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DECLARATION OF COVENANTS AND RESTRICTIONS

FOR

ALESBURY

(WINDSOR PARKE - UNIT FOUR)

This Declaration of Covenants is made this 13^th day of

January, 1993 by M.W.P. Limited Partnership, a Florida

Limited Partnership authorized to transact business in the State of

Florida, having in address at 6900 Southpoint Drive, North, Suite

230, Jacksonville, Florida 32216 (“the Declarant”).

RECITALS

Whereas, Declarant is the owner of the real property known as

Windsor Parke Unit Four according to the plat thereof recorded in

the Public Records of Duval County, Florida herein referred to as

the “Property” : and

Whereas, Declarant desires to establish an association of

owners within the Property which will maintain the property owned

by such association and such other property as set forth in this

Declaration, including property owned by or dedicated to the City

of Jacksonville, Florida lying within the rights-of-way or

easements owned by or dedicated to the City and serving the

residents of the Property and not being maintained by the City;

and,

Whereas, the Property is subject to a recorded instrument

entitled Declaration of Covenants, Conditions and Restrictions for

Windsor Parke which instrument imposes upon the Property certain

covenants running with the land; and,

Whereas, Declarant desires to supplement said covenants by the

imposition of the additional covenants herein contained; now,

Now, therefore, Declarant in consideration of the premises and

the covenants herein contained, and for ~he purpose of preserving

the value and maintaining the desirability of the Property for the

benefit of all owners of portions of the Property, hereby declares

that the Property shall be subject to the covenants, restrictions,

easements, reservations and liens herein established, which shall

be covenants running with the land and which shall be binding upon

and inure to the benefit of Declarant and its successors and

assigns.

W I T N E S S E T H

ARTICLE I

DEFINITIONS

1.1 “A.R.C.” means the Architectural Review Committee of the

Association as set forth in Article V hereof.

1.2 “Architectural Criteria” means the Regulations from time

to time adopted by the A.R.C. and approved by the Board of

Directors pertaining to construction standards ~or improvements

constructed within the Property.

1.3 “Association” means the Alesbury Homeowner's

Association, Inc., a Florida not-for-profit corporation established

for the purposes set forth herein, its successors and assigns.

1.4 “Board” or “Board of Directors” means the Association's

Board of Directors.

1.5 “Club Property” means the property described in the

Master Declaration as the Club Property, which is known as the

Windsor Parke Golf and Country Club.

1.6 “Common Areas” means all property from time to time owned

by the Association or designated for ownership by the Association

for the common use and enjoyment of all Owners, together with all

improvements, fixtures, and tangible personal property now or

hereafter situated thereon and all appurtenant easements.

1.7 “Common Maintenance Areas” means the Common Areas, if

any, and the entrance monuments, drainage facilities and detention

ponds, esplanade and right-of-way landscaping and such other areas

lying within public or private easements or rights-of-way, the

maintenance of which has been designated by the Board of Directors

of the Association as an Association responsibility for the

preservation, protection and enhancement of the property values and

the general health, safety or welfare of the residents.

1.8 “Declarant” means M.W.P. Limited Partnership, a Florida

limited partnership, its successors and assigns who are designated

as such in writing by Declarant, and who consent in writing to

assume the duties and obligations of the Declarant with respect to

the Lots acquired by such successor or assign.

1.9 “Declaration” means this Declaration of Covenants For

Alesbury Homeowner's Association, Inc., (Windsor Parke) and any

amendments and annexations thereto.

1.10 “Golf Front Lot” means any Lot which has frontage on or

common boundaries with the Club Property.

1.11 “Legal Documents” collectively means this Declaration of

Covenants and Restrictions and any supplemental declarations made

in accordance herewith, as amended from time to time, the

Association's Articles of Incorporation (the “Articles”) and the

Association's By-Laws (the “By-Laws”), as the same may be amended

from time to time.

1.12 “Lakefront Lots” means all Lots containing within the lot

lines a portion of a lake or pond within the Property, or having

frontage on or common boundaries with a lake or pond.

1.13 “Law” means any statute, ordinance, rule, regulation, or

order adopted or enforced by the United States of America, or any

agency, officer, or instrumentality thereof, or by the State of

Florida, or any agency, officer, municipality, or political

subdivision thereof.

1.14 “Lot” means any plot of land shown on the Plat or any

subsequently recorded subdivision plat of the Property, which is

designated thereon as a lot, excluding any areas designated as

Common Areas or for utilities or drainage uses or dedicated to

public use.

1.15 “Master Association” means the Windsor Parke Property

Owner's Association, a Florida not for profit corporation, as

described in the Master Declaration.

1.16 “Master Declaration” means the Declaration of Covenants,

Conditions and Restrictions for Windsor Parke recorded in O.R. Book

1749, Page 1141 of the Public Records of Duval County, Florida and

any amendments and annexations thereto. The Master Declarant is

the Declarant under the Master Declaration.

1.17 “Mortgage” means any mortgage, deed of trust, or other

instrument validly transferring any interest in any Lot, or

creating a lien upon any Lot, in either case as security for

performance of an obligation. The term Mortgage does not include

judgments, involuntary liens, or liens arising by operation of Law.

“First Mortgage” means any Mortgage constituting a lien prior in

dignity to all other Mortgages encumbering the same property.

1.18 “Mortgagee” means the Person(s) named as the obligee

under any Mortgage, or the successor in interest to any such

Person, including the Federal National Mortgage Association, the

Veterans Administration, the Federal Housing Authority and similar

guarantors or insurers of First Mortgages.

1.19 “Owner” means the record owner, whether one or more

Persons, of the fee simple title to any Lot, including contract

sellers, but excluding contract buyers and any Person holding such

fee simple title merely as security for the performance of an

obligation. Declarant is an Owner as to each Lot owned by the

Declarant.

1.20 “Person” means any natural person or artificial entity

having legal capacity.

1.21 “Plat” means that subdivision plat of Windsor Parke Unit

Four to be recorded in the Public Records of Duval County, Florida

and the recorded plat of any lands made subject to the provisions

of this Declaration pursuant to the provisions hereof, and any

amendments thereto.

1.22 “Property” means the lands in Duval County, Florida,

described on Exhibit A attached to this Declaration together with

all other lands that hereafter may be made subject to the

provisions of this Declaration in the manner provided herein.

1.23 “PUD Ordinance” means Ordinance #86-749-660 of the City

of Jacksonville, Florida setting forth the criteria for the Windsor

Parke Planned Unit Development, as amended from time to time.

1.24 “Regulations” means any rules and regulations regarding

the use of the Property duly adopted by the Association in

accordance with the Legal Documents, including the Architectural

Criteria.

1.25 “Unit” means any residential dwelling situated upon any

Lot.

1.26 “Work” means the initial development of all or any

portion of the Property as a residential community by the con-

struction and installation of streets, utility systems, community

facilities, buildings, and other improvements, and the sale, lease,

or other disposition of the Property in parcels, but does not

include the construction of Units except when constructed by

Declarant. Such term is to be broadly construed to include any and

all activities, uses, structures, and improvements necessary,

convenient, or desirable to accomplish such construction and

disposition.

ARTICLE II

ALESBURY HOMEOWNER'S ASSOCIATION, INC.

2.0 Creation. Declarant shall incorporate a not-for-profit

corporation pursuant to Chapter 617 of the Florida Statutes to be

known as Alesbury Homeowner's Association, Inc. for the purposes

set forth herein, to be referred to herein as the Association

2.1 Sub-Association. The Association shall be a sub-

Association of the Master Association.

2.2 Purpose of Maintenance Fund. The Association shall

establish a maintenance fund composed of Owners' annual maintenance

assessments and shall use the proceeds of such fund in providing

for normal, recurring maintenance charges for the Common

Maintenance Areas for the use and benefit of all members of the

Association. Such uses and benefits to be provided by the

Association may include, by way of clarification and not

limitation, any and all of the following: normal recurring

maintenance of the Common Maintenance Areas (including, but not

limited to, mowing, edging, watering, clipping, sweeping, pruning,

raking, and otherwise caring for existing landscaping) and the

improvements to such Common Maintenance Areas, such as sprinkler

systems, and private streets, if any, provided that the Association

shall have no obligation (except as expressly provided hereinafter)

to make capital improvements to the Common Maintenance Areas;

payment of all legal and other expenses incurred in connection with

the enforcement of all recorded covenants, restrictions and

conditions affecting the Property to which the maintenance fund

applies; payment of all reasonable and necessary expenses in

connection with the collection and administration of the

maintenance charge and assessment; employment of policemen and

watchmen, if any; caring for vacant lots; and doing any other thing

or things necessary or desirable in the opinion of the Board of

Directors of the Association to keep the Property neat and in good

order, or which is considered of general benefit to the Owners or

occupants of the Property, it being understood that the judgment of

the Board of Directors in the expenditure of said funds and the

determination of what constitutes normal, recurring maintenance

shall be final and conclusive so long as such judgment is exercised

in good faith. The Association shall, in addition, establish and

maintain an adequate reserve fund for the periodic maintenance,

repair and replacement of improvements to the Common Maintenance

Area. The reserve fund shall be established and maintained out of

regular annual assessments.

2.3 Special Assessments for Working Capital Fund Nonrecurring

Maintenance and Capital Improvements. In addition to the annual

assessments authorized above, the Association may levy special

assessments as follows:

(a) Upon sale of the first Lot by the Declarant to a Class A

Member, a special assessment equal to three (3) months' estimated

regular assessment may be assessed which shall be due and payable

upon conveyance of the Lot to a Class A Member. The aggregate fund

established by such special assessment shall be maintained in a

segregated account, and shall be available for all necessary

expenditures of the Association.

(b) In any assessment year, a special assessment applicable

to that year only for the purpose of defraying, in whole or in

part, the cost of any nonrecurring maintenance, or the acquisition,

construction, reconstruction, repair or replacement of a capital

improvement upon any Common Maintenance Area, including fixtures

and personal property related thereto may be assessed; provided

that such assessment is approved by two-thirds of each class of

those members present in person or by proxy and voting at a meeting

duly convened for such purposes. The Association shall not co-

mingle the proceeds of such special assessments with the

maintenance fund. Such proceeds shall be used solely and

exclusively to fund the nonrecurring maintenance or improvements in

question.

2.4 Non-payment of Assessments: Remedies of the Association.

Any assessment not paid within ten (10) days after the due date

shall bear interest from the due date at the rate of eighteen

percent (18%) per annum, or at such other rate as may be

established from time to time by the Association, but in no event

to exceed the maximum non-usurious rate permitted by applicable law

and the Association shall have the authority to impose late charges

to compensate the administrative and processing costs of late

payments on such terms as it may establish by duly adopted

resolutions. The Association may bring an action at ]aw against

the Owner personally obligated to pay the same, or foreclose the

lien retained herein against the property. No Owner may waive or

otherwise escape liability for the assessments provided for herein

by non-use of the Common Maintenance Area or abandonment of his

property.

2.5 Subordinated Lien to secure Payment. To secure the

payment of the maintenance charge and assessment established hereby

and to be levied on individual Lots as above provided, there is

hereby reserved a lien for the benefit of the Association, said

lien to be enforceable through appropriate proceedings at law or in

equity by such beneficiary; provided, however, that each such lien

shall be specifically made secondary, subordinate and inferior to

any First Mortgage and further provided that as a condition

precedent to any proceeding to enforce such lien if the holder of

a First Mortgage has given written notice to the Association of its

mortgage and requesting notice of any lien enforcement proceedings,

then the Association shall give the holder of such First Mortgage

lien sixty (60) days written notice of such proposed action,

stating the delinquent maintenance charges upon which the proposed

action is based. Upon the request of any such first mortgage

lienholder, said beneficiary shall acknowledge in writing its

obligation to give the foregoing notice with respect to the

particular property covered by such first mortgage lien to the

holder thereof. Sale or transfer of a Lot shall not affect the

assessment lien. However, the sale or transfer of any Lot pursuant

to mortgage foreclosure shall extinguish the lien of such

assessment as to payments which became due prior to such sale or

transfer. No sale, foreclosure or transfer shall relieve such Lot

from liability for any assessments thereafter becoming due or from

the lien thereof. In the event of delinquency, the Association

shall have the right to file a notice or lien in the official

Records of Duval County, Florida.

2.6 Voting Rights. The Association shall have two classes of

voting membership.

(a) Class A. Class A members shall be all Owners with the

exception of Declarant and shall be entitled to one (1) vote for

each Lot owned. When more than one person holds an interest in any

Lot, all such persons shall be members, but the vote for such Lot

shall be exercised as they among themselves determine, and in no

event shall more than one (!) vote be cast with respect ~o any Lot.

(b) Class B. The Class B member shall be the Declarant who

owns Lots or Units that have never been occupied and who shall be

entitled to three (3) votes for each unoccupied Lot owned by it.

The Class B membership shall cease and be converted to Class A

membership not more than one hundred twenty (120) days after the

conveyance of the Lot which causes the total votes outstanding in

the Class A membership to equal the total votes outstanding in the

Class B membership, or seven (7) years after conveyance of the

first Lot by Declarant, whichever occurs earlier. Class B

membership shall be reinstated at any time before the expiration of

7 years from the date of conveyance of the first Lot if additional

Lots owned by Class B member are annexed into the Association in

sufficient numbers to restore a ratio of at least one Class B Lot

to each three Class A Lots in the overall area subject to the

Declaration.

suspended during any period in which such Owner is delinquent in

the payment of any assessment duly established pursuant to this

Article II or is otherwise in default hereunder or under the Bylaws

or Rules and Regulations of the Association or Master Association,

and such suspension shall apply to the proxy authority of the

voting representative, if any.

2.7 Notice and Quorum. Written notice of any meeting called

for the purpose of taking any action authorized under Section

2.3(b) of this Article II shall be sent to all members, or

delivered to their residences, not less than thirty (30) days nor

more than sixty (60) days in advance of the meeting. At any such

meeting called, the presence of members or of proxies or voting

representatives entitled to cast sixty percent (60%) of the votes

of each class of membership shall constitute a quorum. If the

required quorum is not present, another meeting may be called

subject to the same notice requirement at which the quorum shall be

thirty percent (30%) of the votes of each class of membership. No

such subsequent meeting shall be held more than sixty (60) days

following the preceding meeting.

ARTICLE III

GENERAL POWERS AND DUTIES OF

BOARD OF DIRECTORS OF THE ASSOCIATION

3.1 Purpose of Maintenance Fund. The Board, for the benefit

of the Owners, shall provide and shall pay for out of the

maintenance fund provided for in Article II above the following:

(a) Taxes and assessments and other liens and encumbrances

which shall properly be assessed or charged against the Common

Areas rather than against the individual Owners, if any.

(b) Care and preservation of the Common Maintenance Areas.

to manage the Association or any separate portion thereof to the

extent deemed advisable by the Board, (provided that any contract

for management of the Association shall be terminable by the

Association, with no penalty upon ninety (90) days prior written

notice to the managing party) and the services of such other

personnel as the Board shall determine to be necessary or proper

for the operation of the Association, whether such personnel are

employed directly by the Board or the manager.

(d) Legal and accounting services.

(e) A policy or policies of insurance insuring the

Association against any liability to the public or to the Owners

(and/or invitees or tenants) incident to the operation of the

Association in any amount or amounts as determined by the Board of

Directors, including a policy or policies of insurance as provided

herein in Article IV.

(f) Workers compensation insurance to the extent necessary to

comply with any applicable laws.

(g) Such fidelity bonds as may be required by the Bylaws or

as the Board may determine to be advisable.

(h) Any other materials, supplies, insurance, furniture,

labor, services, maintenance, repairs, structural alterations,

taxes or assessments (including taxes or assessments assessed

against an individual Owner) which the Board is required to obtain

or pay for pursuant to the terms of this Declaration or by law or

which in its opinion shall be necessary or proper for the

enforcement of this Declaration.

3.2 Powers and Duties of Board. The Board, for the benefit

of the Owners, shall have the following general powers and duties,

in addition to the specific powers and duties provided for herein

and in the Bylaws of the Association:

(a) To execute all declarations of ownership for tax

assessment purposes with regard to the Common Areas, if any, on

behalf of all Owners.

(b) To borrow funds to pay costs of operation secured by

assignment or pledge of rights against delinquent Owners if the

Board sees fit.

accounts, and generally to have all the power necessary or

incidental to the operation and management of the Association.

(d) To protect or defend the Common Areas from loss or damage

by suit or otherwise and to provide adequate reserves for

replacements.

(e) To make reasonable rules and regulations for the

operation of the Common Maintenance Areas and to amend them from

time to time; provided that, any rule or regulation may be amended

or repealed by an instrument in writing signed by a majority of the

Owners, or with respect to a rule applicable to less than all of

the Common Areas, by the Owners in the portions affected (without

limiting the generality of the foregoing language, the rules and

regulations may provide for limitations on use of common

recreational areas, if any, during certain periods by minors,

visitors or otherwise).

(f) To make available for inspection by Owners within sixty

(60) days after the end of each year an annual report and to make

all books and records of the Association available for inspection

by Owners at reasonable times and intervals.

(g) To adjust the amount, collect and use any insurance

proceeds to repair damaged property or replace lost property, and

if proceeds are insufficient to repair damages or replace lost

property, to assess the Owners proportionate amounts to cover the

deficiency.

(h) To enforce the provisions of any rules made hereunder and

to enjoin and seek damages from any Owner for violation of such

provisions or rules.

(i) To collect all assessments and enforce all penalties for

non-payment including the filing of liens and institution of legal

proceedings.

3.3 Maintenance Contracts. The Board, on behalf of the

Association, shall have full power and authority to contract with

any Owner or other person or entity for the performance by the

Association of services which the Board is not otherwise required

to perform pursuant to the terms hereof, such contracts to be upon

such terms and conditions and for such consideration as the Board

may deed proper, advisable and in the best interest of the

Association.

ARTICLE IV

COMMON AREAS

4.1 Association to Hold. The Association shall own all

Common Areas and assume all maintenance obligations with respect to

any Common Areas which may be hereafter established. Nothing

contained herein shall create an obligation or] the part of

Declarant to establish any Common Area.

4.2 Liability Insurance. From and after the date on which

title to any Common Areas vests in the Association, the Association

shall purchase and carry a general comprehensive public liability

insurance for the benefit of the Association and its members,

covering occurrences on the Common Areas. The policy limits shall

be as determined by the Board of Directors of the Association. The

Association shall use its best efforts to see that such policy

shall contain, if available, cross-liability endorsements or other

appropriate provisions for the benefit of members, Directors, and

the management company retained by the Association (if any),

insuring each against liability to each other insured as well as

third parties. This requirement may be satisfied by being named as

an additional insured under the insurance policies of the Master

Association.

4.3 Condemnation. In the event of condemnation or a sale in

lieu thereof all or any portion of the Common Areas, the funds

payable with respect thereto shall be payable to the Association

and shall be used by the Association to purchase additional Common

Areas to replace that which has been condemned or to take whatever

steps it deems reasonably necessary to repair or correct any damage

suffered as a result of the condemnation. In the event that the

Board of Directors of the Association determines that the funds

cannot be used in such a manner due to the lack of available land

for additional Common Areas or for whatever reason, any remaining

funds may be distributed to each Owner on a pro rata basis.

4.4 Owner's Easements of Enjoyment. Every Owner shall have

a right and easement in and to the Common Areas and a right and

easement of ingress and egress to, and from and through said Common

Areas, and such easement shall be appurtenant to and shall pass

with the title to every Lot subject to the following provisions.

(a) The right of the Association to establish and publish

rules and regulations governing the use of the Common Areas

affecting the welfare of the Association members.

(b) The right of the Association to suspend the right of use

of the Common Areas and the voting rights of an Owner for any

period during which any assessment against his Lot remains unpaid;

and for a period not to exceed sixty (60) days for any infraction

of its published rules and regulations.

hereof, to dedicate or transfer all or any part of the Common

Areas, if any, to any public agency, authority or utility for such

purposes and subject to such conditions as may be agreed to by the

Owners. No such dedication or transfer shall be effective unless

an instrument signed by Owners entitled to cast two-thirds (2/3) of

the votes of each class of membership has been recorded agreeing to

such dedication or transfer.

(d) Ail easements herein described are easements appurtenant

to and running with the land; they shall at all times inure to the

benefit of and be binding upon the undersigned, all of their

grantees, and their grantees, and their respective heirs,

successors, personal representatives and assigns, perpetually and

in full force.

ARTICLE V

ARCHITECTURAL CONTROL

5.0 Architectural Review Committee. The Declarant shall

initially appoint, and thereafter the Association shall maintain,

a standing committee identified as the Architectural Review

Committee, (the A.R.C. ) composed of three or more persons who

need not be Owners. The A.R.C. may retain the services of an

architect or landscape architect (the Professional Advisor ) to

assist the A.R.C. in the performance of its duties under the Legal

Documents. In the absence of specific action appointing members of

the A.R.C., the Board of Directors shall be the committee members.

The Declarant shall retain the right to appoint the A.N.C. members

until the first to occur of a) the sale by Declarant of all the

Lots in the Property and the remaining Unplatted Lands or b) ten

(10) years from the date this Declaration is recorded. Thereafter

the Board of Directors of the Association shall appoint the A.R.C.

members. Any reference in the Legal Documents to architectural

approval by the Association shall be deeded to require the approval

of the A.R.C. No member of the committee shall be entitled to

compensation for services performed, except that the Professional

Advisor, if any, shall be paid a uniform reasonable fee approved by

the Board of Directors of the Association, plus any actual expenses

incurred in the performance of their duties. The fee and an

estimation of expenses as determined by the A.R.C. shall be paid by

the applicant for approval at the time the application is submitted

as hereinafter provided.

5.2 A.R.C. Authority. Unless the Declarant is designated by

this Declaration to regulate a particular item, the A.R.C. has full

authority to regulate the use and appearance of the exterior of the

Property to: (a) assure harmony of external design and location in

relation to surrounding buildings and topography; (b) protect and

conserve the value and desirability of the Property as a

residential community; (c) maintain, to the extent reasonably

practical, the exterior design, appearance and landscaping of the

improvements located on the Property in substantially the same

appearance and condition as existed at the completion of

construction of the approved Units, subject to normal wear and tear

that cannot be avoided by normal maintenance; and (d) maintain

compatibility of external appearance among the improvements located

on the Property. The power to regulate includes the power to

prohibit, and require the removal of (when constructed without

A.R.C. approval), those exterior appearances, uses or activities

inconsistent with the provisions of this Declaration, or contrary

to the best interests of other Owners in maintaining the value and

desirability of the Property as a residential community. The

A.R.C. may adopt, rescind, and amend reasonable rules and

regulations (the Architectural Criteria ) in connection with the

foregoing; provided, however, such rules and regulation: (i) shall

be consistent with the provisions of this Declaration; and (ii) if

the Board of Directors has not constituted itself as the A.R.C.,

shall have been approved by the Board of Directors before taking

effect. Violations of the committee's rules and regulations shall

be enforced by the Board of Directors in the name of the

Association.

5.3 A.R.C. Approval. Except for all construction relatin9 to

the Work and items installed by Declarant as part of the Work, no

building, fence, wall, outbuilding, landscaping or other structure

or improvement shall be erected, altered, added on to upon any

portion of the Property without the prior written consent of the

A.R.C. The foregoing requires the A.R.C. 's prior approval for any

and all construction, changes (including color changes),

alterations, additions, reconstruction, improvements, or of any

nature whatsoever on any Lot or to the exterior of a Unit within

the Property unless any structure, use, or activity is expressly

permitted by the Architectural Criteria.

5.4 Submission of Plans. Prior to the initiation of

construction upon any Lot, the Owner thereof shall first submit to

the A.R.C. a complete set of plans and specifications for the

proposed improvements, including site plans, grading plans, floor

plans depicting room sizes and layouts, exterior elevations,

specifications of materials and exterior colors, and any other

information deemed necessary by the A.R.C. for the performance of

its function. In addition, the Owner shall submit the identity of

the individual or company intended to perform the work and

projected commencement and completion dates.

5.5 Plan Review. Upon receipt by the A.R.C. of all of the

information required by this Article V, it shall have 14 days in

which to review said plans. The proposed improvements will be

approved if, in the sole opinion of the A.R.C.: (i) the

improvements will be of an architectural style and material that

are compatible with the other structures in the Property; (ii) the

improvements will not violate any restrictive covenant or encroach

upon any easement or cross platted building set back lines; (iii)

the improvements will not result in the reduction in property value

or use of adjacent property; and (iv) the improvements will be

substantially completed, including all cleanup, within six (6)

months of the date of commencement [twelve (12) months for the

construction of a complete house]. In the event that the A.R.C.

fails to issue its written approval within fourteen (14) days of

its receipt of the last of the materials or documents required to

complete the Owner's submission, the A.R.C. 's approval shall be

deemed to have been granted without further action. All approvals

shall terminate in one year.

5.6 Non-conforming Structures. If there shall be a

deviation from the approved plans in the completed improvements,

such improvements shall be in violation of this Article V to the

same extent as if erected without prior approval of the A.R.C. The

A.R.C., the Association or any Owner may maintain an action at law

or in equity for the removal or correction of the non-conforming

structure and, if successful, shall recover from the Owner in

violation all costs, expenses and fees incurred in the prosecution

thereof.

5.7 Inspection. The A.R.C. or its designate shall inspect

the construction after completion to assure compliance with the

approved plans and specifications and shall issue a certificate of

compliance if the improvements substantially comply with the

approved plans and specifications and any non-compliance does not

materially violate the provisions of this Declaration or the

Architectural Criteria. If the A.R.C. refuses or is unable to

issue a certificate of compliance, then it shall report to the

Board of Directors specifying the matters of non-compliance. The

Board of Directors shall consider the matters of non-compliance and

shall afford the affected Owner or his representative an

opportunity to be heard regarding such matters following reasonable

notice of the meeting at which these matters will be considered.

The Board of Directors shall thereafter issue a directive excusing

the non-compliance or requiring the Owner to correct the non-

compliant items.

5.8 Limited Liability. In connection with all reviews,

acceptances, inspections, permissions, consents or required

approvals by or from the Declarant or the Association neither the

Declarant, the A.R.C. members, the Board of Directors, the

Professional Advisor nor the Association shall be liable to an

Owner or such other Person and arising out of or in any way related

to the subject matter of any such reviews, inspections, consents or

required approvals, whether given, granted or withheld. The

Association shall defend any action brought against the A.R.C. or

any member thereof arising from acts or omissions of the A.R.C.

committed in good faith and without malice.

5.9 Address for Notice. Requests for A.R.C. approval or

correspondence with the A.R.C. shall be addressed to Windsor Parke

Architectural Review Committee and mailed or delivered to the

principal office of 6900 Southpoint Drive, North, Suite 230,

Jacksonville, Florida 32216 in Duval County, Florida, or such other

address as may be designated from time to time by the A.R.C. No

correspondence or request for approval shall be deemed to have been

received until actually received by the A.R.C. in form satisfactory

to the A.R.C.

ARTICLE VI

EASEMENTS

6.1 Utility Easements. The Declarant hereby reserves the

right to grant perpetual, nonexclusive easements for the benefit of

Declarant or its designees, upon, across, over, through and under

any portion of the Property owned by Declarant for ingress, egress,

installation, replacement, repair, maintenance, use and operation

of all utility and service lines and service systems, public and

private, including, without limitation, cable television.

Declarant, for itself and its designees, reserves the right to

retain title to any and all pipes, lines, cables or other

improvements installed on or in such easements. Upon cessation of

Class B membership, the Association shall have the right to grant

the easements described herein.

6.2 Declarant's Easement of Correct Drainage. As long as

Class B membership shall be in effect, Declarant hereby reserves a

blanket easement on, over and under the ground within the Property

(except at the location of approved Units and paved driveways) to

maintain and correct drainage of surface waters and other erosion

controls in order to maintain reasonable standards of health,

safety and appearance and shall be entitled to remove trees or

vegetation, without liability for replacement or damages, as may be

necessary to provide adequate drainage facilities. Notwithstanding

the foregoing, nothing herein shall be interpreted to impose any

duty upon Declarant to correct or maintain any drainage facilities

within the Property. Upon cessation of Class B membership, the

Association shall have the right to exercise the easements

described herein.

6.3 Easement for Unintentional Encroachment. The Declarant

hereby reserves an exclusive easement for the unintentional

encroachment by any structure upon the Common Area caused by or

resulting from, construction, repair~ shifting, settlement or

movement of any portion of the Property, which exclusive easement

shall exist at all times during the continuance of such

encroachment as an easement appurtenant to the encroaching property

to the extent of such encroachment.

6.4 Entry Easement. In the event that the Owner fails to

maintain the Lot as required herein, or in the event of emergency,

the Association shall have the right to enter upon the Lot to make

emergency repairs and to do other work reasonable necessary for the

property maintenance and operation of the Property. Entry upon the

Lot as provided herein shall not be deemed as a trespass, and the

Association shall not be liable for any damage so created unless

such damage is caused by the Association's willful misconduct or

gross negligence.

6.5 Drainage Easements. Easements for installation and

maintenance of utilities, stormwater retention/detention ponds,

and/or a conservation area are reserved as may be shown on the

recorded subdivision plat. Within these easement areas, no

structure, planting or other material shall be placed or permitted

to remain which may damage or interfere with the installation and

maintenance of utilities, or which may hinder or change the

direction or flow of drainage channels or slopes in the easements.

The easement area of each Lot and all improvements contained

therein shall be maintained continuously by the Owner of the Lot,

except for those improvements for which a public authority, utility

company or the Association is responsible.

ARTICLE VII

USE AND OCCUPANCY

7.0 Residential Use. Ail Lots and dwellings shall be used

and occupied for single family residence purposes. No Lot or

dwelling may be used for commercial, institutional or other non-

residential purpose if such use involves the attendance or entry of

non-residents upon the Lot or otherwise diminishes the residential

character of the Lot or neighborhood. This prohibition shall not

apply to garage sales conducted with the prior written consent of

the Association provided that no Owner shall conduct more than one

(1) garage sale of no more than two (2) days duration during any

six (6) month period.

7.2 Rezoning Prohibited. No Lot shall be rezoned to any

classification allowing commercial, institutional] or other non-

residential use without the express consent of the Association and

Declarant, which may be withheld in Declarant’s sole discretion.

Declarant or the Association may enforce this covenant by obtaining

an injunction against any unapproved rezoning at the expense of the

enjoined party.

7.3 Occupancy and Leasing Restrictions. Each of the Units

shall be occupied only by the Owner or lessee of a Unit, members of

their family, their servants and nonpaying social guests. Entire

units may be rented provided the occupancy is only by the lessee

and the members of their family, servants and nonpaying social

guests. The Owner must notify the Association in writing within ten

(10) days of commencement of a lease, of the name of the tenant,

the term of the lease, and the forwarding address of the Owner.

The Owner will be jointly and severally liable with the tenant to

the Association for any amount which is required by the Association

to repair any damage resulting from acts or omissions of tenants

(as determined in the sole discretion of the Association) or to pay

any claim for injury or damage to property caused by the negligence

of the tenant. Special assessments may be levied against the Lot

for such amounts. No rooms may be rented and no transients may be

accommodated in a Unit. No lease may be for a period of less than

six months without the approval of the Association.

7.4 Animals. No animals, livestock, or poultry shall be

raised, bred, or kept anywhere within the Property, except that

caged birds and other common household pets may be kept by the oc-

cupants of each Unit subject to the Association's Regulations,

provided such pets are not kept, bred or maintained for any com-

mercial purpose and provided further that such pets are neither

dangerous nor a nuisance to the residents of the Property. Dogs

must be leashed or kept within enclosed areas at all times. All

pets are prohibited from the recreational facilities, if any,

located on the Common Area. Pets are prohibited from the Golf

Course at all times.

7.5 Storage of Fuel Tanks, Garbage and Trash Receptacles. All

above ground tanks, cylinder or containers for the storage of

liquified petroleum, gas or other fuel, garbage or trash, must be

approved by the A.R.C. and shall be screened from view from adja-

cent Lots and any street. Except for regular collection and dis-

posal, no rubbish, trash, garbage, or other waste material or

accumulations shall be kept, stored, or permitted anywhere within

the Property, except inside the Unit, or in refuse containers con-

cealed from view, and in accordance with the Association's Regula-

tions. No fires for burning of trash, leaves, clippings, or other

debris shall be permitted on any part of the Property, including

street rights-of-way.

7.6 Sewage Disposal and Water Service. Ail water and sewage

facilities and service to the Property shall be supplied by the

central water supply and sewage system providing service to the

property. No well of any kind shall be dug or drilled on the Pro-

perty without the prior approval of the A.R.C., and then only for

the purpose of providing landscape irrigation. No septic tank may

be constructed on any Lot. No sewage may be discharged on the open

ground or into the lakes. No water from air conditioning systems or

swimming pools shall be discharged into the wetlands, canals or

lakes. There is a non-exclusive perpetual easement, in, over and

under the areas described on the Plat as Easement for Utilities

or similar wording for the purpose of installation, maintenance and

operation of water, drainage and sewage facilities.

7.7 Signs and Mailboxes. No sign of any kind shall be dis-

played to public view within the Property except customary address

signs approved by the A.R.C., and an approved lawn sign of not more

than four (4) square feet in size advertising a Lot for sale or

rent. All signs permitted by this subsection are subject to the

A.R.C. 's Regulations. The size, design and color of all mailboxes

and the supporting structures must be approved by the A.R.C. and

must comply with Postal Service regulations.

7.8 Window Coverings and Air Conditioners. Without the prior

written approval of the A.R.C., no aluminum foil, tinted glass or

other reflective material shall be installed or maintained on any

windows of a Unit. No window air conditioning units shall be

permitted. All exterior components of air conditioning units shall

be screened from view from the street and other Lots by approved

fences, walls or shrubbery, which shall be installed to minimize

noise from the air conditioning unit.

7.9 Wetlands.

(a) General. Only the Golf Course Owner or the Master

Association shall have the right to pump or otherwise remove

any water from any lake, stream, pond, lagoon, marsh or other

wetlands situated in whole or in part upon the Property for

the purpose of irrigation or other use notwithstanding that

all or a portion of such wetlands may be located within a Lot.

Subject to drainage easements to the City of Jacksonville,

Florida, the Master Association shall have the sole and

absolute right to control the water level and quality of such

lakes and wetlands and to control the growth and eradication

of plants, animals, fish and fungi in any such lakes and wet-

lands. The height, grade and contour of any lake embankment

shall not be changed without the prior written consent of the

Master Association. No docks, moorings, pilings, bulkheads or

other structures shall be constructed on such embankments.

(b) Recreational Use. No swimming, bathing, boating or

similar activity is permitted in any lake or wetland.

Johns River Water Management District (“SJRWMD”) Permit No. 4-

031-0307 and subsequent surface water management permits

issued by SJRWMD for Windsor Parke. No construction of

improvements and no dredging or filling activities are

permitted waterward of the jurisdictional limit lines as shown

on the plat and plans submitted to SJRWMD in connection with

said permit, as amended and supplemented, (copies of which are

on file in the offices of the St. Johns River Mater Management

District) except as allowed by said permit and as may be

allowed by future permits. The foregoing provisions may be

enforced by the SJRWMD and may not be amended without the

approval of the SJRWMD.

7.10 General Prohibitions and Indemnity. No activity is per-

mitted, nor shall any object or substance be kept, stored, or

emitted, within the Property in violation of law. No noxious, de-

structive, or offensive activity is permitted within the Property,

nor shall anything be done within the Property that may constitute

a nuisance to any other Person lawfully occupying any Lot. Each

Owner shall defend, indemnify, and hold the Association and other

Owners harmless against all loss from damage or waste caused by

such Owner, or by any occupant of such Owner's Lot. Notwithstanding

the foregoing, or any other provision of the Declaration to the

contrary, ax] Owner's liability to the Association nor unintentional

acts or omissions is limited to the available proceeds of any and

all insurance maintained by such Owner or the Association if, at

the time of such act or omission, such Owner or the Association has

insurance in force complying with the requirements of this

Declaration. Collection of such proceeds is at the Association's

risk. To the extent from tine to time available, the Association's

insurance must provide for waiver of subrogation by the

Association's insurer against any Owner because of any

unintentional act or omission for which such Owner is responsible

under this paragraph.

7.11 Construction Standards. Lots may only be improved by the

construction thereon of a Unit in accordance with plans and

specifications for such Unit approved in writing by the A.R.C. in

accordance with the procedures described in Article VIII hereof.

All exterior materials and appearances must be approved by the

A.R.C. Exposed concrete block is prohibited. Similar exterior

elevations will not be permitted on Lots immediately adjacent or

across from each other.

7.12 Size and Minimum Floor Elevation Limitations. The Units

constructed on each Lot shall not exceed the height of thirty-five

(35) feet above grade level. Minimum floor elevations must comply

with Hill, Boring and Associates, Inc. Neighborhood Drainage dated

March, 1989, which is on file at the Association’s office. Units

shall have a minimum square footage of eighteen hundred (1800)

square feet of interior living area, exclusive of garages, porches

and patios. Total ground coverage shall not exceed thirty-five

percent (35%) of the Lot surface area.

7.13 Other Structures. Without the prior written approval of

the A.R.C., no tents, sheds, trailers, tanks, storage buildings,

clothes lines, arbors, gazebos, swimming pools, or structures of

any type, whether similar or dissimilar to those herein enumerated

and whether intended to be temporary or permanent, may be erected

on a Lot, except that children's play structures may be located in

the rear yard of Lots that are not Golf Front or Lake Front Lots

without A.R.C. approval. Swimming pools must be located behind the

Unit with the pool walls not closer than four feet to a line

extended from and aligned with the side walls of the Unit, and any

pool enclosures may not extend beyond that line. No trailer,

basement, garage, or any outbuilding of any kind shall be at any

time used as a residence either temporarily or permanently. No

picnic areas and no detached outbuildings shall be erected or

permitted to remain on any Lot prior to the start of construction

of a permanent residence thereon.

7.14 Landscaping. In connection with the construction of

improvements on any vacant Lot, complete landscaping plans must be

submitted and approved with the plans and specifications for con-

struction of the Unit in accordance with the procedures described

in Article V hereof. All landscaping plans must include a minimum

expenditure established from time to time by the A.R.C. for land-

scaping plants (exclusive of sod, fill dirt, grading, mulch, irri-

gation systems and design fees). Applicable water management

permits require irrigation systems to be supplied by shallow wells.

If an automatic underground sprinkler system is to be installed,

the plans must include the location of the shallow well and details

on the pumping system and irrigation system. No hardwood trees of

six (6) inches or more in diameter or softwood trees of eight (8)

inches or more in diameter at a point two (2) feet above the ground

may be removed without the written approval of the A.R.C., unless

located within five (5) feet of an approved building site for a

Unit or within the area of an approved driveway. Siting of Units

and other improvements on Lots shall be done to preserve specimen

hardwood trees whenever possible. Any Person removing trees in

violation of this covenant shall pay to the Declarant (or the

Association following transfer of control of the Board of Directors

from Declarant) a stipulated liquidated damage sum of $30.00 per

inch of diameter measured as stated above for each tree, up to a

maximum liquidated damage sum of $15,000 for any Lot. No hedges or

hedge like grouping of plants exceeding four (4) feet in height

shall be permitted withOUt the written approval of the A.R.C. No

artificial grass, plants or other artificial vegetation shall be

placed or maintained on any Lot. No weeds, underbrush or other

unsightly vegetation shall be permitted to grow or remain on any

Lot. The lake banks of all Lakefront Lots must be sodded and

irrigated with automatic sprinkling systems and irrigation from top

of bank to the water's edge. The rear twenty (20) feet of Golf

Front Lots shall not be cleared of any trees or shrubs, except that

palmetto plants may be removed with A.R.C. approval.

7.15 Fences.

(a) General. Ail fences and walls must be approved

by the A.R.C. prior to installation or modification. In

general, fences and walls, are discouraged that define

property lines. Hedges or dense vegetation is the preferred

method for privacy screening. No fence or wall may exceed six

f~et in height. No chain link, barbed wire or other forms of

wire fences are permitted. Decorative wrought iron or other

metal fences when used to surround pools may be approved by

the A.R.C. No fence, except decorative wrought iron or

aluminum fences approved by the A.R.C., may be erected on any

Lot adjoining a golf course or lake.

(b) Preservation of Easement Rights. Specific refer-

ence is made to the easements shown on the Plat and reserved

in this Declaration. No fence, wall, or other improvements

that interfere with exercise of these easement rights may be

constructed, installed or maintained in these easement areas.

Any improvements or landscaping located in these easement

areas are subject to removal at the expense of the Owner of

the Lot when requested by the grantee of the easement.

7.16 Setback Lines. To assure that location of dwellings will

be staggered where practical and appropriate, so that the maximum

amount of view and breeze will be available to each dwelling and

that the structures will be located with regard to the topography

of each Lot and to preserve specimen hardwood trees, the A.R.C.

shall have the right to control absolutely and to solely decide the

precise site and location of any dwelling or other structure upon

all Lots, subject to compliance with zoning regulations. Except in

instances of irregular Lot configurations or when there is a

special hardship, the A.R.C. shall not approve set-backs less than

twenty (20) feet from the front lot line, fifteen (15) feet from

side street lot lines, seven and one-half feet (7.5) for side lot

lines, and twenty (20) feet from rear lot lines or the top of the

bank for Lakefront Lots. In addition, the rear building line of a

unit located on a Lakefront Lot or Golf Front Lot shall not be more

than ninety-five (95) feet from the front Lot line. Declarant

reserves the right to establish specific setback lines applicable

to any unsold Lots in the Property by limitations shown on the Plat

or by recorded document.

7.17 Parking Restrictions and Garages.

(a) Parking. Unless and until the Association promulgates

Regulations expressly authorizing the parking, storage, or

repair, of boats, trailers, recreational vehicles, or other

vehicles, no vehicle, boat, or trailer may be parked, stored,

or repaired, anywhere within the Property except that

functional passenger automobiles, vans, motorcycles, and

trucks of one-half ton capacity or less (collectively, Per-

mitted Vehicles ) may be parked in those areas described in

this paragraph. Boats, trailers and other vehicles that are

not Permitted Vehicles may be regularly parked only in the

garage of a Unit. Permitted Vehicles may be parked only within

a garage of a Unit or in the driveway. No parking places may

be constructed on any Lot, except as constructed in accordance

with approved plans and specifications. Commercial vehicles or

any Permitted Vehicles with advertising thereon shall not be

parked within public view on a regular basis. No part of the

Common Areas or of the public right-of-ways shall be regularly

used for parking. The Association may enforce the foregoing

restrictions in any lawful manner, including the imposition of

reasonable, uniform fines for willful or repeated violations.

Nothing in this paragraph prohibits the emergency repair or

servicing of Permitted Vehicles, so long as such repair or

servicing is completed within 48 hours, or the occasional

parking of vehicles by delivery personnel or guests of Owners

in a manner not complying with this paragraph.

(b) Garages. No garage shall be permanently enclosed or

converted to another use All Units must be constructed with

garages attached or detached which shall contain at least two

parking places with a minimum of three hundred sixty (360)

square feet of usable space appropriate for the parking of

Permitted Vehicles. All garages must have electric door

openers which shall be maintained in a useful condition and

shall be kept closed when not in use. Garage entrances shall

face toward the side or rear of the Lot wherever possible.

driveway constructed of a material approved by, the A.R.C. as

part of the plans and specifications.

7.18 Alterations, Modifications and Maintenance of Exteriors.

An Owner may not cause or permit any alteration, modification,

renovation or reconstruction to be made to the structural compo-

nents, roof, or exterior of his Unit including driveways and park-

ing areas, nor make any additions to the exterior of his Unit in-

cluding the installation of window air conditioners, without the

prior written approval of the A.R.C., except that an Owner shall

maintain, repair and replace the exterior of his Unit and Lot with

materials of the same style, color and of equal or greater quality

as originally constructed in accordance with approved plans and

specifications.

7.19 Antenna Systems. No television or radio masts, towers,

poles, antennas, aerials, satellite dishes, or similar appurte-

nances shall be erected, constructed, or maintained on the exterior

of any Unit or Lot.

7.20 Declarant's Signs. Signs or billboards may be erected by

the Declarant.

7.21 Political Signs. Not more than two (2) political signs

may be erected upon a Lot by the Owner of such Lot advocating the

election of one or more political candidate or the sponsorship of

a political party, issue or proposal provided that such signs shall

not be erected more than 30 days in advance of the election to

which they pertain and are removed within 7 days after the

election

7.22 Outdoor Drying of Laundry. Outdoor drying of laundry or

other items must be done in areas that are completely screened from

view from the Club Property, adjacent Lots and any street. All

clothes lines or drying racks must be approved in writing by the

A.R.C. No rugs, drapes, or other items shall be hung from any

portion of the exterior of any Unit.

7.23 Club Property. The golf course adjacent to the Property

(identified herein as the Club Property) is not a part of the

Common Areas and is not available for use by residents, guests or

visitors of the Property, unless such persons have registered with

the golf course office and paid all applicable fees. No walking,

bicycle riding, jogging, skating, pet walking or other activities

are permitted on the Club Property at any time.

ARTICLE VIII

OPERATION AND EXTENSION

8.0 Effect Upon Additional Lands. With respect to the Addi-

tional Lands, the provisions of this Declaration are not self-exe-

cuting and shall be of no legal force and effect unless from time

to time extended to all or any portion of the Additional Lands by

a recorded amendment to this Declaration, that declares all or a

part of the Additional Land to be subject to the provisions hereof.

Declarant agrees that all extensions shall be in accordance with

the general plan of development established by this Declaration and

the PUD Ordinance. Declarant or any person to whom Declarant has

assigned its rights to develop the Additional Land may execute and

record such an amendment or amendments without the consent or

joinder of any Owner, Subdivision Declarant, the Association, or

any other Person. The provisions of this Declaration then

automatically shall be extended to the portion of the Additional

Lands described in such amendment and shall run with such lands and

be binding upon all Persons having any right, title or interest

therein, or any part thereof, their respective heirs, successors,

and assigns. Until the foregoing occurs this Declaration does not

constitute an encumbrance or restriction upon the title to all or

any portion of the Additional Lands. If the provisions of this

Declaration have not been so extended to the Additional Lands on or

before fifteen years from the date this Declaration is recorded,

then the Declarant, its successors or assigns shall no longer have

the right to extend the provisions of this Declaration as provided

in this Article.

8.1 Other Extensions. The extension of the provisions of

this Declaration to any lands other than the Additional Lands re-

quires the approval of two-thirds (2/3) of each class of the mem-

bers of the Association. Such extension shall become effective

upon recording an amendment to this Declaration, executed by the

Association and the Owners of all interests in lands to which the

provisions of this Declaration are extended with the formalities

from time to time required for a deed under the laws of the State

of Florida.

ARTICLE IX

GENERAL PROVISIONS

9.0. Enforcement.

(a) Rights of Declarant and Association. Declarant

reserves the right for the Declarant or the Association, following

ten (10) days written notice to the Owner of the Lot specifying a

violation of the Legal Documents, to enter upon any Lot to correct

any violation of the Legal Documents or to take such other action

at the expense of the Owner as Declarant or the Association deems

necessary to enforce these covenants and restrictions. The Owner

of the Lot shall pay Declarant or the Association on demand the

actual cost of such enforcement plus twenty (20%) percent. In the

event that such charges are not paid on demand, the charges shall

bear interest at the maximum legal rate of interest from the date

of demand. Declarant or the Association may, at its option, bring

action at law against the Owner personally obligated to pay the

same, or upon giving the Owner ten (10) days written notice of an

intention to file a claim of lien against a Lot, may file and

foreclose such lien.

(b) Legal Proceedings. The Declarant, the Association,

or the Owner has the right to enforce by any appropriate proceeding

all restrictions, covenants, and easements now or hereafter imposed

by, or pursuant to, the provisions of the Legal Documents. If the

Association or the Declarant is the prevailing party in any

litigation involving the Legal Documents or any of the

Association's Regulations, or if any Owner obtains the enforcement

of any provision of the Legal Documents against any Owner, other

than Declarant or the Association, then such party may recover all

costs and expenses, including reasonable attorneys' fees incurred

in trial and appellate proceedings from such nonprevailing Owner.

In no event may such costs and expenses be recovered against the

Association or Declarant, unless otherwise provided by Law. If the

Association is the prevailing party against any Owner, such costs

and expenses, including reasonable attorneys' fees, may be assessed

against the Owner's Lot, as provided in the Articles entitled

“Covenant for Assessments”.

Association or by any Owner to enforce any covenant, restriction,

Regulation will not constitute a waiver of the right to do so at

any time, nor shall such failure to enforce create any liability

for the Declarant or the Association to any Owner or any other

Person.

9.1 Term and Renewal. The provisions of this Declaration

shall run with and bind the Property,' and all other lands to which

it may hereafter be extended as provided herein, and shall be

binding on all Persons having any right, title, or interest

therein, their respective heirs, successors, and assigns and shall

inure to the benefit of and be enforceable by the Declarant, the

Association or any Owner, their respective heirs, successors, and

assigns, for a period of 40 years from the date this Declaration is

recorded, whereupon these provisions shall be extended

automatically for successive renewal periods of ten years each,

unless sixty-seven percent (67%) of the then Owners elect not to

reimpose them as evidenced by an instrument executed by such Owners

and recorded during the six months immediately preceding the

beginning of any renewal period.

9.2 Amendment.

(a) Declarant. The Declarant reserves and shall have

the right without the joinder or consent of any Owner, the

Association, the holder of any mortgage, lien or other encumbrance

affecting the Property, or ally other Person except the Master

Declarant: (i) to amend this Declaration to comply with any

requirements of a governmental agency, institutional First

Mortgagee, or other Person (including the Federal National Mortgage

Association, Veterans Administration, or the Federal Housing

Authority) willing to make, insure, guaranty, or purchase mortgage

loans secured by a Lot; or (ii) to amend this Declaration or the

other Legal Documents to cure any ambiguity or error or any

inconsistency between these provisions and the other Legal

Documents or the Plat.

(b) Owners. Subject to specific provisions of this

Declaration which shall supersede the provisions of this paragraph,

this Declaration may be amended by the Association with the

formalities from time to time required of a deed under the laws of

the State of Florida and signed by not less than sixty-seven

percent (67%) of all Owners. No amendment shall be effective until

recorded but the Association's proper execution shall entitle it to

public record, notwithstanding the informal execution by the

requisite percentage of Owners.

9.3 Other Approvals. Ail of the following actions require

the prior approval of the Declarant and the Master Declarant (for

so long as Declarant owns any Lots for sale in the ordinary course

of business) and the holders of sixty-seven percent (67%) of the

First Mortgagees within the Property and, as the same may be

required while there is a Class B membership, the Federal Housing

Authority, the Veterans Administration and the United States

Department of Housing and Urban Development: (a) amendment of this

Declaration, except as expressly provided in the Article entitled

Operation and Extension and in subparagraph (a) of the last

preceding paragraph; and (b) alienation or encumbrancing of all or

any portion of the Common Areas; and (c) the merger, consolidation,

or dissolution of the Association; and (d) the annexation of

additional lands or extension of the provisions of this Declaration

to lands other than the Unplatted Lands.

9.4 Reservation of Riqht to Release Restrictions. Subject to

applicable zoning regulations, in each instance where a structure

has beer] erected, or the construction thereof is substantially

advanced, in such a manner that some portion of the structure

encroaches upon any set-back or easement area or the Common Area,

Declarant reserves for itself the right to release the Lot from the

encroachment and to grant an exception to permit the encroachment

by the structure over the set-back or easement area or the Common

Areas without the consent or joinder of any Person irrespective of

who owns the affected lands, so long as Declarant, in the exercise

of its sole discretion, determines that the release or exception

will not materially and adversely affect the health and safety of

Owners, the value of adjacent Lots and the overall appearance of

the Property. Upon granting of an exception to an Owner, tile

exception granted shall be binding upon all subsequent Owners of

the affected Lots.

9.5 Rights of First Mortqaqees. Any First Mortgagee and

insurers or guarantors of First Mortgages have the following

rights:

(a) Inspection. During normal business hours, and upon

reasonable notice and in a reasonable manner, to inspect current

copies of the Legal Documents and Regulations and the books,

records, and financial statements of the Association; and

(b) Financial Statements. Upon written request to the

Secretary of the Association, to receive copies of the annual

financial statements for the immediately preceding fiscal year of

the Association, provided, however, the Association may make a

reasonable, uniform charge to defray its cost incurred in providing

such copies; and

all meetings of the membership of the Association, who is entitled

to a reasonable opportunity to be heard in connection with any

business brought before such meeting but in no event entitled to

vote thereon.

(d) Notices. By written notice to the Secretary of the

Association, and upon payment to the Association of any reasonable,

uniform annual fee that the Association from time to time may

establish for the purpose of defraying its costs, any First

Mortgagee, insurer, or guarantor of a First Mortgage shall be

entitled to receive any notice that is required to be given to the

Class A members of this Association under any provision of the

Legal Documents. Additionally, any such First Mortgagee, insurer,

or guarantor of a First Mortgage giving written notice to the

Association shall be entitled to written notice of: (i) any

condemnation or casualty loss affecting a material portion of the

Property or any Lot encumbered by its First Mortgage; (ii) any 60

day delinquency in the payment of assessments or charges owed by

the Owner of any Lot encumbered by its First Mortgage; (iii) lapse,

cancellation or material modification of any insurance coverage or

fidelity bond maintained by the Association; and (iv) any proposed

action requiring the consent of a specified percentage of mortgage

holders.

9.6 Provisions Inoperative as to Initial Construction.

Nothing contained in this Declaration shall be interpreted, or

enforced to prevent Declarant, or its contractors, subcontractors,

agents, employees, successors or assigns from doing or performing

on all or any part of the Property owned or controlled by

Declarant whatever it or they determine to be necessary,

convenient, or desirable to complete the work. The foregoing

includes the right for Declarant and any Person designated by

Declarant in writing to construct and use signs, construction

trailers, or buildings, model units, design centers, and offices

for sales and resales of Lots.

9.7 Assignment. Declarant may assign to any Person,

including Persons engaged in the business of constructing

improvements on Lots for resale purposes, all or some of the

rights, privileges and exemptions granted herein to developer in

connection with the ownership, use, or development of a portion of

the Property including by way of example the rights, privileges and

exemptions described in paragraph 8.6 hereof. Any such assignment

shall be non-exclusive unless otherwise notes, and shall be

effective only for so long as such right, privilege or exemption

would inure to the benefit of Declarant.

9.8 Severability. Invalidation of any provision of the Legal

Documents by judgment or court order will not affect any other

provision, all of which will remain in full force and effect;

provided, however, any court of competent jurisdiction is hereby

empowered, to the extent practicable, to reform any otherwise

invalid provision contained in the Legal Documents when necessary

to avoid a finding of invalidity while effectuating Declarant's

intent of providing a comprehensive plan for the use, development,

sale, and beneficial enjoyment of the Property.

9.9 Notices. Any notice required to be sent to any Owner, or

the Declarant under the provisions of this Declaration shall be

deemed to have been properly sent when mailed, postage paid, to the

last known address of the person who appears as the Owner on either

the records of the Association or the public records of Duval

County, Florida at the time of such mailing. Notices to the

Association shall be sent in the manner described above to the

registered office of the Association.

IN WITNESS WHEREOF, Declarant has executed this Declaration

the date first stated above.

Signed, sealed and delivered

in the presence of:

WITNESSES