Any damage caused by Austin Outdoor personnel shall be repaired promptly at no cost to the Client. 

F. Austin Outdoor may utilize qualified subcontractors at any time during this contract period (e.g. Palm pruning, sod replacement, and irrigation). 

G. All work performed by Austin Outdoor will be coordinated with the Client to minimize disruption and to maximize safety to people and vehicular traffic on the property. 

IV. AUSTIN OUTDOOR’S VEHICLES AND EQUIPMENT 

A. Austin Outdoor service vehicles must be well maintained and clean in appearance. Vehicles must be properly licensed and tagged, and operated only by licensed personnel. 

B. All Austin Outdoor vehicles must operate in a safe and courteous manner while on the Client’s property. Pedestrians have the right-of-way, and service vehicles are expected to yield. 

C. All trailers, storage facilities, and maintenance equipment must be in good condition and present a clean and neat appearance. 

D. Tools and equipment must be properly suited for their purpose and used in a safe manner utilizing the appropriate safety gear when necessary. 

V. ADDITIONAL PROVISIONS 

A. Property inspections will be conducted monthly by an authorized Austin Outdoor representative. Austin Outdoor will document and correct any landscape maintenance deficiencies identified within one week, or provide a status update for work requiring a longer period to accomplish. 

B. Austin Outdoor will provide the Client with a contact list for use in case of emergencies and will have personnel on call after regular business hours to respond accordingly. C. Austin Outdoor will be proactive in identifying any landscape site conditions that affect long-term plant health and vigor and will advise the Client accordingly. Austin Outdoor does not provide any warranty, whether express or implied, pertaining to the improvement or survival of the planted or sodded areas; furthermore, this proposal does not include any allowance for tree, shrub, or plant replacement. Austin Outdoor will only be responsible for replacement of plant material that dies as a direct and identifiable result of improper maintenance practices.

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Austin Outdoor 
Landscape Professionals

Agreement:

The Client agrees to engage the Contractor and the Contractor Agrees to provide its services as hereinafter provided.

Scope of Services: 

Austin Outdoor, LLC (Contractor) will coordinate all labor and equipment required to mow “Unimproved” Pine Island Vacant Lots and “Red” Lots within the Bella Collina Community four (4) times per year. 

Commencement of Services/Term: 

The services and work to be provided by the Contractor shall commence upon June l, 2008 and continue for a term of 60 months through May 31, 2013 or until cancelled by either party in accordance with the termination provisions set forth hereinafter. This agreement will renew automatically at the end of the initial 60 month term for an additional 12 month term and will continue to renew at the end of each successive 12 month term unless cancelled by either party in accordance with the termination provisions set forth in the Terms & Conditions on the reverse, or by either party with written notice of no less than 60 days prior to the end of the initial 60 month term or any automatic renewal term(s). 

Compensation: The Client shall pay the Contractor $28.00 per month for “Unimproved” Pine Island Vacant Lots and $11.00 per month for “Red” Lots for its services and work as defined in this Agreement. At the time of this agreement, there are a total of 397 “Unimproved” Pine Island Vacant Lots and a total of 85 “Red” Lots in Bella Collina Charges for the first month’s service are due at signing. Following each 12 month period of services within the initial Agreement term, effective with the billing of months 13, 25, 37, and 49 charges will be increased by three percent (3%) over the previous year’s billing rate. Charges will also increase by three percent (3%) over the previous year’s billing rate at the commencement of each additional 12 month term beyond the initial Agreement term. After the initial 60 month term, the Contractor reserves the right to increase the stated service charges at anytime with written notice to Client at least 45 days prior to the effective date of increase. After notice of a non-annual rate increase, Client may cancel services for the remaining service year, only if Client provides written notice of cancellation to Contractor within 30 days of Contractor’s notice of rate increase. In such event, service shall terminate on the day preceding the rate increase.

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TERMS AND CONDITIONS 

______________________________________________________________________________________________________________________

Entire Agreement: 

This agreement contains all of the agreements, representations and understandings of the parties hereto and supersedes any previous understandings, commitments, proposals, or agreements, whether oral or written, and may only be modified or amended as herein provided; and the parties further agree that the terms and conditions of any order or other instrument issued by either party hereto in connection with this agreement which are additive or inconsistent with the provisions of this agreement, except a duly executed amendment hereto, shall not amend this agreement. 

Amendments: 

Any changes in this agreement shall be mutually agreed upon by the Client and the Contractor and shall be set forth by written amendment to this agreement. 

Assignment: 

The Contractor shall not assign or transfer any right, interest, obligation, claim or relief under this agreement without the prior written consent of the Client. The Client and its successors and assigns may assign this agreement or transfer any rights, interests, obligation, claim or relief under this agreement without the consent of the Contractor. Any assignment or transfer made in violation of the requirements is paragraph shall be void and unenforceable. 

Relationship of Parties:

The legal relationship of the Contractor to the Client with respect to the services shall be that of an independent contractor and not that of an agent or employee. Termination for Cause: If a party to this agreement fails to fully perform in a timely and proper manner its obligations under this agreement, or if a party violates any of the covenants, agreements or stipulations of this agreement, the other party shall thereupon have the right upon no less than 30 days’ prior written notice to terminate this agreement for cause effective as of the date set forth in such written notice, if such faults have not been cured within such 30 day period. In the event of termination for cause, the client shall pay the Contractor in accordance with this agreement all undisputed amounts for services satisfactorily performed prior to the effective date of termination. In the event of Client termination of this agreement for cause, the client may withhold any payments otherwise due to the Contractor until such time as the exact amounts of damages due to the Client as a consequence of the Contractor’s breach of this agreement are determined. 

Payment Terms: 

Billing for services occur in advance at the first of each month. Payment for service(s) is due upon receipt of monthly invoices. In the event that payment is not timely and Contractor must commence collection efforts, Contractor reserves the right to suspend services until past due amounts are paid in full. If formal collection measures become necessary, the Client agrees to pay all of Contractors’ related costs, including hut not limited to reasonable attorney’s fees and court costs, whether or not a suit is filed. The Client agrees that if sales tax is, or becomes applicable to the services or any portion(s) thereof, that they will pay these taxes in addition to the fees quoted on the Landscape Management Agreement. All payments should be mailed to: 

Austin Outdoor, LLC 

P.O. Box 849 

Bunnell, Florida 32110 

C/O Accounts Receivable 

Choice of Law: 

This agreement shall be governed by the laws of the State of Florida. Venue for any action brought under this agreement will be in Flagler County, Florida. 

Insurance: 

Contractor shall secure and maintain, throughout the performance services under this agreement, General liability, Employers Liability, Auto Liability & Umbrella Liability coverage, or specified below. 

a. Worker’s Compensation Insurance with statutory limits; 

b. Employer’s Liability Insurance with limits of not less than $1,000,000; 

c. Commercial General Liability lnsurance with combined single limits of not less than $1,000,000 per occurrence/$2,000,000 annual aggregate; 

d. Comprehensive Automobile Liability Insurance, including owned, non-owned and hired vehicles, with combined single limits of not less than $1,000,000. 

e. Umbrella Coverage $1,000,000 per occurrence/$1,000,000 annual aggregate Insurance shall he placed with insurance companies rated, at a minimum, “A” by Best Key Rating Guide. The maintenance in full force and effect of the insurance coverage and limits of liability required by these specifications shall be a condition precedent to the Contractor’s exercise or enforcement of any rights under these specifications. The Contractor shall not commence the services until all the insurance required by these specifications shall have been obtained by the Contractor. If required by Client, Contractor shall furnish to the Client Certificates of Insurance verifying that such insurance has been obtained. Such Certificates of Insurance shall incorporate a commitment to provide written notice to the client at least thirty (30) days prior to any cancellation, non-renewal or material modification of the policies. If the Client or Indemnities are damaged by failure of the Contractor to purchase and maintain the required insurance coverage and limits of liability, the Contractor shall bear all reasonable costs, expenses and damages incurred by the Client or Indemnities arising out of such failure to purchase and maintain the required insurance coverage and/or limits of liability. When requested by the Client, the original insurance policies required of the Contractor by these specifications will be made available for review. 

Withholdings: 

Contractor and the Client agree that Austin Outdoor, LLC is an independent contractor, as such, shall assume liability for its own withholding taxes, social security taxes, unemployment taxes, licenses, and insurance pertaining to its employees or operations. As applicable, Austin Outdoor, LLC agrees to pay all sales taxes on materials supplied. The Client agrees that if sales taxes become applicable to the services or any portion(s) thereof, they will pay these taxes in addition to the fees quoted in the Service Agreement. 

License:

The Contractor is required to maintain all applicable licenses and permits within the cities, counties, and states of operation.

Confidentiality:

The Contractor shall not, without the Client’s prior written consent, release or disclose any information relating to the services to any person or entity except as is necessary to perform the services or as otherwise required by law.

Risk or Loss: 

Contractor shall not be responsible for delays or losses caused or attributable, in whole or in part, to circumstances beyond its reasonable control, including hut not limited to, acts of God, governmental restrictions or requirements, severe or unusual weather, natural catastrophes, vandalism or acts of third persons. Client assumes the full risk of loss attributable to all such occurrences, including hut not limited to, the repair or replacement of landscaping and payment to Contractor of all amounts provided in this Agreement, notwithstanding that Contractor may not have been able to provide all or any of its services during such occurrences or until the premises described under this agreement has been restored to its pre-occurrence condition.  

Records: 

The Contractor shall maintain complete and accurate records with respect to charges for services. All such records shall be maintained on a generally accepted accounting basis and shall be clearly identified and available to the Client for inspection, examination and/or audit. Upon reasonable notice to the Contractor, the Contractor shall provide free access to the representatives of the Client of their appointees to such hooks and records. The Client shall have the right to inspect, examine and/or audit such hooks and records and to make copies and transcripts thereof as necessary for a period of two (2) years from the date of final payment under this agreement 

Indemnification: 

Contractor agrees to indemnify, defend, and hold harmless the Owner/Client together with their respective subsidiaries, affiliates, successors, assigns, officers, directors, shareholders, members, general partners, limited partners, employees, agents and representatives (herein collectively and individually referred to as the “lndemnitees”) from and against any and all claims, losses, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorney’s fees and costs and expenses of litigation) and damages and injuries (including, without limitation, injuries to persons, loss of life, damage to tangible or intangible property or rights, or economic loss, wherever occurring) arising out of or caused by any active or passive negligent act error, or omission or other wrongdoing or misconduct of the Contractor, Contractor’s subcontractors or their respective agents, employees or representatives in the performance of Contractor’s obligations hereunder or otherwise while present on the property. In claims against the lndemnitees or any employee of the Contractor of the Contractor’s subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation of the Contractor under this specification shall not be limited in any way by any limitation in the amount of damages, compensation or benefits payable by or for the Contractor or the Contractor’s subcontractors under worker’s compensation acts, disability acts or other employee benefit acts. The Contractor’s obligations with respect to indemnification hereunder shall remain effective notwithstanding completion of the services or the termination of an applicable contract. Contractor’s duty to defend is separate and distinct from the duty to indemnify and shall immediately arise when a claim is asserted in connection with the performance of Contractor, or those for whom Contractor is liable, in connection with the services under these specifications, and regardless of whether others may owe client a duty of defense and/or indemnity. The indemnity rights and obligations identified in these specifications shall be, and are the only indemnity rights and obligations between the parties, in law or equity, arising out of or related to Contractor’s services under these specifications or any claims asserted in relation thereto.

terms and conditions above and the exhibits

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Austin Outdoor 
Landscape Professionals

This amendment is effective on March 1, 2008 and will become part of the above-referenced Master Agreement once accepted by the Client. All terms and conditions associated with Master Agreement between Austin Outdoor, LLC and the Client dated August 1, 2007 will remain in effect. 

Assignment: 

The Bella Collina Property Owners’ Association hereby accepts assignment of the Master Agreement dated August 1, 2007 between Ginn Property Management, LLC and Austin Outdoor, LLC in accordance with the Terms and Conditions of the Master Agreement. 

Amendment:

 Austin Outdoor, LLC shall reduce Lotscape service frequencies as requested by Client and add Bella Collina Phases I & II service areas to the existing agreement. 

Revised Compensation: 

The Client shall pay the Contractor $83,481.00 per month in accordance with Exhibit “B” for its services and work as defined by this Amendment #1. 

Scope of Services: 

A revised Exhibit “A” – Performance Specifications to the Master Agreement, matching service frequencies shown on Exhibit “B” is attached hereto incorporating the changes agreed to by this Amendment No. 1.

Austin Outdoor 
Landscape Professionals

Page 293

Austin Outdoor 
Landscape Professionals

Agreement:

The Client agrees to engage the Contractor and the Contractor agrees to provide its services as hereinafter provided. 

Scope of Services: 

Austin Outdoor, LLC (Contractor) shall provide the services and work described in Exhibit “A” that is attached hereto and made part of this agreement. 

Commencement of Services/Term: 

Unless otherwise provided in Exhibit “A”, the services and work to be provided by the Contractor shall commence upon August 1, 2007 and continue for a term of 60 months through July 31, 2012. This agreement will renew automatically at the end of the initial 60 month term for an additional 12 month term and will continue to renew at the end of each successive 12 month term unless cancelled by either party in accordance with the termination provisions set forth in the Terms & Conditions on the reverse, or by either party with written notice of no less than 60 days prior to the end of the initial 60 month term or any automatic renewal term(s). 

Compensation: The Client shall pay the Contractor $36,809.00 per month for its services and work as defined in this Agreement. Charges for the first month’s service are due at signing. Following each 12 month period of services within the initial Agreement term, effective with the billing of months 13, 25, 37, and 49 charges will be increased by three percent (3%) over the previous year’s billing rate. Charges will also increase by three percent (3%) over the previous year’s billing rate at the commencement of each additional 12 month term beyond the initial Agreement term. After the initial 60 month term, the Contractor reserves the right to increase the stated service charges at anytime with written notice to Client at least 45 days prior to the effective date of increase. After notice of a non-annual rate increase, Client may cancel services for the remaining service year, only if Client provides written notice of cancellation to Contractor within 30 days of Contractor’s notice of rate increase. In such event, service shall terminate on the day preceding the rate increase.

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Austin Outdoor 
Landscape Professionals

EXHIBIT A 

PERFORMANCE SPECIFICATIONS 

This exhibit sets forth the performance specifications and scope of services to be provided by Austin Outdoor for the Client under the above-referenced Landscape Management Agreement. Any work performed in addition to these specific services will be invoiced separately as described within this document under “Additional Services.” 

I. LANDSCAPE MAINTENANCE PROGRAM 

A. Turfgrass Specifications 

1. Mowing 

a. Frequency of mowing is determined by the type of turf being serviced and adjusted to coincide with seasonal growth rates to maintain a consistent, healthy appearance of the turf. Scheduled cuts missed due to inclement weather will be made up as soon as possible. 

Zoysia and Bahia Turf will be cut up to forty-six (46) times per year with a rotary type mower. 

b. Mower blades will be kept sharp at all times to prevent the tearing of grass blades. 

c. Turf growth regulators may be used to assist in maintaining a consistent and healthy appearance of the turf. 

d. Various mowing patterns will be employed to insure the even distribution of clippings and to prevent ruts in the turf caused by mowers. Grass clippings will be left on the lawn to restore nutrients, unless excess clippings create an unsightly appearance. 

e. Turf will be cut to a desirable height with no more than 1/3 of the leaf blade removed during each mowing to enhance the health and vigor of turf. 

Zoysia and Bahia Turf will be cut to a mowing height of 3 to 4 1/2 inches. 

2. Edging & Trimming 

a. Austin Outdoor will neatly edge and trim around all plant beds, curbs, streets, trees, buildings, etc. to maintain shape and configuration. 

b. Edging equipment will be equipped with manufacturer’s guards to deflect hazardous debris. 

c. All walks will be blown after edging to maintain a clean, well-groomed appearance. 

d. All grass runners will be removed after edging to keep mulch areas free of weeds and encroaching grass. 

e. “Hard” edging, “Soft” edging, and string trimming shall be performed in conjunction with turf mowing at a frequency up to twenty-three (23) times per year. 

f. Areas mutually agreed to be inaccessible to mowing machinery will be maintained with string trimmers or chemical means, as environmental conditions permit. 

3. Debris Removal 

a. Prior to mowing, each area will be patrolled for trash and other debris to reduce the risk of object propulsion and scattering, excluding areas concentrated with trash (e.g., dumpster zones, dock areas, and construction sites). b. Removal of all landscape debris generated on the property during landscape maintenance is the sole responsibility of Austin Outdoor, at no additional expense to the Client.

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4. Fertilizer 

a. Turf grass will be fertilized as appropriate in accordance with the type using a premium turf fertilizer containing minor elements. Various ratios of Nitrogen, Phosphorus, and Potassium (NPK) will be utilized for different growing seasons and environmental conditions. 

-Zoysia Turf will be fertilized six (6) times per year. 

-Bahia Turf will be fertilized three (3) times per year. 

b. All sidewalks, roads, curbs, and patios will be swept clean of granular fertilizer after application to minimize staining. 

5. Insect, Disease, and Weed Control 

a. Treatment of turf areas for damaging insect infestation or disease and weed control will be the responsibility of Austin Outdoor

b. All products will be applied as directed by the manufacturers’ instructions and in accordance with all state and federal regulations. 

c. Austin Outdoor must possess and maintain an active certified Pest Control License issued through the Florida Department of Agriculture and Consumer Services. Only trained applicators will apply agricultural chemicals. 

d. Access to a water source on the Client’s property must be provided for use in spray applications. 

B. Plant Material 

1. Shrubs 

a. All pruning and thinning will be performed eight (8) times per year to retain the intended shape and function of plant material using proper horticultural techniques. Shrubs will be trimmed with a slight inward slope rising from the bottom of the plant to retain proper fullness of foliage at all levels. 

b. Plant growth regulators may be used to provide consistent and healthy appearance for certain varieties of plant material and ground covers. 

c. Austin Outdoor will cut back all ornamental grasses throughout the community to approximately eighteen inches in height one time per year. 

d. Any plant material that is damaged or obstructing traffic (e.g., pedestrian, automobile) will be pruned as needed. 

e. Clippings are to be removed by Austin Outdoor following pruning. 

2. Tree Maintenance 

a. Small Trees (up to 10 ft. in height) will be trimmed and shaped, including removal of interior sucker branches and dead wood two (2) times per year. 

b. Medium & Large Trees (10 ft. and above) – will be cleared of sprouts from trunk two (2) times per year. “Lifting” of limbs up to 10 feet above the ground is included. Tree work at elevations above 10 feet from the ground is not included within this agreement. Work can be provided as a separate service

c. Austin Outdoor will maintain staking and guying of new trees; re-staking of trees due to extreme weather is provided as a separate, billable service. 

3. Edging and Trimming 

a. Groundcovers will be confined to plant bed areas by manual or chemical means as environmental conditions permit. 

b. “Weedeating” type edging will not be used around trees. 

4. Insect, Disease and Weed Control a. Plants will be treated chemically as needed to effectively control insect infestation and disease as environmental and horticultural conditions permit. In extraordinary cases where disease or pests resist standard chemical treatments (e.g., Asian Scale [cycad aulacaspis scale] infestations on Sago Palms), Austin Outdoor will offer suggestions regarding best course of action

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II. ADDITIONAL SERVICES 

A. Austin Outdoor will provide routine services (such as irrigation repair and plant material replacement), special services and/or landscape enhancements over and above the Contract Performance Specifications with written approval from an authorized management representative of the Client

B. Materials are additional, according to the standard Austin Outdoor material price schedule that is in effect at any given time. 

III. PERSONNEL 

A. Austin Outdoor will provide all labor, transportation and supervision necessary to perform the work described herein. 

B. Field personnel will be equipped with all necessary supplies, tools, parts and equipment and trained to perform work in a safe manner. 

C. Personnel will be licensed for all applicable maintenance functions, including any pesticide applications, as required by law. 

D. Austin Outdoor recognizes that its personnel are perceived as representatives of the Client while on the Client’s property and, as such, will conduct themselves in an efficient, well-mannered, well-groomed and workman-like manner at all times. 

E. Any damage caused by Austin Outdoor personnel shall be repaired promptly at no cost to the Client. 

F. Austin Outdoor may utilize qualified subcontractors at any time during this contract period (e.g. Palm pruning, sod replacement, and irrigation). 

G. All work performed by Austin Outdoor will be coordinated with the Client to minimize disruption and to maximize safety to people and vehicular traffic on the property. 

IV. AUSTIN OUTDOOR’S VEHICLES AND EQUIPMENT 

A. Austin Outdoor service vehicles must be well maintained and clean in appearance. Vehicles must be properly licensed and tagged, and operated only by licensed personnel. 

B. All Austin Outdoor vehicles must operate in a safe and courteous manner while on the Client’s property. Pedestrians have the right-of-way, and service vehicles are expected to yield. 

C. All trailers, storage facilities, and maintenance equipment must be in good condition and present a clean and neat appearance. 

D. Tools and equipment must be properly suited for their purpose and used in a safe manner utilizing the appropriate safety gear when necessary. 

V. ADDITIONAL PROVISIONS 

A. Property inspections will be conducted monthly by an authorized Austin Outdoor representative. Austin Outdoor will document and correct any landscape maintenance deficiencies identified within one week, or provide a status update for work requiring a longer period to accomplish. 

B. Austin Outdoor will provide the Client with a contact list for use in case of emergencies and will have personnel on call after regular business hours to respond accordingly. C. Austin Outdoor will be proactive in identifying any landscape site conditions that affect long-term plant health and vigor and will advise the Client accordingly. Austin Outdoor does not provide any warranty, whether express or implied, pertaining to the improvement or survival of the planted or sodded areas; furthermore, this proposal does not include any allowance for tree, shrub, or plant replacement. Austin Outdoor will only be responsible for replacement of plant material that dies as a direct and identifiable result of improper maintenance practices.

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MESSAGE: On behalf of EarthBalance®, thank you for the opportunity to submit this proposal for professional services. Attached is our standard Professional Service Agreement (PSA). The Scope of Services is provided as Exhibit A and the Terms are provided as Exhibit B. 

If you agree with the Scope and Terms of this proposal, please sign the PSA, initial each page in the space provided, and fax the entire proposal back to my attention. A fully executed copy will be mailed back to you. If you have any questions, please don’t hesitate to contact me or Chrissy Hensel at (863) 420-1945. 

Marcy Kostenbauder 

Biologist III 

Consulting Division 

E-mail: Mkostenbauder@earthbalance.com 

Phorie: 863-420-1945 

Fax: 863-420-1959

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EARTHBALANCE
Professional Services Agreement

This Professional Services Agreement (“Agreement”) is entered into by and between EarthBalance Corporation, a Florida corporation, d/b/a EarthBalance®, whose address is 2579 North Toledo Blade Boulevard, North Port, Florida 34289 and Ginn Development Company whose address is 1000 Reunion Way, Suite 300, Reunion, Florida 34747 (“Client”). 

In consideration of the mutual promises hereinafter undertaken, EarthBalance® and Client hereby agree as follows: 

1. Services. EarthBalance® hereby agrees to provide certain professional services for the benefit of Client, which services are more particularly described in Exhibit A attached hereto (“Scope of Services”). EarthBalance® agrees to use its best efforts in completing the Services; however, EarthBalance® does not guarantee a specific result. By example, but not by limitation, if the Services include prosecuting an application for a particular governmental or regulatory permit, EarthBalance® does not guarantee that the permit desired by Client or any variation thereof will be granted by the appropriate governmental or administrative agency. The Services shall be accomplished in a workmanlike and professional manner using the degree of skill and care ordinarily exercised by a reputable member of EarthBalance’s® profession practicing in the same or similar locality. No other warranty, express or implied, is made or intended. 

This agreement for professional services is limited to tasks identified in Exhibit A and does not include additional or repeat services resulting from changes to the project or the information upon which this Agreement is based. Modification to the final work products performed at the request of the Client that are not the result of the Consultant’s errors or omissions shall be billed to the Client as additional services. 

2. Terms and Conditions. This quotation is based on information provided by Robert Ginn, Ginn Development Company. 

This quote .shall remain valid for a period not to exceed thirty (30) days beyond the date of submittal. If not accepted within this period, EarthBalance® reserves the right to modify any portion thereof, or withdraw the quotation in its entirety. This Agreement shall be effective upon its full execution. 3.Duty to Cooperate. Client agrees to cooperate with EarthBalance® in all respects in connection with EarthBalance’s® efforts to discharge the Scope of Services. Client shall make Clients property available to EarthBalance®, shall timely comply with EarthBalance’s® requests for information, and shall execute all documents reasonably required by EarthBalance® in discharging the Scope of Services.

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Austin Outdoor 
Landscape Professionals

4. Payment. Client agrees to pay a fee for the Services rendered based upon the information contained in attached Exhibit B (“Terms of Payment”). As soon as may be practicable at the beginning of each month, EarthBalance® shall invoice Client for all Services performed in the prior month and any other sums due EarthBalance®. Client shall pay the invoice amount within thirty (30) days after the invoice date. EarthBalance® may cease performing Services under this Agreement if any payment due hereunder is not paid within thirty (30) days of the invoice date. 

Client agrees that EarthBalance® shall have a lien upon the Property for professional services rendered under this Agreement and that EarthBalance® may record and enforce the lien for professional services in accordance with the provisions of Florida’s Construction Lien Law as though EarthBalance® was listed therein as a professional. In any litigation arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs. In addition, if EarthBalance® places this Agreement in the hands of an attorney for the collection of any sums due hereunder, Client agrees to reimburse EarthBalance® for its reasonable attorney’s fees and costs relating thereto. 

5. Termination and Default. This agreement may be terminated by either party giving the other party thirty days written notice of intent to terminate. In addition, upon default by Client, monetary or otherwise, this Agreement may be terminated by EarthBalance® with seven (7) days written notice of intent to terminate if the default remains uncured after such notice period. EarthBalance’s® liability to Client or any related party for any claim related to or arising out of (i) this Agreement or (ii) EarthBalance’s® services shall be limited to two times the amount of fees paid by Client hereunder. 

The invalidity of any provision of the Agreement shall not impair the validity of any other provision. If any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, such provision shall be deemed severable and the remaining provisions of the Agreement shall be enforced. 

This Agreement shall be construed and interpreted in accordance with, and the validity of this Agreement shall be judged by, the laws of the State of Florida. 

This Agreement sets forth the entire agreement and understanding of the parties hereto. It may only be amended, modified or terminated by the written mutual consent of all of the parties hereto and duly executed by the authorized representatives of the parties hereto.

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SCOPE OF SERVICES 

Task 1 – Ongoing Maintenance 

EarthBalance® will perform four quarterly maintenance events to control nuisance and exotic vegetation on the shoreline of Lake Siena, located in the Bella Collina development. Herbicide will be applied from both an airboat within the lake and also by ground crew on the shore. Species that will be targeted include cattail (Typha spp.), torpedo grass (Panicum repens), primrose willow (Ludwigia peruviana), sesbania (Sesbania spp.), Caesar weed (Urena lobata), Carolina willow (Salix caroliniana), dog fennel (Eupatorium capillifolium), ragweed (Ambrosia spp.), and castor bean (Ricinus communis). All targeted vegetation will be killed in place with an appropriate herbicide. The treated and/or dead vegetation will be knocked down by the airboat during the next maintenance event and/or manually cut down. This proposal does not include any removal or disposal of plant material or debris by EarthBalance®. A qualified biologist licensed to apply herbicides will supervise all work. EarthBalance® will perform all of the services described in Task 1 for a fixed fee of $6,500.00 per event for a total of $26,000.00 (4 events).

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EXHIBIT B 

Lake Siena 

Ongoing Maintenance 

(Ginn Development Company) 

TERMS OF PAYMENT Earth Balance® will perform the described services in Exhibit A for the following costs:

Services requested by the Client that are not outlined in the above Scope of Services will be billed on an hourly basis, according to the attached fee schedule. 

This quote shall remain valid for a period not to exceed thirty (30) days the submittal date September 14, 2007. If not accepted within this period, EarthBalance®  reserves the right to modify any portion thereof, or withdraw the quotation In its entirety. This agreement shall be effective upon its full execution. IN WITNESS WHEREOF, this Agreement is executed on the dates hereinafter stated.

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Bella Collina P.O.A. 

c/o Mr. David Burman 

1000 Reunion Way 

Reunion, Florida 34747 

Dear Mr. Burman: 

On behalf of the men and women of Ginn Security Services, LLC I would like to thank you for selecting Ginn Security Services, LLC to provide your access control, patrol and other related services. 

Enclosed you will find the Access Control Services Agreement indicating the service levels you have requested and the costs agreed upon. Please sign this agreement and return an original to: 

   Ginn Security Services, LLC 

  31 Lupi Ct., Suite 210 

  Palm Coast, FL 32137 

Once GSS receives the executed contract we will counter-sign and return a fully executed copy to you for your records. 


Again, thank you for selecting Ginn Security Services and we look forward to serving you in 2008! 

HAPPY NEW YEAR!

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ACCESS CONTROL SERVICES AGREEMENT 

FOR PROPERTY OWNERS ASSOCIATION 

  This Access Control Services Agreement (“Agreement“) is made and entered into as of January 2, 2008. (the “Effective Date“), by and between GINN SECURITY SERVICES, LLC a Georgia limited liability company, with its principal place of business at 215 Celebration Place, Suite 200, Celebration, Florida 34747 (“GSS“), and Bella Collina Property Owners Association, Inc. with its principal place of business at 15920 County Road 455 Montverde Florida 34756 (“Client“). Client and GSS are sometimes referred to as a “Party” or jointly referred to as the “Parties.” 

R E C I T A L S

  WHEREAS, Client is the property owners’ association responsible for the operation and management of a development located in Lake County, Florida, known as Bella Collina Property Owners Association Inc. contains (i) residential dwellings; (ii) recreational facilities; and (iii) other various amenities; 

  WHEREAS, Client has requested that GSS provide, and GSS has agreed to provide as an independent contractor, certain access control services to the Development; 

  WHEREAS, the Parties wish to enter into this Agreement in order to set forth the terms and conditions of the services to be provided by GSS hereunder. 

  NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties, the Parties agree as follows: 

  1. Recitals. The above recitals are true and correct and incorporated into this Agreement. 

  2. Term. The initial term of this Agreement shall commence on the Effective Date (January 2, 2008 at 12:01 AM) and expire on the third anniversary of the Effective Date (the “Initial Term“) unless sooner terminated as provided herein. 

  3. Scope of Service.
(a) Services. GSS, as an independent contractor and not in any other capacity, shall furnish access control officers and related services (“Services”) in accordance with the Schedule of Access Control Services attached hereto as Exhibit A and Exhibit B and by this reference made a part hereof. 

  (b) Supervision of Access Control Officers. GSS shall have the sole right to direct and supervise all officers and other personnel furnished by GSS to Client. Client shall not have the right to alter instructions or directions given to the officers or other personnel furnished by GSS or assume any supervision of such access control officers or personnel.   4. Personnel. GSS will be responsible for the hiring and training of all officers and other personnel furnished by GSS to Client. All officers and other personnel furnished by GSS to Client shall be employees of GSS. As between the Parties, GSS will pay all compensation, expenses, social security taxes, federal and state unemployment insurance and any similar taxes relating to such employees. GSS will provide the officers with uniforms, badges and all necessary equipment as mutually agreed upon by the Parties. Any other personnel shall be dressed in a manner suitable for working at a

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first class resort. No employees at GSS, including officers, will carry weapons of any type at the Development unless agreed to in writing by both Parties prior to the inception of any such armed service. 

5. Service Rates and Payment. 

  (a) Service Rates. The service rates payable to GSS by Client hereunder are as set forth in the Schedule of Access Control Services, which rates may be amended in writing by mutual agreement of the Parties or as otherwise provided in this Agreement. 

(i) In the event that labor costs are increased due to any federal, state or municipal legislation, regulation or administrative ruling or by collective bargaining agreement, or increases in compensation payable, or the costs of benefits provided, to the personnel providing the Services, or the hiring of additional personnel as GSS deems necessary to adequately provide the Services, Client agrees to pay increased service rates, as determined by GSS in its reasonable discretion, effective as of the date of the increase in labor costs, to compensate GSS for such increased costs. 

(ii) Service rates shall also be subject to increase as determined by GSS in its reasonable discretion in the event that GSS’s insurance premiums increase as they relate to this Agreement, vehicle operating cost increases or the services to be provided by GSS hereunder, which increased service rates shall be effective as of the date of the premium increase. 

(iii) In the event of a labor strike or an emergency situation, the service rates of this Agreement shall be subject to renegotiation by the Parties. 

(iv) However, the total increase in the cost of this Agreement, (the total of increases from 5(a)(l) and 5(a)(2) and 5(a)(3) and all others) shall not exceed the annual increase in the Consumer Price Index in any contract year, unless such increase is approved by the Client in writing. 

  (b) Payment. GSS shall invoice Client monthly by written statement sent to the address specified in Section 11 of this Agreement. A detailed statement of the number of hours worked by each officer will also be supplied with the monthly invoice. Client agrees to pay such invoices in full within thirty (30) days after invoice date. In the event a collection action is necessary, Client agrees to pay GSS ‘s costs and attorney’s fees incurred in collecting amounts due to GSS. Additionally, interest at the maximum rate permitted by applicable law shall accrue and be payable on any amounts due to GSS that are not paid when due. 

  6. Insurance and Indemnification. 

  (a) Insurance. GSS will provide a visible presence, and shall deter, observe and report. GSS is not an insurer of the premises and makes no representation, express or implied, that its services will prevent injury, loss or damage. GSS will maintain throughout the period of this agreement, coverage in the following minimum amounts: (i) Workers Compensation and Employer’s Liability coverage as required by the laws of the State of Florida.

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(ii) Comprehensive General Liability coverage in a minimum amount of $ 2,000,000.00 per occurrence (combined single limit for both bodily injury and property damage), including liability coverage for the risks of false arrest, false imprisonment, malicious prosecution, defamation of character, and libel or slander. GSS’ CGL coverage shall name Client as an additional insured. Modification of the Expected or Intended Injury Exclusion {if one exists) as follows – “Bodily injury” or “property damage” expected or intended from the standpoint of the insured. This exclusion does not apply to “bodily injury” or “property damage” resulting from the use of reasonable force to protect persons or property. 

(iii) Automobile Liability insurance in the amount of $2,000,000.00 per occurrence combined single limit for losses resulting solely from the operation of vehicles owned or leased by GSS. 

(iv) Excess Liability insurance {following the form of the primary CGL insurance) in the minimum amount of $10,000,000.00. 

(v) Each GSS employee assigned to Client’s property shall be bonded or covered by fidelity insurance. All insurance coverage shall be with companies satisfactory to Client 

Before implementation of this contract, GSS shall furnish Client Certificates of Insurance evidencing the insurance coverages required under this contract. Thereafter, Certificates of Insurance are required to be furnished upon each renewal or material change to the insurance policies required by this contract. 

  (b) Indemnification. To the fullest extent permitted by law, GSS shall indemnify and hold harmless Client from and against all claims, damages, losses and expenses, including but not limited to attorneys’ fees, to the extent arising out of or resulting from GSS’ negligent or willful act(s) or omission(s), including GSS’ agents, employees or subcontractors. And, to the fullest extent permitted by law, Client shall indemnify and hold harmless GSS from and against all claims, damages, losses and expenses, including but not limited to attorney’s fees, to the extent arising out of or resulting from Client’s negligent or willful act(s) or omission(s), including Client’s agents, employees or subcontractors. 

  (c) Risk of Loss. Client shall assume all risk of loss or physical damage to its plant, facilities, equipment and any other property occurring as a result of nature, fire or other casualty except as provided in 6(b) and Client waives any right of recovery and its insurer rights of subrogation against GSS or any other person or entity for any loss or damage resulting from any such risks except as provided in 6(b). 

  (d) Third Party Beneficiaries. The Services provided under this Agreement are solely for the benefit of Client and neither this Agreement nor any Services rendered hereunder shall give rise to or shall be deemed to or construed so as to confer any rights on any other party as a third party beneficiary or otherwise, including any owners of property within the Development or members of Client.   (e) Survival. The provisions of this Section 6 shall survive the expiration or termination of this Agreement.

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  7. Property. Any and all equipment, supplies, and other property furnished by GSS, whether or not described in the Schedule of Access Control Services, shall, except as expressly set forth on such Schedule, remain the property of GSS and GSS shall, at any time during and after the term of this Agreement, have the sole right to install, maintain and remove such equipment, supplies and other property. Client will be charged for the equipment, supplies and other property furnished by GSS as provided in the Schedule of Access Control Services. 

  8. Default. It shall constitute an “Event of Default” under this Agreement if (a) Client fails to pay GSS any amounts owed to GSS when due, or (b) in any other case, if either Party shall default in the performance of its duties and obligations under this Agreement, and such default is not cured within thirty (30) days after written notice to the defaulting Party of such default (the “Cure Period”); provided that, if the default cannot reasonably be cured within such 30-day period, the Cure Period shall be extended for such additional period of time (up to 30 days) as may be reasonably necessary to cure such default 

  9. Remedies. 

  (a) Event of Default by Client. Upon an Event of Default by Client under this Agreement, GSS may, upon written notice to Client, terminate this Agreement whereupon GSS shall be entitled to receive all amounts owed by Client up through the date of termination. GSS shall be entitled to recover from Client all costs, including reasonable attorneys’ fees and any legal assistant fees, incurred in or as a result of any dispute or action (including bankruptcy or probate proceedings) or any appeal of such action related to this Agreement, including in connection with enforcing its rights under this Agreement, regardless of whether litigation is instituted by any Party. The foregoing shall be cumulative of and in addition to, but not restrictive or in lieu of rights and remedies conferred by law or equity. 

  (b) Event of Default by GSS. Upon an Event of Default by GSS under this Agreement, Client may, upon written notice to GSS, terminate this Agreement whereupon GSS shall be entitled to receive all amounts owed by Client up through the date of termination. Client shall be entitled to recover from GSS all costs, including reasonable attorneys’ fees and any legal assistant fees, incurred in or as a result of any dispute or action (including bankruptcy or probate proceedings) or any appeal of such action related to this Agreement, including in connection with enforcing its rights under this Agreement, regardless of whether litigation is instituted by any Party. The foregoing shall be cumulative of and in addition to, but not restrictive or in lieu of rights and remedies conferred by law or equity. 

  (c) Survival. The provisions of this Section 9 shall survive the expiration or termination of this Agreement. 

  10. Termination. Either party shall have the right, in its sole discretion and for any reason, to terminate this Agreement by providing the other Party with ninety (90) days’ prior written notice. 

  11. Miscellaneous. 

  (a) Notices. Except as may be expressly provided otherwise in this Agreement, any notice, demand, request, consent, approval or communication under this Agreement shall be in writing and shall be deemed duly given or made as follows:   (1) Personal Delivery. When delivered personally to GSS or Client, as the case may be, at the addresses of each shown below.

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  (2) Overnight Delivery. On the first (1st) business day after deposit with a reliable overnight courier service, fee prepaid, with receipt of confirmation requested, addressed to GSS or Client, as the case may be, at the addresses of each shown below. 

  (3) US Mail. On the third (3rd) business day after deposit in the U.S. mail, certified mail, return receipt requested, with proper postage prepaid, addressed to GSS or Client, as the case may be, at the addresses of each shown below. 

  (4) Fax. By fax transmission to GSS or Client, as the case may be, at the fax number of each shown below with confirmed receipt of transmission by the close of normal business hours of the recipient, which fax notice shall be followed up with a copy of the notice delivered by one of the other methods permitted under this Section 11. 

  (5) Address and Fax Numbers. Address and fax numbers are as follows: 

To GSS: Ginn Security Services, LLC 

31 Lupi Ct., Suite 210

Palm Coast, FL 32137

Attention: Rick Staly

With a copy to: Ginn Lifestyles Group, LLC

1 Hammock Beach Parkway

Palm Coast, Florida 32137

  Attention: Alton E. Jones

Fax No: (3 86) 246-6610

And: Ginn Development Company, LLC

31 Lupi Court, Suite 120

Palm Coast, Florida 32137

Attention: Charles P. DeMartin

Fax No: (386) 246-5856

To Client: Bella Collina Property Owners 

Association, Inc.

15920 County Road 455

With a copy to: 

(b) Inability to Perform Services. GSS will not be liable for any failure or delay in performing the Services, in whole or in part, where such failure or delay is caused by circumstances beyond GSS’ control, including acts of God, severe weather, fire, terrorism, vandalism or civil riots, war, civil disturbance, court order or any other cause over which GSS does not have direct control. (c) Headings. The use of headings, captions and numbers in this Agreement is solely for the convenience of identifying and indexing the various provisions of this Agreement and shall in no event be considered otherwise in construing or interpreting any provision of this Agreement.

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  (d) Governing Law; Waiver of Jury Trial; Venue of Actions. This Agreement shall be governed by, and shall be construed in accordance with, the laws of the State of Florida. The Parties hereby waive any right they may have under any applicable law to a trial by jury with respect to any suit or legal action which may be commenced by or against the other concerning the interpretation, construction, validity, enforcement or performance of this Agreement or any other agreement or instrument executed in connection with this Agreement. In the event any such suit or legal action is commenced by either Party, the other Party hereby agrees, consents and submits to the personal jurisdiction of the courts in and for the State of Florida, County of Osceola, Flagler or Volusia (the “Florida Courts“), with respect to such suit or legal action, and each Party also hereby consents and submits to and agrees that venue in any such suit or legal action is proper in said Florida Courts, and each Party hereby waives any and all personal rights under applicable law or in equity to object to the jurisdiction and venue in said Florida Courts. Such jurisdiction and venue shall be exclusive of any other jurisdiction and venue.

  (e) Binding Effect. All provisions contained in this Agreement shall be binding on, inure to the benefit of, and be enforceable by, GSS, Client, and the successors and permitted assigns of GSS and Client to the same extent as if each such successor and assign were named as a Party to this Agreement. 

  (f) Non-Waiver. Failure by either Party to complain of any action, non-action or default of the other Party shall not constitute a waiver of the aggrieved Party’s rights under this Agreement. Waiver by either Party of any right for any default of the other Party shall not constitute a waiver of any right for either a subsequent default of the same obligation or for any other default, past, present or future. 

  (g) Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and neither Party has been induced by the other by representations, promises or understandings not expressed in this Agreement, and there are no collateral agreements, stipulations, promises, or understandings whatsoever, in any way touching the subject matter of this instrument, or the instruments referred to in this Agreement that are not expressly contained in this Agreement. 

  (h) Modifications. This Agreement shall not be modified or amended in any respect except by a written agreement executed by GSS and Client in the same manner as this Agreement is executed. 

  (i) Counterparts. This Agreement may be executed in several counterparts, each counterpart being deemed an original, and all counterparts together constituting one and the same instrument. Once signed, any reproduction of this Agreement made by reliable means (for example, photocopy or facsimile) is considered an original.

  (j) Assignment. A Party shall not have the right to assign its rights and obligations under this Agreement, without the other Party’s prior written consent, which consent may be granted or withheld in its sole discretion. 

  (k) Time is of the Essence. TIME SHALL BE OF THE ESSENCE AS TO ALL PROVISIONS OF THIS AGREEMENT.   (I) Severability. If any term, covenant, condition, or provision of this Agreement, or the application thereof to any person or circumstance, shall ever be held to be invalid or unenforceable, then in each such event the remainder of this Agreement or the application of such term, covenant, condition or provision to any person or any other circumstance (other than those as to which has been

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held invalid or unenforceable) shall not be thereby affected, and each term, covenant, condition and provision hereof shall remain valid and enforceable to the fullest extent permitted by law. 

  (m) Authority. The individual executing this Agreement on behalf of each Party is duly authorized to execute this Agreement on behalf of each Party. 

  (n) Survival. The provisions of this Section 11 shall survive the expiration or termination of this Agreement. 

  (o) Limited Recourse. GSS, its parent, affiliates and subsidiaries are separately organized, capitalized, managed and operated. Any claim(s) by any persons or entities that arise as a result of doing business with GSS are solely and exclusively limited to GSS and GSS assets in prosecuting such claim(s).   IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.

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1. Post Orders for Fixed Gate Officers 

a. A complete copy of GSS ‘s Post Order for Bella Collina Property Owners Association Inc. shall be furnished to the Client upon receipt of this Agreement. 

b. Initial Post Orders shall be negotiated and in place by the Effective Date of this Agreement. 

c. these Orders shall be subject to change as negotiated by the Parties. 

2. Post Orders for Rover Patrol Officers 

a. A complete copy of GSS’s Rover Post Orders for Bella Collina Property Owners Association Inc. and associate properties roving Patrol shall be furnished to the Client upon receipt of this Agreement. 

b. Initial Post Orders for Rover Patrol Officers shall be negotiated and in place by the Effective Date of this Agreement. 

c. These Orders shall be subject to change as negotiated by the Parties. 

3. A significant purpose of the Post Orders in paragraphs 1 and 2 is to ensure compliance with all of the rules, regulations, requirements and prohibitions of Client and subsidiary organizations that are part of Client. 

4. GSS shall submit a monthly activity and exception report to Client by the 15111 day of the next month. 

5. A representative of GSS, with sufficient authority to approve changes in Post Orders, shall meet with Client’s Access Control Committee, or such other committee as may be designated, to negotiate changes, as required. 

6. The senior officer of GSS shall meet with Client’s Board of Directors at regular Board Meetings once every 3 months beginning on the Effective Date of this Agreement or more frequently as requested by the board in writing, at least 15 days before the meeting. 

7. GSS shall provide on a quarterly basis a written report on its activities with regard to this Agreement and suggestions for improvement of the quality of life of Client’s members for inclusion in correspondence by Client to its members. 

8. Client shall pay for gasoline used by the Rover Patrol Officers while operating for the direct benefit of Client. GSS shall provide Client with a detailed log of miles driven providing such services to Client. 9. All GSS employees providing services or having duties as set forth in this contract shall meet the requirement set forth in Exhibit B.

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10. GSS agrees that upon request of the Client or the Chair or the Chair’s designee of the Access Control Committee (ACC) it will reassign any of its employees who, in the sole opinion of the Client or the ACC, are not satisfactory. 11. All Officers regularly assigned to the Property shall be full time employees of GSS or have access to the same benefits and programs of full time employees.

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Exhibit B 

SCHEDULE OF ACCESS CONTROL SERVICES 

REQUIREMENTS FOR ALL OFFICERS 

All GSS employees providing services or having duties as set forth in this contract shall: 

1. Possess one of the following: 

a. A high school diploma or GED equivalent and 3 years compatible work experience; 

b. Graduate of accredited college or university with a degree concentration in criminal justices, police science or security administration; 

c. Law enforcement training such as retired or former law enforcement officer in good standing, corrections officer, Federal officer, police academy graduate; 

d. Career military, military elite forces or military police. 

2. Have submitted to a background investigation prior to assignment on the Property, which shall include but not be limited to an FBI fingerprint check, FDLE check, local law enforcement check, out of state records check at places of residence or employment back to age 18, driver’s license check, credit check, prior employment check/verification and personal reference check. 

3. Have submitted to a clinical drug test and be clean of any illegal drugs as well as having no alcohol or substance dependence. 

4. Possess: 

a. Good general health without physical defects, which would interfere with the fulfillment of his or her duties; 

b. Binocular vision correctable with glasses to read all normal correspondence without further magnification; 

c. The ability to discriminate standard colors; 

d. Hearing capability in the normal range; 

e. The ability to stand or walk for extended periods; 

f. The ability to climb stairs; 

g. The ability to read, write and speak English clearly. 

5. Be well groomed and shall not be permitted to smoke while on duty. 

6. In addition to the requirements for all Officers, rover patrol Officers shall have CPR, first aid and AED training and be trained in writing citations and reports. 

Written evidence of any checks required above shall be provided to the Association upon request. 

To the extent permitted by law, GSS shall provide to the Association upon request specific information on the training and education programs furnished an Officer prior to assignment to Bella Collina as well as refresher training programs furnished to/attended by the Officer. 

All basic Officer and site specific training must be completed prior to an Officer being assigned to a duty station on the Property without an experienced Officer already assigned to the Property present or without the Manager/Supervisor present.

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This document is a proposed scope of work to be done in upcoming 2008 budget year. By signing this document you are agreeing to the staffing levels that are listed below. You also confirm the levels that you are requesting for the Ginn Bella Collina POAs for the 2008 fiscal yea;

1.) Provide Officers for 1 main gate 24 hours a day, 7 days a week

2.) Provide Officers for 2 construction gates staffed 12hours a day, 6 days a week

3.) Provide 2 Supervisor/Patrols 24 hours a day, 7 days a week

4.) Provide a Director (Shared)

5.) Provide 2 vehicles

Labor and related expenses $734,422

Automobiles and fuels $ 49,027

Admin & General expense $ 21,171

Uniforms & uniform maintenance $ 20,095

Total Cost $824,714

Florida sales tax $ 57,730

Total Billing $882,444

Once you have agreed and singed this document it will be forwarded to Ginn Security Services, LLC Corporate Office to have a contract generated for your approval.

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2009 MOSQUITO CONTROL AGREEMENT ADDENDUM

In consideration of the mutual covenants contained herein between Southern Mosquito Control Services, Inc. (SMCS), a Florida corporation, and Bella Collina Homeowners Association, Inc. (BCHA), or “the Association,” a Florida corporation, both jointly herein called “Parties,” agree, as of this 1st day of December 2008, by and between SMCS and BCHA, as follows: 

1. Engagement Time and Fee: This agreement shall be effective for a total of 12-months and shall commence the week of March 1, 2009 and end on November 30, 2009 for seasonal spraying. SMCS will perform the services below described during said time, and, as consideration for such services, this contract can be extended at any time prior to the proposed timeframe or extended if required. BCHA will pay to SMCS the total amount of $4,185.00 not including taxes, by monthly payments for each 9-month period. 

Payments will be due on the 15th day of each month commencing on the I st day of April 2009. Payments should be remitted to Southern Mosquito Control Services, Inc. 1732 Timocuan Way Longwood, Florida 32750. All required notifications to BCHA are to be made in writing to Ginn Property Management I 000 Reunion Way, Suite 300 Reunion, Florida 34747, Attn: David Burman. 

Should an extension to the 9-month period of this agreement be deemed mutually desirable by both Parties, it is further agreed that such extension be in monthly increments, as described in writing by BCHA to SMCS, at the $4,185.00 monthly rate, taxes not included, and with the same monthly reductions and reporting requirements that are applicable to the 9-month period. 

2. Service Area: The area upon and over which SMCS will perform the services hereafter described consists of open, outside spaces encompassing the BCHA boundaries as described within the Association documents, including the Bella Collina Clubhouse, parking garages and surrounding roadways. 

3. Scope of Services: SMCS shall perform the following services within the Service Area in a reasonable and professional manner, with due regard given not only to the welfare of the affected population, but also to applicable environmental conditions such as wind and rain, and to other relevant circumstances. SMCS will monitor the mosquito population consistent with state-approved surveillance methods, including, but not limited to utilization of light trap data and landing rate counts. SMCS will utilize ultra low volume spraying to control the adult mosquitoes 

All Material Safety Data Sheets and Specimen Label Sheets identified herein are those supplied to BCHA by SMCS. Any change in materials, equipment and/or directions for their use shall be approved in writing by BCHA prior to implementation.

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3.1 Treatments: Service shall include a program consisting of one ( 1) treatment components: Adulticiding (i.e. Fogging for adult mosquitoes), Adulticiding treatments are to commence the 1st week of March 2009 and continue through November 30, 2009. 

3.1.1. Adulticiding 

a. Service Rate: Once a week. 

b. Service Schedule: Adulticiding of all roadways in the community is to be performed during the evening (at approx. 8:30 pm), during weekday evenings, unless the intensity of mosquito activity, as determined by SMCS, warrants weekend service. 

c. Materials. Equipment & Directions for Use: The materials and equipment used for Adulticiding, and their usage, shall conform to the requirements contained in the following documents prepared for PERMANONE 31-66 by BA YER ENVIRONMENTAL SCIENCE, a Business Group of Bayer CropScience LP, 95 Chestnut Ridge Road, Montvale, NJ: 

1. Material Safety Data Sheet# 000000000124, Version 1.2, and, 

2. Specimen Label Sheet: PERM 31-66-SL-7/01 

3.2 Records: SMCS will keep written records for all monitoring and spraying activities performed within the (9) month program period. Such records, incrementally accumulated or in total, shall be made available to BCHA each month, indicating all services performed. 

3.3 Insurance: SMCS shall maintain $2,000,000 (two million dollars) of liability insurance active during the (9) month program period and, if applicable, for as long as necessary to resolve any related event having occurred within the (9) month period. 

3.4 Response: SMCS is under no obligation to immediately respond to complaints or solicitation calls from other than officers of the BCHA Board of Directors, or their representative, David Burman, of Ginn Property Management. Given the fact that SMCS is a concerned company, SMCS will make every effort to respond to all complaints and address them quickly. In cases of life-threatening emergency, response to calls from any of the latter shall be made within 2-hours of receipt of verbal or written notification. 

4. Representations: The above services will be performed by SMCS for the purpose of reducing the mosquito population within the Association to a reasonable level under the existing circumstances. Due to the unique nature of mosquito control, SMCS cannot represent or warrant that a mosquito problem shall be eliminated in its entirety. 5. Arbitration: Any disputes of disagreements between the parties arising out of or connected with this agreement or the services to be performed hereunder shall be given the utmost priority by SMCS for resolution. If no resolution can be met binding

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arbitration will be conducted pursuant to the rules and regulations of the American Bar Association in accordance with Chapter 682, Florida Statutes, which said rules and regulations are herewith incorporated by reference and made part hereof. 

6. Entire Agreement: This agreement contains the entire agreement between the parties relating to the rights herein granted and the obligations herein assumed. Any oral representations or modifications concerning this instrument shall be of no force and effect excepting a subsequent modification in writing, signed by the party to be charged. 

7. Attorney’s Fees: In the event of any controversy, claim, or dispute between any party hereto arising out of or relating to this agreement of the breach thereof, the prevailing party shall be entitled to recover from the losing party, reasonable expenses, attorney’s fees and related costs.

8. Binding Effect: This agreement shall bind and insure to the benefit of the respective heirs, personal representatives, successors and assigns of the parties hereto. 

9. Governing Law: This agreement and the application and interpretation thereof, shall be governed exclusively by its terms and by laws of the State of Florida. IN WITNESS WHEREOF, the undersigned Southern Mosquito Control Services, Inc. and Bella Collina Homeowners Association, Inc. have caused their names to be hereunto subscribed and attested to and their corporate seals to be hereunto affixed, all by their respective officers duly authorized, as of the date first above set forth.

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December 01, 2006 

David Burman 

Ginn Property Management 

Bella Collina 

1170 Celebration Blvd. 

Suite 102 

Celebration, Florida 34 747 

Dear Mr. Burman; 

I would like to sincerely thank you for the opportunity to provide this revised proposal for the Bella Collina community. As requested we have submitted a proposal for control program that will provide a once a week Adulticiding of the community from April l through October 31, 2007 to maintain a quality way of life for the residents. 

As for any new board members or representatives of the Ginn Company that may not be aware of our company I would like to take this opportunity to introduce them to our organization, Southern Mosquito Control Services, Inc. Our company has been in this business since 1996 and was created to specialize in HOA’s, Gated Communities and Country Clubs giving each the individual attention that is needed to promote a higher quality of life. We currently provide mosquito control to well over 30,000 residents in Orange, Seminole and now Osceola County. 

Given the heightened awareness of mosquito control and the diseases they transmit, this type of service has become a well-accepted selling point that many communities are adding to their community amenities list. Our program is service motivated as we perform our work with the highest level of integrity. We work with our customers and prospects openly, honestly and sincerely. When we say we will do something, we will do it. We pride ourselves on response time as well as absolutely positive results and we demand only the highest level of customer satisfaction. These principles form the cornerstone of Southem’s reputation for integrity, social responsibility, and ethical business practices. This supports our commitment to customer dedication, and with that standard we have developed an unprecedented customer satisfaction history. These can be confirmed through the references that we have provided to you feel free to contact them and inquire into their satisfaction of our services. 

Our equipment is state of the art. Our adulticiding units are electrically driven which provides quality chemical output without the noise of the traditional gasoline powered units. This is one of many features that our customers enjoy … “peace and quiet”. The way we see it, just because you are killing mosquitoes does not mean you have to wake the community up to do so. Given the opportunity, I am sure you will agree with our approach and client satisfaction. Our company currently provides mosquito control to several communities that have been constructed in and/or are being constructed in wooded areas including our most recent addition of Lake Butler Sound in Windermere. These homes are also in wooded areas as yours and are host to a variety of insects, many of which are unbearable if you happen to be outside during the evening hours. Our adulticiding chemicals are effective on a variety of nuisance insects, providing our customers with a pleasant outdoor experience

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Mosquito control can provide a heightened quality of life for a community and makes a profound statement to potential clients, recognizing that the developer is serious about customer satisfaction and the health concerns of the family who have recently purchased a home in their community. Residents can enjoy nightly activities such as a family walk or bike riding and/or just simple yard work, without the nuisance of bugs and mosquitoes bothering them. 

Finally, we have worked with communities that did not realize the significance of such a program, once in place we have been told that the only regret by the community was that they had not implemented the program sooner. If mosquito control is on your agenda for Bella Collina, please grant us this opportunity to prove our ability in the same manner by providing a superior service for your community. I can assure you that you will not find a more professional, concerned company to provide excellence in service to their clients. Southern Mosquito Control sincerely desires the opportunity to provide continued service to your community please afford us this; once again please check our references to verify their satisfaction with our performance. 

It is with our sincere gratitude for the opportunity to submit this information to Bella Collina we hope to be of service to you in the near future. If you have any questions or if you need any additional information regarding our program, please feel free to contact me directly at 407-302-8338 or by pager at 888-945-0920.

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Scope of Program 

Our approach incorporates a four-step program for controlling flying insects for Florida homeowners. If the steps are applied in sequence, control will evolve from a reactive adulticiding (fog truck) program to a proactive program emphasizing flying insect breeding-site reduction and larviciding, to potentially, a minimum pesticide or insecticide-free program designed for your individual community. 

Services 

Interim Chemical Control of Flying Insects 

Without knowing where the flying insects that annoy Florida residents are coming from, it is not possible to control them without ongoing chemical spraying for the adults. Until breeding sources are identified, Southern will adulticide as needed, with the need being determined by requests for service and verified by surveillance. Adulticiding will not be conducted without verifying the nature of the problem and determining the potential success of adulticiding to solve it. 

Southern uses a permethrin adulticide applied with quiet, electrically driven machines that produce a fine spray using ultra low volume (ULV) technology, not a heavy fog. Applications will be made while nuisance-flying insects are flying in search of a blood meal, which is during late evening and early morning. This will prevent the elimination of beneficial insects such as butterflies and bees, which fly during the day. 

Problem Definition 

Adulticiding can provide temporary control but only when applied over a wide area. Since adulticides are not specific for flying insects, and may kill desirable insects, which also fly during late evening and early morning, their use should be limited. To reduce reliance on adulticiding, Southern will survey your community and surrounding areas to identify and map breeding waters that produce flying insects which contribute to the problem in your community. 

Larval Control 

Larviciding: 

Unlike adulticides, larvicides kill only mosquitoes and their application would be limited to aquatic sites proven to produce these insects. The larvicides Southern uses are environmentally friendly and the only larvicides accepted by the Florida Department of Environmental Protection for use in state parks. Larvicides would be applied only to areas proven to produce flying insect pests, proof being the presence of eggs, larvae or pupae. 

In order to further minimize insecticide use, both in adulticides and larvicides. Southern will eliminate as many nuisance insect-breeding sites as possible, otherwise know as Source Reduction. 

Source Reduction: 

Breeding site elimination, as opposed to spraying with larvicides, is another alternative to adulticiding. It can provide a temporary or permanent solution, depending on the nature of the breeding sites, maintenance protocols and design of the program. Source reduction would include something as simple as eliminating a man made container-holding water to coordinating with a stormwater management department concerning a problem within the community.

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Bella Collina 

Proposed Comprehensive Mosquito Control Program 

Implementation of a comprehensive, integrated control program for all of communities. Our program can consist of the following but for the purposes of this contract we will only be implementing the Adulticiding program on a weekly basis, the others items are for informational purposes only of our other services if required for additional control measures: 

Surveillance – Mosquito control begins with surveillance or monitoring and measures the numbers of mosquitoes in an area. We are primarily interested in those that cause problems, either as nuisance or health related. Surveillance provides information on species composition, abundance, gauges control efforts, monitors vector populations, and provides historical perspective. Surveillance is conducted with the following:  

  • Telephone Service Requests: Residents call to request mosquito control services. Their names and addresses recorded on a log kept daily. Additionally, we look beyond a complaint site to locate possible wetlands or breeding sites that may be impacting the area. 
  • Landing rates: Used to monitor adult mosquito activity. Mosquitoes landing on an inspector are counted for 1-3 minutes. 
  • Mechanical traps: Primarily used during the summer months, light traps usually operate overnight, collecting mosquitoes that are sorted by species, and their numbers recorded. This information is useful as it provides a historical record of species collected in various areas of the County, and provides valuable information on the effectiveness of spray operations. 
  • Dip tests: Our technician will sample aquatic habitats for the presence of mosquito larvae during their developmental stages. 

Larvaciding – This part of the program emphasizes the elimination of mosquitoes in the nursery areas. The advantage being that entire “broods” are targeted in the immature stages of development, at the breeding habitat. This prevents the later stage of development, the biting adults. The larvicide’s as a group tend to be more mosquito specific in effect. Ground treatments will be performed as larva is detected in wetlands, low-lying areas and retention ponds. Chemical: Aquabac 200g for ground applications.

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BELLA COLLINA 

Proposed Comprehensive Mosquito Control Program 

Continued 

Adulticiding – While the control of mosquitoes is generally most efficiently accomplished in the immature stages, conditions may necessitate the use of adulticides. Adulticiding is utilized when biting populations reach critical levels, generally when mosquitoes reach public health or nuisance levels. A combination of ground and aerial treatments will be performed after it has been determined by data gathered from our surveillance program (traps, landing counts, and public complaints). This phase of treatment is the most commonly used method of controlling mosquitoes in Florida today and provides the most effective coverage, which dramatically reduces excessive nuisance or vector mosquito populations. Truck spraying to kill adult mosquitoes is an essential part of a mosquito control program, and the part that citizens see most often. Our fog trucks are equipped with quiet, electrically-driven machines using ultra low volume (UL V) technology, spraying a fine mist of concentrated chemical. The treatments will be made during late evening and early morning hours, thus preventing the elimination of beneficial insects such as butterflies and honeybees. Chemical: Perman one 31-66 with a 4% final product. Application rates would be at 9.5 oz. per minute, calibrated @ 10 mph. Minimizing pesticide impact on non-target organisms has always been vital to public acceptance and was incorporated into the goals of the mosquito control community. The present day need to be species specific in the selection and application of pesticides is fundamental to the methodologies we use. Recreation area equipment inspection – Southern can inspect and eliminate any found wasps nests found in, on or around any playground equipment, and seating areas of the park. This service is free of charge and performed during our daylight hours of our larviciding program.

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BELLA COLLINA 

Proposed Comprehensive Mosquito Control Program 

Continued 

Frequency 

For the purpose of this proposal we will plan to fog the entire community East of CR. 455 once a week. Frequency can also depend on the severity of outbreaks and medical alerts (disease). If required due to any of these conditions additional treatments shall be conducted as authorized. 

When we spray: 

Peak mosquito activity is at dusk, with mosquito activity continuing into the evening hours. Our spray trucks usually begin spraying at dusk to coincide with this peak activity, and continue spraying until all areas have been serviced. Spray operations are extended in instances of severe mosquito annoyance, or when mosquito transmitted disease occur. 

When we will not spray: 

Mosquito spraying is not performed those evenings when there are unfavorable climatic conditions; wind conditions exceeding 1 Omph, rain, or temperatures below 57 degrees. Spraying under these conditions kill very few mosquitoes. Spraying is not performed during the day for several reasons; beneficial insects, especially honeybees, are active during the daylight hours, and insecticides sprayed can kill them. Also, citizens are out during the day, and spraying may cause unneeded exposure to the insecticide. Additionally, traffic congestion would make the operation of a spray truck difficult during business hours.

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The objective of Southern Mosquito Control is to provide high quality service at a reasonable fee thus providing the residents of Bella Collina an enhanced quality of living without the concern of mosquitoes affecting their health and well being. Southern would like to present the following proposal your review. To meet our high standards we will incorporate a program, which includes the following: 

Surveillance 

Surveillance to monitor and measure the number of mosquitoes in an area 

Adulticide 

Fog trucks for mosquito and midge control 

Quick and reliable response to customer complaints 

We are centrally and conveniently located to response quickly

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Southern Mosquito Control Services, Inc. 

Price Proposal 

Complete Mosquito Control Program 

For 

Bella Collina 

Southern Mosquito Control Services, Inc. will provide the entire community with treatment applications as requested. To meet our high standards we will incorporate a program which will include a weekly Adulticiding application beginning the first week of April and continuing through the end of October, the main months that mosquitoes are generally most active given the fact that we have cold winters: 

  • Adulticide 

Weekly Adulticiding mosquito and midge control (Fog Truck) 

  • Activity/Application reports 

Provided monthly 

$4,285.00 per month 

(Including State Taxes)

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Southern 

Mosquito Control Services, Inc.

 References 

Ms. Brooke Coniam 

Sentry Management 

407-249-7010 

Ms. Barbara Griffis 

Presidential Group South 

407-682-3355 Ext. 104 

Ms. Rebecca Rollins 

Sentry Management 

407-788-6700 Ext. 331 

Ms. Christie Hederman 

Don Asher 

407-425-4561 

Ms. Michelle Bibeau 

Melrose Management Group 

407-228-4181 Mr. 

Greg Golgowski Harmony 

407-957-7776 

Mr. Dave Torma 

Sentry Management 

407-302-8202 

Mr. Randy Miller 

Sentry Management 

407-654-1500

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SMARTRESORT CO., L.L.C. 

BULK SERVICES AGREEMENT 

FOR 

BELLA COLLINA 

  THIS BULK SERVICES AGREEMENT (this “Agreement“) is made as of _____ 2008, by SMARTRESORT Co., L.L.C., a Mississippi limited liability company d/b/a Beyond Communications (“Service Provider“), and The Bella Collina Property Owner’s Association, Inc., a Florida nonprofit corporation (“Customer”).

 RECITALS 

  A. Customer is a property owners’ association that provides or makes arrangements for amenities for residents within the community described on Exhibit A. known as Bella Collina (the “Property”). 

  B. Customer wants Service Provider to provide, and Service Provider wants to provide, certain telecommunications services to the residents of the Property (collectively, the Residents) and Customer as more particularly provided herein. 

AGREEMENT 

  Customer and Service Provider hereby agree as follows: 

1. Definitions. The following definitions shall apply: 

  “Additional Data Services” means Data Services other than Basic Data Services that may be provided by Service Provider to Residents. 

  “Additional Voice Services” means Voice Services other than Basic Voice Services that may be provided by Service Provider to Residents. 

  “Additional Services” means the Additional Data Services and/or Additional Voice Services that may be provided by Service Provider to Residents. 

  “Agent” shall mean Capitol Infrastructure, LLC, a North Carolina limited liability company, its successors and assigns. 

  “Applicable Laws” means the constitutions, laws and regulations of any local, state or federal governmental body that has jurisdiction over the subject matter of this Agreement.   “Basic Data Services” means those data transmission services provided to Residents by Service Provider as defined in Exhibit B hereto.

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  “Basic Voice Services” means those voice telecommunications services provided to Residents by Service Provider as defined in Exhibit B hereto. 

  “Basic Services” means the Basic Data Services and/or Basic Voice Services that may be provided by Service Provider to Residents as set forth in Exhibit B hereto. 

  “Data Services” means data transmission including but not limited to broadband connectivity with the Internet using Internet protocol (IP) or the equivalent or successor protocol via wired Ethernet and/or wireless (802.11) transmission or other transmission media or protocol for each Resident. For the purposes of this Agreement, Data Services excludes Voice Services, or the equivalent thereof. 

  “Ginn” means Ginn Lifestyles Group, LLC. 

  “Infrastructure Use Rights” means the rights of Service Provider to use cables, conduits and equipment rooms on the Property, pursuant to Service Provider’s agreements with Capitol Infrastructure, LLC, sufficient for the delivery of Services pursuant to this Agreement. 

  “MFU” means multi-family unit. 

  “Residents” means persons residing within the Community in SFUs and MFUs. 

  “Service Level Standards” means those standards set forth in Exhibit D. 

  “Service Provider Facilities” means equipment on or off the Property that is owned, leased or licensed by Service Provider and which is used to provide Services. 

  “Service Provider Non-Employees” means independent contractors, subcontractors, or other non-employees of Service Provider. 

  “SFU” means single-family residential unit. 

  “Voice Services” means local and long distance voice telecommunications services provided to Residents by local exchange carriers (LECs), competitive local exchange carriers (CLECs), or interexchange carriers (IXCs), or by resellers of the same. Local voice services means residential local phone service (dial-tone), custom calling features, voicemail, inside wire maintenance and expanded local calling area for the Property to which the Voice Services are provided and any other Voice Services offered in Service Provider’s product catalog, or any product catalog of its affiliate companies in the state, as of the date of this agreement. Long distance voice service means any calls outside the expanded local calling area described above. Voice Services excludes any data services or Internet connection services except for those using modem connectivity, i.e. “dial-up” type services to access or utilize the Internet (which shall be deemed Voice Services, not Data Services, for purposes of this Agreement.) Voice Services may include voice over internet protocol (VOIP). 2. Provision of Services. During the Term of this Agreement Service Provider shall offer Basic Services to Customer and to each and every Resident on the Property consistent with the terms of this Agreement. Throughout the Term of this Agreement,

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Service Provider shall upgrade, maintain and augment the Basic Services as necessary to ensure that the Services provided within the Property continue to be of equal or better in technical ability, performance quality and customer service levels to comparable services provided by the franchise video provider and local exchange carrier that serve the area in which the Property is located, except that Service Provider shall not be required to provide equal or better services than those provided under introductory offers or short-term or promotional services. 

3. Payment for Services. During the Term of this Agreement, in exchange for the provision of Services to Customer and to each and every Resident on the Property, Customer shall make payment to Service Provider as provided in Exhibit C. Customer acknowledges and agrees that Service Provider billing will begin upon the activation date for provision of Services to a Resident’s residential unit, whether or not such activation date occurs on or after the closing date for a Resident’s residential unit. Residents choosing to receive any Additional Services may be required to sign a customer service agreement, service order, or similar documents with Service Provider. Residents of the Property who subscribe to Additional Services will be charged and billed individually by Service Provider for deposits, installation fees, and monthly subscriptions at Service Provider’s rates that have been approved by Agent and such amounts due for such Services shall be remitted directly by Residents to Service Provider. Service Provider’s bills to Residents who are subscribers must be prompt (issued within thirty (30) days) and accurate. Service Provider shall not execute any agreement with any Resident that permits Service Provider to provide Services at the Property beyond the Term of this Agreement. Service Provider’s obligation to provide the Services to Residents under existing subscriber agreements terminates on the day Service Provider ceases providing the Services to the Property and all other rights and obligations thereunder survive such termination. Customer assumes no liability, obligation or responsibility whatsoever for Additional Services charges contracted for by Residents, and Service Provider’s sole recourse is against the Residents. All billing and collections from Residents for Additional Services will be accomplished by Service Provider. 4. Infonnation about Residents. To the extent legally permissible, and subject to applicable federal, state and local privacy laws, Customer will periodically furnish to Service Provider, upon request, a list of Residents’ names and addresses. Service Provider shall maintain such information as confidential and may use such information solely for the purpose of providing customer support for the Services; provided, however, Service Provider may release Resident data to government or legal authorities pursuant to Applicable Laws. Service Provider may not use such information to offer to Residents any telecommunications services other than the Services. All copies of such data shall be destroyed by Service Provider within the later of thirty (30) days following termination of this Agreement or the last provision of service to Residents pursuant to this Agreement. Service Provider shall certify to Customer that such destntction has occurred.

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5. Maintenance and Quality of Services. 

a. Service Provider may use Service Provider Non-Employees to perform any of its obligations or to act on behalf of Service Provider. Service Provider’s use of any Service Provider Non-Employees does not release Service Provider from any of its liabilities or obligations under this Agreement. Service Provider is responsible for all actions and omissions of Service Provider Non-Employees. 

b. All work to be performed by Service Provider or Service Provider Non-Employees under this Agreement, including Service Provider’s provision of Services, must be performed in a good and workmanlike manner, in accordance with all Applicable Laws, including, without limitation, all building and electrical codes (“Applicable Laws”), and must meet or exceed all applicable industry standards including NFPA (NEC 2002), FCC, and ANSI/TIA/BIA standards (TJA568b, TIA569a, TIA606, TIA 607, and TIA570a). 

c. Service Provider shall provide the Services to Residents in compliance with the Service Level Standards. Each month, to the extent applicable, Service Provider shall furnish to Agent the reports specified in Exhibit D. Service Provider shall maintain adequately skilled and licensed staff to meet or exceed the performance standards and the obligations of Service Provider required by this Agreement. 

d. Without limiting any other obligations, Service Provider, to the extent necessary, will have effective collocation and interconnection agreements and corresponding physical arrangements in place, including the necessary interconnection equipment, programming and connectivity, under Sections 251 and 252 of the Telecommunications Act and otherwise, with the incumbent local exchange carrier (“ILEC”) and any other local exchange or inter-exchange carriers in order to discharge its responsibilities and provide the Services in a fully satisfactory manner. Service Provider is solely responsible to obtain all such necessary contracts and permits, and shall secure, as necessary, rights-of-way to and from the Property and install facilities to and from incumbent providers or other parties providing access tandems, interexchange carrier points-of-presence (“POPs”), Internet service providers (“ISPs”), local end offices and/or to other competitive local exchange carriers (“CLECs”) within the vicinity, and establish 911 facilities. 

e. Service Provider will maintain Service Provider Equipment in good repair at all times so as to maintain Services to the Property consistent with the Service Level Standards. 6. Marketing. Customer grants Service Provider the following rights, subject to Applicable Laws:

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  a. Service Provider may conduct marketing activities from time to time on common areas within the Property only with the prior reasonable consent of Customer. All of Service Provider’s repair and marketing employees and other personnel must register with Customer’s on-site manager prior to performing any marketing or repair activities on the Property. Service Provider’s agents and employees who enter the Property must carry picture identification and any additional identification necessary to show that they are employees or agents of Service Provider. Customer shall allow Service Provider to periodically host events on the Property, at Service Provider’s expense, to introduce the Services to Residents and prospective residents. The number, time, place, and content of all events hosted by Service Provider are subject to reasonable approval by Customer. 

  b. In apartment projects, multifamily units or condominium units Service Provider will be allowed access by Customer to a unit for service and installation calls only with the prior consent of a Resident, or if a Resident is present. From time to time as necessary, the on-site property manager will join Service Provider on its service or installation calls to leased units. 

  c. Service Provider shall provide sales support materials for the Services to Customer’s office so that Customer can market the Services as described herein. Service Provider shall provide to Customer additional copies of the instruction sheet in on-going quantities sufficient to satisfy any on-site requests for the instruction sheets by Residents. 

  d. Customer will provide the following marketing assistance to Service Provider, provided that Service Provider must pay all expenses incurred by Customer: 

  i. Use reasonable efforts to provide Service Provider’s marketing materials to every new Resident within the Property; and 

  ii. Distribute instruction sheets on the Services to the Residents. 

  7. Term and Termination Rights. This Agreement becomes effective on the date first above written (the “Effective Date”) and remains in full force and effect for five (5) years after the date on which Service Provider begins providing services hereunder (“Term”). The Term of this Agreement shall automatically be extended by one year on each anniversary after the effective date hereof, unless sixty (60) days prior to each such anniversary Agent or Ginn gives notice to Service Provider, which notice states that Agent or Ginn elects to have no further extensions occur. This Agreement will automatically terminate upon te11nination of Service Provider’s Infrastructure Use Rights or upon termination by Agent or Ginn, upon default by Service Provider in accordance with Section 10. 

  8. Representations. Warranties. Indemnities. and Covenants of Service Provider. Service Provider represents, warrants, and agrees that:   8.1 Service Provider has full power and authority to enter into this Agreement and has full power and authority and is duly qualified to meet the terms and conditions of this Agreement, and the person signing this Agreement on behalf of Service Provider is authorized to bind Service Provider.

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  8.2 Service Provider is under no obligation to, contractually or otherwise, and may not, unless otherwise permitted or required by law, enter into any agreement that might in any way interfere with the performance of its obligations or the rights of Customer under this Agreement. 

  8.3 Except to the extent caused by the negligence of Customer, its employees, contractors, or agents, Service Provider shall indemnify, defend, protect and hold Customer, Agent, Ginn, the developer(s) of the Property, and their respective officel’S, directors, customers, shareholders, attorneys, affiliates, employees, representatives and agents, harmless from any and all liabilities, judgments, claims, losses, obligations, damages, penalties, actions, or other proceedings, suits. costs, fees, expenses and disbursements, whether by judgment or settlement, (including without limitation reasonable legal fees) (collectively, Claims) arising out of, relating to or resulting from allegations of (a) its design, construction, installation, operntion, maintenance, replacement, repair, or upgrade of the Service Provider Facilities; (b) any repair, replacement, or upgrade of the customer facilities by Service Provider, (c) any negligent or willful act or omission of Service Provider in connection with its provision of Services under this Agreement, or (d) a default by Service Provider under this Agreement. Service Provider shall reimburse Customer within 30 days after demand for the reasonable costs incurred by Customer in repairing any damage to the customer facilities caused by Service Provider, its agents or employees. 

  8.4 Service Provider owns or has licensed use rights over all Intellectual Property Rights related to Service Provider’s provision of the Services. By providing services to the Property, Service Provider provides no actual or implied license to Customer to any or all Intellectual Property Rights except to the extent incident to and necessa1y for the use of the Basic Services or Additional Services by Residents or Customer. 

  8.5 Service Provider shall promptly return the customer facilities and all buildings and improvements on the Property, as well as all surface and underground areas within the Property, that have been altered or affected in any way by virtue of the construction, installation, maintenance, operation, repair, replacement, upgrade, modification, or removal of the Service Provider Facilities, or the maintenance, operation, repair, replacement, upgrade, or modification of the customer facilities, to substantially the same state and condition that existed prior to the work or services, ordinary wear and tear excepted.   8.6 Service Provider or its subcontractors shall obtain and maintain all licenses, contracts, easements and permits necessary for the delivery of the Services, including, without limitation, approvals from the incumbent local exchange carrier to access any demarcation panels and wiring not within the Infrastructure Use Rights.

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  8.7 Service Provider may not cause, suffer, or permit any lien or claim of lien to attach to or encumber the Property, or any portion of the Property, as a result of, or in connection with, the construction, installation, maintenance, operation, upgrade, replacement, modification, or repair of the Service Provider Facilities installed on the Property, or the exercise of any right or privilege of Service Provider under this Agreement. If any lien is filed against the Property by anyone claiming through any Service Provider, Service Provider Non-Employees, or their respective affiliates, agents, or representatives, Service Provider shall cause the lien to be removed or bonded around to Customer’s satisfaction within thirty (30) days after demand by Customer.

  9. Representations. Warranties. Indemnities. and Covenants of Customer. Customer represents, warrants, and agrees that: 

  9.1 Customer has full power and authority to enter into this Agreement and to meet the terms and conditions of this Agreement and the person signing this Agreement on behalf of Customer is authorized to bind Customer. 

  9.2 Customer hereby acknowledges that Customer (and not Residents) will be responsible for collection of payment from Residents and for remittance of payment to Service Provider pursuant to the terms of this Agreement. Failure by any Resident to make payments to Customer shall not reduce the amount of payment to be made by Customer to Service Provider as set forth in Exhibit C. 

10. Default and Remedies. 

  10.1 An “Event of Default” exists under this Agreement upon the occurrence of any of the following events: 

  a. If Customer or Service Provider fails to meet or perform any material term, provision, covenant, agreement, or obligation contained in this Agreement and then does not cure such failure within thirty (30) days (or such other time period specified in this Agreement) after receiving notice from the other party that reasonably details such breach (“Breach Notice”) to the party that is claimed to have failed to meet or perform any material term, provision, covenant, agreement, or obligation contained in this Agreement (the “Breaching Party”).

  b. lf Service Provider becomes a debtor in a bankruptcy proceeding or similar action that is not permanently dismissed or discharged within sixty (60) days (for voluntary proceedings) or one hundred twenty (120) days (for involuntary proceedings). 

  c. If Service Provider becomes insolvent. 

  10.2 If an Event of Default occurs as described in subsections 10.1.a through c above, the non-defaulting party may:   a. Terminate this Agreement without penalty or fee by giving thirty (30) days’ notice to the defaulting party within 180 days of the Event of Default; and

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  b. Bring an action against the defaulting party for damages within one hundred eighty (180) days of the Event of Default. 

If after one hundred eighty ( 180) days after an Event of Default, the non-defaulting party has not exercised its rights as listed in subsections 10.2.a. and b. above, and the defaulting party has provided a cure for the Event of Default, this Agreement shall continue in full force and effect as though no Event of Default had occurred. 

  10.3 Except in connection with the indemnities under this Agreement for third party claims, neither party may collect or make a claim for, and each party waives the right to collect or make a claim for, any special, incidental, exemplary, consequential, or punitive damages from the other party. 

  10.4 Dispute Resolution. 

  a. Dispute Notice. If the Breaching Party contests the validity of the Breach Notice, this section shall govern any such contest. The Breaching Party must contest the validity of the Breach Notice within ten (10) business days after 1·eceipt of the Breach Notice by providing written notice to Claimant regarding its intent to contest the Breach Notice (the “Dispute Notice”). No more than ten (10) business days after the Dispute Notice is received by Claimant, representatives of the Breaching Party and Claimant shall meet at a mutually agreeable location to seek to resolve the dispute regarding the Breach. The representatives shall work diligently and in good faith for a period of up to five (5) business days after receipt of the Dispute Notice to seek agreement upon a resolution of the asserted Breach (the “Breach Resolution”). The Breach Resolution shall include a specific cure period for resolution of the asserted Breach (“Resolution Period”). 

  b. Resolution Period. If the Parties develop a Breach Resolution, Claimant shall not, as to the subject matter of such Breach Resolution, exercise its rights granted under this section prior to expiration of the Resolution Period. The failure on the part of a Breaching Party to cure the Breach within the Resolution Period shall be deemed an Event of Default. If the Breaching Party effectuates a cure to the Breach within the Resolution Period, such prior asserted noncompliance shall not be deemed an Event of Default. 

  c. Failure to Develop Breach Resolution. If the representatives do not develop a Breach Resolution within five (5) business days after Claimant’s receipt of the Dispute Notice and the Breaching Party has not cured the Breach within the period set forth in Section 10.4(b), then Claimant may provide notice to Breaching Party that Claimant considers Bl’eaching Party to have committed an Event of Default and the rights and remedies provided in this section shall be available to Claimant. 

  d. Acknowledgment of Cure. Following the Breaching Party’s proper cure of a Breach, Claimant shall upon written request deliver to the Breaching Party a written notice acknowledging that such cure has been adequately effectuated.   e. Dispute Regarding Effective Cure. Expedited Dispute Resolution shall be utilized for the purpose of resolving any dispute as to whether a cure has been effectuated in accordance with the applicable Breach Resolution.

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  f. Arbitration. Unless otherwise subject to Expedited Dispute Resolution or any other dispute mechanism set forth herein, all claims or disputes arising among the parties and relating to this Agreement or the breach, termination or validity the1·eof shall be settled by binding arbitration in accordance with the then-current n1les for arbitration of the American Arbitration Association (“AAA”). There shall be a single neutral arbitrator selected in accordance with such rules. The arbitration process shall be governed by the Federal Arbitration Act. The place of the arbitration shall be the location of the Property, and the arbitrator shall apply the substantive law of the State of Florida, exclusive of its choice of law rules, in deciding the dispute. The arbitrator shall have authority to award provisional relief. The final award of the arbitrator may include compensatory damages, not including pre-award interest, and specific relief limited to requiring the parties to comply with the provisions of this Agreement. The arbitrator is not empowered to award exemplary or punitive damages and each party hereby waives any right to recover such damages with respect to any dispute resolved by arbitration. The arbitrator is empowered to award reasonable attorneys’ fees in addition to the costs of arbitration. The arbitrator’s award may be confirmed and judgment entered thereon in accordance with the governing arbitration law specified above. Any claim of a party hereunder shall be time barred unless arbitration with respect to such claim is commenced within the time frame for the applicable statute of limitations.   g. Expedited Dispute Resolution. Notwithstanding the other provisions of Section 10, either Party may seek to resolve a dispute under this Agreement utilizing Expedited Dispute Resolution. Under Expedited Dispute Resolution, “Day One” shall be deemed to be either the day a Party gives written notice of a dispute or objection, or a request for Expedited Dispute Resolution, regarding a matter to which Expedited Dispute Resolution applies under this Agreement (“DR Notice“). For purposes of this Section, the DR Notice must be in writing and provided by means of same-day delivery, such delivery subject to confirmation, including hand delivery of written notice, telecopy, or electronic mail, with a duplicate original sent by overnight delivery. The DR Notice shall specify the issues in dispute and the outcome desired by the Party giving such notice (“Noticing Party“). The Parties, after receipt of the DR Notice, shall negotiate in good faith for five (5) business days in an attempt to resolve the dispute (“Initial Period“). During the Initial Period, and at the same time the negotiations described in the preceding sentence are taking place, (1) the Noticing Party shall file a request (“Request for Arbitration“) with AAA to appoint an arbitrator with expertise in communications-related issues (“Arbitrator“), and (2) each Party to the dispute will appoint all expert with knowledge of the subject matter of the dispute (“Party Experts“). The Request for Arbitration shall include a copy of this Section and a statement directing the Arbitrator to conduct the proceedings and render a decision consistent herewith. If the dispute is not resolved within the Initial Period, the Party Experts shall thereafter for a second five (5) business day period commencing immediately upon conclusion of the Initial Period (“Second Period“) meet and (1) negotiate in good faith in an attempt to develop a consensual resolution, and (2) develop a position acceptable to each such Party as to the appropriate final resolution of the dispute (“Final Position“). If the dispute is still unresolved after the Second Period, the Parties will, within five (5) business days after the conclusion of the Second Period, submit their Final Positions in writing, with a written statement of reasons, to the Arbitrator and to all other Parties (“Submission“). The Arbitrator will then be required to render a final decision, with reasons stated, within fifteen (15) business days of the date of receipt of all Parties’ Submissions (or within fifteen ( 15) business days after appointment of the Arbitrator if such appointment is not in place at the date for submittal of the Submissions

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despite all Parties’ good faith efforts and for reasons outside the Parties’ control, in which case the Parties shall diligently and in good faith seek the appointment of the Arbitrator as soon as possible) (“Arbitration Period”). Failure to submit a Submission within the required time shall be deemed a waiver of such Party’s right to submit a Submission, unless a late submittal is expressly permitted by all other Parties to the dispute. The Arbitrator will be directed to select one of the Parties’ Final Positions without change. The Arbitrator’s decision will be final and binding upon the Parties. Any arbitration decision shall include a written statement of the reasons. The Arbitrator may, in his or her discretion, convene one (1) hearing, on no less than five (5) business days written notice, such hearing not to exceed one (1) day in length; provided that the convening of such a hearing shall not extend the time period that the Arbitrator has to render a final decision. Availability of discovery shall be only at the discretion of the Arbitrator. Any request for discovery shall be made at the time of submittal of the Submissions, with reasons stated. The presumption shall be against the allowance of discovery unless the Arbitrator determines that discovery is materially necessary to a just resolution of the dispute. Unless otherwise stated or modified, all other applicable rules of the AAA shall apply. The Arbitrator may award costs, including attorney’s fees, incurred in pursuing such Expedited Dispute Resolution in his or her discretion. 

11. No Joint Venture. The relationship of Customer and Service Provider is that of independent contractors and neither Customer nor Service Provider, nor their agents or employees, will be deemed to be the employees or agents of the other; nor may Customer or Service Provider bind the other, transact any business in the other’s name, or in its behalf, in any manner or form, make any promise or representation, or incur any liability, direct or indirect, contingent or fixed, for or on behalf of the other. 

12. Rules and Regulations. Service Provider shall comply with all security rules and regulations with respect to the Property or the management thereof as may be established from time to time by Customer or its duly authorized agent, so long as Service Provider is provided with reasonable prior written notice thereof. 

13. Successors and Assigns. This Agreement is binding upon and inures to the benefit of Customer and Service Provider and their respective successors and assigns. Customer will have no liability for any obligations arising under this Agreement after any sale, conveyance, assignment or transfer of this Agreement if proper notice is delivered and documented to all the parties involved in the transfer or assignment and the transferee agrees to be bound by the terms hereof. The assigning party shall notify the other party of any assignment, and provide written evidence of the assignment, within thirty (30) days after the assignment. 14. Cooperation on Transfer of Services. For up to ninety (90) days after the expiration or any earlier termination of this Agreement, Service Provider shall cooperate with Customer and its new provider to enable the new provider to commence providing the Services to Residents and Customer with a minimum of interruption and disruption. During such period as Service Provider shall continue to provide services to Property after the expiration or any earlier termination of this Agreeinent, Customer shall continue to pay fees on a monthly basis to Service Provider as per the fee structure in effect immediately prior to the expiration or any earlier termination of this Agreement. The parties agree that such cooperation is for the benefit of Residents. Without limiting the foregoing, Service Provider and any of its respective agents,

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subcontractors, or affiliates shall allow Customer or Agent, or any person or entity designated by Agent, access to all information in Service Provider’s possession or control necessary for Agent or a new provider to operate and maintain the Infrastructure and to effectuate a smooth transition from Service Provider to such new provider. Service Provider shall also cooperate in facilitating to the extent necessary the reassignment of the prefix used to identify Residents to a new local exchange carrier. Such a transition to the extent necessary will also include ensuring provision to a new provider if necessary of ported numbers from other exchanges and the local routing number (“LRN”) for subscribers that reside within the Property. To the extent possible, the parties will cooperate to take all steps to reassign the entire NPA-NNX code assigned to Residents to the new provider. The parties agree that such transition is in the best interests of Residents and their need to have unimpeded telephone service. In those cases when moving the entire NPA-NNX code is not possible, then Number Portability will be utilized. Number changes will only be considered as a last choice. In addition, the parties will work cooperatively to facilitate the record transfer to the new provider, including but not limited to, number and cable pair assignments, billing and feature records, class-of-service assignments, 911 records, PIC codes and other information to allow as seamless a transition as possible. Upon tennination of this Agreement, Customer shall have an option to lease the head end equipment of Service Provider on commercially reasonable terms to be established in good faith. 

15. Use and Protection of Proprietaiy Names. Neither party may use the proprietary names or marks of the other except as specifically provided in writing by the Customer of the names and each party shall use commercially reasonable efforts to protect all materials or information designated as proprietary by the other party. 

16. Force Majeure. Neither Service Provider nor Customer assumes any responsibility for, nor has any liability for, any interruption of service to the Property arising from acts of God, action of any govenunental agency regulating the Services, labor dispute, civil insurrection, vandalism or other acts beyond Service Provider’s or Customer’s control. Neither party is liable nor in default for any delay or failure of perfonnance resulting directly from anything beyond the control of the non-performing party, such as acts of God; acts of civil or military authority; acts of a public enemy; war; hurricanes, tornadoes, stonns, earthquakes or floods; terrorism, fires or explosions; governmental regulation; or strikes, or lockouts. 

17. Notice. All notices, demands, approvals, requests, or other communications required or pennitted hereunder must be in writing and, unless personal delivery is effected earlier, will be deemed delivered: 

  a. Three (3) business days after deposit in the United States Mail, postage prepaid, registered or certified mail, return receipt requested, prior to 3:00 p.m., EST, on a business day; 

  b. One ( 1) business day after delivery to any nationally-recognized overnight delivery service prior to 3:00 p.m., EST, on a business day for prepaid delivery on the next business day;   c. On the bttsiness day sent, if sent by facsimile prior to 3:00 p.m., EST, and the sending facsimile generates a written confirmation of sending (with a confirming copy being sent by one of the other specified methods); or

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  d. On the business day sent, if sent by e-mail prior to 3:00 p.m., EST (with a confirming copy being sent by one of the other specified methods).

 In each case addressed as follows: 

To Service Provider: SMARTRESORT CO., LLC d/b/a BEYOND
COMMUNICATIONS
1240 Commerce Drive, Suite A
Gulf Shores, AL 36547
Attention: Harold R. Bailes
Telephone: 919-454-4176
Facsimile:__________
E-mail:__________

To Customer: The Bella Collina Property Owners’ Association, Inc.
1 Hammock Beach Parkway
Palm Coast, FL 32137
Attention:_________
Telephone:_________
Facsimile:_________
E-mail:_________

With notice to: Capitol Infrastructure, LLC
111 Corning Road, Suite 250
Cary, NC 27518
Attention: Legal Department
Telephone: 919-674-0036

With a copies to: Ginn Lifestyles Group, LLC
1 Hammock Beach Parkway
Palm Coast, FL 32137
Attention: Alton E. Jones
Facsimile: 386-246-5825 

Ginn Lifestyles Group, LLC
1 Hammock Beach Parkway
Palm Coast, FL 32137
Attention: Charles DeMartin, Esq.
Legal Department
Facsimile: 386-246-5825 Either party may designate a different place or places for notice by delivering notice to the other party in accordance with this Section. The term “business day” means any weekday that is not a day banks are closed in the state where the Property is located.

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18. Applicable Law and Severability. This Agreement is subject to, governed by, and interpreted according to the laws of the State where the Property is located, without reference to its choice of law provisions, and any applicable federal laws. If any provision of this Agreement, or the application of the provision to any person or circumstance, is held invalid by a court of competent jurisdiction, the remainder of this Agreement, or the application of the provision to persons or circumstances other than those to which it is held invalid by the court, is not affected thereby. 

19. Agent: Third Party Beneficiaries. Capitol Infrastructure, LLC is the exclusive agent of and representative of Customer for all matters related to Customer under this Agreement. Capitol Infrastructure, LLC shall have the exclusive right to negotiate all amendments, modifications or other changes to the terms and conditions of this Agreement and any exhibits or attachments hereto, provided that Customer or Ginn has first approved such amendments, modifications or other changes to the terms and conditions prior to execution of any Amendment or other agreement by Agent. Capitol Infrastructure, LLC and Ginn are both an express third party beneficiary of all of the obligations of Service Provider. Capitol Infrastructure, LLC and/or Ginn shall have the right to enforce any rights of Customer under this Agreement and/or any obligations of Service Provider under this Agreement, as it may be amended or modified from time to time. 

20. Entire Agreement. Waiver. and Amendment. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There are no warranties or representations except as expressly provided in this Agreement. This Agreement supersedes all prior agreements between Customer and Service Provider concerning the subject matter hereof. No failure or delay by a party to exercise any right it may have by reason of the default of the other party operates as a waiver of default and any waiver is effective only if in writing. A party’s specific waiver is not a waiver by that party of any earlier, concurrent, or later breach or default. This Agreement may not be modified or amended except by a written instrument signed by Customer and Service Provider. 

21. Rule of Construction. Customer and Service Provider and each of their respective counsel have reviewed and approved this Agreement. Accordingly, the normal rule of construction that any ambiguities are to be resolved against the drafting party will not be applied in the interpretation of this Agreement or any of the Exhibits hereto and this Agreement is deemed to have been prepared jointly by the parties. 

22. Legal Fees. In any legal proceeding to enforce or interpret the terms of this Agreement, the prevailing party may recover from the other party, in addition to other relief, all costs and expenses, including, without limitation, reasonable legal fees and court costs, incurred by the prevailing party. 23. Multiple Counterparts and Facsimile Signatures. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together constitute one and the same agreement. This Agreement may be executed by facsimile, and a facsimile signature will be treated like an original signature.

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24. Exhibits. All exhibits attached to this Agreement are incorporated into and made a part of this Agreement for all purposes. 

25. Agency. Agent is Customer’s sole representative and contact for management and execution of this Agreement. 

[Signatures on following page]

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Customer and Service Provider have executed this Agreement as of the date and year first above written. 

Customer: 

The Bella Collina Property Owner’s
Association, Inc.,
a Florida non-profit corporation
By:_________
Name:________
Its: ________

Or, if the following has been designated Customer’s Agent: 

By Customer’s Agent, Capitol Infrastructure, LLC 

By: _________ 

Its: __________

Service provider

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EXHIBIT A TO BULK SERVICES AGREEMENT 

LEGAL DESCRIPTION OF THE PROPERTY 

All of Bella Collina Plat recorded in Plat Book 51, Pages 31 through 49, inclusive, the Bella Collina East Plat recorded in Plat Book 53, Pages 95 through 98, inclusive, and the Bella Collina West Plat recorded in Plat Book 54, Pages 01 through 19, inclusive, all of the Public Records of Lake County, Florida.

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DESCRIPTION OF BASIC DATA SERVICES 

BASIC DATA SERVICES shall consist of the following services to be delivered to each and every Resident and Business Resident and to Customer on the Property: 

INTERNET 

1. Service Provider shall provide Internet Service to I00% of the MFUs and SFUs on the Property in a Bulk Service format. Services to SFUs will be delivered via an Ethemet-based solution, and Services to MFUs will be delivered via a combination of (i) fiber from the outside to the demarcation point within the building and (ii) CAT-5 copper-wire solution from the demarcation point to the individual units. 

  1.1 Bulk Services. Bulk Services consist of the following: 

  a. Service Pmvider shall at all times deliver to each unit download speeds capable of up to 15 Mbps and upload speeds capable of 3 Mbps, burstable. 

  b. E-mail services (including 5 e-mail addresses), with up to 10 Mb of stornge space, for each unit. 

  Intranet and Host Website. Service Provider will host a web site and allocate a 100 MB of disk capacity to support to support a community wide intranet for the community property owners’ association (POA), which web site can remotely be accessed remotely via password by the POA designed web developer for uploads of content. POA shall be responsible for all equipment, operation, content and other costs and expenses of the community wide intranet. Service Provider will maintain periodic back-ups of the server software and web content and will provide contact information so that the POA may coordinate access to the system by the POA’s designated web developer or by Agent. Service Provider may also provide web development services for which Service Provider may charge reasonable fees. POA shall be responsible for content on the system but such content may not violate Service Provider’s standard use policies. 

  1.2 Capacity Management. 

  a. Service Provider shall use whatever data circuits are necessary to provide the Bulk Services.   b. Service Pmvider shall use simple network management protocol (SNMP), or another mutually approved measurement standard, to poll every data circuit serving the Property (from the Service Provider Facilities on the Property to Service Provider’s DPOP. SNMP measurements must be recorded every 30 seconds (i.e., 2,880 times a day) to determine what percentage of the total amount of data available from each data circuit is being utilized at that time. The resulting 2,880 utilization percentage measurements are stored and graphed as

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individual data points and a trend line is created. The “saturation value” is the average of the 144 highest utilization percentage measures generated during the busiest 5% of the day. 

  c. Once all units are activated for Bulk Internet Services, Service Provider must order additional date circuits to service the Property when the saturation value hits 90% for the tenth time during any 30 day period. 

  1.3 DSL Modem and In-Unit Router Responsibility. Service Provider may require that each Resident execute a subscriber agreement accepting responsibility for any DSL modems and/or In-Unit Router or Switch provided by Service Provider or Capitol Infrastructure, Inc. within Resident’s unit. Each Resident is responsible for the return to Service Provider of any modems or routers/switches provided by Service Provider. Customer has no liability to Service Provider for any modems or routers/switches not returned to Service Provider by Residents. 

2. Premium Services. Service Provider may offer bandwidth to Residents in excess of the bandwidth then specified under Section 1 above (Premium Services). 

  2.1 Service Provider agrees to enable Residents and Business Residents to have such dial-up or alternative Internet capability as IFP may request from time to time that are comparable to services that may be offered by alternative service providers in the vicinity of the Property and at such charges as Service Provider shall reasonably provide to similarly situated customers. 

3. Service Provider Facilities. Circuit. and Services. The Service Provider Facilities, Circuit, and Service Provider’s provision of Services must: 

  3.1 Provide for DHCP enrollment of Residents and Customer without the need for any additional software on a Resident’s or Customer’s computer beyond an industry-standard browser client. 

  3.2 Use login and authentication, and capture, match, and maintain a database of basic Resident information including, but not limited to, full name, phone number, email address, address including bed, unit, and building number, and MAC address of each Resident’s computer. 

  3.3 Monitor, and manage bandwidth at the user level for multiple classes of service to ensure meeting the requirements specified in this Agreement and equal access to bandwidth for all users.   3.4 Monitor, and manage by Layer 3 controls applied to applications and specific users, traffic associated with peer-to-peer applications used to connect subscribers to sites outside the network to ensure equal bandwidth access and a reasonable level of bandwidth for all users. Access should be managed and limited, not completely blocked. (The parties acknowledge that due to the polymorphic nature of UDP-based file sharing programs, Customer understands that controlling usage based on TCP port numbers is not 100% effective.)

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  3.5 Be capable of providing IP addresses for, and simultaneous management of, a minimum of 1.5 (one and one-half) times the total number of users to minimize or prevent apparent speed degradation and to ensure of quality of service (i.e., prevent service disruptions) associated with users obtaining IP addresses on the network. 

  3.6 Work with industry-standard routers, switches and access points that may be embedded in Service Provider’s electronics. 

4. Service Provider shall provide separate, secured Internet access at head-end equipment in the form of a separate, secured port on Service Provider’s/Capitol Infrastructure, Inc.’s core Property router. Service Provider shall also provide, at no charge to Customer, at least 6 static IP addresses for use by Customer. Service Provider shall not be responsible for connecting Internet access to Customer’s network, supporting Customer’s network, or for guarantee of Internet access speeds or uptime to Customer’s network. 

5. Service Provider will periodically offer increases in the minimum broadband access speeds and throughputs and associated rates so as to ensure that the service provided is competitive with that provided by residential or business broadband Internet services offered by other Internet service providers in the vicinity of the Property. 6. Wired and Wireless Internet Capacity shall be made available at no additional charge to serve the Complex Manager, interior common areas within the Property and exterior common areas within the Property (wireless only). Wireless equipment necessary for such coverage shall be a part of Capitol Infrastructure, Inc.’s Infrastructure. Service Provider shall not be responsible to guarantee wireless coverage in common area

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EXHIBIT C

BULK BILLING

1. BASIC SERVICES.

1.1 Bulk Services Fee. For the Basic Services set forth in Exhibit B (commencing on the date Basic Services begin to be provided to Residents) and for the Simplikate Services set forth in Exhibit E, Customer shall pay the following aggregate Bulk Services Fee:

A monthly Bulk Services Fee calculated by multiplying $134.95 (the Individual Unit Rate for Bulk Services) times the total number of Residents at the Property for which Basic Services are delivered. This Bulk Services Fee includes $50 as an Infrastructure Use fee and $84.95 for the Basic Services set forth in Exhibit B and the Simplikate Services set forth in Exhibit E.

Billing shall be prorated on a per 30-day basis for each first time new installation performed during the preceding month.

Notwithstanding the foregoing, the total applicable rate for all Bulk Services combined (excluding the Infrastructure Use fee) shall in the aggregate always be at least ten percent (10%) less than the total combined rates for comparable services offered by the relevant incumbent local exchange and franchise video provider.

1.2 The Bulk Services Fee does not include federal, state, and local taxes, franchise fees, and other regulatory charges imposed on the Bulk Services as of the Effective Date nor any late fees applicable to late payments by Customer of the Bulk Services Fee. Customer is responsible for these and any newly enacted taxes, franchise fees, and other charges (except those based on Service Provider’s net income) imposed by governmental authorities on the provision of the Bulk Services after the Effective Date, in which case Customer shall be billed for such taxes, fees or other charges. Customer acknowledges that Resident may be subject to and billed for reasonable initiation of service fees (installation charges), taxes, franchise fees and other regulatory fees charged by Service Providers, upon the initiation of and for the provision of Bulk Services to Residents.

1.3 Customer acknowledges that the prevailing retail prices upon which the monthly amount is based may be subject to change from time to time after Agreement Year 1 and Service Provider will give Agent and Customer notice of any rate adjustments by May 31 of each year to be effective from August 1 through July 31 of the immediately following year. Upward rate adjustments can be no more than the applicable cost of living index. Service Provider acknowledges that at all times, retail prices for the Basic Services it provides shall remain below that of any local cable television company or local telephone exchange company or local security company for equivalent service.

2. Bulk Billing Procedures. Service Provider will include all Bulk Service Fees billable to Customer in an invoice rendered to Agent, which will be rendered no less frequently than monthly. By the end of each month, Agent will consolidate all invoices received from all Service Providers providing Basic Services to Customer and render one aggregate summary report to Customer for the Bulk Services Fee for that month. Service Provider invoices will reflect the name and address of each Resident receiving

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Services, the date of service activation, the Service Fee (prorated if necessary, and inclusive of all applicable tax, franchise and regulatory fees, and any other fees applicable to the Services) for each Resident, and an extended and grand total of the monies owed for Services rendered by Service Provider under its agreement with the Customer. Billing shall be prorated on a per 30-day basis for each first time new installation performed during the preceding month. Service Provider will bill the Residents directly (and receive payment from such members directly) for any applicable installation or activation charges or any charges for Additional Services not provided through this Bulk Services Agreement. Service Provider will ensure that all billings, whether sent by Service Provider to Agent or directly by Service Provider to the Residents, are sufficiently detailed and in all respects comply with truth-in-billing rules of the Federal Communication Commission or applicable state regulatory authorities.

3. Additional Services for Residents. Service Provider will bill each Resident separately and directly for all Additional Services provided to such Resident that are not included in the Bulk Services Agreement. Each bill to such Resident will include instructions for such party to remit payment directly to Service Provider or its designee, by or on a date of the month designated by Service Provider or its designee following the month in which the billed charges were incurred. Service Provider shall be responsible to ensure that the billings will be sufficiently detailed to comply with all applicable laws and rules including, without limitation, truth-in-billing rules of the FCC or applicable state regulatory authority. The Customer acknowledges that Service Provider or its designee has the right to commence any and all collection actions available to it under applicable law.

4. Payment by the Customer to Agent. Within ten (10) business days after the Customer’s receipt of a summary report invoice from Agent for Services, the Customer will pay all amounts on such summary report to Agent, which shall serve as a clearinghouse agent for Customer and Service Provider. Customer will provide a copy of the summary report invoice to Agent with such payment. Customer’s payment to Agent shall not be contingent on the Customer’s collection of Service fees or dues from its members. The Customer acknowledges that Agent and Service Provider have the right to commence any and all collection actions available to them under applicable law.

5. Payment by Agent to Service Provider. Within ten (10) business days after receipt of the Customer’s payment in Section 4, Agent will pay Service Provider the amount set forth on the Service Provider’s invoice for Bulk Service Fees together with any late fees owed to Service Provider by the Customer under the Bulk Services Agreement and paid to Agent by the Customer, less any amount due by Service Provider for payment to Agent for use of the Infrastructure by Service Provider.

6. Retention by Agent. Out of the amounts payable to Agent pursuant to Section 5 above, Agent shall retain such amounts as are due to it from Service Provider pursuant to the agreement between Service Provider and Agent for use of the Infrastructure by Service Provider.

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EXIHIBIT D TO BULK SERVICES AGREEMENT

SERVICE LEVEL STANDARDS

Service Provider shall be obligated to comply with the Service Level Standards set forth below:

SUMMARY OF PERFORMANCE CRITERIA AND PERFORMANCE STANDARDS FOR VOICE AND DATA SERVICES

The following constitute the service and support standards for Service Provider’s provision of the Services to Residents and Customer. If any standard below is less stringent than the comparable standard offered by the Local Exchange Carrier or the Franchise Cable Provider, then the standard shall be that of the Local Exchange Carrier or the Franchise Cable Provider, whichever is more applicable.

1. Availability of Services at the Property. Availability of Services is calculated by dividing the average number of seconds that the Services are available at the Property by the total number of seconds in each calendar quarter and multiplying by 100. Specifically excluded from the Services availability calculation are (a) regularly scheduled maintenance windows or ad hoc maintenance windows scheduled and announced by Service Provider at least 24 hours in advance, not to exceed 8 hours per month without Customer’s prior approval, not to be unreasonably withheld or delayed, and (b) outages caused by force majeure that are identified pursuant to the Master Agreement. All maintenance work must be performed during off-peak hours. Off-peak hours will be mutually determined by Customer and Service Provider based upon Residents’ usage, i.e., when it is determined that the least amount of Residents will be affected with respect to both Internet and intranet access.

VOICE SERVICES will be available at the Property 99.9% of the time each calendar quarter.
DATA SERVICES will be available at the Property 99.9% of the time each calendar quarter.

2. Resident Service Order Commitment Dates Timely Met. A Service Order is an order from Customer or a Resident to Service Provider requesting Premium Services or to make a change in existing Services. Service Provider shall contact Customer or Resident to schedule a Service Order install or change within 48 hours after receipt of the Service Order (Sundays, and Holidays excepted), and complete all Service Provider work associated with the Service order install or change within 48 hours after receipt of the Service Order (Service Order Commitment Date) unless the affected Resident requests an appointment outside the cure period. Hollidays mean: New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, Day after Thanksgiving, Christmas Day, Martin Luther King Day, President’s Day, and Veteran’s Day.

The percentage of Service Order Commitment Dates timely met is calculated by dividing the total number of Service Orders timely met within the time requirements by the total number of Service Orders completed in each calendar quarter and multiplying by 100.

Service Provider shall achieve at least 90% Service Order Commitment Dates timely met per calendar quarter.

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3. Trouble Reports Cured Timely. The term Trouble Report means any service related report made by Customer or a Resident relating to the Services, Service Provider Facilities, or Circuit, but excludes operator error and problems with Customer owned or Resident owned equipment. The term Minor Service Problem means a service problem (other than an Outage or Building Outage) that affects one or more individual units. An Outage is defined as the loss of Services at the Central Communications Room for the entire Property. A Major Service Problem means a loss of Services that affects one or more entire multi-unit buildings or 10 or more individual single-unit buildings at the Property.

The percentage of Trouble Reports cured timely is related to the number of Trouble Reports resolved within the following windows:

A. Trouble Reports involving a Minor Service Problem received by Service Provider will be responded to by the next business day. Service Provider will cure any Minor Service Problem within 48 hours after responding to the Trouble Report.

B. Service Provider must respond to Trouble Reports involving an Outage within 8 hours of receiving a Trouble Report and any Major Service Problem within 24 hours of receiving a Trouble Report, regardless of the day of week or Holiday. Service Provider will cure any Outage within 24 hours after responding to any Trouble Report of an Outage, and Service Provider will cure any Major Service Problem within 24 hours after responding any Trouble Report of a Major Service Problem.

The percentage of Trouble Reports cured timely is calculated by dividing the total number of Trouble Reports within a calendar quarter that are cured by Service Provider within the time windows set forth above by the total number of Trouble Reports received by Service Provider in the calendar quarter, and multiplying by 100. Specifically excluded from the Trouble Reports cured timely calculation are outages caused by force majeure.

Service Provider shall achieve at least 90% Trouble Reports cured timely per calendar quarter.

4. Resident Hold Time. Resident Hold Time is based upon the number of Resident calls in a calendar quarter in which the Resident is left on hold for less than 5 minutes before the call is answered by a live call center representative. The percentage of Resident Hold Time less than 5 minutes is calculated by dividing the number of Resident calls to Service Provider during a calendar quarter in which the Resident is put on hold for less than 5 minutes by the total number of Resident calls to Service Provider per calendar quarter and multiplying by 100.

Service Provider shall make available to Agent, Residents, and Customer the telephone number to Service Provider’s call center and shall notify Agent, Residents, and Customer prior to changing the telephone number.

Service Provider shall achieve at least 90% of Resident Hold Time less than 5 minutes per calendar quarter.

5. Virus Protection/Denial of Service Attacks. Service Provider shall maintain the Internet network in accordance with this Agreement during outside or inside virus attacks and shall maintain a “plan of action” for the management of virus and denial of service attacks and recovery therefrom.

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Service Provider may disconnect Services to individual Residents whose computers are infected with viruses until the Residents demonstrate to Service Provider’s reasonable satisfaction that the viruses have been eliminated. If a Resident is disconnected from Services due to virus-related issues on more than one occasion, Service Provider may charge the Resident a reactivation fee.

6. SPAM Management. Service Provider shall maintain the Internet network so as to employ a SPAM management system to minimize SPAM traffic. Service Provider may block any SPAM traffic originating from the Property and report the offending Resident to Customer and Agent. Service Provider may disconnect Services to Residents who repeatedly distribute SPAM traffic until the Residents demonstrate to Service Provider’s reasonable satisfaction that the activity has ceased. If a Resident is disconnected from Services for distributing SPAM on more than one occasion, Service Provider may charge the Resident a reactivation fee.

7. Bandwidth.

A. Service Provider will be responsible for issues of latency (as the term is generally defined in the industry) and will use best efforts to minimize latencies through the use of properly designed networks and routes to ensure that minimum hops are maintained.

B. The Service Provider Facilities must utilize a two port router to provide Services to Customer’s office. Service Provider shall use rate shaping to ensure that the Services do not suffer because of peer to peer traffic.

C. Customer is responsible for the leasing office network beyond Service Provider’s router port.

8. Reports. Service Provider shall utilize measurement and monitoring tools and procedures reasonably required to measure and report on Service Provider’s compliance with the applicable performance standards. Such measurement and monitoring tools shall permit reporting at a level of detail sufficient to verify compliance with the performance standards. Service Provider also shall maintain records listing:

A. The date and time of any Trouble Report;

B. The name and contact information of the person placing a Trouble Report;

C. The nature of the complaint or concern;

D. The action taken by Service Provider in response thereto;

E. The results of the action taken.

F. If a Service Order was entered, the date and time of any Service Order, the date and time when the Service Order is expected to be completed, and the actual time and results of the resolution;

Service Provider will make the performance standard reports and call records available for inspection by Customer or a representative of Customer or Agent or a representative of Agent at

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any time during regular business hours, or, at Customer’s or Agent’s request, by transmitting the reports and call records to Customer and Agent via email or facsimile. Service Provider shall make available to Customer or Customer’s representative and to Agent or Agent’s representative, upon request by Customer or Agent, on a real-time basis, network and property statistics with regard to bandwidth being delivered, router CPU utilization and if requested loading by switch port.

9. Resident Shut-Off. Service Provider shall provide, upon request by Customer or Agent, notification to Customer and Agent of each Resident that has had its Service disabled.

10. Compliance. Service Provider reserves the right to ensure compliance with its posted Acceptable Use Policy which can be found on the Service Provider Internet site and which may be adjusted from time to time.

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EXHIBIT E TO BULK SERVICES AGREEMENT

SIMPLIKA TE END USER LICENSE AND SERVICE

(attached)

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This Master techcierge™ SMART Building Communication Software Agreement (this “Agreement”) is made and entered into as of this_____ day of_________ , 2008 (“Effective Date”) by and between the Bella Collina Property Owner’s Association, Inc. (the “Customer”) for the property known as Bella Collina (the “Property”), and Simplikate Systems LLC a Delaware Limited Liability Company (“Simplikate”), headquartered at 2950 N 281 h Terrace, Hollywood, FL 33020.

WITNESSETH:

WHEREAS, Customer wishes Simplikate to provide certain concierge and smart building software to the Units and common areas of the Property, and Simplikate wishes to provide such services pursuant to the terms of this Agreement,

NOW, THEREFORE ,in consideration of the mutual covenants and premises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,

1. RECITALS. The foregoing recitals are true and correct and are incorporated herein by reference.

2. WARRANTIES AND REPRESENTATIONS.

a. Customer warrants and represents that it has the full power and authority to enter into and perform this Agreement. Customer further represents that this Agreement does not conflict with or violate any similar instrument, document or obligation of Customer, with respect to the delivery or distribution of the Software (as defined below) to the Property.

b. Simplikate warrants and represents that it is the legal owner or licensee of all Software (as defined below) and patent or proprietary rights required for it to perform hereunder, and that no person or entity (including governmental entities) has within three (3) years immediately preceding the date of this Agreement asserted or threatened any intellectual property-related or other clams or actions against Simplikate concerning the Software or services provided hereunder. Simplikate warrants and represents that it is authorized to enter into this Agreement and that the signatory below has authorization to execute this Agreement.

3. RIGHT TO PROVIDE SERVICE: Customer grants to Simplikate for the Term (as hereinafter defined) of this Agreement an exclusive right to provide the Concierge and SMART BUILDING communication software as set forth in Exhibit “A”, attached hereto and made a part hereof by this reference (the “Software”), which Software may be amended from time to time to the extent such Software is provided within the Property and to the residents of the Units. The Software, associated services and required system components are referred to as the (“Services”) or (“System”), applicable.

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simplikate DUTIES

b. Integrate the resident database from the management company’s (chosen by the Association) resident accounting system to automatically update the Software system with real time, accurate unit owner data, provided the accounting system is TCP/IP based so it can connect to the software securely over the internet via SSL.

c. Provide an on line Resident Orientation manual for each resident to download or obtain from the manager via download.

6. ACCESS TO PREMISES: Notwithstanding any other provision of this Agreement to the contrary, Customer shall provide Simplikate full access to the Common Elements, as defined by the Condominium Documents, during normal business hours and during times of outages including but not limited to the rooftops, pathways, shafts, risers, raceways, conduits, television closets, service areas, utility connections, entries into and through the Property and to the Property’s interior telecommunications wiring and cabling. Customer may, in its reasonable discretion, limit access to the Property.

7. ACCESS TO SYSTEM: Simplikate shall make the features of the Software, Services and System available to Customer and to all residents who have access to the internet and sufficient equipment to run Internet Explorer 6.0 or higher. Customer shall provide a sufficient network for residents to access Simpllkate’s server over the internet or instruct residents on how to obtain internet access from local or national providers. Internet access is the sole responsibility of the resident or Association If it maintains its own network. Network outages are the sole

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8. TERM: This Agreement shall continue from the Effective Date and terminate on the fifth anniversary of the effective date (“Initial Term”). Thereafter, this Agreement shall renew and continue to renew for successive terms of one year (each a “Renewal Term”) unless either Party notifies the other Party in writing of its intent not to renew the Agreement at least 60 days prior to the expiration of the Initial Term or then-current Renewal Term.

9. OTHER SOFTWARE: During the term of this Agreement, Customer will take all reasonable measures to ensure that no other software systems use Simplikate code without Simplikate’s consent and negotiated fee for sub-licensing to any third party. Customer agrees not to directly or Indirectly show the software to any party interested in developing a similar or competing product or reverse engineering of the software. Customer warrants they will not reverse engineer the software, as lt would result in monetary damages to Slmplikate.

10. INDEMNIFICATION: Each Party (the “Indemnitor”) shall defend, indemnify, and hold harmless the other Party, and its affiliates, officers, directors, shareholders, employees, representatives, agents, successors and assigns (together the “Indemnified Party”) from and against any and all damages, losses, claims, actions, complaints, and expenses (Including reasonable attorney’s fees) collectively (“Losses”) incurred by or Imposed upon the Indemnified Party by reason or as a result of any violation or breach by the Indemnitor of any warranties, representations, covenants, or terms and conditions set forth in this Agreement. The indemnity obligations of Indemnitor shall survive any termination of this Agreement.

11. CONTENT INDEMNIFICATION: Customer acknowledges and agrees that Simplikate provides software for inter-community communication only. Customer assumes all responsibility for the accuracy and/or legality of the information loaded into and transmitted through the system. Customer must secure all access to any computers and passwords that allow a user to enter data into the system. Customer agrees to defend, indemnify and hold Simplikate harmless for any and all losses sustained by customer and arising out of any data loaded into the system with respect to, but not limited to defamation, invasion of privacy, infringement or misappropriation of intellectual property. Slmpllkate agrees to defend, indemnify and hold Customer harmless for all claims related to any data entered into the Software or System by Simplikate, or claims that Simplikate’s Software, Services or System infringe or misappropriate the intellectual property of a third party.

12. OWNERSHIP OF RESIDENT DATA: Association owns the owner information loaded into the System and maintained by the property manager. If the Association changes property management companies, Slmplikate shall provide a one time, comma delimited flat file transfer of data from the previous management company’s accounting database to the new management company’s accounting database for a one-time fee of three thousand five hundred dollars ($3,500), if requested by the Association. The Concierge and SMART BUILDING communication software will operate and integrate with property management accounting software that uses industry standard ODBC or similar database protocols over TCP/IP networks. The resident database included In Exhibit A is a stand alone complete resident database and may function Independently from any property management accounting software if desired by the Customer.

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Termination and default

a) Either Party, in addition to whatever other remedies it may have at law or otherwise, may elect to terminate this Agreement upon thirty (30) days written notice to the other and will be relieved of any liabilities or obligations hereunder (except for such liabilities or obligations that accrued prior to the date of termination) upon the occurrence of an Event of Default by the other, as discussed in paragraph (b), or the occurrence of an event pursuant to paragraphs (c) or (d).

b) The following events shall constitute an Event of Default:

i) If any representation of duties made by Simplikate upon execution of this Agreement or during the term of this Agreement shall be untrue in any material respect;

ii) Either of the Parties make any assignment for the benefit of creditors;

iii) Either of the Parties files a petition for adjudication as a bankrupt, or for reorganization or an arrangement under the provision of any bankruptcy law;

iv) An involuntary petition under the provisions of any bankruptcy law is filed against either of the Parties, and such involuntary petition is not dismissed within thirty (30) days thereafter;

v) Simplikate defaults in its performance of any other obligation under this Agreement and fails to remedy such default within ten (10) days after receipt of written notice from the non-defaulting party.

c) Simplikate shall provide state of the art Software and supporting system. In the event that the Customer Identifies another Software or supporting system that offers new or existing features it may request that Simplikate upgrade its Software or system to provide those new or existing features. Simplikate shall have thirty (30) days to demonstrate that it can provide the identified or similar new or existing features at the same or lower price. If Simplikate cannot provide the identified or similar new or existing features at an equal or lower price within the ninety-day period, Customer may, at their respective options and sole discretion, enter into an agreement with the vendor of the other software or supporting system capable of providing the new or existing features not provided by Simplikate, and the exclusivity provisions of Section 3 shall not apply to such software or supporting system, and Simplikate shall work in good faith to integrate the software or supporting system into the Simplikate Software and System at a fee of $125/hour based on a bid accepted by Customer in writing in advance of any integration work. Simplikate shall have no other remedy under this paragraph.

d) In addition to whatever other remedies Customer may have at law or otherwise, in the event of an Event of Default by Simplikate, upon-termination Customer may replace Simplikate with another provider. In the event of such a replacement, Simplikate will provide a one time flat file of the raw database to the new provider at no cost or provide Customer with a stand alone version of the software for the Customer’s use.

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14. ASSIGNMENT: Either Customer or Simplikate may assign or transfer their rights and obligations under this Agreement without the prior consent of, but with notice to, the other. Any such assignment shall not release the obligations under this Agreement to the extent such obligations are assumed (by operation of law or otherwise) by the assignee or transferee, provided, however, that once Customer Ratifies this Agreement as set forth herein, Customer will be deemed to be fully released from any obligations hereunder, and shall no longer be a Party to this Agreement.

15. INSURANCE: For mutual protection, Simplikate agrees to maintain Commercial General Liability Insurance of not less than $1,000,000 per occurrence and $2,000,000 general aggregate. All such policies shall be written by an insurer authorized to do business in the State of Florida, and shall provide a thirty (30) day notice of material change or cancellation to Customer. The Customer shall be named as additional insured.

16. INTERNET CONDITIONS: Customer acknowledges it is aware that the internet (and/or any network) can experience minor disruptions that can cause occasional loss of access to the system. Furthermore, Customer acknowledges that occasional bugs, incompatible hosts, computer viruses and hacking may occur and cause system disruption despite Simplikate’s use of best practice security measures and coding. Association agrees these type of disruptions shall not constitute a breach of the duties of Simplikate, provided that Simplikate takes reasonable steps to use antivirus and similar software to minimize disruption from its servers. Significant or repeated disruptions, or disruptions over long periods shall constitute an event of default.

17. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

17.1. DISCLOSURE AND USE RESTRICTIONS: Any Confidential Information disclosed pursuant to this Agreement shall be retained in confidence by the Party receiving the Confidential Information (the “Recipient”), disclosed only to employees of the Recipient with a need to know, and used solely for the purposes of carrying out the Recipient’s responsibilities under this Agreement. The Recipient shall use the same degree of care as it uses to protect its own confidential information of a similar nature, but no less than reasonable care, to prevent the unauthorized use, dissemination or publication of the Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean any business, marketing, technical, scientific or other information disclosed by either Party which, at the time of disclosure, is designated as confidential (or like designation}, is disclosed in circumstances of confidence, or would be understood by the Parties, exercising reasonable business judgment, to be confidential. Confidential Information shall include, without limitation, the Software, Services and System provided by Simplikate and the Customer information and owner information loaded into the System.

17.2. RETURN OF CONFIDENTIAL INFORMATION: Upon the request of the other Party, the Recipient shall (i} immediately return all Confidential Information and copies thereof; or (ii) immediately destroy such Confidential Information and all copies thereof, and certify their destruction to the other Party. The Recipient’s legal counsel may retain a single copy of Confidential Information for archival purposes only to provide a record of disclosure.

17.3. EXEMPTING PROVISIONS: Restrictions on use and disclosure set forth in this Agreement shall not apply to the extent that the use or disclosure of Confidential Information:

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(a) was previously known by the Recipient;
(b) is lawfully in the public domain, other than through a breach of this Agreement;
(c) was disclosed to the Recipient by a third party without any restrictions on its use or disclosure, provided the third party is not, to the Recipient’s knowledge, itself in breach of any obligations of confidence with respect to such information;
(d) is independently developed by the Recipient; or
(e) is compelled by law, provided the Recipient provides the other Party with prompt notice of any efforts to compel disclosure and reasonably co-operates with such other Party’s lawful attempts to prevent disclosure or to obtain a protective order.

17.4. PROPRIETARY RIGHTS: Both Parties and their respective suppliers (as applicable) shall retain all right, title and interest in and to their own Confidential Information. No license of any patent, copyright or any other right in respect of the Confidential Information is granted to the Recipient under this Agreement by implication, estoppal or otherwise except for the express rights granted herein.

17.5. TERM & DURATION: The Recipient shall maintain the confidentiality of any Confidential Information received pursuant to this Agreement for a period of five (5) years following the Effective Date of this Agreement.

18. BINDING AGREEMENT: This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto, and their respective successors and assigns. This Agreement contains all of the terms and conditions agreed upon by the Parties. This Agreement may not be modified or changed except by written instrument signed by each of the Parties hereto. If this Agreement is assigned, all the required equipment, rights and responsibilities will be transferred as one.

19. WAIVER: Either Party’s waiver of the other party’s performance under this Agreement shall (i) be effective only if such waiver is granted in writing by the waiving Party and (ii) be presumed to apply solely to the specific instance Identified in such writing.

20. CHOICE OF LAW: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to the principles of conflicts of laws thereunder. In addition, the Parties agree that the appropriate venue of any claims arising under this Agreement will be the state or federal court having competent jurisdiction over the matter located in Broward County, Florida.

21. SEVERABILITY: Whenever possible, each provision of this Agreement will be interpreted in such a manner so as to be effective and valid under applicable laws of the state of Florida. However, if any provision of this Agreement shall be prohibited by, or Invalid under, applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, and shall not invalidate the remainder of this Agreement.

22. ATTORNEY’S FEES: In the event arbitration or other legal action is brought to enforce or interpret any part of this Agreement. or the rights or obligation of any party to this Agreement, the prevailing party shall be entitled to recover their attorney’s fees and costs, including any incurred upon any appeals to be assessed by the arbitrator or appropriate Court.

23. FORCE MAJEURE: In the performance of any of the obligations under this Agreement are interfered with for any reason or any circumstances beyond the reasonable control of the parties,

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including, but not limited to, inclement weather, earthquake, hurricane, windstorm, flood, fire, explosion, power failure, power surge, acts of God, war, terrorism, civil commotion, or requirement of any government or legal body, or requirement of any representative of any such government or legal body, labor unrest, including but not limited to, strikes, slowdowns, picketing or boycotts, then the Parties shall be excused from performance on a day-by-day basis to the extent of such interference, provided that Simplikate has not unreasonably delayed installation or repair of the Software or associated system.

24. DISPUTE RESOLUTION: The Parties shall attempt to resolve all disputes through meetings between senior officers at each Party. All disputes not resolvable among senior officers under this Agreement shall be submitted to and settled by arbitration in accorda nee with the rules of the American Arbitration Association. The Parties shall appoint a mutually agreeable arbitrator reasonably familiar with web services systems. The arbitrator shall apply applicable federal laws and regulations and the laws of the State of Florida, without regard to its choice of law principles. The decision of the arbitrator shall be binding and conclusive on all Parties involved, and judgment upon their decision may be entered in a court of competent jurisdiction. The prevailing Party in any such arbitration shall be entitled to collect from the non-prevailing Party all costs of the arbitration, including reasonable attorneys’ fees.

25. NOTICES: All notices, requests, demands, consents and other communications that are required to be or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if sent by facsimile, courier, registered or certified mail (postage prepaid), overnight delivery or in person to a Party’s address stated at the end of this Agreement. Such notice shall be effective (a) if sent by facsimile, when confirmation of transmission is received, or (b) otherwise, upon actual receipt or rejection by the intended recipient. Either Party may change its address by giving notice to the other Party in accordance with this Section.

26. ENTIRE AGREEMENT: This Agreement and the attached Exhibits constitutes the entire agreement between the Parties, however, each of the Parties shall use its best efforts and shall execute such further instruments as may be necessary or appropriate to effectuate the transactions contemplated by this Agreement.

27. There will be at least one (1) person employed by Simplikate to provide any maintenance services which may be specified herein. Any such services wlll be provided as necessary and as set out in this Agreement. The Customer has no financial or ownership interest in Simplikate. The parties hereto acknowledge and agree that this Agreement complies with Section 718.3025, Florida Statutes.

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As to Simplikate: S
implikate Systems LLC
2950 N 28th Terrace
Hollywood, FL 33020
Attn: Anthony Kalliche, General Counsel


_________________________
Tushar Patel, CEO

_________________________
Date

As to Customer:

Bella Collina Property Owner’s Association, Inc.
1 Hammock Beach Parkway
Palm Coast, FL 32137

________________________
Name:
Title:

__________________________
Date

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EXHIBIT “A”

techcierge™ SMART BUILDING/PROPERTY MANAGEMENT System.

All Modules below are synced so they update each other in real
time automatically. No double-entry of data is required.

1. Unlimited Software User Licenses
a. Residents
b. Property Manager plus Staff
c. Outside vendors via web log in

Benefit: Unlike many software systems, techcierge ™ allows for as many users as your building requires. Whether it be more staff or more people living in the building there is never any additional charge for the amount of people who can access the system.

2. Set Up and Customization
a. Overall SMART BUILDING design consulting
b. Sales Center Demonstration Site setup

Benefit: techcierge ™ will be designed to fit with the aesthetics of your sales and marketing for your building. Along with design, the exact feature set will be determined to deliver the best and most useful product possible for your residence.

3. Secure Web based, open standard, PC Access system and database accessible from the Internet and/or over a private network.
a. Compatible with any web based device with a browser.
b. Requires no software to be loaded on the device itself other than a browser
c. Easy to access and use ( just like a browsing a website or using “Google”.
d. Compatible with all major touchpanels and devices with web browsers that residents may choose to upgrade within their unit or receive from developer.
e. Maximum flexibility for Association to customize over time
f. Code base automatically updated remotely for life of the contract to optimize code and remain state of the art.

Benefit: techcierge™ allows access to the system from any IP enabled device. You can access valet, as well as all the other features from your laptop, palm pilot, web touch panel and even your phone. In addition, techcierge ™ allows this level of access from any where in the world at anytime.

4. Role Based multi- layer user security access

a. PIN management module to allow each resident to use a 4 digit PIN to authenticate their access and requests to the system. Differentiates

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between which actual resident ( not the unit Itself) requested the service. Unlimited PINs and users per residents with associated preferences for each user e.g Parental Control, Restricted vehicle use etc.
b. Usage and Licensing document management to indemnify association from improper resident usage of the system
c. Authentication to official owner records by syncing to deed info in certified TCP/IP based accounting system of property management company.
d. Each staff member has their own log in that identifies and tracks their privileges in the system so resident’s private information is available only to the Manager, yet selectively available only to authorized staff if they need the info to service the resident.
e. Resident Phone number Privacy Protection so no resident’s phone numbers are displayed to “higher turnover” positions like front desk or valet. The system has a button for each resident labeled “home phone”, “cell phone” etc. The button hides the actual number from view, but makes the call and connects to the number automatically.

Benefit: techcierge™ allows for multiple users within the same residence. This allows for each individual to be able to access the system with their own sat of preferences. Mom and Dad may have access to all the cars for valet while this feature might be disabled for the children. Packages for Mom may be sent to the concierge while packages for Dad get sent up to the unit.

5. GuesWisitor Security Tracking System (Access Control Database)
a. Maintains access privileges for residents to authorize guests and visitors.
b. Guest authorization system to remotely manage guest’s lists on any web enabled PC running IE 6 or higher from anywhere via internet.
c. Front Desk Module to display official owner’s list, identify all current occupants of a unit, one time visitors, long term guests, pets, associated vehicles, renters etc.
d. Gatehouse module that syncs to the front desk and can be updated by Resident from the web using their PIN for expected visitors and guests.
e. Photo tracking database to display and archive photos of residents, guests and pets.
f. Private Digital Guest Registry to autocapture guest’s digital signatures and archive them in the unit they are visiting. Keeps subsequent guests or others from “snooping” as to who came to see whom and when. Time stamp is automatic to save time and maintain accuracy.
g. Key designation to identify access privileges (e.g. allow to have key or allow to access cars from valet) with individual residents.
h. Contractor screening and badge printing system to identify and track authorized service providers for the building.
i. Bridge the access control database with the working database of the Condoplex system

Benefit: techcierga™ allows the residence to access and participate with the GuasWisitor list from anywhere in the world. Residence may add or delete guests at anytime; activate and deactivate key fabs; see who has bean to

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between which actual resident ( not the unit Itself) requested the service. Unlimited PINs and users per residents with associated preferences for each user e.g Parental Control, Restricted vehicle use etc.
b. Usage and Licensing document management to indemnify association from improper resident usage of the system
c. Authentication to official owner records by syncing to deed info in certified TCP/IP based accounting system of property management company.
d. Each staff member has their own log in that identifies and tracks their privileges in the system so resident’s private information is available only to the Manager, yet selectively available only to authorized staff if they need the info to service the resident.
e. Resident Phone number Privacy Protection so no resident’s phone numbers are displayed to “higher turnover” positions like front desk or valet. The system has a button for each resident labeled “home phone”, “cell phone” etc. The button hides the actual number from view, but makes the call and connects to the number automatically.

Benefit: techcierge™ allows for multiple users within the same residence. This allows for each individual to be able to access the system with their own sat of preferences. Mom and Dad may have access to all the cars for valet while this feature might be disabled for the children. Packages for Mom may be sent to the concierge while packages for Dad get sent up to the unit.

5. GuesWisitor Security Tracking System (Access Control Database)
a. Maintains access privileges for residents to authorize guests and visitors.
b. Guest authorization system to remotely manage guest’s lists on any web enabled PC running IE 6 or higher from anywhere via internet.
c. Front Desk Module to display official owner’s list, identify all current occupants of a unit, one time visitors, long term guests, pets, associated vehicles, renters etc.
d. Gatehouse module that syncs to the front desk and can be updated by Resident from the web using their PIN for expected visitors and guests.
e. Photo tracking database to display and archive photos of residents, guests and pets.
f. Private Digital Guest Registry to autocapture guest’s digital signatures and archive them in the unit they are visiting. Keeps subsequent guests or others from “snooping” as to who came to see whom and when. Time stamp is automatic to save time and maintain accuracy.
g. Key designation to identify access privileges (e.g. allow to have key or allow to access cars from valet) with individual residents.
h. Contractor screening and badge printing system to identify and track authorized service providers for the building.
i. Bridge the access control database with the working database of the Condoplex system

Benefit: techcierga™ allows the residence to access and participate with the GuasWisitor list from anywhere in the world. Residence may add or delete guests at anytime; activate and deactivate key fabs; see who has bean to

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the unit and when all without having to go the front desk or management office.

6. Valet Communication System
a. Automatically displays vehicles associated with that resident on the internet or touchpanel for the resident to request the vehicle immediately or schedule for another time.
b. Valet software to alert valets in real time when requests are made to the system
c. Scripting to sync valet system to resident database for preferences/privileges for each driver.
d. Residents may request their car by PC or touchpanel (if purchased) to retrieve their car by advanced schedule or in real time.
e. Guest ticket management system
f. Service Request Management System
g. Log Report to measure response effectiveness of valets

Benefit: The techcierge ™ valet module manages each vehicle, owner, parking space, authorized drivers, washing preferences, guest tickets and scheduled times for delivery. It also includes a real time interface for a live camera feed from the porte cochere.

7. Delivery Management System
a. Package scanner automatically scans bar codes from USPS, FedEX, UPS and OHL into the database for that unit owner or staff member.
b. Package alerts automatically notify each recipient by playing the sound ” You have a new package0 on their PC or touchpanel as soon as the package is scanned.
c. lntercommunity package tracking and transfer system to identify where a package is located or who moved it from one place to another including their signature and time stamp.
d. Permanent archive to look up history for any time period or residence.

Benefit: The techcierge TM delivery management module allows instant communication when a delivery is received in the receiving room or front desk to the resident’s panel, PC or cellphone. Bar code package scanners allow for quicker input of packages and tracking numbers while digital signature pads record signatures of recipients.

8. Resident Database and Document Management System to store and manage every aspect of “who”, “what” and “when” with respect to residents, staff, visitors and assets of the association:
a. Comprehensive database to store and manage Owner of Record, Occupants, Guests, Cars and Pets.
b. Security access control database to store FAB, SMART CARD, TRANSPONDER access control serial numbers to each unit.
c. Numbers of residents are kept private, so staff only clicks” cell phone” and the system dials via modem and headset connected to PC.

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Benefit: techcierge TM a/lows for a single point of entry for all resident data. Upon move in, a resident will only have to provide their information once and techcierge TM will automatically share the relevant data with other building systems.

9. Amenity Reservation System
a. Community calendar to view available elevator dates and times for reservation and/or internal management
b. Two-way Request confirmation system
c. Archive and log to view history or verify who confirmed what and when.

Benefit: The techcierge ™ personal amenities module allows residence to browse and reserve amenities with a full time onsite personal amenities provider or seamless integration with a 3rd party personal amenities provider or even a group of individual providers.

10. Concierge/Amenity System
a. Request system for amenities such as SPA, massage, reservations etc. linked from each unit owners access web page to Concierge’s PC.
b. Feedback messaging system for Service Provider and/or concierge to confirm appointments or reservations.
c. Calendar of events system for concierge to communicate events and activities to developers via email, web, lobby kiosk or IP Phone d. System for uploading and maintaining local dining guide with PDF of every menu.

Benefit: The techcierge TM concierge module allows the concierge and each resident to communicate privately through the system. A typical sequence may be the resident scheduling a car for transport to the airport at a certain time or requesting dinner reservations.

11. Automatic Resident Registration System
a. System will automatically generate a code e.g. “djf04328rd” that will print as part of a mailing label for each resident.
b. The manager will print the label and attach to any pertinent mailing or Post Card.
c. The Post Card describes the benefit of the site; The Post card will automatically include the logo of the community if it is on file.
d. Resident receives post card with code + URL of the site. They enter the code and it asks them for their email address and “choose PIN”; they are now registered.
e. Every time the manager prints labels, ONLY those that haven’t registered get a code on the label. If the label for “Post Card ONLY” is chosen, only non-registered addresses with codes print.
f. When a new owner becomes “official” in the system, a post card label is auto generated and the manager is given a reminder to print and send the label. If an email address is on file for the new owner, an email is sent to them with their code and a hyperlink embedded in the email to autoregister.

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g. Over time, all mailings should include the code and URL to maximize registration. If an owner forgets their PIN, the system can automatically email it them.

Benefit: techcierge ™ will automatically create login for residents to access the system for the first time. In conjunction with the management, techcierge™ will notify residents by mail of their unique login so they can begin interacting with the system.

12. Web Based Resident/Board Access to system:
a. Monthly Budget reports
b. Board Minutes
c. Management Reports
d. Request Work Orders

Benefit: techcierge ™ provides access and for residents and board members to Board minutes, work orders, budgets and building reports from anywhere in the world at anytime.

13. Custom Buyer Database with unit details
a. Allows buyers to “play with SMART system while they wait for construction of building.
b. Allows developer to manage contacts and milestone dates via reminder and communication software
c. Accessible to buyer on the day they close and their unit info is entered into the system.
d. Automatically updates master database when resident closes.

Benefit: From the day the resident closes on his unit they will gain access to techcierge TM for their units allowing them time to learn the system as well as populate the information such a cars, preference etc.

14. Inter Community Communication and Alert System to allow manager to instantly communicate with residents and vice:
a. Email blast system
b. Auto letter and Avery label output

Benefit: techcierge ™ allows for building wide email blast from management to the residents as well as the ability for residence to contact the management from anywhere in the world.

15. Community Database and Document Management System to store and manage every aspect of “who”, “what” and “when” with respect to staff and assets of the association( Requires CommunityConnect™ management software ):
a. Comprehensive database to store and manage Work Orders, Insurance, Contractors, Permits, Violations, Maintenance Fee, % Ownership, History, Letters, Emails etc. for each unit
b. Archive to store permanent record of every activity associated with every unit.

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c. Document storage and retrieval system to store association docs, policies, warranties etc.
d. Reminder system to alert association when policies expire or system requires service.
e. Work Order creation and tracking system for common areas or individual units.
f. Communication Log tracker to place all call notes, emails and letters associated with a unit in one permanent, easily accessible folder in the system automatically.

Benefit: techcierge ™ allows for all the day to day activity and interaction between management and residents to take place via the system. Residents can access work orders, violations, permit files etc anytime from any computer in the world.

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EXHIBIT “B”

OPTIONAL Hardware Add-Ons for Residents

techcierge ™ Home Automation Optional Hardware Add Ons. Requires optional hardware and custom installation. In some cases, additional in unit pre-drywall wiring may be required:

i. Audio/Video Command Center Module
– The AN command module consolidates all remote controls into one colorful touchscreen command center. A single button press can sequentially activate the sound, picture, lighting, curtains, temperature and even a “do not disturb” message to the front desk.

ii. Multi-room, multi
-component distributed audio system control module -A distributed audio system allows the resident to select audio from multiple sources such as a CD player, computer or even XM radio and select the rooms that they wish to hear it. A CD can be playing in the main room while the radio is playing in the master bedroom simultaneously. All selections and routing can be accessed and controlled wirelessly from the panel.

iii. Multi-room, multi component distributed video control module
– A distributed video system allows the resident to select video from multiple sources such as a DVD player, cable/satellite, TiVo or a media center and play them on any TV in the home. A DVD can be playing in the main room while a show from your Tivo is playing in the kitchen all from the same set of components centrally located .. All selections and routing can be accessed and controlled wirelessly from the panel.

iv. Multi-room climate control module
– The climate control module allows a resident to access and change the climate in each room of their home individually from a single point, wirelessly from the panel and even over the Internet

v. Scene based multi-room lighting control module
– The lighting control module allows the resident to adjust the lighting in each room via a wireless tablet. The system also allows for scene based lighting that can change a room’s “mood” or an entire home full of lights at the touch of a button wirelessly from the panel or wall plate.

vi. In unit PC video surveillance module
– The PC video surveillance module allows a resident to log into their unit from anywhere in the world and see what’s going on. With PC cameras placed in

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the unit, residents can access what’s going on in their unit anytime from any PC connected to the internet.

vii. Pool/Spa regulation module
– With the pool/spa module both the temperature, water levels, jets and chemicals can be regulated and controlled with the touch of a button or set into motion wirelessly from the panel.

viii. Video conference Integration module
– The video conferencing module allows the resident to bring the power of video conferencing into their home using their upgraded panel or PC.

ix. Biometric security module
– The biometric security module adds reliable control of access and monitoring of who is in the unit and when.

x. Electronic Drapery, Tinting and Shade control module
– With the window treatment control module, the resident has the ability to lower and raise or open and close window treatments with the touch of a button. Shower doors can be automatically tinted or “fogged” for privacy as well.

xi. Wireless Media Panel
– Listen to you favorite MP3, XM radio or watch your favorite DVD or TiVo recording anywhere within your own private wireless network.

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a. Digital Signature pad records signature with lime/dale stamp
b. Tracks packages from Receiving lo Front Desk
c. Automatically activates when the GUEST or DELIVERY options are selected
d. Provides private Guest registry so subsequent guests do not see ‘who visited who”

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SERVICE PROVIDER DESIGNATION AGREEMENT

This Service Provider Designation Agreement (the “Agreement”) is entered into to be effective the 31st day of March, 2008, by and between The Bella Collina Property Owner’s Association, Inc., with offices located at 1 Hammock Beach Parkway, Palm Coast, Florida 32137, and Capitol Infrastructure, LLC, a North Carolina limited liability company with offices located at 5625 Dillard Drive, Suite 105, Cary, North Carolina.

WHEREAS, The Bella Collina Property Owner’s Association, Inc. (the “POA”) is the home owners’ association on the property, and all of its improvements, described in Exhibit 1 (the “Property”); and

WHEREAS, Capitol Infrastructure, LLC (“Infrastructure Facilities Provider” or “IFP”) is in the business of providing infrastructure for the provision of voice, data (internet) and security services (the “Services”) and arranging for the delivery of such Services to communities by affiliated or third party service providers (“Service Providers”) over such infrastructure; and

WHEREAS, IFP has entered into a Master Services Infrastructure Agreement with Ginn Lifestyles LLC (“Ginn”) dated June 22, 2006 under which IFP has been granted certain rights to install and to use infrastructure and to designate and contract with Service Providers to provide Services to members of the POA; and

WHEREAS, Ginn granted such certain rights to IFP in exchange for, among other things a commitment by IFP to ensure that the Services provided to the members of the POA will be provided in accordance with price, quality, and performance standards that, with respect to price, in the aggregate will be less than the aggregate price, and with respect to quality and performance, will equal or exceed, the quality and performance standards of incumbent service provider(s) that would otherwise be available to serve the Property; and

WHEREAS, IFP and the POA wish to confirm the manner in which such Services will be provided to the members of the POA under the respective agreements with Ginn, as set forth in this Agreement; and

WHEREAS, the POA has decided that it is in the interest of the community served by the POA for the POA to enter into this Agreement with IFP because (i) IFP has separately committed to design and install state of the art infrastructure for the provisions of Services on the Property (the “Infrastructure”), (ii) IFP and its affiliates have a knowledge base that enable IFP to select qualified Service Providers so that the Services provided to the members of the POA will be provided at prices that are in the aggregate less than, and quality and performance that will equal or exceed the quality and performance standards of incumbent local exchange carriers or national or regional security companies that would otherwise be available to serve the Property, (iii) IFP has better negotiating power than the POA itself or its individual members because IFP and its affiliates can arrange for procurement of Services on a large scale, not only for the community as a whole, but also for other communities as well, and, (iv) IFP has a like interest with the POA in finding suitable Service Providers to utilize the Infrastructure properly, such interest arising from IFP’s ownership of the Infrastructure and substantial investment in the same; and

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WHEREAS, IFP and the POA wish to confirm the manner in which the providers of Services to the members of the POA will be selected and engaged by IFP as the agent of the POA under the respective agreements with such Service Providers, as set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual promises set forth herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in recognition of IFP’s substantial investment in the Infrastructure and the POA’s interest in having the Infrastructure be used by Service Providers as provided herein to provide Services to the POA’s members, IFP and the POA agree as follows:

1. Acknowledgement. The POA acknowledges that IFP has been granted certain rights at the Property to sell, market. and provide Services as more particularly described herein, and has obtained certain rights to use the Infrastructure located on the Property to arrange to provide the Services to residents, occupants and businesses within the Property, including the members of the POA. The POA acknowledges that IFP has constructed Infrastructure on the Property that will be used by Service Providers to provide Services to the Property and that IFP will receive rental compensation for the use of the Infrastructure. The POA acknowledges that neither Ginn nor IFP is a telecommunications service provider or a public utility, but rather IFP has agreed to arrange for duly authorized and capable service providers to provide services consistent with the Service commitments set forth herein.

2. Designation of IFP as Agent Coupled with Agent Interest in the Infrastructure. The POA hereby appoints IFP as the POA’s exclusive agent to perform the following on behalf of the POA: (1) select the Service Providers who will use the Infrastructure at the Property to provide Services to the members of the POA located within the Property; (2) negotiate and enter into Service Agreements on behalf of the POA with such Service Providers consistent with the terms hereof, and (3) terminate any Designated Service Provider and to replace any Designated Service Provider with another service provider consistent with the terms of this Agreement and the Service Agreements with the POA. IFP’s agency as set forth above is coupled with IFP’s interest in the Infrastructure and such agency shall be irrevocable during the term of this Agreement. The POA shall not directly or indirectly undertake any activity within the scope of IFP’s exclusive agency pursuant to this Agreement. In recognition that IFP will receive rental payments from Service Providers for use of the Infrastructure, IFP and the POA agree that IFP shall not be compensated for its services as agent pursuant to this Agreement.

3. Bulk Services Agreement. IFP and the POA agree that Services will be provided to members of the POA pursuant to the terms of an agreement for the provision of Services to such members (the “Bulk Services Agreement”). The terms of such Bulk Services Agreement shall be negotiated, approved and entered into by IFP as agent for the POA, but the Board of Directors of the POA, or Ginn on behalf of the POA, shall also have the right to approve the general form of the initial Bulk Services Agreement for the Services before such execution, which approval shall not unreasonably be withheld and which decision shall be timely made. IFP as agent for the POA shall have the right to modify and enforce the terms of the Bulk Services Agreement on behalf of the POA, and the POA agrees to provide notice to IFP and the Designated Service Providers of any problems that develop with respect to provision of Services under the Bulk Services Agreement. IFP will in good faith work with the Service Providers to rectify service

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problems as appropriate. Ginn shall also be entitled, but not obligated, to enforce such Service Provider Agreements.

4. Services and Rates. The initial Services and rates made available to members of the POA by IFP’s Designated Service Provider(s) shall be as set forth in Exhibit 2. Thereafter, periodic changes in rates and Services provided by IFP’s Designated Service Provider shall be, with respect to rates, at least ten percent (10%) lower than the total pricing, in the aggregate, than the same aggregate rates for comparable services offered by the relevant incumbent LEC for voice and data services, and by national or regional security companies for similar security services provided in the area in which the Property is located, and with respect to Services, not less than equal in selection or quality. IFP will provide the POA written notice thirty (30) days prior to any proposed change in rates and/or Services delivered pursuant to Bulk Services Agreement, and such notice will include the information in Exhibit 2-A attached hereto, as applicable.

4.1 Additional Services. The POA on behalf of each POA member, agrees that if any POA member desires to obtain Services other than those identified on Exhibit 2, as amended from time to time (“Additional Services”), they shall have the option, but not the obligation, to engage 1FP or its Designated Service Provider(s) to provide such Additional Services, as made available by IFP or its Designated Service Provider(s). In such event, such POA member will be permitted to contract directly with IFP or its Designated Service Provider(s) for such Additional Services, to pay additional sums to IFP or its designee in accordance with the terms hereof and applicable rate schedules set forth from time to time by IFP or its designee for such Additional Services. Any such fees calculated with respect to Additional Services shall be in addition to any sum, fee or assessment such POA member is automatically required to pay for the Services by virtue of its ownership of any parcel of real property within the Property.

4.2 Taxes and Fees. The POA acknowledges that members of the POA may be subject to and billed for standard initiation of service fees (installation charges), taxes, franchise fees and other fees charged by Designated Service Providers upon the initiation of and for the provision of Services to such members.

5. Billing and Payment.

5.1 Standard Services . The POA will include charges for Services taxes and fees in the billing to its members as part of its regular periodic POA fee and assessment, which will be no less frequently than monthly. Based on the rates set forth in Exhibit 2, as adjusted from time to time, IFP or its Designated Service Provider will submit a monthly invoice to the POA for the Services. Such invoice will reflect each POA member’s address, the date of service activation, the Service fee, (prorated if necessary), applicable tax, franchise, and regulatory fees, and any other fees applicable to the Services, and an extended and grand total of the monies owed for Services rendered. The POA acknowledges that IFP or its Designated Service Provider(s) may bill either the POA or POA members directly for any applicable installation or activation charges. Within thirty (30) days after the POA’s receipt of an invoice for Services, the POA will pay all amounts on such invoice to IFP, not as a service provider, but merely as the entity charged with collecting and distributing established Service fees for payment to IFP’s Designated Service Provider(s). The POA agrees to execute the form of Clearinghouse Agreement set forth on Exhibit 3 attached hereto and IFP agrees to require its Designated Service Provider(s) to

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execute the same Clearinghouse Agreement for purposes of collection and payment of Service fees as provided in this Section 5.1. The POA shall be assessed all late fees owed under the Bulk Services Agreement for any payment not received by IFP within thirty (30) days after such payment is due, unless the delay is caused by IFP or its Service Providers or agents, in which case IFP shall pay any applicable late charges so incurred. The monies billed by IFP or its Designated Service Provider(s) for Services shall not be contingent upon the POA’s collection of POA fees or dues from its members. IFP or its Designated Service Provider(s) shall, with the POA’s reasonable cooperation, ensure that all billings will be sufficiently detailed and in all respects that all arrangements with the POA members comply with truth-in-billing rules of the FCC or applicable state regulatory authority. IFP hereby indemnifies the POA and Ginn for any damages, costs, and liabilities incurred by the POA arising from a failure of IFP or its Service Providers to comply with applicable laws or if the provision of the Services by IFP or its Service Providers violates any state or federal regulations or laws.

5.2 Additional Services. IFP or its Designated Service Provider(s) will bill each POA member separately and directly for all Services provided to the POA member that are not included in Exhibit 2. Each bill to a POA member will include instructions for such member to remit payment directly to IFP or its designee, by or on a date of the month designated by IFP or its designee following the month in which the billed charges were incurred. IFP or its Designated Service Provider(s) shall be responsible to ensure that the billings will be sufficiently detailed to comply with all applicable laws and rules including, without limitation, truth-in-billing rules of the FCC or applicable state regulatory authority. The POA acknowledges that IFP or its designee has the right to commence any and all collection actions available to it under applicable law.

6. Marketing. The POA will permit IFP, either directly or through its Designated Service Providers, to semi-annually host an event on the Property on POA common areas, at IFP’s or its Designated Service Providers’ expense, to introduce the Services to members of the POA. The POA agrees, at the expense of IFP, to provide its members with current publications of lFP or its Designated Service Providers describing the Services to the extent IFP or its Designated Service Providers provide such publications to the POA.

7. Term. The initial term of this Agreement commences on the date of this Agreement and continues for the lesser of (i) twelve (12) years, or (ii) the lesser time required by applicable laws (the “Initial Term”). At the end of the Initial Term and at the end of each Renewal Term (as defined herein), the Term shall renew automatically on the same terms for an additional five (5) year term (each a “Renewal Term”), unless either party gives 180-day prior written notice of termination or non-renewal to the other party (the “Termination Notice”) before the end of the Initial Term or any Renewal Term.

8. No Warranties; Limitation of Liability. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, Ginn and IFP MAKE NO REPRESENTATIONS OR WARRANTIES – EXPRESS OR IMPLIED – REGARDING THE INFRASTRUCTURE OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. Neither party nor Ginn will be liable to the other party for any indirect, special, punitive or consequential damages, including, but not

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limited to, damages based on loss of service, revenues, profits, or business opportunities. Ginn shall have no liability to either party hereunder.

9. Assignment. IFP may assign this Agreement only with Ginn’s prior authorization, which may not be unreasonably withheld or delayed or conditioned as long as IFP continues to be obligated fully hereunder, to (i) any parent, affiliate, successor (by operation of law or otherwise), or subsidiary that IFP may have or (ii) any entity that purchases all or substantially all ofIFP’s assets and which assumes all of IFP’s obligations and duties under this Agreement, or (iii) any entity into which IFP or its parent is merged or consolidated IFP shall not pledge or assign the revenue arising from the payments from the Property for Services hereunder or other agreements related to the Property unless the pledge or assignment expressly excludes from such assignment or pledge, and subordinates such assignment or pledge to, the sums from those Property Service revenues in amounts equal to: (a) the sums that are to be paid to Ginn hereunder or under any other agreement; and (b) the sums that are to be paid to Service Providers for providing the Services to the Property. The POA may not assign this Agreement without the written consent of IFP, which consent shall not be unreasonably withheld.

10. Notices. All notices, requests, demands, consents, and other communications that are required to be or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if sent by facsimile, courier, registered or certified mail (postage prepaid), overnight delivery or in person to a party’s address as set forth at the head of this Agreement. All notices shall also be sent to Ginn also at:

Ginn Lifestyles Group, LLC
1 Hammock Beach Parkway
Palm Coast, FL 3213 7
Attention: Alton E. Jones
Facsimile: 386-246-5825

Such notices shall be effective (a) if sent by facsimile, when confirmation of transmission is received, or (b) otherwise, upon actual receipt or rejection by the intended recipient. Any party may change its address by giving notice to the other party in accordance with this Section.

11. Force Majeure. Despite anything to the contrary in this Agreement, neither party will be liable or in default under this Agreement for any delay or failure of performance resulting directly from anything beyond the reasonable control of the non-performing party, including, but not limited to, acts of God, acts of civil or military authority, acts of a public enemy, war, severe weather, earthquakes or floods, fires or explosions, governmental action or regulation, strikes, lockouts, other work interruptions or labor shortages, supplier shortages, transportation and delivery delays, or blocked access rights. The time for performance of a party under this Agreement shall be extended commensurate with the duration of the Force Majeure event.

12. Compliance with Laws and Regulations; Choice of Law. This Agreement shall be subject to, and in the performance of their respective obligations under this Agreement the parties shall comply with, all applicable federal, state and local laws and regulations (including the rules and regulations of quasi-governmental and regulatory authorities with jurisdiction over the parties), and, with respect to IFP’s Designated Service Providers only, the requirements of

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IFP’s Designated Service Provider’s franchise agreement for the Area (the “Laws and Regulations”). Nothing in this Agreement shall prohibit IFP or its Designated Service Providers from fully complying with all Laws and Regulations, including any consents, agreements, orders or other requirements mandated by or entered into with the Federal Communications Commission or other governmental authority, and such compliance shall be deemed not to constitute a breach of or default under this Agreement. This Agreement is governed by and shall be interpreted under the laws of the state in which the Property is located, without regard to its choice-of-law provisions.

13. Modification; Waiver; Scope of Agreement. This Agreement constitutes the entire agreement between IFP and the POA with respect to the subject matter hereof. This Agreement can be modified or changed only by a written instrument signed by both parties and Ginn Lifestyles LLC, which is a third party beneficiary that is entitled, but not obligated, to enforce this Agreement against IFP and/or the POA. A party’s waiver of enforcement of any of the terms or conditions of this Agreement will be effective only if in writing.

[REMAINDER OF TIDS PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE TO FOLLOW]

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EXHIBIT 1
TO SERVICE PROVIDER DESIGNATION AGREEMENT

LEGAL DESCRIPTION OF THE PROPERTY

All of Bella Collina Plat recorded in Plat Book 51, Pages 31 through 49, inclusive, the Bella Collina East Plat recorded in Plat Book 53, Pages 95 through 98, inclusive, and the Bella Collina West Plat recorded in Plat Book 54, Pages 01through19, inclusive, all of the Public Records of Lake County, Florida.

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EXHIBIT2
TO SERVICE PROVIDER DESIGNATION AGREEMENT

BULK SERVICES AGREEMENT

The Infrastructure fee set forth below and the Services set forth below will be paid by the members of the property owner’s association (the “POA”) for the Property known as Bella Collina. With respect to Services, members of the POA, pursuant to the Bulk Services Agreement, may be subject to and billed for standard and reasonable initiation of service fees (installation charges), taxes, franchise fees and other standard and reasonable fees charged by the Service Providers upon the initiation of and for the provision of Services to such members, which amounts shall be above and beyond the prices listed below. Estimated fees and taxes on a monthly charge of $134.95, which is the sum of the Infrastructure fee and the agreed to price for the Platinum Package of Services below, is $13.63, but this is an estimate only and not applicable to actual billing for such fees and taxes. Service Providers will not raise prices more than once per year, and any increase shall be limited to the increase in the consumer price index occurring since the last price increase plus the actual cost increases for cost of content, cost of transport related to the services, and cost of billing.

I. An Infrastructure fee of $50 per residential unit will be charged each month, which fee is to be paid to IFP or its designated Service Provider and is to cover the availability and delivery of Services under Bulk Services Agreement over the Infrastructure, and which is not subject to cancellation upon turnover of control rights by Owner or Ginn to the POA under the governing documents of the POA, and which amount is not subject to reduction below this initial fee. The Infrastructure fee will not be charged until the following has occurred: (i) a single family lot located on the Property has been sold to a purchaser, who is not the developer or another Ginn entity, (the “Lot Owner”); and (ii) such single family lot has had the Infrastructure installed and its is capable of providing contracted bulk services. Property owners whose residential units are in foreclosure, and are not part of the Ginn Rental Program, will be exempt from paying for the Platinum Package and the Infrastructure fee upon notice from the POA.

II. The Services to be provided under Bulk Services Agreement are the following. All pricing is to the POA, and is per member per month of Service.

Platinum Package – $84.95

Voice: Unlimited local and long distance service within the United States with standard calling features (standard calling features include, but are not limited to, call forwarding, call waiting, speed dialing, three way calling, call return, call block, and caller id).

Data: 15.0 mbps burstable internet access, a caching server will be provided for each development at no additional cost, 15.0mb/sec will be sustained from the caching server to the residential unit. Each installation shall include an 8 port router from a major manufacturer. Each installation shall be provided with 5 email accounts. Security Equipment

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and Services: UL central station monitoring and the provision and installation of
the basic equipment, consisting of a hardwire system – including
keypad, two door contacts, and one motion detector.

Technology Activation &
Utilization Assistance Service Activation Specialist will assist original owner at
CO of home walking through and testing every outlet and
explaining the operation of the voice, data and security
systems.

In-Home Warranty & Maintenance Package

Including, but not limited to:

All communications wiring in home; phone and data

ONT Emergency Battery Warranty & Maintenance Plan

Internet Router Warranty & Maintenance Plan

Whole House Wireless

Wireless configuration, installation & maintenance

Will include an 8 port router that includes wireless access

Simplikate Software License

Software license for usage of Simplikate Property Management including, but not limited to, the condoIQ and techcierge modules for property access and control and community automation, integration and support services.

In-Home Technical Support (up to 5 hours annually per unit that has acquired a certificate of occupancy)

Includes Support for:

Computer support

Telephone feature usage

Software installation & support (consumer owned)

Email Setup and training

Computer networking

Software and Installation for (consumer owned):

Virus Control

Spyware

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Firewall

Communications Training

Community Communications Training – one class per month (supply up to 5 computers for the clubhouse)

Appliance Package – recommendations, installation, service & support

Computers & peripherals

Home Security Cameras

Home Based Business Support

Including, but not limited to:

Phone systems

VoIP – Voice of Internet Protocol Equipment

VPN (Virtual Private Networks)

Super Service Activation Support – Full time “on property” technical support

Each owner or builder model home on the Property will be subject to the Platinum Package Fee beginning with service activation to the unit, and billed each month by the Service Providers to the POA.

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EXHIBIT2-A
TO SERVICE PROVIDER DESIGNATION AGREEMENT

PROPOSED CHANGE IN PRICE AND/OR SERVICE

Bulk Services Agreement

Proposed changes in prices and/or Services to be purchased by the POA pursuant to Bulk Services Agreement with IFP’s Designated Service Providers:

Check as appropriate:

Old Service New Service

Old Aggregate Price New Aggregate Price

Other than Bulk Services Agreement

Proposed change in price and/or Services to be purchased by Residents pursuant to agreements other than Bulk Services Agreement:

Check as appropriate:

Old Service Old Price New Service New Price Current Comparable
Service Price ____

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EXHIBIT3
TO SERVICE PROVIDER DESIGNATION AGREEMENT

FORM OF CLEARINGHOUSE AGREEMENT

[ATTACHED]

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CLEARINGHOUSE AGREEMENT

This Clearinghouse Agreement (the “Agreement”) is entered into this_ day of_____, 200_, by and among ____________ ,with offices located at______________(“POA”). __________,with offices located at (“Service Provider”), and Capitol Infrastructure, LLC, a North Carolina Limited Liability Company with offices located at 111 Coming Road, Suite 250, Cary, North Carolina 27518 (“CI”).

WHEREAS, Service Provider has an agreement with the POA (the “Bulk Services Agreement”) to provide certain voice, video, data and/or security services (the “Services”) to members of the POA; and

WHEREAS, Service Provider may have entered into an Infrastructure FF&E Lease Agreement with the POA; and

WHEREAS, Service Provider understands the POA may have similar agreements with other service providers for provision of such services to its members and for the convenience of the POA with respect to billing and payment by the POA for the Services, Service Provider and POA wish to use CI as the billing agent and collection agent for Service Provider’s monthly invoices for its fees, taxes and charges (the “Service Fees”); and

WHEREAS, the parties recognize that CI is not a telecommunications service provider, franchise video provider or public utility, but is merely charged under this Agreement with billing, collecting and distributing established Service Fees incurred by the POA for payment to Service Provider; and

WHEREAS, the parties recognize that Service Provider owes CI license rent fees for access and use of certain infrastructure and easement rights (the “Total Access Fees”) with respect to provision of the Services by Service Provider to the POA, and Service Provider wishes CI to net out of the Service Fees owed to Service Provider the Total Access Fees due to CI and to distribute the same to CI; and

WHEREAS, CI has agreed to serve as the clearinghouse agent for Service Provider’s monthly invoices to the POA for the Service Fees and Infrastructure Rent or Infrastructure Fees, to pay such Service Fees to Service Provider net of the Total Access Fees in accordance with Service Provider’s instructions herein,’ and to pay Access Fees to CI pursuant to Service Provider’s instructions herein;

NOW THEREFORE, in consideration of the mutual promises set forth herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Service Provider, CI and the POA agree as follows:

1. Billing. Service Provider will include all Service Fees due by the POA in Service Provider’s invoices, which will be rendered no less frequently than monthly and which will be sent to CI for billing and collection from the POA. Such invoices will reflect the name and address of each member of the POA receiving Services, the date of service activation, the Service Fee (prorated if necessary, and inclusive of all applicable tax. franchise and regulatory fees, and any other fees applicable to the Services) for each member, and an extended and grand total of the monies owed for Services rendered by Service Provider under its agreement with the POA The parties acknowledge and agree that Service Provider will bill the POA members directly (and receive payment from such members directly) for any charges for services not provided through Service Provider’s Bulk Services Agreement with the POA. Service Provider will ensure that all billings, whether sent by Service Provider to CI for billing and collection from the POA or directly by Service Provider to the POA members, are sufficiently detailed and in all respects comply with truth-in-billing rules of the Federal Communication Commission or applicable state regulatory authorities. Service Provider will provide CI with a copy of all invoices to the POA. CI shall consolidate Service Provider’s invoices for the POA with invoices CI receives from any other Service Providers providing Services to the POA, and render one aggregate summary report to the POA by the end of each month of service for the Services provided to the POA that month. POA acknowledges and agrees that Service Provider billing will begin upon the activation date for provision of Services to a member’s residential unit, whether or not such activation date occurs on or after the closing date for a member’s residential unit.

2. Payment.

2.1 Payment by the POA to CI. Within ten (10) business days after the POA’s receipt of a summary report from CI for Bulk Services, the POA will pay all amounts on such summary report to CI, and will provide a copy of the summary report to CI with such payment. The POA’s payment to CI shall not be contingent on the POA’s collection of POA fees or dues from its members. The POA acknowledges that CI and Service Provider have the right to commence any and all collection actions available to it under applicable law.

2.2 Payment by CI to Service Provider. Within ten (10) business days after receipt of the POA’s payment in Section 2.1, CI will pay Service Provider the amount set forth on the Service Provider’s invoice for Service Fees together with any late fees owed to Service Provider by the POA under the Bulk Services Agreement

and paid to CI by the POA, less the Total Access Fees due for that month by Service Provider to Cl. Payment of the Total Access Fees shall be made by CI to CI out of the amount withheld from Service Provider. CI acknowledges that Service Provider has the right to commence any and all collection actions available to it under applicable law. . 2.3 Offsets. To the extent that payments descnbed above offset each other, CI may distribute net amounts with an accounting of the offsets. 3. Term. The term of this Agreement shall be concurrent with the tenn of Service Provider’s Bulk Services Agreement with the POA. 4. Assignment. No party may assign this without the written consent of the other parties, which consent shall not be unreasonably withheld. 5. Noticg. All notices, requests, demands, consents, and other communications that are required to be or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if sent by courier, registered or certified mail (postage prepaid), overnight delivery or in person to a party’s address as set forth at the head of this Agreement. Such notice shall be effective (a) if sent by facsimile, when confirmation of transmission is received, or (b) otherwise, upon actual receipt or rejection by the intended recipient. A party may change its address by giving notice to the other parties in accordance with this Section. 6. Force Majeure. Despite anything to the contrary in this Agreement, no party will be liable or in default under this Agreement for any delay or failure of performance resulting directly from anything beyond the reasonable control of the non-perfonning party, including,

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and paid to CI by the POA, less the Total Access Fees due for that month by Service Provider to Cl. Payment of the Total Access Fees shall be made by CI to CI out of the amount withheld from Service Provider. CI acknowledges that Service Provider has the right to commence any and all collection actions available to it under applicable law.

2.3 Offsets. To the extent that payments described above offset each other, CI may distribute net amounts with an accounting of the offsets.

3. Term. The term of this Agreement shall be concurrent with the term of Service Provider’s Bulk Services Agreement with the POA.

4. Assignment. No party may assign this agreement without the written consent of the other parties, which consent shall not be unreasonably withheld.

5. Notices. All notices, requests, demands, consents, and other communications that are required to be or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if sent by facsimile courier, registered or certified mail (postage prepaid), overnight delivery or in person to a party’s address as set forth at the head of this Agreement. Such notice shall be effective (a) if sent by facsimile, when confirmation of transmission is received, or (b) otherwise, upon actual receipt or rejection by the intended recipient. A party may change its address by giving notice to the other parties in accordance with this Section.

6. Force Majeure. Despite anything to the contrary in this Agreement, no party will be liable or in default under this Agreement for any delay or failure of performance resulting directly from anything beyond the reasonable control of the non-performing party, including, but not limited to, acts of God, acts of civil or military authority, acts of a public enemy, war, severe weather, earthquakes or floods, fires or explosions, governmental action or regulation, strikes, lockouts, other work interruptions or labor shortages, supplier shortages, transportation and delivery delays, or blocked access rights. The time for performance of a party under this Agreement shall be extended commensurate with the duration of the Force Majeure event

7. Compliance with Laws and Regulations; Choice of Law. This Agreement shall be subject to, and in the performance of their respective obligations under this Agreement the parties shall comply with, all applicable federal, state and local laws and regulations (including the rules and regulations of quasi-governmental and regulatory authorities with jurisdiction over the parties), and, with respect to Service Provider only, the requirements of Service Provider’s franchise agreement for providing Services to the Property (the “Laws and Regulations”). Nothing in this Agreement shall prohibit any party from fully complying with all Laws and Regulations, including any consents, agreements, orders or other requirements mandated by or entered into with the Federal Communications Commission or other governmental authority, and such compliance shall be deemed not to constitute a breach of or default under this Agreement. This Agreement is governed by and shall be interpreted under the laws of the state in which the Property is located, without regard to its choice-of-law provisions.

8. Modification; Waiver; Scope of Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement can be modified or changed only by a written instrument signed by each of the parties. A party’s waiver of enforcement of any of the terms or conditions of this Agreement will be effective only if in writing.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

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BULK HIHG SPEED DATA SERVICES AGREEMENT

Bella Collina Property Owner’s Association, Inc., a Florida not-for-profit corporation (hereinafter the “Association”), and Sprint, Florida (hereinafter “Sprint”), enter into this Bulk High Speed Data Services Agreement to be provided by Sprint to Residents at Bella Collina located in Montverde, Florida as of 11/16 2004 (the “Effective Date”).

BACKGROUND

WHEREAS, Sprint desires to provide its high-speed telecommunications services to all Residents of the Property as defined below; and

WHEREAS, Association desires to provide high speed data service to all Residents as part of the Association’s dues,

THEREFORE, for the reasons stated above, Sprint and Association hereby covenant and agree as follows: :

1. Definitions.

(a) “Affiliate” means any entity that is controlled by, or under common control with, a Party.
(b) “Resident” means the owner or leaseholder of any Unit in Bella Collina that resides in that Unit and receives Service from Sprint.
(c) “Service” means High Speed Data and Internet Service at maximum speeds of 1.5 Mbps downstream and 3 84 Kbps upstream provided to Bella Collina Residents by Sprint and billed via the Homeowner’s Association Bill.
(d) “Unit” means each residence in the Bella Collina community, regardless of whether the residence is a single-family residence or part of a multiple dwelling unit (MDU) complex. ( e) “Property” means the Bella Collina development represented by Association.

2. Services Provided by Sprint.

(a) Service. Sprint shall provide the Service to 100% of the Units. Residents may choose speed upgrade options, at a rate 30 % off Sprint’s retail rates for the same service in the Orlando market area during the term of this Agreement and be billed the incremental difference between the speed upgrade and Service on their individual telephone bill.

(i) Recognizing that Bella Collina is an advanced technology community, in which, among other things, Sprint is deploying an advanced fiber-to-the-home (FTIH) based network design, the Association has requested that Sprint provide its Residents in this Agreement a high standard for routinely providing to the Residents the maximum speed set forth immediately above.

(b) Installation/ Activation.

(i) Sprint shall design and schedule construction of its network so that Service is available to Residents upon closing of the Unit and upon issuance of a Certificate of Occupancy.

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(ii) Sprint will provide Residents the means to self-install the Service on the Residents’ computers at no charge. However, if any Resident elects to have a Sprint technician perform the installation, Sprint will bill the Resident the discounted installation rate of $29.95 on their local telephone bill.

(c) Technical Support. Association will inform Sprint of any problems noted by or reported to Association that occur in connection with the Service. Association will direct Residents to coordinate directly with Sprint regarding any complaints or technical problems concerning Sprint’s Service subject to this Agreement. The Service provided by Sprint under this Agreement shall include access to Sprint’s Customer Technical Support Center available to residents of Property twenty-four hours a day, seven days a week.

3. High Speed Data Services Fee.

(a) Price. Subject to regulatory approval, the Fee for the Service shall be $30.00 per Unit within the Community per month (plus applicable taxes and fees) (the “Service Fee”). Notwithstanding the foregoing, if Sprint’s local retail rate of the Service decreases during the term of this Agreement, the Association’s Service Fee shall also be lowered at the same percentage that the local retail rate has been lowered (for example, a fifteen percent price decrease in the local retail rate of Service would result in a fifteen percent decrease in the Service Fee) within sixty (60) days after the Association has received written notice that the local retail rate of Service has decreased and a contract addendum will be executed to reflect the new Service Fee.

(b) Should Sprint at any time cease to provide Service to its retail customers in the Orlando Metropolitan area at speeds stated above and replace it with speeds greater than those being currently provided to the Residents of Bella Collina, then Sprint shall provide the Residents of the Community that greater speed at no additional cost.

(c) Payment. Sprint will bill the Association for the Service on a monthly basis, in advance, and payment by the Association shall be due within 30 days after the date of such invoice. If Sprint fails to present an invoice prior to the first day of the month for which Services are being provided, such failure shall not constitute a waiver of the charges for the Services delivered to the Community, and Association shall pay for such Services within 30 days after the invoice for such Services is ultimately presented to Association by Sprint. Sprint agrees that the Service Fee shall commence on the following dates; (a) with respect to persons who acquire property without a completed dwelling, charges shall commence the later of (i) the date that a certificate of occupancy is issued for such dwelling, or (ii) the date that the Unit is first occupied. All additional services shall be billed directly to each user. Sprint agrees that Association will not be liable for unpaid fees and charges owed by Residents who receive additional services provided by Sprint

4. Operation and ownership of Network.

(a) Maintenance and Operation. Sprint or its Affiliate shall maintain, upgrade, and operate at its expense, a Network (the “Network”) comprised of all facilities and equipment necessary or desirable for the delivery of Service to 100% of the Residents at the Property.

(b) Compliance with Applicable Law, Regulations and Industry Standards. Sprint or its

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Affiliate shall operate, maintain and repair the Network in material compliance with applicable law, federal and state regulations, and communications industry standards.

(c) Title to Facilities. Sprint or its Affiliate shall retain title to all portions of the Network installed by Sprint. No portion of the Network shall become a fixture of the Property. After termination of this Agreement, Network will remain in place under Sprint ownership and Sprint will offer and market its services to Residents within the Property in satisfaction of its Carrier Class Quality of Service (QoS) and Carrier of Last Resort obligations as set forth by the Public Service Commission and tariffed guidelines.

5. Rights granted to sprint.

(a) Access to Property. Association acknowledges that Florida law permits Sprint, as the certificated provider of local telephone service to the area that includes the Property, to place its facilities within the public rights of way contained within the Property without Association’s consent. Additionally, Association may establish utility easements or other rights as mutually agreed upon by the parties in writing for the following purposes:

(i) Maintaining, repairing, testing, upgrading and removing the Network and all related facilities.

(ii) Promoting and marketing, excluding door-to-door sales, installing and disconnecting Services to Residents, collecting fees charged directly to Residents, and providing all necessary and desirable customer service.

(iii) Monitoring signal quality and Network security.

(b) Grant of Rights. Association hereby grants to Sprint:

(i) the right to install, operate, maintain, upgrade and restore the Network in the Community, should such efforts require construction of the Network in any utility easement or other areas as mutually agreed upon in writing;

(ii) the right to install, occupy and maintain, within any utility easements or any other areas as mutually agreed upon in writing, the molding and other conduit housing the wiring of the Network without alteration by third-parties;

(iii) the right to provide Service to Residents; provided, however, that notwithstanding anything contained herein to the contrary, Sprint acknowledges and agrees that other companies may provide Internet access services, other high speed data services and/or additional Services in the Property without the written agreement of the Association and the Association shall have no liability to Sprint therefore; and

(iv) the right to market, offer, provide and charge for additional services to Residents.

(v) Notwithstanding 4(b)(i-iv), Sprint understands and agrees that to the extent Sprint fails to provide any of the Services provided above, Association may seek alternative providers.

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6. Initial Term and Extensions.

This Agreement shall be for a term of fifteen (15) years with the option of two (2), five (5) year extensions (the “Term”, initially commencing on the 16th Nov of 2004 (the “Effective Date”), and ending the 16th Nov day of 2019 . At the end of the original term, or any successive term, this Agreement will automatically renew for a five (5) year extension unless either party gives written notice of its intent not to renew to the other party at least ninety (90) days prior to the expiration of the previous term.

7. Additional obligations of Sprint.

(a) Insurance. Without limiting any of the other obligations or liabilities of Sprint, Sprint shall provide or cause to be provided during the term of this Agreement, the insurance coverages set forth below:

(i) Workers’ Compensation insurance to apply for all employees in compliance with the “Workers’ Compensation Law” of the State of Florida and all applicable federal laws.

(ii) Employers’ Liability with a limit of at least Five Hundred Thousand Dollars ($500,000.00) each accident.

(iii) Comprehensive General Liability with minimum limits of Two Million Dollars ($2,000,000. 00) per occurrence, combined single limit for Bodily Injury Liability and Community Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include:

a. Premises and/or Operations;

b. Independent Contractors;

c. Products and/or Completed Operations for contracts over Fifty Thousand Dollars ($50,000.00)- Sprint shall maintain in force until at least three (3) years after Substantial Completion of all work required under the construction contract, coverage for Products and Completed Operations, including Broad Form Community Damage;

d. Broad Form Community Damage;

e. Broad Form Contractual Coverage applicable to this specific Agreement, including any hold harmless and/or indemnification agreement; and

f. Personal Injury Coverage with Employee and Contractual Exclusions removed, with minimum limits of coverage equal to those required for Bodily Injury

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Liability and Community Damage Liability.

(iv) “Umbrella” Liability with a general aggregate of at least Five Million Dollars ($5,000,000.00) and of at least One Million Dollars ($1,000,000.00) for each occurrence.

(v) Business Automobile Liability with minimum limits of One Million Dollars ($1,000,000.00) per occurrence, combined single limit for Bodily Injury Liability and Community Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include:

a. Owned Vehicles.

b. Hired and Non-Owned Vehicles.

These policies must be endorsed to provide the Association with thirty (30) days notice of cancellation and/or restriction. Sprint shall furnish to the Association certificates of insurance or endorsements evidencing the insurance coverage specified above. The required certificates of insurance shall name the types of policies provided, refer specifically to this Agreement, state that such insurance is as required by this Agreement, and name the Association as additional insureds under all such policies. Notwithstanding anything contained in this Section 7 to the contrary, the possession and maintenance of the insurance coverage described herein shall not be deemed to diminish or otherwise limit the liability of Sprint pursuant to this Agreement.

8. Obligations of Association.

(a) Sprint’s Fiber-to-the-Home Network.

Association shall assist Sprint as follows:

(i) Cooperate with Sprint by providing Certificates of Occupancy or other advance notice of first Resident’s expected occupancy to ensure timely and accurate billing to the HOA.

(ii) Cooperate with Sprint on the marketing of Services and policy and procedure.

(iii) Display on the Property only those marketing materials related to Services as provided by Sprint.

(b) Network Solely for Use by Sprint. Association shall use commercially reasonable means to ensure that no party other than Sprint or those persons authorized by Sprint directly or indirectly use the Network during the term of this Agreement. Notwithstanding this provision, Association will not be liable for any unauthorized direct or indirect use of the Network.

(c) Duty to Report. Association shall use commercially reasonable efforts to maintain the Property in a manner that preserves the integrity of the Network. Association agrees to notify Sprint of any defect, condition, occurrence or damage to the Property or the Network that does or could materially affect the security of the Network or the provision of the Services.

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(d) Unauthorized Use of Services. Association shall not permit Residents, Association employees or agents to use Services provided on the Network unless authorized by Sprint. Association shall promptly report to Sprint any unauthorized use of Services of which Association becomes aware. The previous statements notwithstanding, Association shall not be liable to Sprint in any way should the unauthorized use of Sprint’s services occur.

9. Representations and Warranties.

(a) Sprint. Sprint represents and warrants to Association as follows:

(i) Sprint is entity duly organized under the laws of its state of organization.

(ii) Sprint has full corporate power and authority to enter into and perform this Agreement.

(iii) Sprint is not a party to any agreement that conflicts with the terms of this Agreement.

(iv) The person executing this Agreement on behalf of Sprint has full authority to the company.

(v) Sprint is now in a solvent condition and no bankruptcy or insolvency proceedings are pending or contemplated by or against it.

(vi) Sprint has secured and will fully maintain throughout the Initial Term of this Agreement all licenses, permits, franchises and other governmental approvals and authorizations necessary for the installation, maintenance and operation of the Network, the provision of Services and the performance of all obligations under this Agreement; and

(vii) Sprint is in compliance and will remain in compliance with all applicable federal, state and municipal laws, rules, orders, ordinances, codes and regulations.

(b) Association. Association represents and warrants to Sprint as follows:

(i) Association is an entity duly organized under the laws of its state of organization.

(ii) Association has full corporate power and authority to enter into and perform this Agreement.

(iii) Association is not a party to any agreement that conflicts with the terms of this Agreement.

(iv) The person executing this Agreement on behalf of the Association has full authority to bind the Association.

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10. Indemnification.

(a) By Sprint. Sprint shall indemnify and hold harmless Association from and against any and all claims, liability, damages and judgments arising from (i) damage to any person or property caused by the negligence or intentional misconduct of Sprint, its employees, agents, contractors or representatives; or (ii) any breach or non-performance by Sprint of any of its representations or obligations contained in this Agreement.

(b) By Association. Association shall indemnify and hold harmless Sprint from and against any and all claims, liability, damages and judgments, arising from (i) damage to any person or property caused by the negligence or intentional misconduct of the Association, its employees, agents, contractors or representatives; (ii) any breach or non-performance by the Association of any of its representations or obligations contained in this