• Prepared by and return to;Linda Connor Kane, EsquireHolland & Knight LLP50 N. Laura Street, Suite 3900Jacksonviile. Florida 32202File ?io: 57479.9

USE AND ACCESS AGREEMENT

THIS AGREEMENT is entered into this £L day of ,W14 V , 2000, byand between SANDESTIN CLUB DRIVE OWNERS ASSOCIATION, INC., aFlorida not-for-profit corporation ("Club Drive"), and BURNT PINE EASTHOMEOWNERS ASSOCIATION, INC., a Florida not-for-profit corporation("Burnt Pine Association").

RECITALS

A. Club Drive Association is the not-for-profit association responsiblefor the operation and maintenance of certain common, properties within aplanned unit development commonly referred to as "Club Drive".

B. Club Drive Association has installed a limited access gate over andacross Club Drive ("Limited Access Gate") which limits access to thecommunities within Club Drive and will limit access to communities to bedeveloped in the Burnt Pine East Community.

The Burnt Pine East Community is and shall be deemed to bethose lands which are from time to time are subjected to the Declaration ofCovenants, Conditions, Restrictions and Easements for Burnt Pine Eastrecorded in Official Records Book 2727 , page /OO of the public recordsof Walton County, Florida ("Burnt Pine Declaration").

C. Contemporaneously herewith the plat of Ravenwood was recordedin Fiat Book 14, page 39 and 39A of the public records of Walton County,Florida. Ravenwood is the first community to be developed in Burnt Pine East.

D. Club Drive Association is responsible for the Limited Access Gateand its operation. The Club Drive Association has agreed to grant to theowners in the Burnt Pine Association, as such exist from time to time, the rightof access through the Limited Access Gate, based upon the agreement of theBurnt Pine Association to comply with the terms hereof.

NOW, THEREFORE, in consideration of the premises and other good andvaluable consideration, receipt and adequacy of which are herebyacknowledged, the parties agree as follows:

1. Club Drive Association hereby grants to Burnt PineAssociation, all owners subject to the Burnt Pine Declaration, their successors,assigns and mortgagees, a perpetual, non-exclusive easement for ingress,egress over and through the Limited Access Gate, which use shall be subject toall terms and conditions of the Declaration of Covenants, Easements,Conditions, and Restrictions for Club Drive recorded in Official Records Book847, page 122, of the public records of Walton County, Florida ("Declaration"),as such Club Drive Declaration is amended and supplemented from time totime.

2. In consideration of the foregoing grant, Burnt Pine Associationagrees to pay a pro-rata share of the cost of operation, repair and maintenanceof the Limited Access Gate on the following terms and conditions:

a. Each year the Club Drive Association shall establish abudget for the Limited Access Gate which shall include all costs of operation,repair and maintenance of the Limited Access Gate, including any real estatetaxes, cost of utilities, and insurance which Club Drive Association deemsreasonable and necessary for such purposes;

b. The Club Drive Association shall deliver a copy of the portionof the budget relating to the Limited Access Gate to the Board of Directors ofBurnt Pine Association, the Board of Directors of Burnt Pine Association shallhave fifteen (15) days from the receipt of the Limited Access Gate budget toreview the budget and to approve such budget, such approval not to beunreasonably withheld. If the Burnt Pine Association fails to respond withinthe foregoing fifteen (15) day period from receipt then the Burnt PineAssociation will be deemed to have approved the budget

c. If the Board of Directors of the Burnt Pine Associationdetermine to disapprove part or all of the budget it shall submit to Club DriveAssociation a revised budget which is verified by actual bids for the services tobe changed. Thereafter, the Board of Directors of Burnt Pine Association andClub Drive Association shall in good faith attempt to develop a mutuallyacceptable budget. if the Boards are unable to develop such a mutuallyacceptable budget, the dispute shall be submitted to mediation and themediator shall be a licensed community association manager mutually agreedupon by the two Boards of Directors. The cost of mediation will be sharedequally by the Burnt Pine Association and the Club Drive Association. Thedecision reached during this mediation process will be binding on both parties.

2

d. As long as this Use and Access Agreement is in effect, eachmember of the Burnt Pine Association will be required to pay a share of theoperating costs for the Limited Access Gate depending upon whether themember owns an unimproved lot or a completed home / home underconstruction. The members of the Burnt Pine Association shall remit theappropriate quarterly assessment to the Club Drive Association on or beforeJanuazy jQth ,April JQW, July 10th, and October lOth of each year..

e. In the event that there is an unforeseen repair ormaintenance required to the Limited Access Gate, or in the event that thebudget is insufficient for the cost of the operation, maintenance and repair ofthe Limited Access Gate in any one year, the Club Drive Association maysubmit to the Board of Directors of the Burnt Pine Association an amendedbudget to cover the actual costs of operation, maintenance and repair of theLimited Access Gate. The Board of Directors of the Burnt Pine Associationshall levy the pro-rata additional assessment on its members unless the Boardof Directors of the Burnt Pine Association is able to determine that the ClubDrive Association amended budget is in error. Such special assessment shallbe due within thirty (30) days of levy of the assessment.

f. Within sixty (60) days of the close each calendar year, theClub Drive Association shall submit to the Board of Directors of the Burnt PineAssociation a report on the income and expenses of the Limited Access Gate forthe prior year. In the event that the Board of Directors of the Burnt PineAssociation determines that there is an error in the calculation, the Board ofDirectors may request a financial review of the report by an independentauditor agreeable to both parties. The financial review shall be paid for jointlyby the two associations.

g. In the event that the Club Drive Association determines toremove the gate, it may do so and upon such removal, all obligations of theBurnt Pixie Association under this Agreement shall terminate. This Agreementand easement granted herein shall not be deemed to be an assurance orcovenant that the Limited Access Gate will remain in perpetuity.

h. In the event that the Club Drive Association fails to properlyoperate, maintain, or repair the Limited Access Gate, but has not determined toterminate the operation of the gate, then in such event the Board of Directorsof the Burnt Pine Association may give written notice to the Board of Directorsof the Club Drive Association and if the Club Drive Association fails to lakecorrective action within thirty (30) days then the Burnt Pine Association Board

3

of Directors may cause the repairs to be made and charge the costs thereof tothe Club Drive Association.

3. This Agreement shall be governed and construed under thelaws of the State of Florida and shall inure to the benefit and be binding uponthe parties hereto, their heirs, personal representatives, successors andpermitted assigns.

4. In connection with any litigation arising out of this Agreement,the prevailing part shall be entitled to recover all costs incurred, includingattorneys' fees for services rendered in connection therewith, including prior toand at the trial level and for appellate, post-judgment and bankruptcyproceedings.

5. Each provision of this Agreement shall be considered severablefrom the other provisions. If any provision herein is determined to be invalid orin conflict with any existing or future aw or regulation, such determinationshall not impair the operation or effect of the remaining provisions of thisAgreement which will continue to be given full force and effect and shall bindthe parties hereto.

6. The failure of either party to insist on strict performance of anycovenant or obligation hereunder shall not be a waiver of such party's right todemand strict compliance herewith in the future.

TN WITNESS WHEREOF, the undersigned have set their hands and sealsas of the date first above written.

Signed sealed and delivered SAI'DESTIN CLUB DRjVE OWNERSin the presence of: ASSCIATION, INC.

/rin/Name; -,4a &ceC Print Name;____________________its ¼J'&&. President

7) 2a i ?fJ'7JCJ CORPORATE SEALPrint Nan¼e t2Yirc/ (1Ck)tQr

STATE OF FLORIDACOUNTY OF L.JAt,1st¼J

The foregoing instrument was acknowledged before me this 3y5 day ofMA1 , 2000, by 5.7aQY ,gv,4) , the

flEThi T'eprr of SANDESTIN CLUB DRIVE OWNERS ASSOCIATION,INC., a Florida not-for-profit corporation, on behalf of the corporation. HeJShe

4

is personally known to the undersigned or fl prcduced_______________________________________ as identification.-SL7-

Print Name: ePa-AxnC 7a'ENOTARY PUBLIC, STATE OF FLORIDA

STEPENIE L ROWE /MYCOMMISSICN*C089S737 My commission expires: Id/P/o3EXPIRES: Dace,ier28, 2003

deCTl,dlJ Notary Pb!lcUnnqcilfl

Commission Number: ec qgst7

BURNT PINE EAST HOMEOWNERSASSOCIATION, INC.

PrintName: V)Ar\c t fJIts _______ President

SEAL

STATE OF FLORIDACOUNTY OF

The foregoing instrument was acknowledged before me this l3ci day of_________ 2000, by AW , the_____________ of BURNT PINE EAST HOMEOWNERS ASSOCIATION, Ij9.,a Florida not-for-profit corporation, on behalf of the corporation. He/She M ispersonally known to the undersigned or fl produced____________________________________ as identification.

PrifNai ,wroH4M ZbeNOTARY PUBLIC, STATE OF FLORIDA

My commission expires: //Q2'/o3

Commission Number:

57479.9/JAXI S5O9O9 vi

5

Print Namf'flQrJ

SThPHM4tELROWEMY COMMISSION CC 898737EXPIBES December 28, 2003

him NoLare FLItAC ulflOS

(This space is reserved for recordingi

SECOND AMENDMENT TODECLARATION OF EASEMENT, COVENANTS AND RESTRIcTIONs

FOR PHASE ONE OF CLUB DRIVE

THIS AMENDMENT is made this ____ day of ]lOtm b,g,a , 2000, bySA.NDESTIN CLUB DRIVE OWNERS ASSOCIATION, INC., ("Club Drive Association"),a Florida not-for-profit corporation and SANOESTIN RESORTS, INC. ("Declarant"), a Floridacorporation.

RECITALS

A. Sandestin Resorts, Inc. subjected certain lands owned by it to the Declaration ofEasement, Covenants and Restrictions for Phase One of Club Drive, which was recorded inOfficial Records Book 847, page 121, et. seq. of the public records of Walton County, Florida,which was amended in that certain First Amendment to Declaration of Easement, Covenants,Conditions and Restrictions for Phase One of Club Drive, which was recorded in OfficialRecords Book 1006, page 172, et. seq. of the public records of Walton County, Florida and wasfurther amended and supplemented in the Amended and Supplemental Declaration of Easement,Covenants and Restrictions for Phase One of Club Drive recorded in Official Records Book1095, page 26 (Phase Two of Club Drive and Burnt Pine Cove), Supplemental Declaration ofEasements, Covenants and Restrictions for Phase One of Club Drive (Burnt Pine Lane) recordedin Official Records Book 1147, page 168, Supplemental Declaration of Easements, Covenantsand Restrictions for Phase One of Club Drive (Phase Three of Club Drive) recorded in OfficialRecords Book 1237, page 81, Supplemental Declaration of Easements, Covenants andRestrictions for Phase One of Club Drive (Phase Four of Club Drive) recorded in OfficialRecords Book 1237, page 88, and Supplemental Declaration of Easements, Covenants andRestrictions for Phase One of Club Drive (Merion) recorded in Official Records Book 1872,page 357, all in the public records of Walton County, Florida (collectively referred to herein as"Dectaration').

B. Pursuant to the terms and condition of the Declaration, Club Drive Associationwas designated as the not-for-profit corporation responsible for the management and operation ofthe platted lands subject to the Declaration (which lands are more fully described in theDeclaration as referred to herein as "Club Drive").

C. Club Drive is located within the area of the planned unit development commcwJyreferred to as "Sandestin", which intends to be operated and managed by a Florida not-for-profitcorporation known as Burnt Pine Homeowners Association, Inc. ("Burnt Pine Association").

P. Pursuant to Section 13.22 of the Declaration, the Declaration maybe amended byan instrument signed by the President or Vice President and Secretary or Assistant Secretary of

DAN SODIFORD CLERK

FILED AND RECORDED CQ:WALTON ST:FL

DATE 12/12/2000 TM 15:14FL 655025 B 2298 P 1598Cfl:tJAr.'pnM

the Association, which provides that seventy-five percent (75%) of the Owners owning Parcelssubject to the Declaration, have approved such amendment, which includes the consent of theDeclarant, if Declarant owns any Parcels within the property subject to the Declaration.

E. At the time of recording this Second Amendment to Declaration, Dectarant ownsParcels within Club Drive and accordingly, consents to this amendment.

F. Declarant and the requisite percentage of total voting power of the Club DriveAssociation have resolved to amend the Declaration to change the name of the "Association", asdefined in the Declaration, from Sandestin Club Drive Owners Association, Inc. to Burnt PineHomeowners Association, Inc.

NOW, THEREFORE, in consideration of the premises, Club Drive Association, throughits Board of Directors, hereby certifies that the requisite percent of the total voting power of theOwners of the Parcels subject to the Declaration have approved the following amendment to theDeclaration and hereby amends the Declaration as follows:

follows:Section 11(0 of the Declaration is hereby amended to read, in its entirety, as

"1.1(0 "Association" shall mean and refer to Burnt Pine HomeownersAssociation, Inc., a Florida not-for-profit corporation, its successors and assigns,which shall be responsible for the management and operation of the property andother residential subdivisions within Sandestin Beach Resort from time to time."

2. It is the intent of Club Drive Association that any and all references to"Association" in the Declaration shall mean and refer to Burnt Pine Homeowners Association,Inc. Every owner of any land subject to the Declaration or of any land hereinafter subjected tothe Declaration shall be a member of Burnt Pine Homeowners Association, Inc. and shall havethe same rights, obligations and interest as any other member of Burnt Pine HomeownersAssociation, Inc.

3. Except as modified herein, all terms and conditions of the Declaration and FirstAmendment to Declaration remain in fifil force and effect.

Its: President

AnEST:

By:Print Name: ______________________Its: Secretary

IN WITNESS WHEREOF, the undersigned set their hands and on the date first above written.

WJTN,6S:

(L0Pttçe:

k*csnA&

FL 655025 B 2298 P 1599CO:WALTON ST:FL

STATE OF FLORIDACOUNTY OF WALTON

The foregoing insh-ument was acknowledged before me thisday ofL2Mje. 2000, by\St.1r 1Rq.( ,and '1 It L4-pi ,thePresidentandSecretary,respectivelyofSandestin Club Drive Owners Association, Inc., a Florida corporation, on behalf of the corporation. They arepersonally known to me or who have produced _____________________________ as identification and did not take

kt%11I1I1114 , LNotary Public, State of Florida

344Type or PrintNa,neMy Commission Expires:Commission Number:

[SEAL]

The foyçgoing instrument was acknowledged before me this 4day of ,bL C-. ,2000, byAtti f'4o,E.QA.._J the Vice-President of Sandestin Resorts, Inc. a Florida corporation, on behalf of the

corporation. He/she is personally known to me or who has produced 1/c as

identification and did not take an oath.'F

FL 655025 B 2298 P 1600CO:WALTON ST:FL

Notary ublic, State of'Florida

/&/'iType àr Print NameMy Cormnission Expires:Commission Number:[SEAL]

WITNESS;

PrintameCfl rmrr r /4

SANDES RESORTS, INC.

Dy:________Print Name; \J'At.ctIts; Vice-President

CSTATE OF FLORI{COUNTY OF WALTOM"iln,jti

.4ND RECORDEDPrepared by and return to:

- Tk 119/06 / 2000 TMLinda Connor Kane, Esquire 1 4Ruaixd & Knight LLP50 N, Laura Street, Suite 3900Jacksonville, Florida 32202

4 7FIIeN0:57479.9 Co:i 2 2232 P iiiSTFL

Dr'.- MDIPORD

CLERK

FIRST AMENDMENT

OF

USE AND ACCESS AGREEMENT

THIS FIRST AMENDMENT is made this I8day of August, 2000, by andbetween SANDESTIN CLUB DRIVE OWNERS ASSOCIATION, INC., a Floridanot-for-profit corporation ("Club Drive Association"), INTRAWEST SANDESTINCOMPANY, L.L.C., a Delaware limited liability company ("Developer") and BURNTPINES EAST HOMEOWNERS ASSOCIATION, INC., a Florida not-for-profitcorporatioh ("Burnt Pine Association").

RECITALS

A. Club Drive Association and Burnt Pine Association entered into thatcertain Use and Access Agreement recorded in Official Records Book2223, page 307 of the public records of Walton County, Florida ("GateAgreement").

B. Since recording that document Developer has agreed to maintain theLimited Access Gate at its cost and expense for a period of sixty (60)days commencing a.cf I', 2000 under the terms andconditions more fully set forth herein.

C. During the sixty (60) day period the Club Drive Association andDeveloper will evaluate the effectiveness and desirability of theoperation of the Limited Access Gate and determine how or if tooperate the Limited 4ccess Gate in the future.

NOW THEREFORE, in consideration of the premises and other good andvaluable consideration, receipt and adequacy of which is acknowledged, the partiesagree as follows:

From and after / ' 2000 until $t,¼itc,J0, 2000("Sixty Day Period"), the Limited Access Gate (as defined in the GateAgreement) will be operated by Developer, at its cost and expense.

2. All owners within the Burnt Pine Association shall have the easementrights through the Limited Access Gate as set forth in paragraph 1 ofthe Gate Agreement, but for the Sixty Day Period the Burnt PineAssociation shall have no obligation to pay the prorata share of theoperating expenses of the Limited Access Gate budget.

3. The Club Drive Association shall not be required to maintain theLimited Access Gate or pay for such maintenance during the Sixty DayPeriod.

4. On or about the expiration of the Sixty Day Period, Club DriveAssociation and Developer will determine whether to continue tooperate the Limited Access Gate, and if so, on what basis the LimitedAccess Gate will be operated. No promise or assurance of operation ofthe Limited Access Gate is made hereby and if the Club DriveAssoication and the Developer determine not to operate the LimitedAccess Gate, the GateAgreeinent shall terminate all obligations andrights shall be of no further force.

[INTENTIONALLY LEFT BLANI1

FL f47!5() 8 2282 P 112CU:WLTON ST:FL

IN WITNESS WHEREOF, theof the date first above written.

Signed sealed and deliveredin the presence of:

fl1 CPrint Nane: YThCRL) iC41)c(

Print Name

undersigned have set their hands and seals as

SANDESTIN CLUB DRIVE OWNERSASSOCIATION, INC., a not-for-profitcorporation,

PrüI Name: I ifIts V I (!)E President

CORPORATE SEAL

STATE OF FLORIDACOTJNTYOF (J4u0rn

e foregoing instrurnent was ackpowledged before me this ______ day of________ 2000,by Ai& rolt ,the óof SANDESTIN CLUB DRIVE OWNERS ASSOCIATION, INC., a Florida not-for-profit corporation, on behalf of the corvoratiQn. He/She is personally known tothe undersigned or produced cVA.'U'tc/ .2ccL,-..z_' asidentification.

Irint Name: (?!L7Z/J7,c 4 1Z½1VORNOTARY PUBLIC,

STATEF,PRJDAMy commission expires:_____________________Commission Number: (1 /2 YZ

Christie L MayerMYCOMM[SSJON # CC6ZIM3 EXPIRES

Aprira 2003ONED THPU JOY FAIN [NSJRNCL LC.

FL 147[5O B 2282 P 113CO:WALUON ST:FL

INTRAWEST SANDESTIN COMPANY,L.L.C., a Delaware limited liabilitycompany

By and Through its Manager,Intrawest U.S. Holdings, Inc.,a Delawa corporation

Print Name: flni a By: ___________________________Vance Askew, ts Duly Authorized Agent

r c vv,[Corporate Seal]

STATE OF FLORIDACOUNTY OF JA L2rJ

The foregoing instrument was acknowledged before me this .L day of________________ 2000, by Vance Askew, Authorized Agent of Intrawest U.S. Holdings,Inc., a Delaware corporation, manager of Intrawest Sandestin Company, L.LC., aDelaware limited liability company authorized to do business in Florida, on behalfof the corporation and the limited liability company. He is personally know to meor produced ________________________________________ as identification.

_______ I

I

STEPHANiE L. ROWE

It

Print Name: .MY CCMMISSrON CC 896737 Notary Public — State of FloridaEXPIRES: Dec9mber 28, 2003 P

Lf!*:.> eondedThnJNotarypubIUnderrnar, My commission expires: kQCommission number:

FL 647150 8 2282 P 114CO:W.41TQN ST:FL

or hand delivered to the Parcel and to the last XnOWn address ofthe person who appears as ner of such Psrce. on ths records cfthe *,soclatton at the tiae of such raLLLng, if dIfferent,

5sc_JL nt2tgen' In addition to any enforcementprovtsions previously set forth irt this Oeclaration, the provsons . -.of this Declaration vlay be enforced by any Owner, the AssociationDecLarant as tong as it hold, any &nteresc in the Property orSondestin) or, insofar as such vioLation affects Other portions ofSandestin, by any owner o any interest in sandestin, including theMaster AssOciation on behaU o such owners, by a proceeding at Lawor in equ:ty against any person or enutty V1o1atLn Or attemptingto violate same, either to r,scraln violation or to recoverdanlages, and against his or its Parce to enforce any lien createdby this Dectaratton, Failure to so enforce any of these protectivecovenants and restrictions shalL in no event be deemed a waiver oft)ie right to do so at any tsnw thereafter.

£ect,ia_JL.S The provisions of thIs 'Declrationshall be liberally construed to af±ecruate their purpose ofcreating a uniform and consistent plan for the developn,ertt andoperation of the Property as an integral part of Sandestin.

itjçj__jJ The inva1l,dity of any part of thisDeclaration shall, not impair or affect Zn any manner the vatidty.enforceability or effect of the balance of the DecLaration whichshatl remain Sn full force and effect. .

Septic,, 13.? Gender_&pd Number. the use of the masculine genderherein shall be deemed to include the feminine or neuter gender andthe use of the singular shall be deemed to include the plural,whenever the context so requi res.

tita1S BM1a geaulations. All Owners shall. comply withthe ruleE and regulations adopted and amended ±rox time to time bythe Board of Directors, the As and this Oec2aration. Such rulesand regulations shall be for the purpose of elaboration andadministration of the provisions of this Declaration and sha1.relate to the overall devetopmant of the Property, and shail not jany way diminish the powers 0± self—government of the Association.

tsjQn,LLJ& a,jg,ati. No judicial or administrativeproceedinq5 shall be cowJuenced or prosecu tea bythe Assocat ionunless the same is approved by a vote of the Members ho'dingseventy five percent {?5%) of the Votes. This section shall, notapply. however, to (a actions brought by the Associ&ttan toenforce and provisions of this Declaration çincLuing, withoutlimitation, foreclosure o lien), {b) Zmposltion of Assessments asprovided herein, cj proceedings involving challenges, to anytaxation, or d; counter clam brought by the Associationproceeiings instituted against it, Notwithstanding the provis1onof this section, this Section shall. not be arended unless suco

31

__-WALDO

I

Mendment s approved by the ccclsrnt or is approved by thepercer.cage vote pursuant to the same procedures as are necessary toinstitute proceedngs and provided asove.

$c2nlLjl Ua_Lline. Declaront, for itself and itssuccessors and assgns wiich are desgnated by DecJ.arant in C

wrSt2rlg, hereby reserves the right to use the name sandestin"Sandasti Beach Beort or any conbination of such words in the : -

edvertisng and development of sales of tne Property.No proprietary right to such name is granted to any Owner or to theAssociation

çion 1312 P,enent, this DeclaratLc may be amended at anytime by an instrument signed by the President or Vice President andSecretary or Assistant Secretary of the Association, certifyingthat such amendment has been adopted by Owners holding seventy—fivepercent (15%) of the votes in the Association, either In person or

-

by proxy at a duly called meeting, or by written consent withoutreeting in a manner pcrmtted by law by owners holding seventy fivepercent (75%) of th! votes in the Aasoctation which amendmentshall become effective upon its filing in the public records of

-

-Walton County, riorida; provided, however, that:-

(a) As long as Declarant i5 an Ownr of any Parcel, no-.

--

amendment shall become effective without the written consent ofDeclarant,

I

(b) Declarant specifically reserves the absolute and - -:unconditional right so long as it owns any of the Property to anlendthis Declaration without the consent or joinder o any party (1) toconform to the requirements of the Federal Home Loan ?lcrtgage -

Corporation. Veterans Administration, Federal National MortgageAssociation or any other generally recognized institution involvedin the guaranty insurance, endorsemen or purchase and sale ofhome loan mortgages or (ii) to conform to the requirements of -

i.nstitutiona mort9ae lenders or tite insurance companies -

to conform to the recuirements of any gOverrnnental entity havin;control over the Property, or iv) to clarify the provisionshereof. -.

-.

(C) The proDosed nierger or consolidation of the Associationwith another association in the manner dncribed in SectionSabove shall require the approval cC Owners holding fifty percent -. -(50%) of the votes of the Association. jSection U 13 Consent of Mortga This Declaration contains ILprovisions concerning various rights, priorities, remedies and

r.interests of the holders or insurers or guarantors of Mortgages, t #.Such provisions are t be construed as covenants for tie protection (7

of those holders, insurers or guarantors on which they may rely inmaking loans secured by Mortgages on the Parcels. Accordingly noamendment or modification of this Declaration isnpairin9 such I

-I —.32

TL.

tl1T

IT

C

rights, prtorttIes remedies or interests cf a holder, insurer orqucrantor of a Mortqage ahall be adopted wIthout the prior wrsttenconsent of such entIty. U there is more Cian one holder iri.ureror gusrantor holdL,,g a ortqaqe on t,e ?arcss, it shall besufficient to obtain the wrItten consent of sU. s,cr ho.der3,in.urez-. And guarontor, hotdnq A lien on etghty percent 18O) ormore of the ?arcels; pronded however that in the event Oneholder, insurer or guarantor Is hodLnq A lien on Seventy percent(7t) or l,cre of the Parcels encuxnoered by such entitte,, tnewritten consent o such entty atone shalt be sufficient. Any suchrequired consent sh4LL be given promptly and small not beunreasonably withheld and any consent not gtven or denie4 wthn 30ca'endar days of raceipt thereof shall be deafted ver. for purposes -hereof, This Section shall not apply or be construed as alimitatIon upon those rights of the Declarant, the Association orthe Owners under this Declaration to niake amendments whIch do not -T- -adversely affect the holders, insurers or gQarantors.

etiQnLli riliaa. ALl. attorneys fees and Court costswhich nay be incurred by the Assotiat&on in the enforcement of artyof the provisions of this Declaratioa, regardless of whether suchentarcementrequkred judicial action, shall be assessed aqainst andcollectible from the Owner against whom such action was taken andshall be a lien against such Owners Parcel In favor of thehssocittion.

Sect1pr 131 kction wIthout Meetin;. ?ny action required to betaken hereunder by Vote or assent of the Menbers holding a certain .2•percentage of votes may be taken in the absence of a meeting byobtaining the written approval of the requisite percentage of ai.lof the votes of the Association, Any action So approved shall havethe same effect as though taken at 4 meeting of the Members, andsuch approval shell be duly IU.ed in the minute boor of thekssociation.agUni.ji This Declaration Shall be construedin accordance with the laws of the State Qf Florida bothsubstantive and remedial.

ti wrTNEss WtIEREOV, this Declaration has been executed as ofth, day and year first above written.Witnesses: SADESTIN ass tc.____ _________ B: -Pflnt Mate r'L t bflPt Print Nne-<tC.

Its President

Print Name fl &S - U' (Corporate seaU

33

FL 44S10 B 847? IS'CO:WkLTON 5t:Yl.

3

I

I

CONSENT AND JOINDEROF MORTGAGES

L.Lthe underSgfled is the holder of a mortgage on that certain

parcel of land mare fully described in ExnibLt A attacned heretoand made a part hereof Vpropertr wh:ch Property shall be subjectto the terms conditions, easements and rese rvations set forth inthe Declaration of Easerients Covenants Conditions andRestrictions for Phase One of Club Drive flbeclaration) to berecorded in the public records of Walton County, Florida. The -:undersigned hereby conserts and joins in the Declaration.

In witness whereof, the undersigned sets its hand and seal onthis the lOch day of _______, 1992

witnesses C HELIPOLTRADIN &j FINANCE, DV.

D W'/WL BY ____________________Print Na1 - Print Name SM

Its Power of AttorneyAs recorded In 0 K Book 829/45 S d '1. Page 233—4 on March 10. 1992

Print Name in Walton County

STATE OF

COUNTY OFVJOJ+Ofl

c4 ftc foçeqoing instrwzent was cknowledqed beth me thisday of/-f'i 1992 by ____________________ tne

Js

of Helipol tradin9 & Finance, DV., a Netherlands corporatior, on I'behalf oe the corporau,on who is esonallv known to rue or whoproduced _________________ as identification, an 'mo od (did not)take an oath.

Sxgnature of person takingF

acknowledgment .flnnc L 'vhvonNa'ue of acknwledg?rt'\nTltVLA FjhLiCTitle or rank - -

Seriaj. number if anyMy COIlUniSsion expires _______

DIANA I STINSON AOTA9Y PUBLICSTAlE OF FLOPIDA

JM1987 MY COMMISSION exp,gEs 9/23fl4-

-C' 1:-'

S4pj55 3LIC

tI

F ( L(:I) ANI) RI:CORDEDPrcparedbyand Return o HAT!: 08/i 4/9H TIME 14:17IJnd Connor Kane, EsquireHoLland & Kniglu LLP50 North Lauras'reø. Suiie39( PAN 1301} I jI)RI) (LLItKJacksonville, Florida 32202 ( ) W .•\ F. F )N ST F I,

RI(DII) V [It III I•I)PC

SUPPLEMENTAL DECLARATION OFEASEMENTS, COVENANTS

AND RESTRICTIONSFOR PHASE ONE OF CLUB DRIVE

2 I

(MERION) li; LIIi SI:

THIS SUPPLEMENTAL DECLARATION is made thisl2th day of August , 1998,by INTRAWEST SANDESTIN COMPANY, L.L.C., a Delaware limited liability company,successor by merger to Sandestin Resorts, Inc.("Declarant").

RECITALS

A. Sandestin Resorts, Inc. subjected certain lands owned by it to the Declaration ofEasements, Covenants, Conditions and Restrictions for Phase One of Club Drive, which wasrecorded in Official Records Book 847, page 122 of the public records of Walton County.Florida, which was amended in that certain First Amendment to Declaration of Easements,Covenants, Conditions and Restrictions for Phase One of Club Drive, which was recorded inOfficial Records Book 1006, page 172 of the public records of Walton County and was furtheramended and supplemented in the Amended and Supplemental Declaration of Easements,Covenants and Restrictions for Phase One of Club Drive recorded in Official Records Book1095, page 26 (Phase Two of Club Drive and Burnt Pine Cove), Supplemental Declaration ofEasements, Covenants and Restrictions for Phase One of Club Drive (Burnt Pine Lane) recordedin Official Records Book 1147, page 168, Supplemental Declaration of Easements, Covenantsand Restrictions for Phase One of Club Drive (Phase Three of Club Drive) recorded in OfficialRecords Book 1237, page 81, and Supplemental Declaration of Easements, Covenants andRestrktions for Phase One of Club Drive (Phase Four of Club Drive) recorded in OfficialRecords Book 1237, page 88, all in the public records of Walton County, Florida (collectivelyreferred to herein as "Declaration).

B. Section 2.2(a) of the Declaration permits Declarant to subject additional land tothe Declaration by filing a Supplemental Declaration subjecting such land in the public recordsof Walton County, Florida. Further, Section 2.3 of the Declaration provides that a supplementaldeclaration may contain any additions to or modification of the provisions of the Declaration toreflect the different character of the Additional Property.

/%In1FIEO A UE COPY(J&t4L.ig9DAI EUFOAD. CLERK

VILCUI ST-COil QU$T

DEPUTY GLEE

584 47 U J 87 I'(:\V.\ I I

With respect to Parcels located on the Merion Land, the Declarant shall install the initiallandscaping, sidewalks, street trees, irrigation and street lights, at its cost and expense. Theforegoing improvements shall be located primarily within the right of way of the Common Roadsand within the Common Property. Provided however, in the event that a portion of theforegoing improvements are installed within a Parcel, the Owner of such Parcel shall incorporatesuch iniprovements into the landscaping plan for its Parcel and shall be obligated to maintainsuch portion of the improvements as a part of their Parcel. Accordingly, to the extent that theDeclarant installs such improvements, the obligation of the Parcel Owners to do so, as may beset forth in the remaining portions of the Declaration, shall be waived.

Upon installation, such improvements shall be maintained by the Association and the costthereof shall be paid as a General Assessment. The cost of the maintenance of the improvementslying within the right of way of the Common Road and within the Common Property, shall bedivided equally among the Parcel Owners within the Merion Land. No Owners may escapeliability for such Parcel Assessment by performing such maintenance by themselves.

Jn the event that any such improvements installed by the Declarant are damaged ordestroyed by Owner in connection with construction of the House or other improvements on theParcel, the Owner shall pay the cost of repair and restoration as a Parcel Assessment.

Except as set forth herein, the Owners of all Parcels within the Merion Land shall beresponsible for the all lawn mowing, and maintenance and care of shrubs, grass and othersitniiar green areas lying within their Parcels and the portion of the Declarant installedimprovements on their respective Parcels, subject to architecwral approval as set forth in ArticleVT".,,

5. Amendment to Section 7.5(b). The provisions of Subsection 7.5(b) are herebyamended to read as follows with respect to the Merion Land:

'(n) Working Capital. In addition to the periodic assessments, there shall be a one-time working capital contribution paid to the Association on a Parcel within the Property, in theamount of $150.00 or such other amount as may be established from time to time by the Boardof Directors of the Association. Such amount shall be payable at the time of purchase of theParcel from the Declarant, unless the Parcel is conveyed to a Builder and then such amount shallpaid at the time of conveyance of the Parcel from the Builder to a third party purchaser or oneyear from the conveyance to the Builder, whichever first occurs. This non-recurring workingcapital contribution to the Association shall be paid only once for each Parcel sold within theProperty, and this non-recurring working capital contribution to the Association shall be securedand collected in the same manner as Assessment pursuant to Article VII of the Declaration.

Jn addition, as more fully set forth iii that certain Addendum to Sandestin Declaration ofCovenants, Conditions and Restrictions recorded in Official Records Book 1661 page 245 ofthe public records of Walton County, Florida (Addendum), there shall be a recurring workingcapital contribution paid to the Master Association by each purchaser of a Parcel within the

3

I 5R1617 U 872 I'(0: SI:

IN WITNESS WHEREOF, the undersigned sets its hand and seal as of the date firstabove written.

Signed, sealed and delivered INTRAWEST SANDESTIN COMPANY,in the presence of: L.LC., A Delaware Limited Liability

Company, By and Through Its Manager,Intrawest U.S. Holdings, Inc.

v (• (Lu ((c Li(iJ By:Print Name Kathleen Anderson

CovrniC .4i1c4iv-tPrint Name Connie [ . Wynne

whose address is:9300 Highway 9 WestDestin, Florida 32541

STATE OF FLORIDACOUNTY OF WALTON

The foregoing instrument was acknowledged before me this 12th day 0fAugust1998, by Chades D. Grant, Vice President of Intrawest U.S.lloldings, mc, a Delawarecorporation, manager çt Intrawest Sandestin Company, L.L.C., a Delaware limited liabilitycompany, successor by merger to Sandestin Resorts, Inc., on behalf of the limited liabiliEycompany, who is personally known to me or who produced —— as

identification.

PrintName Connie I). JfrnneNotary Public State of ?t'oridaMy commission expires:Commission Number

JAXI-238297.9

5

CERTWICATE OF AMENTMFNT TO ARTICLE IX, SECTION 9.1 (b)OF THE DECLARATION OF EASEMENTS, COVENANTS, CONDITIONS AND

RESTRICTIONS FOR PHASE ONE OF CLUB DRIVE AS IT PERTAINS TOPHASE TWO OF CLUB DRIVE - BURNT PINE COVE

Article LX, Section 9.1 (b) of the Dec{aration Of Easements, Covenants, Conditions AndRestrictions For Phase One Of Club Drive, recorded at OR. Book 847, Page 122, of the officialpublic records of Walton County, Florida, as amended by the First Amendment To DeclarationOf Easements, Covenanrs And Restrictions For Phase One Of Club Drive, recorded at O.R. Book1006, Page 172, of the official public records of Walton County, Florida, and the Amended AndSupplemental Declaration Of Easements, Covenants And Restrictions For Phase One Of ClubDrive (Phase Two Of Club Drive) (Burnt Pine Cove), recorded at 0. R. Book 1095, Page 26, ofthe official public records of Wahon County, Florida, is amended to read as fohows:

Article IX, Section 9.1(b) Residential Use. Each Parcel shall be used, improved anddevoted exclusively to single family residential use, and for no commercial purpose.. No time-share ownership of Parcels is permitted without Declarant's approval. Nothing herein shall bedeemed to prevent the Owner from leasing a House, subject to all of the provisions of theDeclaration, Articles, Bylaws and Book,of Resolutions, provided however, no lease shall be fora term of Less than one (1) month. Declarant shall be permitted to convert the use of a plattedParcel to be used as a road for ingress and egress from an adjacent parcel of land.

This certifies that this amendment was amended in accordance with the First Amendment ToDeclaration of Easements, Covenants And Restrictions For Phase One of Club Drive, recorded atO.k. Book 1006, Page 172, of the official public records of Walton County, Florida. We certi,that this amendment has been adopted by Owners owning seventy-five percent (75%) of the Parcelssubject to this Declaration by written consent without a meeting in a manner permitted by law.

SANDESrIN CI1B DRIVE OWNERSASSOCIATIO&ANC.

ED AND RECORDED /DATE 07/07/1999 TM 10:18 7/?/A7iC

CLEI By:DAN

800jçORD STFL Its presiderifco:vlTN

FL 611063 8 2043L"

co:Wktb0N ______________________________By:

(7Its Secretary

FILED AND RECORDEDDaTE 03/08/94 TIME 08:11

AMENDED ANDSUPPLEMENTAL DECLARATION OF EASEMENTS,

COVENANTS AND RESTRICTIONSFOR PHASE ONE OF CLUB DRIVE

FL 479619 S 1095 P 26(Phase Two of Club Drive) co WALTON ST :FL

(Burnt Pine Cove)CATHERINE KING CLERKCO:WALTON ST:FL

THIS AMENDED AN!) SUPPLEMENTAL DECLARATION is made this j day ofMarch , 1994, by SANDESTIN RESORTS, INC., a Florida corporation ("Declarant").

RECITALS

A. Declarant subjected certain lands owned by it to the Declaration of Easements,Covenants, Conditions and Restrictions for Phase One of Club Drive, which was recorded in OfficialRecords Book 847, page 121 of the public records of Walton County, Florida, which was amended inthat certain First Amendment to Declaration of Easements, Covenants, Conditions and Restrictions forPhase One of Club Drive, which was recorded in Official Records Book10O page 172 of the publicrecords of Walton County (jointly referred to herein as "Declaration").

B. Section 2.2(a) of the Declaration permits Declarant to subject additional land to theDeclaration by filing a Supplemental Declaration subjecting such land in the public records of WaltonCounty, Florida. Further, Section 2.3 of the Declaration provides that a supplemental declaration maycontain any additions to or modification of the provisions of the Declaration to reflect the differentcharacter of the Additional Property.

C. Declaraut is the owner of the land more filly described as

All of the land described in CLUB DRIVE PHASE II and BURNTPINE COVE, according to plat thereof recorded in Mat Book 10, page35 of the public records of Walton County, Florida (Club Drive 11and Burnt Pine Cove Land')

which Declarant desires to subject to the terms and conditions of the Declaration and further the Declarantdesires to confirm that certain amendments of the Declaration apply to the Club Drive II and Burnt PineCove Land.

D. Pursuant to the provisions of Section 13.12 of the Declaration, the Declarant has theright to amend the Declaration to clarify the provisions and the Declarant desires to clarify certainprovisions of the Declaration.

NOW, THEREFORE, in consideration of the premises and other good and valuableconsideration, the Declarant hereby declares as follows:

1. Additional Property. The Club Drive U and Burnt Pine Cove Land constitute a part ofthe Additional Property which shall be held, sold, and conveyed subject to all the easements, restrictions,covenants and conditions contained in the Declaration, which are for the purpose of protecting the valueand desirability of and which shall run with the title to the Club Drive II and Burnt Pine Cove Land and

be binding on all parties having any right, title, or interest in the Club DriveII and Burnt Pine Cove Land or any part hereof, their heirs, successors andassigns and shall inure to the benefit of each owner thereof, Declarant sad theowners of the Club Drive II and Burnt Pine Cove Land.

2. Working Capital. In addition to the periodic assessments describedin Article VIX of the Declaration, there shall be a one—tine working capitalcontribution paid to the Association by each initial purchaser of-a lot jithinthe Club Drive It and Burnt Pine Cove Land from Declarant, in such amount as maybe established from time to time by the Board of Directors of the Association.There shall also be a one time working capital contribution to the SandestinOwners Association, Inc. which for 1994 is $150.00, as xnended from time to time.These nonrecurring working capital contributions shall be paid only once for eachLot sold within the Club Drive II and Burnt Pine Cove Land, at the time of itsconveyance to the purchaser of the House constructed on a Lot within the ClubDrive II and Burnt Pine Cove Land, and shall be secured and collected in the samemanner as Assessment pursuant to Article VU of the Declaration. The WorkingCapital contribution shall not be due from a builder who purchases a Lct withinthe Club Drive II and Burnt Pine Cove Land for the purpose of construction, butshall be due upon conveyance thereof by such builder.

3. Club Drive II and Burnt Pine Cove Land. With respect to the ClubDrive II and Burnt Pine Cove Land, the following additional provisions shallencumber the use, occupation, and transfer thereof:

a. tot 3250. The Declarant hereby reserves for itself and theAssociation a perpetual and non exclusive easement over, across and undertot 3250 for the purpose of installation, maintenance and repair of anentry feature, including without limitation signage, landscaping andlandscaping walls, including the right to install, maintain and repairutilities serving such entry feature. Further any driveway to beconstructed on Lot 3250 shall provide access only over and across BurntPine Cove and shall be located at least sixty feet (60') from theintersection.

4. Amendment to Section 5.3. The provisions of Section 5.3(b) arehereby deleted with respect to the Club Drive II and Burnt Pine Cove Land.

5. Amendment to section 5.4. The following provisions are hereby addedto Section 5.4:

The storTnwater drainage from the Club Drive II and Burnt Pine CoveLand is partially detained and drained by a system of swales located alongthe front of each Lot and adjacent to the Common Roads and yard drainageinlets to be constructed upon certain Parcels to promote drainage throughall the Parcels within the Club Drive II and Burnt Pine Cove Land. Eachowner shall, subject to the approval of the ARE, provide for the drainageof stormwater from such Owner's Parcel. No Owner may cause the stormwaterdrainage from such owner's Parcel to drain over another Owner's Parcel,except in compliance with the drainage plan for the Parcels and whennecessary, Owners are hereby granted the right to place underground pipesfor drainage of the stormwater from their Parcels to yard drainage inletsor drainage swales located on other Parcels, adjacent Parcels or on thegolf course property, as approved by the ARE.'

6. Amendment to Section 5.7. the following provisions are hereby addedto Section 5.7:

"In addition to the foregoing blanket easement created with respectto the use of the golf course, Declarant hereby reserves for itself, and

FL 479619 3 1095 P 27CC:WALTOM ST:FL

any owner of the go].f course, an easement over and across Lots 3256 and3257 for ingress and egress for golfers, maintenance personnel and for theinstallation, repair and maintenance of irrigation lines. The approximatelocation of the easement is set forth on the plat of Lots 3256 and 3257,but the Declarant reserves a right to relocate such eagement as theneclarant, in its sole discretion, deems reasonable, without furtherconsent from the Owners or Mortgagees of such Lots, provided that sucheasement shall not materially and adversely interfere with the use andoccupancy of such Houses constructed on such Lots.

7. Amendment to section 6.2. with respect to the obligation of Ownersto plant grass or install other landscaping and street trees as required underthe then applicable architectural guidelines over the front forty feet (40') ofthe Parcel, the Owners of Lots within the Club Drive 1.1 and Burnt Pine Cove Landshall nct be required to comply until their Houses are constructed or July 31,1998, whichever shall first occur.

8. Amendment to Section 6.8. subsection 6.8(b) is hereby deleted,neither the Association nor the Master Association shall have any responsibilityor liability for providing a water supply.

9. Amendment to Section 6.12. only the Owners of Lots 3242—3250 shallbe required to install sidewalks on their respective Lots in accordance with thethen applicable architectural guidelines, provided however, such Owner shall notbe required to install such sidewalks until their Houses are constructed or four(4) years from the date hereof, whichever shall first occur.

10. Amendment to Section 9.1.(g. The first sentence of Subsection9.1(g) is hereby amended to read as follows:

'(g) contuon household pets, not to exceed three (3) in number, maybe kept by an owner on his Parcel, but only if such pets do not constitutea nuisance on the Property..."

11. Amendment to Section 9.l(x. The following sentence is hereby addedto subsection 9.1(x):

Each House constructed upon the portion of Property containedwithin the Club Drive II and Burnt Pine Cove Land shall contain at leasttwo thousand five hundred (2500') feet of heated and air conditioned floorarea. Each two—story House constructed shall contain at least eighteenthousand fifty (1850') feet of heated and air conditioned first floorarea.

12. Amendment to Section 9.2. section 9.2 is hereby amended in itsentirety as follows;

'9.2 Amendments and Modifications. The Board of Directors and theARB may, from time to tUce, adopt and amend rules and regulationsgoverning the details of operation, use, maintenance and control of theHouses, Parcels, Yards, Common Property and any facilities or servicesmade available to the owners. A copy of the rules and regulations adoptedfrom time to time shall be furnished to each owner.

The Declarant and ARB may, in their respective discretion, determineto waive any and all requirements of this Declaration or any rules andregulations in the event that the Declarant or ARB determine that suchvariance is consistent with the overall proper development of theProperty."

FL 479619 3 1095 P 22

CO:WALTON ST:FL

13. Effect. Except as modified herein, the Declaration, as supplemented by the SupplementalDeclaration, remains in Ml force and effect.

written.IN WITNESS WHEREOF, the undersigned sets its hand and seal as of the date first above

/gYCJ

Lu

Print Name Connie 1). Wl!nneNotary Public State of Florida VMy commission expires: cr 2Commission Number_____________________ 3

CONNIE 0. WYNNE. NOTARY PtJBUC •/State of Honda ,.. q

My Commission Expires April 6. 1996Commission No. 191240

c.

BY:PrMi Name — jJiotm, z.. fit—.

Tomaq ,2. Patton

PEr3nc £.IAILAWtPrint Name cnnnin wvnne

STATE OF FLORIDACOUNTY OF

Print Name James N. ResterIts President

(Corporate Seal)

whose address is:5500 Highway 98 EastDestin, Florida 32541

The foregoing instrument was acknowledged before me this3rd day of Marci 1994, byJames M. Rester ,the —— PresidentofSandestinResorts, Inc., a Florida corporation,

on behalf of the corporation, who is personally known to me or who produced ——

as identification, and who did not take an oath.

ST:FL

DEaAnTION OF EASEMENTS, COVENANTS, CONOITtONSAJID RESTRrCTrOHS FOR

PEASE OWE OF CLUO DRV

TKIS DECLARATION, made as of tne 1o day of Aort 199',by SANDESTIN RESORTS INC. a iloridTZorporation herejnaftrreferred to as •Declarant, recites and provices:

R ! C I TA L S:

A- Declarant is the owner of certain land located in laltonCounty, Florida, being all of that real property platted as PhaseOne of Club Drive at nat Book 9. page 26, of the public records ofWalton County Florida the Property or the •ProperteC), TheDeclarant desires to maintain the beauty of the Property to assurehsgh quality atandard for the enloyment of the Property that arecompatible with the character of the surroun ding development knownas Sandestin Beach Resort "Sandestir) and to profote therecreational interest of each owner of a portion of the Property.

B. Declarant desires to provide for the preservation andenhancement of the Property as an integral part of Sandestjn andfor the maintenance of the Property and the improvements thereonDeclarant desires to subject the Property, together with suchadditional parcels of land as may hereafter be made sub)ectthereto, to the covenants, restrictions, easements, charges andliens of this Declaration, each and all of which is and are for thebenefit of the Property and each owner of a portion thereof.

C. Declarant desires to provide for the efficientmanagement of the Property, in connection therewith Declarant ceernsit desirable to assign to anon—n-roit corporation the power andduty of administering and enforcing the protective covenants.conditions, restrictions and limitations hereinafter set forthincluding, without limitation the maintaining and administeringthe Cor.mon Property and Yards, as hereinafter defined, andcollecting and disbursing the Assessments and charges hereinaftercreated.

S. Declarant desires that the Property be developed andenjoyed as an integral part of Sandestin, and, to that end, desiresto provide that the Assoc:ation coordinate its functions with thosemade available to other portion5 of Sandestin to as great an extentas possible.

DECLARATION

NOW, ThEREFORE, Declarant hereby declares that the Propertyshall be held, sold and cony eyed subject to the followingeasements, restrictions, covenants and conditions, which are forthe purpose of protecting the value and desirability of theProperty and shall run with the Property and be binding on all

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H fl H'parties having any right, title or interest in the Property or anypart thereof, tneir heirs, successors and ass:gns, and shall inureto the benefit of each owner thereof, the Declarant and the ownersof property within Sandestin.

ARTICLE I

csrnIrTroNs

tn.id De.ned Pen's The fotlo%.ng defLtu.ttors shallpniy 'ihereve tnese cap.taflzed terms appear ii t_s Declaration

(a) Additional Property' shall mean any property added tothe Property by Supplemental Declaration in accoroance wth Sect.on2 2 hereof whch Additional Property shall then be included wit',snthe terms prcperty or Properties.'

(b) ARB shall mean the Sandestin Architectural ReviewBoard, as established by the Board of Directors of the MasterAssociation.

(C) 'Articlec shall mean the Articles of Incorporation forthe Association which are incorporated herein by this reference

d) Assessrnent shall mean and include all types of chargesto which a Parcel is subject including without lim_tation AnnualGeneral Assessments, Special General Assessments Emergency GeneralAssessments, Parcel Assessments and Master Association Assessments(as more fully defined in Articles rv and VII).

R (e) Assessment Charge shall mean al Assessments providedin this Declaration currently owed by an Owner, together witt anylate fees, interest and costs of collection when delinquent,including attorneys fees.

(1) "AssociationS shall mean Sandestin ResLdential Owners -SAssociation No. I, Inc., Florida non—profit corporation, itssuccessors and assigns, which shall be responsible for themanagement and operation of the Property and other residentialsubdivisions within Sandestin tram time to time.

(g) Board of D..rectors shall mean the Board of Directors ofthe )issociation.—; (It) Book of Resolutions shall mean all of the rulesregulations and policies adopted by the Board of Directors as they

may be arneided from time to time

(3.) liylawr shall mean the Syiawa of the Association asamended from tine to time, which are incorporated herein by thisreference,

2

FL 446310 E 847 P 123CO WA.TON ST Y

1: 1

(j) couunan Propertr shaLl mean al. of the Property exceptthe Parcels and CDIvnon Roads, together wth any mprcvemeritsthereon and all personal property ±ntended for the common use andenjoyment of the Owners. The Corncr. Property Is not dedicated oruse by the generaL public. The nitiar Conmn Property consists ofthe irrigatIon sy,tern for te maintenance of the landscapingabutting the Common Roads and other Common Area3, the mailboxes,the entry oign, i any.

(IC) coiwmon Roads" shall mean and refer to the roads LocatedwithIn the property, or adjacent to the Property! whLch roads naIlnot be dedicated to the public except as hereLn provided Title tothe Cozvnon Roads shall remakn in Declarant or the MasterAssociation as hereinafter set forth.

(1) *Declarant shall mean Sandestin Resorts, Inc., aFlorida corporation, its successors and assigns, or any successoror assign of all Cr substantiaLly all of its interests, in thedevelopment of the Property. The Declarant may also be an Ownerfor so long as the Declarant shall be the record owner of anyParcel as defined herein.

(fit) Deckaratiort" shall mean this Declaration of Easements,covenants, Conditions and Restrictions, as it may hereafter ha

- ai,ended and supplemented from time to time.

(n) "House" shall niean any single family residential dwei.ingconstructed or to be constructed on or within any Parcel.

(0) Master Association" shall mean the Sandestin OwnersAssociation, Inc., a florida non—profit zorporation.

(p1 ember ghall mean persoL entitled to membership inthe Association, as provided Sri this Declaration.

(q) MortgaaP shall mean any bóiia- tide first mortgageencumbering a ?arcel as security for the repayment of a debtobligation.

(ri •Owner shall mean the record owner, whether one Cr morepersons or entities, of the fee simple title to any Parcel,fncludinq the buyer under a contract for deed. Owners shall notinclude those having such interest merely as security for thepayment or repayment of a debt obligaton.

cay Parcel shall wean ny plot of land intended as a sitefor a flouse and shown upon arty duly recorded subdivision plat ofthe Property. Upon construction of a Rouse, the term "Parcel" Asused herein shall include the House and Yard, as well.

3

7L 446310 8 841 P 124CO:WATON STtYI.

I .

(t Parcel Assessment' shall mean any Assessment charged toa particular Owner pursuant to this Declaratron for servIces andcosts which relate solely to that Parcel,

(u privacy Wall" shall mean a waLl intended to shield a

portion of a Yard from view, but shall not include any structuralwall of any House.

(v) prcperty' shalt mean that certain real propertydescribed as such n the Recitals above and such add:tsons theretoas nay be added in accordance wth the provisions of Section 2.2below.

w) Sandestin Declaration' shall mean the SandestinDeclaration of Covenants, Conditions and Restrictions recorded in

• volume 203, page 58, of the public records of Walton county,Flortda, as amended and supplemented from time to time.

lx) 'Supplemental Declaration" shall moan any declaration ofcovenants and restrictions which may be recorded by Declarant toextend the provisions of this Declaration to the AdditionalProperty, wIth such complementary provisions tar such AdditionalProperty as are required by this Declaration or deemed advisable byDec1.arant. -

(y) Yard shall mean any and all portions of land lyingwithin any Parcel but outside the exterior structural walls of the

• House constructed on such Parcel, and shall include alllandscaping, improvements - and decorative or functionalappurtenances thereto together with any and lying between theParcel and the paved portion of any abutting Common Road.

ARTICLE II- PROPERTY SUBJECT TO THIS

DECLARATION AND ADDITIONS THERETO

Section_Li. Existinc Procerty. The Property which initially isand shall be held, transferred, sold, conveyed and occupied subjectto this Declaration, and which consists of that land described inthe Recitals above.

Additiona' Pronerty.

(a) The Declarant shall have the right butnot the obligation, tor a period of thirty (30) years after thedate of recording this Declaration, from time to time and within itsole discretion, to annex other parcels of land (the AdditionalProperty') now or hereafter acquired by it, as well as parcels ofland owned by others, with their consent and joinder.

I

FL 446310 2 er7 P 125CO:WAI.TON St:FL

- -- -

1

(b) Ev_en Alternatively Addittona. Property owned bythe Associattort, nay be annexed to the Property either upon •majority vote of CLasS A Heithers at a regutar Association fleettngor a special meetin called for that purpoas, or the consent inwriting of owners of a majority of the Parcels, the COnsent of theClass B Men,ber, if any, shall be required.

(C UQ1.1. Houses constructed On the Additional Propertymay be d±fterenc in appearance from existing Houses, and may beattached in a townhouse style or other manner. - -

AgUai_ pplemental DecUrtiQ.. Any such additionsauthorized in section 2.2 shall be made by the filing of record ofone or more Supplenenta I Declarations wLth respect to theAdditional Property. A Supplemental Declaration may contain anyadditions to or modifications of the provistons hereof appltcahketo the Additional Property as may be necessary, in Declarantsjudgnent, to reflect the different character, if any, of theAdditional Property that is the subject of the SupplementalDeclaration, including, without limitation, any differences in the citmethod or level of hssessments to be levied upon such Additionai.Property, taking into account the different nature or amount ofservices to be rendered to its Owners by the Association. ASupplemental. Deotaration shall become efeective upon being recordedin the public records of Walton County, Florida.

ZetiQnLS Zffect of Anflexation. In the event that anyAdditional Property s.s annexed to the Property pursu ant to theprovisions of this Article II, upon recording of the SupplementalDeclaration (a) such Additional Property shall be considEred withinthe definition of the term property for all purposes of thisDeclaratio,, and b) all voting of each cass of membership cE taAssociation and alt voting by the Owners hereunder shall beaggregated, it being intended that (1) any voting reau:rements neednot be fulfilled separately fr.r tYrn Mdition& Property, and (I.Lany Class B Member shall at all times have a ajortty of the votesof the Association until converted to Class A membership asdescribed in Section 3. below, and thereafter agaan, if theannexation of Additional Property causes the total number of ClassB votes to exceed the Class A votes then outstanding (with all cPeclacant's Parcels counted as Class a votesi.

A2TICLE ItI

Every Owner shall be a mandatory Mectber ofthe Association. Ne,Ttership shall be appurtenant to and may not beseparated from title to each Parcel.

actixLL2 gtjfl.ihts. The Association shall have twoclasses of voting membership

S

rr 446fl0 847 P 126

CO:flLtON STYL

• .

It: .

: ____

(a) gr Clan A Members shall be all Owners, with theexception Cf eclarant, while Declararit is a Class B Member. ClassA Members shal he entitled to one vote for each Parcel owned.When more than one person holds an interest Sn any Parcel, all suchDersons shall be Members; however, the vote for such Parcel shallbe exercised as they. among themselves determLna, but in no eventshall ,nor, than one vote be cast with respect to any Parcel. wnenttie to a Parcel is in a corporatxon, partnership, aSSOCiatOn,trust or other entity with the exception of becl.arant) SUCh entitysnail be subect to the applicable rules and regulations for suchentities conta).ned in the Book o Resolutions and Articles.

(b) cinL. The Class a Member shall be Declarant and shallbe entitled to three ç2) votes for each Parcel owned. The Class Bmembership shall cease and be converted to Class A membersmipwithin ninety (90) days after the earlier of the following eventst

(1.) when the total votes outstanding Sn the Class Amembership equals the total votes outstanding inthe Class membership: or

(ii) ten (10) years after the recording of thisDeclaration.

section3 3 Mergers

(a) yc1xant. Declarant shall have the right, but notthe obligation, for a period of thirty (30) years hereafter, fromtime to time, within its sole discretion, to merge or consolidatethis Association with the Master Association or any other propertyowners association within Sandestin,

(b1 With written consent of the Class A Membersholding the majority of votes, or upon a majority vote of Class A)eJthers at a regular Association meeting or a special meetingcalled for that purpose, and the written consent of the Class BMember if any, the Association maymerge or consolidate withanother property owners associations within Sandestin or with theMaster Association.

(C) Upon a merger or consolidation of theAssociation with the i4aster Msociation or another property ownersassociation, the Assoc3ations Property, rights and obligationsmay, by operation of law, be transterred to the surviving orconsolidated association or, alternatively, the property, rightsand obligatiobs of another property owners association may, byoperation of law, be added to the Property, rights and obligatiotsof the Association, as a Surviving corporation pursuant to amerger. To tim greatest extent practicable, the surviving orcosoldated property owners association phall adnin&ster thecovenants, conditions, easements and restrictions established bythis Declaration within the Property, together with any surviving

6

y 446310 2 •' p 121

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covenants and re8trLcttor,s establinhed upon any other properties asone scheme, but with such differences in the method or level of.ssessment, to be levied upon the Property and such otherproperties as may be appropriate taking into ac'count the differentnature or amount c sanices to be rendered to the owners thereofby the surviving or consolidated assocation. No such merger orconsolidation, however, shall affect aIy revocation change oraddition to the covenants established by this DecLaration exoept asexpressly adopted tn accord ance with t he terms hereof

AflIC IV

MrnCSTt'2tafi�flO'4 MA"SR SSOCItIQN

egtJ.Q1LL.1 nginQantJm. This DecLaration and theProperty are subject to the Sandestxn Deciarazi.on, and in the eventof a conflict wth this neclration, the terts of te SattdestinOeclaration shall govern.

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ctia.Ll innSnaiationEer.uk—. The MasterAssociation represents the residents and other non—resIdential •c,ners of Sandestin tram time to time, and its directors are thosepersons appointed or elected in accordance with the MasterAssociation Articles of Incorporation, bylaws and SandestinDod aratiori. Every owner shall, by virtue of such ownership, be amember of the Master Aasociation and shall be entitled to one voteto be cast by the person designated by the Owner of such Parcel inthe manner provided in the Sandestin bec).aration.

a.in4 Ehtio$aser Assocatjjn.

(a) 2xrj. NotwIthstanding anything herein to the -- contrary, this Declaration shall not be construed or amended in anynanner so as to affect the property or rights of the MasterAssociation, including the X3 without the Master Associationswritten consent or joinder.

(hi a3fljgQQLResonsibiitv. If, for any reason, theAssociation fails or refuses to perform the obligations imposed onit hereunder and under any otaer docunients relevant to theProperty, including, but not limited to, collection of Assessmentsnecessary to maintain the Property in a first class attractivemanner consistent in all respects with good property management, orif the Association fails to require an Owner to m4intaln thatowners Parcel to the standard determined by the MasterAssociation, in its discretion, then U'e %astet hssocLatiorL shall.be and is hereby authorized to act for and in behalf of theAssociation in such respect that the Assoc].ation has refused orfailed to act, and any expense thereby incurred by the NasterAssociation shalL be reimbursed by the Asaoeiation or shaLl be aParcel Assessment as the Master Association deems to beappropriate.

7

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(C) The MasterAssociationLs entttkad to a flen upon each ParceL for any unpaidassessff,ent to the I4aster Assocaation for expenses incurred or- to beincrrc by the Master AsSoCi,atOr. in te futLllrnent of itsmaintenance, operation and managert responsibilities all. As moreparticularly set forth in the Bylaws and Articles of Incorporationof the Master Association and Sandes:ir. Declaration VflasterAsSOciatOn Assessment").

ARTICI.S V

- QW713L RIGHTS. RS'CN$ThLITtES ANP EASEMSIutis.(a) 4nens Enovren. Subject to the limitations

provided elsewhere ui thrs Declaration, every Owner is herebygranted a nonexclusve rigit end perpetual ea semnt oe enovrnent in

•

and to the common Property and the Coitmton Roads, together with anonexclusive perpetual right and easement to utilize the accessroads at sandestin leading to the Cannon Roads from publiclydedicated roads, which easements are appurtenant and shall passwith the title to every Parcel.

(b) Qjgtacp&Ll). Each owner may delegate, subject to

L_the Articles, Bylaws, Declaration arid the Book of Resolutions, hisright of enjoyment of the Conunon Property. CorTlmorl Roads andfacilities to the members of his family, his tenants, his guests orcontract purchasers no occupy the Parcel.

(c In the event any ConvnonRoads, Common Property, facilities or personal, property of theAssociation, the Master Association or Declarant are damaged ordestroyed by an owner or any of his guests, tenants invitees,agents, employees or members of his family as a result ofnegligence or xnisuse, such Oiner hereby authorizes the Associationor Master Association to repair the damaged area or property in agood and workmanlike nianner, in accordance with the original plansand specifications of the area involved or as the area flay havebeen modified or a2tered subsequently by the Association or MasterAssociation. The cost of such repairs shall be the respcnsibilityof that Owner, and shall become a Parcel Assessment, payable by theresponsible Owner, inrnediate1y upon receipt of a written invoice orstatement.

5t(a) Title to the Conson Roads may be held in the name

of Declarant, its assigns, or the Master Association and shall bemaintained by the Master Association, subject to the SandestinDeclaration.

I Yb 4431O 0 847 P 129COtWALTOi 8T:PL

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(b) Zzn4.p. Declarant hereby ressrve for itself. its :1-successors and assIgns, and hereby grants to the MasterAssociation a nonexclusve easement as shown On the Subdivis1onp1st over and upon those Parcels abuttIng the Co,cr. Roads forexpansion of the Corm!ton Roads and for tae construction, maIntenanceand use of various bLcycle and pedestrian pathways fron tLne totm.

(C) Lh1e. Declarant, its successors And assigns inctudingthe Master Association as appropriate) shall have the rght to.dopt rules and regulatons govqrniflg the Use O the Conrnon Roausand 600655 roaas.

(d) 2iQiQn. eckarant, in its sole discretion, shallhave the right to convey title to or dedicate the Conijmon Roads tothe ssocLation, the Master Association or to any public agency Orauthority hav.ng jurisd..cti.on over such roadways .5..

ect1QILIJ JLt,4Ity Ss2nent a) Declarant he'eby rese-ves foritself, its Successors and assigns, and hereby grants to the MasterAssociation, a nonexciusive, perpetual, alienable blanket easementfor the benefit of the Property and all other property wi.thLnSandestin upon, across, over, through, and under the Property foringress, egress, installation, replacement repair, maintenance anduse of at). utility and service lines and service systems, publicand private, including, but not limited to, Qatar, sewer, dranage,irrigation systems telephones, electricity television cable orcotwi,unication lines and systems, and polers and services suppliedby the local, state and federal governments. provided howeverupon construction of a House on a Parcel, the blanket easementreserved herein shalt be vacated with.respect to the portion of theParcel on wUch the House, garage and approved outbuildings are -

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located.

b) Declarant hereby further reserves a twenty five foot(25' peroetuai. nonexciusive easement over and across the front ofeach Parcel for the installation, repair, maintenance and use ofSewer lines

çJ_jj Declprant 's Easement to Correct rainace. Declarant - ----

reserves for itself, and hereby grants to the Association theMaster Association and their designees, a nonexciusive, perpetualalienable blanket easement and right on, over and under the groundwithin the Property to maintein end to correct drainage of surfacewater Such right expressly incluas the right to cut any treesbushes or shrubbery, make any gredin9s of the soil, or to take anyataer similar action reasonably necessary, followinq ,'hichDeclarant, the Association or Master Asaociatict, as applicable,shalt restore the affected property to its original condition asnearly as practicable. the Declarant or Master Association shallgive reasonable notice of intent to take such action to afl. - -affected Owners, unless, in its opinion, an emergency exists which

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FL 4463to 647 P 130- -

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precludes such notce. The right granted hereunder hay beexernsed a: the sole option of Declarant, the socaation orMaster Assocn.atiOr. and snail not be construed to obligateDeciarant, the Msocation or Master Association to take anyaffirmative action u. connection therewith.

tkQ&iJ nIpnhmnt. To the extent that any improvementsconstructed by the Declarant on or n any Parcel encroach on anyother Parcel or Co'non Property, whether by reason of any deviatwnfrom the subdivision plat(s) of the Property or by reason of thesettling or shifting of any Land or irorovernents a validperpetual, exclusive easement for such encrcacnent shall exist,

5,6 1n4t. 3urj,dictionaLn4. This Declrao issub'ct to the rights of the State of Florrda in portions of theProperty which may be considered wetla,ds or sovereignty lands andany Owner prior to dredging, filling, improving, lanoscaping,removing plant life existing on his Lot shall obtain any perrni.tnecessary to undertake such action.

Further, owners acknowledge that an artificially createdlittoral shelf has been created adjacent to the Parcels and that noOwner shall disturb or remove the groJth of any and all plants oranimal life located thereupon. The littoral shelf shall bewaintained by the SeA.

Zc&n_d QU_QMx. Declarant hereby reserves for itself,its assigns and for the users cf any golf course hereafter locatedadjacent to the Property a perpetual, nonexclusive easement overall Canmtorr Property far the playing of golf, the passage of golfers(both pedestrian and in notarized golf carts) and access for olfcourse maintenance, together with a nonexclusive, perpetualeasement for pedestrian access over the Yards by golfers triroughoutthe Property for occasional ingress and egress incidental to theplay of golf and retrieval of balls.$cti2. QQckastL.. Subject to (a) required governmehtalapprovals, i any (b) the architectural approval required byAticie VIII below (which shall first be obtained before anygovernmental approvals re sought), and (C) the golf easementcontained ix Section 5.7, the Owner of any Parcel abutting a lakeor the Choctawbatchee Bay shall have the right to erect a dock (butnot a boathouse or any similar structure) adjacent to the Parcel,in Accordance with the design and construction standards adopted bythe AR froni time to time. Such standards shall include, but notbe limited to, requirements that the dock not exceed not cuore thanthirty feet (30') in length and twenty feet (20') in width besituateó in such a manner as to minimize the negative inpact of thedock on the vIew of the Bay or lake from the other Parcels and besubject to a uniform lighting plan and restrictions on insect—killing devices anti other appurtenances.

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FL fl6310 B 847 P 131CO:WAZ,TON BT:TL

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OMMpl pOP'Y. yAflQS 1O SRVIC -:

Seetion 6 1 gouon qpQrtya iStA_a. ceciarant shall retatn title to the Connon

Property untj.2 such tjne as it has completed S,}' iJflprOve,,en:sthereto, arid unless Declarant sooner conveys such Connon ProDertyDr any portion thereof to the Association by recorded instrument,all remaining Common Property ShLIt be deemed conveyed to the.Aaaocia:iDn, wIthout furtner act or deed by Decl-ant, upon thedate o final termn3tOn of CLass 5 membership.

-- (bfr jJflfl . The Association, subject to the rIghts an

• duties of tbe Owners sat forth in thU DecLaration, sh].l beresponsib.e tar the exclusive management nd contro' of t)ie Cowmanproperty, irrespective of its ownership including, withoutL,nztatLail the laidscap..ziq of the areas aSutting the Cowman Roadsand shall kaep saRi. in goO& clean, attractive and sanitary

• condition and repair,

EtS2nAJ xl In addition to the j'iaimt,nance of theCommon Property, the ?seociation shall routinely mow or bush hogaU vacant pree1s, s reasonably necessary to maintain the first—class appearance of the Property , which shall be a ParcelAssessment. Further, in the event t)at the Owner has notconstructed a House on his Parcel, within three (3) years troru thedate of purchase, but in any event, no later than January 1, 19fl-,Owner shll plant graSS or instdLI other landscaping sidewalks andStreet trees as requirc! by the then current architectural guideline, over the front tarty Leet (40) abutting the Connon Road andan irrigation system to assure the growth of such grass orlandscaping, In the event that the Owner faLls to inst11 such

• landscaping, sIdewalks, Street trees and irrigation, theIssoci.atson tay dc so and charge the cost thereat as a Parcel3s,essment

Each Owner shall otherwise be responsible for all, lawn mowingand maintenance and care Cf trees, shrubs, grass and other similargreen areas Lying withir their flrds, subject to the architecturalapproval requirements of Article VIII below.

£tSQn_.AJ Parcel Maintenance. Each Owner is responsLbLe brthe mainten,flce of alt improvements within the Owner's parceL,including, but not limited to, all required maintenance andpainting or other appropriate treatment of the House and relatedStructures, fences, walls, terraces, patio and deck in'provernentsLad any docks, bulkheads or retaining walls abuttinq the flrcel tothe estent they are not maintained by the Association in accordancewith Section 6.4(b) below, including, without Limitation, the

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FL •45310 S 647 P 132CO:WZ0N

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recuired landscaplnq reasonably necessary to maintain t,eappearance of tne Parcei in a first—class condtion and appearance.

action 4 Q.fler Mantenance(a) per's Responsibility. To the extent that raLntenance

is not provided Dy the Aasocaton. eacr. Owner shall keep all partsof hj.s Parcel in good order and reoaLr and free of debrrs. If anOwner fails to malnta.n the ParceL as provided in Section 6.3 theassociation, after ten (13) days' wr:tten notice to the Owner andapproval by 60% vote of the Soard of Directors, shall have theright to enter upon such Parcel to correct, repair, restore, paintand maintain any part of such Parcel. L1 costs re1ated to suchcorrection, repair or restorato. shall become a ParceL Assessment.

(b) Contract for Maintenance, Upon request of an Owner andapproval of the Board the Association may enter into a contractwith that Owner for the routine maintenance of those portion5 ofthe ?aroe3. not required to be maintained by the AssocIation onterms and conditions satisfactory to the Board of Directors. Allcosts therefor shall be included within the Parcel Assessment forsuch Parcel. In addition, the Association shall have the right,but not the obligaticn, to provide any required maintenance,repairs or replacement or bulkheads or retaining waLls and anydocks within the Property, the cost of which shall be payable asParcel Assessments by the Owners of the Parcels abutting thoseimprovements.

(ci Casualty. Except as specifically provided herein, theAssociation shall not be obligated to repair or-restore any part ofa Parcel damaged as a result of fire or other casualty,

Section 6 5 The Association may con tract withDeclarant, ran Affiliate of Declarant, or any other party for theperformance of all Or any portion of its management, maintenanceand repair, obligations under this Declaration, as the Board ofDirectors may determine. In the event of any such contract, theAssociation shall be billed by the vendor or contractor and suchcosts shall be included within the next General Assessment orParcel Assessment, as the case may be.

section 6.6 Limited Access/Rpvnp pat—a's,

a) Master Association. The Master AssocIation shallestablish certain procedures with respect to the access andoperation of Property as part ot Snestin. Such procedures nay beamended or changed from time to time by the Master Association asits Board of Directors determine, in its discretion.

(b) Expense. As a part of the charges included in the 2iasterAssociation Assessments, each Owner will be obligated to pay aportion of the expenses for maintaining United access and roving

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FL 446310 B 847 P 133CO:WALT0N ST:FL

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patrols within Sandesttn, The expenses so allocated wtlL beincluded within the Master AesociatLon Assessments.

(C) n.jixrans. No represent4tlon, guaranty or warranty ismade, nor aesurance given, that the limited access system and thepresence of roving patrols and trocedures for operation oSandestin will prevent personal in)txry or damage to or loss ofproperty. Neither veClatatt, the Association nor the MasterAssociation shall be liable or responsible for any personal injuryor for any loss or damage to property which may occur wtthinSandestin, regardless of whether it is due to the failure of thelimited access system, roving patrols and procedures for operationadopted from time to time.

j.Q•_Lj Each Parcel shalt be supplied withconnections for water and sewer, electricity, telephone and cabletelevision systems. Each Owner shall pay all costs or theservices supplied to hs Parcel. Neither Declerant theAssociation nor the Master AssociatIOn is responsIble or thequality or availability of utility services.

g.pction•68 k.(A) gajnment, Each Owner shall be zesponsible for

installing, operating and maintaining a lawn and landscapeirrigation system for that Owners Parcel which shall include allof the right of way o th, paved portion of the Connon Road,subject to the architectural approvals rfluired by Article yin ofthis Declaration, with irrigation water to be furnished or obtained

• as provided in (b) below.

•

(b) r_pfly. %ater for the irrigation of Lawns andlandscaping within the Property may be provided by the MasterAssociation from sources determined by the Master Association, inits discretion. In that case, the Master Association does notguarantee the availability of irrigation water which is subject toanong other factors, seasonal or weather—created shortages andscheduled hours of avaij.abikity, Dectarant reserves for itself andfor the Master Association the right, but not the obligation toprovide irrigation water through & master irriqation system and tocharge to the AssocietLar a prorata share of the cost as a coiwitonexpense. If the Master Association elects not to do so, the ownersiay install wells withn their Parcels or may use their potablewater sources to supply water for the operation of their inviulParcel irrigation systems.

(c QS. rhe cost of irrigation including, but not limitedto, maintenance, electricity, repair and replacement of pun'ps,pipes, conduits and related apparatus serving the Parcels, shall bethe responsibility of the Owners. The Association may install,maintain and operate ji) the irrigation system for the portions ofthe Property abutting the Contnon Roads an (ii) the master

1)

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Lrr:gatlon water supply system .f any, as matters of coruuonexpense payaole from the General Assessments.

çtio 9 Trash Collecflpn. trash collection will be suppliedby the Master AssocatLOfl and the Costs thereof shall be part ofthe Master AssocIatiOn Assessment.

Section 6 10 teat_Cont_rQl. At the discretion of the hoard. thessocaton may but xs not required to, contract with a reputablepest control Company to provide regular service to the Houses and,if provided, tne costs therefor shall be included within the-General Assessment.

Section 6,1' MaiT_boxes Mailboxes shall be provided andnantained by the Association, and no !ndivLdu,l "a.1boxes shall bepermitted On Afly Parcel.

SectiOn 6 12 sidewAlk,. Each Owner within the Property shallinstall a sidewalk in accordance with ARE Guidelines uponcompletion of the construc-on of the House on the Parcel.Provided however, if the Owner has not constructed a house by thethird anniversary of the closing on the Parcel. Owner shall installsuch sidewalk at such time, but in no event later than January 1,1997. In the event that Owner fails to install the sidewalk, theAssociation may do so and charge the cost thereof as a ParcelAssessment.

ARTIC2 Vu

COATTS FOR MAINTENANCE ASSESStEN

Section 7.1 Creation of General Assess—ants. Each Parcel issubDect to General Assessmcats levied h the Association for theimprovement, mintenance and operat:n of the Property, includingthe management and administratio' of the Association and furnishingof services as set forth in thts Declaration- As further describedin Section 7.8 below, the board of Directors, by majority vote,shall set the Annual Gpneral Assessments at a Level sufficient tomeet the Associ.atio!ts obligations, including contngancies andreserves. The 3ord of Directors shall set the date or dazes suchAnnual Genera. A ssessrnents shall become due and may provide forcollection of Assessnients to be payable annually or in monthly,quarterly or semi—annual installments; provided, however, that upondefault in the payment o any one or more installments, the entjrebalance of such Annual General Assessment may be accelerated, atth option of the Board of Directors, and be declared due andpayable in full.

Except as set forth in Section 7.9, Genera]. Assessments shallbe assessed equally to each Parcel, except that Declarant ohall notbe required to pay any General Assessment, whether annual orspecial, for any Parcel which it owns

14

FL 446310 B 847 P 135CO:WALTON

actiOaZ SDec S' Qanen1_assepsrne.

(a)- rn addItion to the nnu&l General

assessments, the Association itay levy In any fiacti. year aSpeciaL General Assessment applicabLe to that year and not xnorethan the next four succeedinq years for the purpose of defraying,in whoLe or in part, the cost of any construction, reconstruction,repair or replacement of a capitaL improvement upon the CorpnonProperty or Yards, including tixtutes and personal property relatedthereto, ptovided any such Special General Assessment sati. havethe consent o the Owners holding two—thirds {2/3 o the votes,other than oecl4ranc, votLnq in person or by proxy at a reuLarmieeting or special meeting called for that purpose at whzoh aquorum of each class uf xnernbersh.p is present. Sritten nottot otany such special meeting &h11 be aen: to all nentbers not lessthan fifteen (15) dayS nor more than thirty 3O days in advance ofthe meeting. If the reu.re çor'n is not present, anotherneeting may be called, subject to the same notice and quorumrequirements

(bJ Th• Association may also levy aSpecial General Assessment at any time by a ma)ority vote of theBoard of Otrectors. for the purpose of defraying, in whole or inpart, the cast of any extraordinary or energency matters thatatfect 411 the Carrion Property or Meuters of the Associationincludimg, after depletion of any applicable reserves as providedin Section 7,8(d) at this Article, any unexpected expenditures notprovided by the Budget or unanticipated increases in the amountsbudgeted) ("Emergency General Assesament ) . Any such EmergencyAssessment shall be due and payable at the time and in the mannerspecified by the Board of Directors.

ec.tJ,2x!_Li ?n?_2tarner In addition to the General

Assessments authorized above, the Board of Directors by majority

vote, shall from time to time levy a Parcel Assessment against aparticular Parcel and the Owner thereof for the purpose ofdefraying, in whoLe or in part, the cost of any construction,reconstruction, repair or replacement of a capital improvement uponor servinq the specafic Paroel, including any additional yardmaintenance or other special services to such Parcel, the cost ofwhich is not included in the General Assessment or to reimburse thessocitian for any costs it incurs as a result of the Owner'sfailure to comply with this Declaration.

ccflpn_Z.J pster Asst,ciat.12fl. flsj,rnfl. Each Parcel issubject to Master Association hssesseents as provided in theSandestin Declaration, and Owners are required to make acontribution to the capital expenses and working capital of the

Master .hssoci4tiofl.

is

445flOB 'hI

C,DrnlencteflOfPRflu al. PS3 tsstments

(a) Qce of Corm,encernftn_t The Annual. General. Asses snientsprovided for heren Shall ccrruenCe w:th respect to assessableParcels or. the day of conveyance of the first Parcel to an Ownerother than Declarant. The initial. General Assessment on anyparcel subject to Assessment shall be collected at the time titleto such Parcel is conveyed to the Owner. During the ir.itLal year

fr.of ownersh.p each Owner shall be responsible for the prorata shareof the Annual or special General Assessment charged to eachParcel. prorated to the day cf closIng on a per diem basis.

F(b) Carita! conttibptiOn. In addition at the clo3ng and

transfer of title of each Parcel to the first Owner other thanDeclarant, such Owner shall contribute working capital, to theAssociation and the Master Association in the then prevailingamounts. This contribution to the Association shall be used forthe purpose of initial and nonrecurring capital expenses of theAssociation and for providing initial working capital for theAssociation and for providing working capital for the Master

•- Association Such contribution shall not be considered as a pre—

payment of General Assessments.

ection 7.6 of onpawnent of Assessment: Remedies of theAssociatIon.

ía) Late FeesThterest. Any Assessment not paid withinfive (5) days after the due date shall be subject to a late fee asdetermined from time to time by the Board of Directors and may,

7 - upon resolution of the Board of Directors, bear interest at apercentage rate determined by such Directors,

(b) Creation Of tj. All Assessn,ents shall, together wIthany late fees, interest and costs of collection when delinquent,including reasonable attorneys tees (together, the •AssessmentChacqe'), shall be a charge and continuing lien upon each Parcelsubject to this Declaration. The lien provided for in this Sectionshall be perfected by the filing of a notice of lien in the WaltonCounty, Florida public records, In favor of the Association or

• Master Association, as appropriate for the benefit of all. Owners.

(C) Remedies, The Association or Master Association maybring an action at law against the Owner or Owners personallyobligated to pay such Assessment Charge or foreclose the lienagainst the Parcel upon which the Assessment Charge is made, inthe manner provided below. The Association and Master Association,acting on behalf of t,e Owners, shall have th power to bId for aninterest in any Parcel. foreclosed at such foreclosure sale and toacquire and hold, lease, mortgage and convey the Same,

(d) 0s4n 5 Aceotancp. the Assessment Charge is also thepersonal obligation of the person or entity which was the Owner of

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FL 44&310 3 847 P 137cO:WALTON ST:YL

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• - •ugh p.rcel at the ttme when the Asses.mnt WAS levied and of each•

.u..quent Owner thereof Each Orner of a prcst, by acceptance ofa dad or other transfer document theretor, whether or net it

•o exprested in Such deed or transfer document, La dete tocovenant and agree to pay the Association and Master kasociation as

aUCtbl0 the hssessnent established or described in thisArtiCt Each Owner, by ?u.s acceptance title to a Parcel,

• hereby eprtSSlY vests in the Association and Masttr Associationthe right and power to bring all, actions against such Ownerpersonally for the collection of such Assessment Charge as a

to enforce the aforesaid by all n,otneth available for theenforcement of such Liens, including foreclosures by an cton

.1 broiqht in the narle of the A5socatiOfl Or Master Association in a• lIke manner as a mortgage lien on real property, and such Owner is

s-p deemed to have granted to the Ass0c2.ation and tlaster P.ssociation- - pcer of sale in connection with such flen. NO Owner may waive or

othen4Se escape l,iabitity for the Assessment Charge by abandorunentcf ?Xis Parcel

(C) 2zSntLon fl çhe_ti.çn_tQ_Mp.rtga. The lion of the

Assessment Charge shall, be inferior and subordinate to the lien ofany bank, savings and loan a,socation or other recognitedj5tjttional leniet, any insurer or guarantor of Mortqaqes or

• bolder of Mortgages in the secondary market, holding a Mortga;e noor hereafter placed upon the Parcel,, but only to the extent Of theIcrtgaqe balance outstanding as of the date te notice of aAssessment Charge Was first recorded against the Pircil, plusinterest and reasonable Costs of collection accruing thereafter.sale or transfer of any Parcel shall not affect the AssessmentCharge however, the sale or transfer of any Parcel pursuant to

.1 foreclosure of such a Mortgage cc deed in lieu of foreclosure nayeztinginsh the lien of an Assessment Charge as to payments whichbeca,o due prior to such sale or transfer No a1e or transfershall relieve the traagferee of sach Parcel fron, liability for anyAssessments thereafter bwccting due or from the lien thereof, northe Owner responsible for such payments trout such Owner's personal

•

flabSlity an provided herein,

(El QthtRsrti.ea. The aoard of Directors, by majority• vote shall, have the right to assess tines and to suspend the

voting rights and the right to the use of the Coon Property by an•

Owner for any period during which any Assessment against hisParcel that is more than thirty (30) days past due remains unpaid,and for a period riot to exceed sixty (6O days for any infractionof the other provision of its published Book of Resclutios or ofthis Daclaration.

£grti.Qz7_J Qertifiçatfi .of. yThtpt. The Treasurer of theAssociation, upon decnand of any Owner liable for am' Assessment,shall, furnish to such Owner a certificate in writing setting forthwhether such Assessment has been paid. Such certificate when co—signed by the Secretary of the Association, shall be conclusive

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rt 446310 B MI P uacOWAt.tOH ST:FL

evidence of payment of any sessinent therein stated to have beenpaid.

(a) The fiscal year of the AssociatIon shallconsist of the ti.'elve U2) month per2od commencing on January 1 ofeach year.

b) The Declarant shall establish the budgetfor the fiscal year in which a Parcel is first conveyed to an ownerothr than Declarant,

C) ErPtOIt &nd pqya. .yf nnut CozencingDecember 1 of the year in which a Parcel is first conveyed to anOwner who is not the DeI.&tant, and on or before December ice eachyear thereafter, ttie Board of Directors shalL adopt budget tortte coming year containing an estimate of the total amount which itconsiaers necessary to pay the cost of all expenses to be incurredby the Association to carry out the responsibilities andobligations of the Association, includinq, without limitation, theCost Cf wajes, materials, insurance premiums, services, Ssppliesand other expenses for the rendering to the Owners of all servicesrequired or permitted hereunder, Such budget shall also includesuch reasonable anounts as t)e board of Directors crnsidersnecessary to provide working Capital for the Msociation and toprovide for a 9eneral oneratin9 reserve and reserves forcontinoencieg and replacements The Board at Directors shall sendto each O,ner a copy of the budget, in a reasonably itemized formwhich sets forth the amount o the 7.nnual General Assessmentspayable by each owner, on or betoro December 15 preceding thefiscal year to which the budget applies. Such budget shall.constitute the basis for determining each Owners Annual GeneralAssessment as provided above.

(d) Reserve5. The Association may, in its discretionlaintainrserve for (l worcing capital, (1i cont.ngences,(iii, replacenents, and (iv) the performance of such othercoordinating or discretionary tur,ctions not contrary to the termsCf this Declaration which the Ooard of Directo:s nay from time totime approve, which shall be collected as part of the MInLalGenera! Assessmenc as provided above, xtracrdInary expendituresnot originally included in the annual bud9et which may becomenecessary dur.ng the year shall be charged first, aaSnst suchreserves. Except in the event of an etliergency, reservestctunlated for one purpose may not be expended for any otherpurpose unless approved by the 1enters o the ssociation holdingthe majority of votes. If the reserves are insdequae for anyreason, including nonpayment of any Owners Assessment the 8oardof Directors may, at any ttme, levy an Emergency General AnessmentSn accordance with the provisions of this Article VII, which may btpayable in a lump sun or Sn installments as the Board of Directors

16

Pt 446U0 B 041 P 139- COtSALTON

iTT

, determinu, In the 'event there j ; balance of reserves at theend Of atly fiscal year and the Board 0± orectors so determinesany excels reserves may be ta)cen into hcCOQflt in e2tabllsinq thenext year's budget and may be applled to defray general expensesincurred thereunder.

(e) gj1C --Yakl.ure to Prepare Or 4oit2fl 'the

faiiure or delay of the Board of Darectors to prepare or adopt anannual budget or adjUsted budget tar any fiscal year shall notconstitute a watver or release £n any manner of an Ownersobtigatior. to paY his Annual Genera: Assessment, as heretn providedwhenever the same shall be deternUned. In the absence of anyannual Association budget or adjusted budget, each Owner shaLlcontinue to pay the Anrual General Asflssrrent at the then existing

rate establt$hed tar the previous fiscal period in the manner suchpayment was previously due until notifj.ed otherwise

{f) bQMfltTh Except ai otherwise provided herein, alt sumscollected by the Board of Directors with respect to Aasesrencsagainst the owners may be conuningLed in a sing.e Lund of theAssoCiatiOn.

£ectin_Li Exffrnpt Proertj. The following properties subjectto this -Declaration shall, be ecempted from the AssesstnentsAssessment Charges and Lens created herein: 4a all propertiesdedicated to and accepted by a governmencal body, agency at'

authority; (b) all Common Property: and (C) all. Parcels owned byDeclarant which have not been occupied.

gtL.,LJ,Q Re31 Estate TeS n the event the Common Propertyis taxed separately tram the Parcels deeded to OW%iers, theAssociation shall include such taxes as part of the Annual GeneralAssessment. In the event the Common Property is taxed as acomponent of the value of the parcel owned by each Owner, it shall.be the obligaticn of such Owner to promptly pay such taxes printtotheir becominç a lien an the Property.

ARTLCLE VIII

ARCH'TEC'"URJ't' CONTROL

£Qti2nIJ çgptmction Saiept to.Pçchitectural CQQtro. Noconstruction, modification, alteration or improvement of ny naturewhatsoever, e<cept for interior alterations not affecting tieexternal structure or appearance of any House, Shall be undertakenon any parcel unless and untii a plan of such construction,atodification, a1tration or improvement shall have been approved inwriting by the ARE. Construction, modificationa. aeratios andimprovements subject to kRB approvC, specifically include, but arenot limited to, the construction of any vertica limprovemerts tothe Parcel, the House and any outbuilding and storage facillties,painting or other alteration of the exterior appearancE 01 a house

19

847)

:1

4

(:ncud1nc doors, wtndows and roofi, ictstalatcr, of antennae.satefllte dishes or receivers, solar panels or oTher devLces.constructIon of docks, fountaIns, swlnuning pools. wh1pools, orotner pools construction of privacy walls or otner fences.addition of awnirg. signs, whether located on the Parcel or in

_______ w:noows of the House, gates, flower boxes, shelves, statues, orother outdoor ornaflentat1On patterned or brightly colored windowcoverIngs, any aLteratIon of tne landscaping or topography of theProperty including, wtnout limitation, any cutting or removal oftrees, planting or removal of plants and creation or alteration oflakes or similar features of the Property and all other

-modifications alterations or improvements visIble from the Convnon

F

Roads or other Parcels, all of the foregoing being jointly referredto herein as Proposed Improvements.

Section ?,2 irQcures.(a) Ap;licatiofl. The docuxents. materials and iters to be

submitted to the ARS for approval shall include (i the ---

construction plans and specifications, if any, including all.proposed landscaping, (ii) an elevation or rendering of allProposed Improvements if any, (iii) samples of n'aterials or p&itcolors, and (iv) such other items as the ARS may deem appropriate.to construction on any Parcel or the Property shall be commencedand no Parcel shall be modified, except in accordance with suchplan or modification thereof, that has also been approved inaccordance with the applicable application.

(b Bas4s for Decision. Ppproval shall be granted or denied—

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by the Afls based upon compliance with the provisions of thisDeclaration, the quality of workiiianship and materials, the harmony -- -

of external design with its surrounds. the effect of theconstruction on the appearance from surrounding Parcels, and all Ito:other factors, guidelines and standards nromulgated from time totme including purely aesthetic considerafions, which, in the soleopinion of the Afl, will affect the desirability or suitability ofthe construction.

In connection with its approval or disapproval of anapplication, the ARS shall evaluate each application for totaleffect. The evaluation relates to matters of judgment and tastewhich can not be redl4ced to a simple list of measurable criteria.It is possible, therefore, that an appltcation flay neet individsiatcriteria and still not receive approval, if in the sole judgment ofthe ARE, its overall aesthetic impact is unacceptabte The -approval of an application shall not be construed as creating any Fobligation on the part of the ARB to approve applications involvingsimilar designs for different Parcels.

c) Unifonn Procedures, The 7R3 may establish uniforprocedures for the review of applications, including the aosessmentof review costs and fees, if any, to be paid by the applicant, nd

20

IL 06310 B 047 P 141CO:WALTON BT:TX.

the rSq'4irement of secrLtv depostt or comptSflCe bond to er,surethe full and tiiely compliance by the applicant .itn tne Co1di.:Lcnsuposed by the axa.

(d) tL&rx. Approval or dIsapproval of apolications tothe ARe ahmi]. be gtven to the applIcant in '4rtiflg wLthn sxty(6Q days of receipt thereof by the AflB in accordance w.th theprocedure, adopted by the MB. In the event approval ordis4pprQvat is not forthcoming within sixty (60; days, unless anextension is agreed to by the apolLcaflt. the application shall bedeemed approved and the construcnon o t,e Proposed lmpravererttsApplied for nay be commented provded that all such construction isin accorthnC with the subnutted and aporoved application andprovided further that such plans contonn in all reapects to theOther teris and provsiOflS of this Declaration.

$tZtj_..LJ. LS-Li): Approval by the IRS of an application byan Cwner shall not constitute a basis for avi L.tbUity of themembers of the ABB, the MaSter AssocLation, the Assoctation orPetlarant for any reason, including, without limitation, (ifailure at the plans to conform to any applicable building codas,or Uii inadequacy Cr deficiency in the plans resulting in detectsin t),e Proposed Jinprovenients.

£esSorSS Ii.rni4ti2n Without limiting or qualifying theother provisions hereot, nothing shall be erected, conBtructed,planted, or otherwise placed ij such position (subsequent to theinitia). construction of improvements on the Property by 0eclarantSo as to create a hazard or block the Vision of rotorists upon anyof the Common Roads, which are part of, adjacent to, or near theProperty and no fence wall or other improvement may be constructed•dacent to any golf course which obstruct play or the retrieval ofgolf balls. No modification. alteration or improvement shallinterfere with those easements Or other rights set orth jr. thisDeclaration or the Sandeatin Declaration.

IRTICLE XX

LLSEgF ?RgPRrt

ati2it.LJ. rctivQoVeatt. In order to keep the Propertya desirable place to live tor all Owners the following protectiveoovez,ants are made a part of this Declaration:

a 2a..QttXto5. No Parcel shall be furthersubdivided or separoted into smaller parcals by any Owner.Declarant shall have the right to nodify subdivision plats o theProptr?j it aLt owners of ParceLs which are Included wthin anysuch mothfied pin consent to such modLficatiot, which consentshall not be Unreasonably withheld or de]4yed.

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P1 445310 flY P 142CO;WALtcN

I

{b) e_ ntT15. Each Parcel shall be used, improved anddevoted exclustvely to sin'_e far.fly resdentxa: use, and for nococrjercial purpose. Notrne—sh&reownersh.pof Parcels J.5

permitted without Declrant's approval. Nothing herein shall bedeemed to prevent the owner from leasing a House, subject to all ofthe provls±ons of the Declaration, Articles, Bylaws and Book ofReolut1ons nor from preventLng the Declarant from converting theuse of a pLatted lot to be used a3 a road for ingress and egressfrom an adjacent parcel, of lane.

(C) Cccupancv of Unt, No House nay be occucLed at any timeby a number of persons including adu1t and minors, inexcE5 ofthree (3) persons per bedroon.

(dI No nuisance shall bepermitted to exIst Ofl Any Parcel or Conrnon Property so as to bedetrimental to any other Parcel in the vicinity thereof or to itsoccupants, or to the Conunon Property. No immoral, offensive, orunlawful use shall be made of the Property or any part thereof,All latws, zoning ordinances, orders, rules, regulations, orrequirements o any governmental agency having jurisdictionthereof, relating to any portion of the Property, shall be conliedwith, by and at the sole expense of the Owner or the Association,whichever ehall have the obligation to maintain or repair suchportion of the Property. No waste will be conmtitted upon theCommon Property. owners hereby acknowledge that constructionactivity on or about the Property during daylight hours shal1 notbe deemed to be a nuisance.

(e) jrtrAnce. Nothing shall be done or kept in any House,Yard or in toe coron PrcpertJ which will increase the rate ofinsurance for the Property or any Parcel, or the contents thereof,without the prior written consent of the Association. No Ownershalt permit anything to be done or kept in his House, Yard Qr inthe Common Property which will result in the cancellation ofinsurance or, the Property or any Parcel, or the contents thereof,Cr which would be in violation of any Jaw.

1) Owners shall, allow the Board of Directors or theagents and tnployees of the Association or Master Assoc&atiGn toenter any Parcel for the purpose of maintenance, inspection,repair, repacement of the nprovements within the Yards, or incase of emergency, for any lawful purpose, or to determinecompliance with this Declaration.

(9) . Pets I1ay be kept by an Owner on his P4rcel butonly if such pets do not constitute a nuisance on the ProofltyAll, pets ,tust be held or kept leashed or otherwLse appropri4telyrestrajj)ed at all times that they are in the Conncn Property orYards and all owners of pets shall be held strictly responsible toizTuuediately collect and properly dispose of the wastes and Utterof their pets, The Association reserves the right to designate

22

- FL 446310 2 847 P 143CO:WAVTON $t:fl

I

IEr;

I

spoctfi.c ar•a1 within the Colmuon Property where peta n'ay be walkedon leashes by their owners. The AsocLation *urt,er reserves eright to demand that an Owner penanently remove from theProperties any and aLl, pets wh.ch create dIsturbances or nnoyncesthat const,tUte nuisances, Sn the sole detentination of the Board,

Ib) isaa No eign. advertisement or notice of any type ornature whatsoever includLflg, without Limitation, 'For SaLern andwor tease' signs hal2 be erected or dLsoLayed upon any Parcel,House, Conuon Property Or Yard or from any window, unless expressprior written approval of the size Shape, content, appearance andlocation has been obtained frc the Board and the MB, whchapproval 'nay be arbtratily withneld. Notwthstandng theforegoing, Declatant and those persons or entities specifcallydesignated by oeclaran: sh&lL be permitted to post and :ipLayadve:tisig sigfls oct the Property for the marketing, sale or rwnta:o Parcels.

(1) Wins, the parking of any automobile or goLf cart uponany portion o the Property is prohibited except in areas of theParcels espressly provided for same or n may be approved inwriting by the Board of Directors. In addition, automobile parkiMgon any parcel shall be limited to the rnsonable number ofautomobiles appropriate to the residential, use of that Parcel. Noboats or recreational vehicles nay be stored or parked within theproperty. Only automobiles bearing current license andregistration tags, as reqired pursuant to state law, shall bepermitted to be parked on any of the Property. All parking withinthe Property shall, be in accordance with rules and regulationsadopted by the ssociati0n and all, parking within the otherportions at Landestin shall be in accordance wtth rules andregulations adopted by Declarant Or the Master Association, Golfcarts within the Property shall be subject t ttie rules of theMaster Association and the owner of the golf course as to desiqn,utaintenance and use.

(j Mgtorcvclgsc, flo aiotorcycles, mapeds or go—cartsshall be allowed On the Common Roads or elsewhere within theProperty. Golf carts nay be driven on CommOn Roads in accordancewith applicable rules and regulations.

1k) Visibility at5t,?et Inte.rsect.iQn. No obstruction tovisibilitr at street intersections shall be peniiitte& The ARBshall have the right to adopt additional restrictions concerningthe height and type of trees and shrubs within any o the Parcels.

(L) Qjjl. No clotheslines or other clothes—dryingfacility shall be permitted in any of the Yards or other portionsof the Property where it would be visible from any Common Road orany other Parcel.

23

YL 443lO S 847 P 14CO;W.ALTOfl

(m) Containers, All gatbage and trashcontainers must be placed and maLntned in accordance wrth rulesand regulations adopted by the acard of D:rectors. No rbage ortrash shall be placed elsewhere and no portion of the Propertyshall be used for dunlpiflg refuse.

(Fl) ntenn_ Other Deviz.m Unless prior writtenapproval has been obtained from the Board of DLrectors and the AXB,no exterior radio or television antenna, satellite dish or otherreceiving or transmitcing devICe, antenna Or aerial, solar panel orother solar collector windniill or any similar exterior structure'or apparatus may be erected or maJ.ritaine anywhere wIthin theProperty

(a) WndcAirSnitionera No window air conditionIng unitshall be installed in any of the }ousea without the prior approvalof the ARB,

(P rempQrXv.tVCtXmt. No structure of a tcmporarycharacter, includ.ng, without limitation, any trailer, tent, shack,barn, shed, or other outbuilding, shall be permitted on arty Parcelat any time, except temporary structures maintained for the purposeof construction and marketing of the House. which ,hall not exceednine (9) months.

(qJ Oil and iinnc Operations. No oil drilling, oildeveloprent operations oil refining, quarrying or miningoperations of any kind shalt be permitted upon or in any Parcel,nor shall oil wells, tanks, tunnels, mineral excavations or shaftsbe permitted upon or in any Parcel. No derrick or other structuredesigned for use in boring for oil or natural gas shall be erected,maintained or permitte4 upon any Parcel. or an the Property.

(rJ Eater Supjysd Sewerage. Except as provided in. Sectionno individual well or septic tank will be permitted on any

Parcel, without Declarant's prior written Consent. No Owner shallobstruct or m&ce any modification or altetation of the masterirrigation water supply system, if any, without the prior approvalof the Association.

ts Tuel tor,cg Tnk. Ho fuel or gas storage tank3 shat).be permitted or' any Parcel except that an Owner may maintain asmall gas bottle Dr tank for gas barbecues and fireplaces in anarea on his Parcel specifically approved by the AB3.

(t) araes. Garage doors shall be kept closed, except whenautomobiles are entering or leaving the garage.

(U) ljs.jtLns. o soliciting wilt be allowed at •ny timewithin the Property.

24

FL •453i0 F 047 P 145COWALTON ST:FL

(V) MaLntnance. The portLons of the [louse visLbke fromoth.r Parce].s or portions of the Property and all Yards must bekept in an orderly condition so as not to detract from the noaapp.arsnce of the Property. The A,sOCiatiOn, in its actsdi.cretiOr, may determine whether or not th v±sible portions ofthe flouses nd Yards satisfy this requirement. After ten (10)days wrItten notice, the Association may have any onjectionabteitems corrected or removed from the House or Yard, eo as to restoreits orderly appearance, wtthout Liability therefor, and charge theowner for any costs incurred in the process, all, as moreparticularly set forth in Art.cle VU above.

(w) irL No trees shalt be cut or removed from theproperty without approval of the ARS which may be conditioned uponsuch factors as the Owner's mir.igation and overaLl landscape plansfor the ParceL.

(x) Mnttmim House Area. Each House constructed upon theProperty must contain at least two thousand five hundred (2,SO0)square feet of heated and air conditioned floor area.

(y) The use of fences, watts and other forms ::C- -

of visual screens throughout the Property shall be subject to priorAfl spproval, and shall be lirdte to those portions of the Parcelsclosely surrounding the houses, so as not to unnecessarily orundu).y restrict the view of others

(z) Building Restriction Ltnes. All houses shaD, beconstructed in accordance with the set back lines as establishedfrom time to time by the IRS. The ARD may. with Declarant'sconsent, vary the foregoing and any platted restriction lines, andmay estabLish such further restriction lines for constructionwithin the Property or any Additional Property.

(aa) pr.ck4ary. Structurer Any ancillary structures such asdetached garages or guest quarters to be erected Upon the Parcel -T -:shalt be constructed of the same materials - and in the samearchitectural style as the Houseand shall be subject to the samesetbacks approvaL of the AJB and other restrictions applicable tothe House itself.

Section 9.2 Miendients and Modifications. The hoard ofDirectors and the ARS may from time to time adopt and amend rulesand regulations govurning the details of the operation, use,maintenance an control of the Houses, Parcels, Yards, COUVaC,,property and any facilities or services made available to theOwners. A copy of the rules and regulations adopted from time toti.ma as herein provided shall be furnished to each ci.xaer

25

FL 446310 B S47 P 146

COWALTOH ST;F-

-w

j

I

fa) ners Resoonsibility. It shall be the responsibilityof all Owners fannly menters of Owners and tne.r authorizedguests arid tenants to conform with and abide by the rules andregulataortsin regard to the Use of the Houses. Parcels. commonproperty and yards which may be adopted in writing from time totIme by the Board of DLrectors or the ABS. and to see that allpersons usflg the Owner', Parcels with their consent do Likewise.

(S) iL2ation. Upon violation of any o the rules orregulations adopted as herein provided, or upon violations of anyof the provisions of this Declaration by an Owner, or his family,tenants, or guests, the Assocation may levy fines as determined bythe Board of Directors. To enforce the rules and regulations andthe provisionscf this Declaration, the Association or any Owneriiay bring an action or specific performance, declaratory decree or

in7unction. and the successthl prevailing party nay recover itcasts and attorneyt fees in such suit,

cn1A 2nQnal Services. Employees of the Association andof the Master Association shall not be required to attend to any

• personal. matters or business of Owners, nor shall they be permittedto leave the Property on any private bUsiness of Owners. Phe usesand funotiono of such employees shall be governed by the Board oEDirectors of the AssOciatiOn and by the Master As5ociation, In theevent personal services are provided to Owners by any of theemployçes of the Association or Master Association neither theAssociation nor Master Association will assume any responsibilityor be liable for, in any manner, the quality of such services orwork prcvidd. nor do they warrant such sex-vices or work. Inaddition, neither the Association nor the Master Association shall

• be liable for any injury to persons or damage to property resultingfron any act or omission by those performing such personal work orservices for Owners.

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AXTICLE X

tiQB_flfl Tines ofCpyerae.

(a) The Board of Directorsnay obtain and, if additonal Common Properties with significantinsurable improvements are added to the Property, the Board ofDirectors shall be required to obtain and maintain, the followinginsurance, as appropriate:

(i) Fire insurance on the Coimson Property and anyimprovements constructed thereon, but only if theiraggregate replacement cost exceeds the usn of$10,000. with extended coverage, vanaLisn,

26

Ft 446310 li O7 P 141CO:WAL,TQN

1

I

,a1ic±ous mischief and wtndstorrn endorsements in anamount not less than that necessary to cDXsply with

the cojn,urance percentage sttpuLatd in thepolicy and in any event not less than &G% of theinsurable value (based upon replacement cost) oftht improvements constructed on the Cornn'onProperty; and

(il) public liability insurance in such lImits as theBoard of Directors may from time to tire deteritine,insurLng against any liabtitty arising out o, orincident to, the ownersh.p and- use of the CommonProperty or adjoining the Property, such insuranceshall be issued on a comprehensive Liability basisand shalt contain a severabiLity of inceret'endorsement which shalt preclude the insurer fromdenying the claim of an Owner because of neg.ngntacts of the Association, the Beard of Directors orother Owners, The Soard of oLrectars shall reviewsuch limits once each year. If insurance isrequired to be obtained, in no event shaLlfllsurace be less than $500000 with respect to anyone person $1,000,000 with respect too any oneaccident or occurrence and S1OC,0Q with respect toany claim for property damage.

(b) 1narncef e_Pacgls• It shall be the responsibil4tyof each Owner to obtain, at hi.s own expense, liability insurancewith respect to the ownership and use of his Parcel, including hisHouse and Yard, and the Association shall not be responibl.e forobtaining such insurance or have any liabtlity whatsoever inconnection therewith. Each Owner shall also obtain and maintaintire insurance and insurance against the perils customarily coveredby an extended coverage endorsement in an aTtount equal to not lessthan the full replacement cost of the House and, upon requesttherefQr, shall submit evidence of such insurance coverage togetherwith evidence of paymenc of the most recent premium theref or to the

• ssaciation.

(C) fl1tor and officex-tiakijtty Insurance The board ofDIrectors may obtain as a matter of Cogunon expense, payable fromthe Annual General Assessments liability insurance againstpersonal loss for actions taken by members of the Board andofficers of the Association in the performance of the,r duties.Such, insurance shall be of the type and amount determined by theScard of Directors, in its discretion.

(d) The soard of Directors shalt obtain andmaintain worker's compensation insurance if and to te extentnecessary to meet the requirements of law, and such other u,suranceas the Board of Directors may dateruin or as may be requested fromtime to time by a majority of the Owners.

27

FL 446320 B an p 18CC:WALTOU ST:Yi.

Re2ar eCOnS trUctpn After rr ptHJ prpre-n. Zn te event of aaqe tc or 4

• destruction of all or any the improvements cn the Coon Prooerryas a result of fire or other casualty, the Board of Oirector shaltarrance fo' and supervse te prompt repair ant restoration o suchimprovements subscantial].y in accordance WitA the plans AndspecL±Lca tiong under Qhich the 1nprOveThents were oiqina11y - fconstructed, or any modification thereof apDroved by the Botrth

-

-- The hoard of Directors shalt proceed towards reconstruction of such-improvements as gu.ck1y as prticable under the circunistances andshall, obtain funds for such reconstruction from the Insuranceproceeds and any special. assessments that may be necessary afterexhaustion of reserves for the repair and repkacement cf suchimprovements. 4

b) Any Owner whose ?Iouse is destroyed or damaged byfire or other casua1ty settfl Limneiately proceed to rebu2d an

t,restore his house to the conditions existing ituxnediately prior tosuch daJT%age or destruction, unless other plans are approvedaccc-ar'ce k1r t1,e prov.sc'rs ot .rticle S'IIS abose

- ARTIClE xrascc3Angw ,tAI!JTY

ticn_JiJ jcLaimer of Liability. flotiithstandi.ng anythingcontaintd herein in Articles, Bylaws or Book of Resolutions of theA,socjstjOn, or any Other docmnent governing or hintinç rho - -

-

Association (jointly referred to herein as 'Association- —- Document!' neither Declarant nor the Association shall be liable i

_"

or responsible for in any nianner a guarantor or insurer of, the 5health, safety or welfare of any Owner, rcupant or user of anyportion of the Property, including, without lijnitation Owners,

-- 'c- residents, their tamiiaes, guests, invtees, agents. servants,contractors or subcontractors nor for any property of such persons.

— .

£t&caJL1 2kfl_r9vJJiQa WIthout liznitinq thegenerality of the foregoing

a) It ..s the express intent of the AssoclatLon Doc'amentsthat t-'e various provisions thereof which are enforcetole by theaesoc.atn and cduct gorert aid reguZate cM use at t Propertyhave been written an are to be interpreted arid enforced for thesole purpose of enhancing and maintaining the enjoyment of theProperty nod the va)ue thereof

-3:.

--. ç,' I (b) Neither the Declarant not the Association ii empoweredf aj, nor have they have been created to act as an entity which enforcesor ineQrea compiince with the lan of the United States of

28-

rt •.sn a 841 p

COIWALTOX sT:TL

ii

______ --

neflca, State of florid,, County øf Walton Or any otherjurisdiction er prevents tortious Or crit'tna. activttl.es.

(C) The provision of the AsoCiatLon Documents setting forththe uses of Assessments whtch may relate to heaLth safety wetf,rethat), be attributed and implied only at tinttatiort On the Usace ofsuch funds and not as creating an obiSgation of te Association ccthe Decl.traflt to protect the health, nafetv or welfare of anypersons.

Owner Covenant. Each Owner, his heirs,successors and assigns (by virtue of hLs acceptance of t.tte o t'.sParcel) and each other person or entity having an interest in or alien upon or making use of, any portion of the Property (by virtueof accepting such interest or lien or making se thereof) sha]J. bebound by this ArticLe and shall be deemed to autoti,aticalLv waivedany and all riqhts, claims, demands, tause, of action against theAsso'i.atiOfl or Dectarant ariairig froct or connected wtth any mannerfor which the liability of the Asnciation or Deo3arant has beendescribed in this rtic1e.

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ARTICLE XIt

SANOESTIW RtSORP FACILItIES

Section t2 Oershi, •nUse of Sandestin Reso—tszti.1isin All persons. including all Owners, are adviseth that norepresentations or warranties have been made or are made by theDeclarant or any other person or entity with regard to thecantinuinq ownership or operation of t,e Sands. tin 9eath esortFaci].ities rsandastin FaciLities'). Further, the ownership oroperational duties of the owner of the sandestin Facilities maychange at any time and front tire to time by virtue a±, withoutlthitation, (a) the sai.e or assumption of the operations of theSandestin Facilities by an independent person or entity, (b) theconversion of the Sandestin Facilities membership struottire to anequity membership or sin'ilar arrangement whereby the nenters of theclub or entity owned -Cr oontrolled thereby becomes the Owner oroperator of the Sandestin pac,Jities, (C) Conveyance purSUant to aContract, option or otherwise of the Sandestin Facilities to one ormore affliatas, sartholdtrs eniployees or independent contractorsof Declarant; or d) the conveyance of the Sandestin FacLtitie tthe ilaster Association, with or without considerarion suSject to orfree and clear of mortaages or other encumbrances. Ay Of theforegoing actions shall not require the consent of any Owner.holder of a Nortgafl or the Association. In addition, the Dwncrshall have no riqht, title or interest in the Sandestin Facilitiesby virtue of the ownarship of 3 Parcel or on any other basis.

SeCtioaflJ Rights of Sandestin ti4ties Members. The ownersand mortgagees of the Sandestin Facilities, the members(irrespective of whether such members are owners mpJoyets,

29

P B 847 P 1D

CO:WLT0N ST:?L

acents contractors and designees have a right of ncnexc:u,iveeaserent over access and use of the Coon oads as is necessaryand convenient to travel to te from tht entrance to the Propertyto the Sandestin FacL),ktes and such other portions of the Propertyas are necessary and ccnvenient to the operation ma:ntenance.repair, replacement of the Club Facilities. Without limiting thegenerality of the foregoing, members of te Sandastin Facilitiesand their invitees shall have the right to park their vehicles ontne Coron Property and Roads at reasonable times before, duringand after tournaments and other approved functions.

ARTICLE XflI

CENEthL PROVISOij

gion 3.l Duration. This Declaration, as amended andsupplemented from time to time, shall run with and bind theProperty and shall inure to the benefit of and be binding uponDeclarant, the Association, the Osrners, and the owners of propertywithin Sanáestirt, their respective 1ega representatives, heirs.successors or assigns, for a term of twenty (20) years from thedate of recording of this Declaration in the public records ofWalton county, Florida, after which time all of said provisionsshall be extended automatically for successive periods of ten (10)years. each unless an instrument or instruments signed by the thenOiners holding seventy—five percent j75%) of the total votes in theAssocia-io shall have been recorded, agreeing to terminate all ofsaid provisions as of a specified date. Unless this DeclaratiDn isterminated as provided above, the Association shall rerecord thisDeclaration or other notice of its term at intervals necessaryunder Florida law to preserve its effect.tctjpn12 Condemnatipn. rn the event all or part of theConjnon Property owned by the Association shall be taken orcondemned by any authority having the power of eminent domain, allcompensatioi and damages shall be paid to the Association, TheBoard of Directors shall, have the right to act on behalf of theAssociation with respect to the negotiation and Litigation of thetaking or condemnation affecting such Property. The Owners holdingeighty percent (80%) of the votes agree t distribute the proceedsof any condemnation or taking by eminent domain, and if the Ownersshall not so agree, such proceeds ehall be added to the funds ofthe Association,ectSonj.L.i Proce&ds from a1e of Ut±lities. Iii the event theDeclarant sells and conveys any or all of the utility easements orutility syotems all compensation and other proceeds from such saleand conveyance, if any, shall accrue to Declarant.

ction 13.4 QsjQ. Any notice required to be sent to theOwner of any Parcel under the provisions of thIs Declaration shallbe deemed tQ have beei% properly sent when ma!led, postage prepaid,

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FL 446310 B 547 P 151COWALpo ST;?L

or hand delivered to the parcel and to the last khow, address ofthe person who appe,rB as owner of such Parcel on the records cthe Association at the tA,te of such nailing if dftetent,

ctioiii naccrngn Iii addition to any enforcementfloViflDnS prey 'sl,y Set forth in thss Declaration, the prov:sionsof this Declaration may be enforced by any Owner, the hs5OcitlonDeclarant as lonq as it holds any interest in the Property orSandestn) or, insofar as such vioLatort affects other potcion! ofSandestin by any owner of any interest Ln Sandestin, including theIlagter Association on behalf of such owners by a proceeding at lawor in eautty against any person or entity violating or attemptingto violatq sane, e:ther to restra,La Violation or to recoverdamages, and agaInst his Or its parcel, to entorce any ilen created -by this Deciaratoa, Failure to SO enforce any of these protectivecovenants and restrictions shall in no event be deemed a waiver othe tight to do so at any time thereafter.

ctjcnJ,L1 XtrrflSQn, The provisions of this'Deolrattonshall be liberally construed to effectuate their purpose ofcreating a uniform and consistent plan for the development andoperation of the Property as an integral part of Sandestin.

aecu2n_,,JL1 Iy1ittty. The invalidity of any part of thispec1araton shall not impair or 3ffiect in any manner the validityenforceability or effect of the balance of the Oeclaraticn whichshall remain in tull force and effect.

ecUnr_,J1J Gender and Number, the use of the masctjline genderherein shall be deemed to include the feminine or neuter gender andthe use of the singular shall be deemed to include the plural,whenever he context so requires.eta,,jL5 Bules and Repu],atS9fl. All Owners shalt comply with jI:.the rules and regulations adoprd and amended from time to time ythe Board of Directors the ARB and this Declaration, Such rulesand regulations shall be for the purpose of elaboration andadministration of the provisions of this Declaration arid shall -trelate to the overall development of the Property, and shall not in ' :t.any way din,nish the powers of self—government 0' the As500iation

itIQrua& J4flg4tn 1W judicia2. o administrativeproceedings shall be commenced or prosec'ted by the AssociationUnless the same is approved by a vote o the Me,bers hardingoeventy five percent ('75%) of the votes, this section shall notapply, however, to a) actions brou9ht by the Associatior. toenforce and provisions of this Declaration ncluding, without2imitation, foreclosure of lien), (b) iniposition of Assessments asprovided herein, (C) proceedings involving challenges, to anytaxation, or d) counter clars brought by the AsSoc2atOn inproceedings instituted against it. Notwithstanding the provisionso this Section, this Section shall not be amended unless such

84p 152

1:

-t

Ajnendmer.t is anproved by the Declarant or is aproved by thepercentage vote pursuant to the same procedures as are necessary toinstitute proceedings and provided aoove.

ectiOn 13 Ii use of Name, Declarant, for Itself and itssuccessors and 5551 gns which are designated by Declarant in F -

writing, hereby reserves the right to use the name'Sandestinsandestin Beach Resort' or any combination of such words in the

prcmot:on, ndverttsiflg and development of sales of the Property.No proprietary right to such name is granted to any Owner or to theAssociatiOn.

Section 13.12 drnent. This Declaration may be amended at anytime by an instrument signed by the President or Vice President andSecretary or Assistant Secretary of the Association, certifyingthat such arendmerlt has been adopted by Owners holding seventy—fivepercent (75%) of the votes in the Aasociation, either in person orby proxy at a duly called meeting, or by written consent withoutmeeting in a manner permitted by law by owners holding seventy fivepercent (75%) o the votes in the Association, which amendment -shall become effective upon Its filing in the public records ofWalton County, Florida; provided, however, that

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(a) As lonq as Declarant is an Owner of any Parcel, no _ 7amendment shall become effective without the written consent ofDeclarant.

(U) Declarant specifically reserves the absolute andunconditional right so long as it owns any of the Property to aniendthis Declaration without the consent or joinder of any party (i) toconform to the requirements of the Federal home Loan Mortgage -

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•) Corporation, Veterans Administration, Federal National Mortgage

Association or any other generally recognized institution involved '- -

in the guaranty, insurarce, endorsement or purchase and sale ofhome loan mortgages or (ii) to conform to the requirements of ' -

institutional mortgage lenders or title insurance companies, iii)to confoziii to the requirements of any governmental entity havingcontrol over the Property, Cr iv) to clarify the provisions u

hereof, -. -.

(c) The proposed merger or consolidation of the Association ftwith another associatom in the manner described in Section 3.3above shalt require the approval of Owners holding fifty percent(Soil of the votes of the Association.

Section l.13 ppsent of Mortpagees. This Declaration containsprovisions concerning various rights, priorities, renedies and j

interests of the holders or insurers or guarantors of Mortgages. t &Such provisions are to be construed as covenants for the protection

,

of those holders, insurers or guarantors on which they may rely inna)cing loans secured by Mortgages on the Parcels. Accordingly, noamendment or modification of this Declaration impairing such I

22I.

446310 B STYLcoWALT

2:-c—

rjqhts, prOrties, remedIes or intarste of a holder, insurer orguarantor of a Mortgage shaLl be adopted without the prior writtenconaent of such entIty, If there is more than one holder, insureror guarantor holdLng a Mortgage on the Parcels, It shaLl be•uflicient to obtain the written consent c 411 such hoLders,insurers and guarantor, ho.ding Lien on eighty percent (80%) ørlucre Qf the Parcels provided, however, that in the event oreholder, insurer or qtzarantcr is tolding a lien art SeVenty percent(10) or tore of the parcels encunoered by such entities, thewritten consent of such entity alone shall be oufiicient. Any suchceuired consent shall be qivet promptly and shall not beunreasonably withheld and any consent not given or denied withn 30calendar days of receipt thereof shalL be deemed given for purposeshereof, This Sectwn shall not apply or be Construed as aLimitation upon those rights of the Declarant, the Association Orthe Owner5 under this DecLaration to make amendments which do notadversely affect the holders, insurers or guarantors.

tIon 13 14 All attorneys feee and court costsflich may be incurred by the ssociation in the On±orcement Cf ai,yot the provisions of this Declaration, regardless of whether suchenforcement required judicial action, shall, be assessed against andcollectible from the Owner against whom such action was taken andhaL1 pe a lien against such Owner's Parcel in favor of theAnOCiatiCIl,

ion 1315 pctipn_withou,Kflinc. Any action required to botaken hereunder by vote or assent of the Menbers holdin9 a certainpercentage of votes may be taken in the absence o a meeting byobtaining the written approval of the requisite percentage of allof the votes of the ASSOCLatiOn. Any action so approved shall havethe same effect as though taken at a meeting of the Members, aridsuch approva]. shall be duly flied in the minute book of thehssociation,

etIQ_iLJi L_tQ_zn. This Declaration shall be construedin accordance with the laws of Urn State of Florida, bothsubstantive and remedial.

IN WITNESS WHEREOF, this Declaration has been executed as ofthe day and year first above written.

witnesses: SNDESTIN RESOJP INC.

ame ______ PrintIts President

Print bane _fg,ro< �• (Corporate Seal)

FL 446310 8 847 P 154

CO:WALrON ST:!L

t

Walton County, Florida in favor of the Association or MasterAssociation, as appropriate, for the benefit of all. Ownets.

(C) Foreclosure of Lien. The Association or NastetAssociation nay bring an action at law against the Owner orOwners personally obligated to pay such assessments or foreclosethe lien against the Parcel for the Asessnienb Charge in themanner provided below. The Association and Master Asgociation,acting on behalf of the owners, shall have the power to bid foran interest in any Parcel foreclosed at such foreclosure sale andto acquire and hold, lease, mortgage and convey the same.

(d) Owner's_Acceptance. The Assessment Charge shall alsohe the personal obligation of the person or entity which was theOwner of such Parcel at the time when the assessment was levied.Each Owner of a Parcel, by acceptance of a deed or other transferdocument therefor, whether or not it shall be so expressed insuch deed or transfer docuxent, is deemed to covenant arid agreeto pay the Association and Master Association as applicable theassessments established or described in this Article. EachOwner, by his acceptance of title to a Parcel, hereby expresslyvests in the Association and Master Association the right andpower to bring all actions against such Owner personally for thecollection of such Assessment Charge as a debt and to enforce theaforesaid by all ntethods available for the enfctcewent of suchliens, including foreclosures by an action brought in the name ofthe Association or Master Association in a ltke manner as amortgage lien on real property, and such Owner is deemed to havegranted to the Association and Master Association a power of salein connection with such lien. No owner may waive or otherwiseescape liability for the Assessment Charge by abandonment of hisParCel.

(e) Subordination of the Lien to Mortcaes. The lien ofthe Assessment Charge shall be inferior and subordinate to thelien of any bank, savings and loan association or otherrecognized institutional lender holding a Mortgage now orhereafter placed upon the Parcel, but only to the extent of theMortgage balance outstanding as of the date the notice of lienwas first recorded against the Parcel, plus interest andreasonable costs of collection accruing thereafter. Sale ortransfer of any Parcel shall not affect the assessment lien;however, the sale or transfer of any Parcel pursuant toforeclosure of such a Mortgage may extinguish the lien of anAssessment Charge as to payments which became due prior to suchsale or transfer pursuant to foreclosure of the Mortgage. Nosale or transfer shall relieve the transferor of such Parcel fromliability fox; any assessments theretofore becoming due or fromthe lien thereof.

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(f) Qhr_Remedies. The Board of Di i:ectors by majorityvote shall have the right to assess reasonable fines arid tosuspend the voting rights and the right to the use of the CommonPropetty by an Owner for any period during which any assessmentagainst his Parcel that is more than thirty (30) days past dueremains unpaid, and for a period riot to exceed sixty (60) daysfor any material infraction of the other provisions of itspublished Book of Resolutions or of this Declaration.

Section 7.7 Certificate of PaILuent. The rreasurer of theAssociation, upon demand of any Owner liable for an assessment,shall furnish to such Owner a certificate in writing settingforth whether such assessment has been paid. Such certificate,when co—signed by the Secretary ci the I\ssociation, shall beconclusive evidence of payment o.f any assessment therein statedto have been paid.

section 7.8 udget.(a) alYear. The fiscal year of the Association shi1

consist of the twelve month period commencing on January 1 ofeach year.

(b) Initial_Budget. The Declarant shah, establish thebudget for the fiscal year in which a Parcel is first conveyed hoan Owner other than Declarant.

(c) CommencingDecember 1 of the year in which a Parcel is first conveyed to anOwner who is not the Declarant, and on or before Decenibar 1 ofeach year thereafter, the Board o Directors shall adopt a budgetfor the coming year containing an estjmate of the total amountwhich it considers necessary to pay the cost of all expenses tobe incurred by the Association to carry out time responsibilitiesand obligations of the Association, including without limitation,the cost of wages, materials, insutance predums, services,supplies and other expenses for the rendering to the owners ofall services required hereunder. Such budget shall also includesuch reasonable amounts as the Board of Directors considersnecessary to provide working capital for the Association and toprovide for a general operating reserve and reserves forcontingencies and replacements. The Board of Directors shallsend to each Owner a copy of the budget, in a reasonably itemizedform which sets forth the amount of the assessments payable byeach owner, on or before December 15 preceding the fiscal year towhich the budget applies. Such budget shall constitute the basisfor detetmining eadi Owners General T'ssessmermt as providedabove.

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(d) Reserves. The Association may in its dtscretion

maintain reserves for (1) working cap! tal, (ii) contingencies,(iii) replacements, and (iv) the per.forniaiiCe of such othercoordinating or discretionary functions not contrary to the, termsof this Declaration which the Board of Directors may from time totime approve, which shall be collected as part of the annualGeneral Assessment as provided above. Extraordinary expendituresnot originally included in the annual budget which may becomenecessary during the year shall be charged first: against suchreserves. Except in the event of an emergency, resetvesaccumulated for one purpose may not be expended for 1ly otherpurpose unless approved by a majority vote of the Members of theAssociation. If the reserves are inadequate for any reSofl,including nonpayment of any Owner s assessrnen t, the Board ofDirectors may at any time levy an emergency assessment inaccordance with the provisions of this Article 7, which may bepayable in a lump sum or in installments as the Board ofDirectors may determine. tn the event there is a balance ofreserves at the end of any fiscal year and the Board of Directorsso determines, any excess reserves may he taken into account inestablishing the next years budget: and may be applied to defraygeneral expenses incurred thereunder.

(ej Effect of Failure to Prepare or M0QL lad . Thefailure or delay of the Board of Directors to prepare or adopt anannual budget or adjusted budget for any fiscal year shall noLconstitute a waiver or release in riy mariner of an Owner'sobligation to pay his assessment as herein provided whenever thesame shall be determined. In the absence of any annualAssociation budget or adjusted budget, each Owner shall continueto pay the assessment at the then 'cxi sting rate estahi i.slied forthe previous fiscal period in the manlier such payment waspreviously due until notified otherwise.

(f) Accounts. Except as otherwise provided herein, allsums collected by the Board of Directors with respect toassessments against the Owners may be commingled in a singlefund.

Section 7.9 gt Pro erty. The following propertiessubject to this Declaration shall be exempted from theassessments, charges and liens created herein: (a) All propertiesdedicated to and accepted by a governmental body, agency orauthority; (b) All Common Property; and (c) i]l parcels owned byDeclarant which have not been occupied.

Section_7.10 Peal EstateTaxes. In the event the CommonProperty is taxed separately from the Parcels deeded to Owners,the Association shall include such taxes as part of the General

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Asse ssment. In the event -the Common Property i_s [axed as acompenent a-f the value of the Parcel owned by each Owner, itshall be the obligation of each Owner to proriipt]y pay such taxesprior to their becoming a lien cu the Property.

ARTICLE B

1\RCHITECTURAL CONTROL

Section 8.1 ConstructionsukjecttoArohiteQturalControl - No construction, modification, alteration Orimprovement of any nature whatsoever, except for interioralterations siot affecting the external structure or appearance ofany House, shall be undertaken or' any Parcel unless and until aplan of such construction or alteration shalL have been approvedin writing by the ARB. Modifications subject to 7\RB approvalspecifically include, but are not limited to, painting or otheralteration of the exterior appearance of a house (includingdoors, windows and roof), installation of antennas, satellitedishes or receivers, solar panels or other devices, constructionof docks, fountains, swimming pools, whirlpools, or other pools,construction of privacy walls or other fences, addition ofawnings, gates, flower boxes, shelves, statues, or other outdoorornamentation, patterned or brightly colored window coverings,any material alteration of the landscaping or topography of theProperty, inc1tding without limitation any cuttiny or removal oftrees, planting or removal of plants and creation or alterationof lakes cc similar features of the Property and all othermodifications, alterations or improvements visible from theCommon Roads or other Parcels.

Section 8.2 Procedures.

(a) Apication. The items Lo he submitted to the 1\RB forapproval shall include (i) the construction planS and specifica—tions, if any, including all proposed landscaping, (ii) anelevation or rendering of all proposed improvements, if any, and(iii) such other items as the ARE may deem appropriate. Noconstruction on any Parcel or the Property shall be commenced andno Parcel shall be modified except in accordance wiLh such planor modification thereof that has also been approved by separateapplication.

(b) Basis for Decision. I\pproval shall he granted ordenied by the ARB based upon compliance with the provisions ofthis Declaration, the quality of workmanship and materials, theharmony of external design with its surrounds and other standardsor guidelines promulgated from time to time, the effect of theconstruction on the appearance from surrounding Parcels, and all

19

other factors, includiTg purely aesthetic considerations, whichin the sole opinion of Lhe ARB will af Eect the desirability orsuitability of the oonstrtction.

(o) Uniform Proce44. The RPB nay establish uniformprocedures for the review of applica Lions, including theassessment of review costs and fees, if any, to be paid by teapplicant, and the requirement of a security deposit orcompliance bond to ensuxe the fuji and timely compLiance by theapplicant with the conditions imposed by the RRB.

(d) Notification. Ppproval or disapproval of applicationsto the ABS shall be given t0 the app]:icarit in writing withinsixty (GUI days of receipt thereof by the rp in accordance withthe procedures adopted by the AliB. In the event approval ordisapproval is not fortliconing within sixty çGO) days, unless anextension is agreed to by the applicant, the application shall bedeemed approved and the construction of the improvements appliedfor may be commenced provided that all such construction is inaccordance with the submitted plans and provided -further thatsuch plans conform in all respect to the other terms andprovisions of this Declaration.

Section_8.3 Liabijb. r'pproval by the /\RB of allapplication by an Owner shall not constitute a basis for anyliability of the members of the ?\RB, the Master flssociation, theAssociation or Declarant for aliy reason including, withoutliniitation, (1) failure of the plans to conform to any applicableb'ailding codes, or (ii.) inadequacy or deficiency in the plansresulting in defects in the improvements.

Section 8.4 Limitations. Uothing shall be erected,constructed, planted, or otherwise placed in such a position(subsequent to the initial construction of improvements on theProperty by Declaant} so s to create a hazard or block thevisron of motorists upon any of the Common Roads, which ate partof, adjacent to or near the Property. No modification,alteration or improvement shall interfere with those easements orother rights set forth in this Declaration or the Sandes tinDeclaration. Without limiting the generality of the foregoing,no fence, wall or other improvement may be constructed adjacentto any golf course which would obstruct play or the retrieval ofballs.

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ARTICLE 9

USE OF PROPERTY

Section 9.1 Protective Covenants, in order to keep the

Property a fableIto five for all Owners, the followingprotective covenants are made a part of thin J)eciara Lion:

(a) Parcel DescriQions. No parcel slia].]. be further sub-divided or separated into smaller parcels by any Owner.Declarant shall have the right to modify suhdvis1ofl plate o theProperty if all Owners to whom parcels on the modified plat havebeen conveyed consent to such modification, which consent shallnot be unreasonably withheld or delayed.

(b) Residential Use. Each Parcel shall be used, improvedand devoted exclusively to single family residential use, and forno commercial purpose. No time—share ownetsh.p of Parcels ispermitted without Declarants approval. Nothing herein shall bedeemed to prevent the Owner from leasing a House, suh]ect to allof the provisions of the Declaration, Articles, Bylaws and flookof Besolutjons.

(c) Qppnçy of Units. No House may he occupied at anytime by a number of persons, including adults and minors, iraexcess of three (3) persons per bedroom.

(d) Nuisanqj_QtherImroperUse. No nuisance shall bepermitted to exist on any Parcel ci: Common Property so as to bedetrimental to any other Parcel in the vicinity thereof or to itsoccupatte; or to the Common Propeity. No immoral, otfeneive, orunlawful use shall be made of the Property or any part thereof.All laws, zoning ordinances, orders, rules, regulations, orrequirements of any governmental agency having jurisdictionthe,-eof, relating to any portion of- •te Property, shall becomplied with, by and at the sole expense of the Owner,Association or Master Association, whichever shall have theobligation to maintain or repair such portion of the Property.No waste will be committed upon the Common Property.

(c) Insurance. nothing shall be done or kept in any }3ouse,Yard or in the Common Property which will increase the rate ofinsurance for the Property or any other Parcel, or the contentsthereof, without the prior written consent of the Association.No Owner shall permit anything to be done or kept iii his House,?ard or in the Common Property which will result jn thecancellation of insurance on the Property or any other Parcel, orthe contents thereof, or which would be in violation of ally law.

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(f) Access. Upon notice reasonable under thecircumstances, Owners shall a1 30w the noard cC Ditectors or theagents and evployees of the rssoci.ati.on or Master Association to

enter any Parcel for the purpose of maintenance, inspection,repair, replacement of the improvements w:LLLin the Yards, or incase of emergency, for any lawful purpose, or to determinecompliance with this Declaration.

(g) Pets may be kept by an Owner on his Parcel hutonly if such pets do not constitute a nuisance on the Property.All pets must be held or kept leashed or otherwise appropriatelyrestrained at all times that they are in the Common Property orYards and all owners of pets shall be held strictly responsibleto immediately collect and properly dispose of the wastes andlitter of their pets. The Association reserves the right todesignate specific areas within the Coirnupu Property where petsmay be walked on leashes by their owners. The Associationfurther reserves the right to dema rid that an owner permanentlyremove from the Properties any and all pets which createdisturbances or annoyances that constitute nuisances.

(h) jgp. No sj.n, advertisement or notice of any type ornature whatsoever shall he erected or displayed upon any Parcel,House, Common Property or Yard or from any window, unless expressprior written approval of the size, shape, content, appearanceand location has been obtained from the Board arid the Mm, whicirapproval may be arbitrarily withheld. Notwithstanding theforegoing, Deciarant shall be permitted to post nd displayadvertising signs on the Property for the marketing, sale orrental of Parcels in conformity w.i th rules established by the1ssocia€icn.

(i) £Kn. The parking of any automobile or golf cartupon any portion of the Property is prohibited except in areas ofthe Parcels expressly provided for same or as may be approved inwrLting by the Board of Directors. In addition, automobileparking on any Parcel shall he limited to the reasonable numberof automobiles appropriate to the residential use of that Parcel.No boats or recreational vehicles may be stored or parked withinthe Property. Only automobiles bearing current license andregistration tags, as required pursuant to state law, shall bepermitted to be parked on any of the Property. All parkingwithin the Property shall be in accordance with rules aridregulations adopted by the Association and all parking within theother portions of Sandestin shell be in accordance with rules andreyulations adopted by the Declarant, Master l\sscciation or othergoverning association. Golf carts within the Property shall besubject €o Master Association rules as to design, maintenance anduse.

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(j) UQQicclQtc. No motorcycles, inopeds or go—cartseheLil be m3jowed on the Common Roads or el sevthere vjiLhin theProperty.

(k) No obstruction tovisibility at street intersections slia1 he permitted. The ARBshall have the right to adopt additional, restrictions concerningthe height and type of trees arid shrubs within any of theParcels.

(1) Clotheslines. No clothesline or other clothes—dryingfacility shall be permitted in any of the Yards or other portionsof the Property where it would be visible from any Common Road orany other Parcel.

m) 4kse and Trash Containers. JUl garbage and trashcontainers must be placed and ma intained in accordance with rulesand regulations adopted by the Board of Directors. No garbage ortrash shall be placed elsewhere and no portion of the Propertyshall be used for dumping refuse.

(n) Mtnn4nd Other Devices. Unless prior writtenapproval has been obtained front the Board of Directors and the/\RB, no exterior radio or television antenna, satellite dish orother receiving or transmitting device, antenna or aerial, solarpanel or other solar collector, windmill or any similar exteriors€ructure or apparatus may be erected or maintained anywherewithin the Property.

(o) Window Air Conditioners. lb window air conditioningunit shall be insta]:led in any of the flouses without the priorapproval of the ARD.

(N IQnPrary Structures. No structure of a temporarycharacter, including without limitation any trailer, tent, shack,barn, shed, or other outbuilding, shall be permitted on anyParcel at any time, except temporary structures maintained forthe purpose of construction and marketing of the House, whichshall not exceed nine (9) months.

(q) Oil and Mining Opions. No oil drilling, oildevelopment operations, oil refining, quarrying or miningoperations of any kind shall be permitted upon or in any Parcel,nor shall oil wells, tanks, tunnels, mineral excavations orshafts be permitted upon or in any Parcel. No derrick or otherstructure designed for use in boring tot oil or nathral gas shallbe erected, maintained or permitted upon any Parcel or on theProperty -

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{r) rSu1yndSewee. Except as provided iiiSection 6.e(b), no individual well or septrc tatik will bepermitted on any Parcel without Deciarant S prrOt writtenconsent. No Owner shall obstruct or make any modification oralteration of the master irrigation water supply system, if any,without the prior approval of the I\ssociaL.ion.

(s) Fuel StoraganIcs. No fuel or gas storage tanks shallhe permitted on any Parcel, except that an owner may maintain asmall gas bottle or tank for gas barbecues and fireplaces in anarea on his Parcel specifically approved by the MID.

(t) Garage doors shall he kept closed except: whenautomobiles are entering or leaving the garage.

(u) giIcitin2. No soliciting will be allowed at any timewithtn the Property.

(v) Mj_ntenance. The portions of [he House visible fromother Parcels or portions of the troperLy, and all Yards andentrance9 must be kept in an orderly condition so as not todetract from the neat appearance of the Property. The l\ssocia—tion, in its sole discretion, may determine whether or not thevisible portions of the Houses and Yards satisfy this require—ment After ten (10) days written notice, the Association mayhave any objectionable ihenis corrected or removed from the flouseor Yard so as to restore its orderly appearance, without liahi—lity therefor, and charge the Owner for any costs incurred in theprocess, all as more particularly set forth in Article 6 herein.

(w) Trees. No trees shall be cut or removed Erorn theProperty without approval of the ARB, which may be conditionedupon such facitors as the Owner's mitiqation and overall landscapeplans for the Parcel.

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(x) flJmflHouse_Area. Each House cor)sLructecl upon theProperty must contain at least two thousand (2,000) square feetof heated and air—conditioned floor area.

(y) 2flQs etc. The use of fences, walls and other formsof visual screens throughout the Property shall be subject toprior ARB approval, and shall be limited to those portions of theParcels closely surrounding the Houses, so as not tourmecessarily or unduly restrict: the view of others.

(z) uild±ngtriction Lines. On any Parcel which abutsChoctawhatchee flay, no House or other structure shall he builtwithin fifty (50) feet of the rear boundary of the Parcel or thebulkhead or retaining wall at the rear of the Parcel, where

24

applicable, measured from the nearest vertical plane or exteriorwall of the House or any attachment more than tour (4) feet abovethe natural grade of the Parcel. side—yard setbacks oil anyparcel shall be 7.5 feet on each side; the front—yard seLback onany parcel shall be 25 feet. The 2\RB may, wit!, Declarantconsent, vary the foregoing and any platted restriction lines,and may establish such further restriction li;rns for constructionwithin the Property or any Additional Property.

(aa) nci11ary Structures. I\ny ancillary structures such asdetached garages or guest quarters to be erected upon the Parcelshall be constructed of the same materials and in the same arcili—tectural style as the House, and shall be subject to the samesetbacks, approval of the ARB and other restrictions applicableto the House itself.

Section 9.2 Amendments_and Modifications. The Board ofDirectors and the ARB may from time to time adopt and amend rulesand regulations governing the details of the operation, use,maintenance and control of the Houses, Parcels, Yards, CommonProperty and any facilities or services made available to theOwners. A copy of the rules arid regulations adopted from time totime as herein provided shall be furnished to each owner.

Section_9.3 Compliance.

(a) Owner's Respgpjbilit. It shall he the responsibilityof all Owners, family members of Owners, and their authorizedguests and tenants to conform with and abide by the rules andregulations in regard to the use of the Houses, Parcels, CommonProperty and Yards which may be adopted in writing from time totime by the floard of Directors ot•the AE, and to see that allpersons using the Owners' Parcels with their consent do likewise.

(b? Violation. Upon violation of any of the rules orregulations• adopted as herein provided, or upon violations of anyof the provisions of this Declaration by an Owner, or his familytenants, or guests, the flssociation may levy non—discriminatoryfines as determined by the Board of Directors. To enforce therules, and regulations and the provisions of this Declaration, theAssociation or any Owner may bring an action for specificperformance, declaratory decree or injunction, and the successfulprevailing party may recover its costs and attorneys' fees insuch suit.

Section 9.4 rsonal Servi . Employees of theAssociation and of the Master Association shall not be requiredto attend to any personal matters or business of Owners, norshall they be permitted to leave the Property on any privatebusiness of Owners. The uses and functions of such employeesshall be governed by the Board of Directors of the Association

25

and by the Naster Association. In the event personal servicesare provided to Owners by any of the enipi oyees of the 1\ssocta tionor Master Association, neither the issociatioii nor HastetAssociation will assume any responsibility or he liabl.e for, xnany nianner, the quality of such services or work provided; nor dothey warrant such services or work. Iii addition, neither theAssociation nor the Master Association shall be liable for anyinjury to persons or damage to pi-operty resulting from any act oromission by those performing such personal work or services forOwners.

ARTICLE 10

INSURANCE

Section io.1 TofCovere.(a) InuranceofCommonPrpgties. The Board of Directors

may obtain and, if additional Common Properties with significantinsurable improvements are added to the Property, shall berequired to obtain and maintain, the following insurance asappropriate:

(1) Fire insurance on the Common Property and anyimprovements constructed thereon, hut only iftheir aggregate replacement cost exceeds the sumof $30,000, with extended coverage, vandalism,malicious mischief and wit-jdsborrn endorsements inan amount not less than that necessary to compJywith the coinsurance percentage stipulated in thepolicy, and in anyevent not less than 80% of theinsurable value çbased upon replacement cost) ofthe improvements constructed on the CommonProperty; and

(ii) Public liability insurance in such limits as theBoard of Directors may from time to timedetermine, insuring against any liability arisingout of, or incident to, the ownership and use ofthe Common Property or adjoining the Property.Such insurance shall be issued on a comprehensiveliability basis and shall contain a 'severabilityof interest endorsement which shall preclude theinsurer from denying the claim of al-i Owner becauseof negligent acts of the ssociaLion, the Board ofDirectors ox- other Owners. The Board of Directorsshall review such lindts once each Year. Uinsurance is required to be obtained, in no eventshall insurance be less than $500,000 with respect

26

to any one person, $1,000,000 with respect to anyone accident or occurrence and $100,000 withrespect to any claim for property damage.

(b) Insurance of the Parcels. It shall be theresponsibility of each Owner to obtain, at has ow" expense,liability insurance with respect to the ownership and use of hisParcel, including his house and Yard, and the Association shallnot be responsible for obtaining such insurance or have anyliability whatsoever in connection therewith. Each Owner• shallalso obtain and maintain fire insurance and insurance against theperils customarily covered by an extended coverage endorsement anan amount equal to not less than the full replacement cost of theHouse and, upon request therefor, shall submit evidence of suchinsurance coverage together with evidence of payment of the mostrecent premium therefor to the Association.

(0) Director_and_Officer Liability_Insurance. The Board ofDirectors may obtain as a matter of common expense, payable fromthe General Assessments, liability insurance against personalloss for actions taken by members of the Board arid officers ofthe Association in the performance of their duties. Suchinsurance shall be of the type end amount determined by the Boardof Directors in its discretion.

(d) Other Coverage. The Board of Directors shall obtainand marntain workers compensation insurance if and to the extentnecessary to meet the requirements of law, and such otherinsurance as the Board of Directors may determine or as may berequested from time to time by a majority of the Owners.

Section 10.2 Repair and Reconstruction After Fire or Otheralt.(a) Common Property. In the event of damage to or

destruction of all or any of the improvements on the CommonProperty as a result of fire or other casualty, the Board ofDirectors shall arrange for and supervise the prompt repair andrestoration of such improvements substantially in accordance withthe ?lans and specifications under which the improvements wereoriginally constructed, or any modification thereof approved bythe Board. The Board of Directors shall proceed towardsreconstruction of such improvements as quickly as practicableunder the circums tances and shall obtain funds for suchreconstruction from the insurance proceeds and any specialassessments that may be necessary after exhaustion of reservesfor the repair and replacement of such improvements.

27

(bi Houses. Any owner whose House is destroyed or damagedby fize or other casualty shall immediately proceed to rebui]dand restore his House to the condition existing immediately prtorto such damage or destruction, unless other plans ate pproved inaccordance with the provisions of Artic].e B herein.

(c) Termination. flnything herein to the contrarynotwithstanding, in the event (1) more than two—thirds (2/3) ofthe Houses on the Property, in value, are destroyed by fire orother casualty, and (ii) eighty percent (00%) of the Owners(either by vote at a regular or special meeting or by executing awritten document, within 90 days after the date of such damage ordestruction) and the mortgagees holding MorI;gagen on seventy—fivepercent (75%) of the Parcels encumbered by Mortgages agree towaive and terminate the provisions hereof, then neither theHouses nor the Common Property need be rebuilt.

ARTICLE 11

GENERAL PROVISIONS

Section . Piaat.io.ll. This Declaration, as amended fromtime to time, shall run with and bind the Property arid shallinure to the benefit of and be enforceable by Declararit, thel\ssociation, the Master Association, the Owners, and Uhe ownersof property within Sandestin their respective I tgairepresentatives, heirs, successors or assiqnr, for a term oftwenty (20) years from the date this Dectaratiorl is recorded inthe public Records of Walton County, tiorida, after which timeall of said provisions shall be e:cded automatically forsuccessive periods of ten (10' yea. each unless an instrument orinstruments signed by the Lheti Owners holding seventy—fivepercent (75%) of the total votes in the Association shall havebeen redorded, agreeing €o tetmxflate all of said provisions as ofa specified date. Unless this Declaration is terminated asprovided above, the Association shall rerecord this Declarationor other notice of its terms at intervals necessary under Floridalaw to preserve its effect.

Section_11.2 Condemnation. In the event all or part ofthe Comuon Property owned by the Association sha1 be taken orcondemned by any authority having the power of eminent domain,all compensation and öamages shall he paid to the Association.The Board of Directors shalt have the right to act on behalf ofthe Association with respect to the negotiation and litigation ofthe taking or condemnation affecting such Property. The Ownersmay, by a vote of eighty percent (80%) of the total voting powerhereunder, agree to distribute the proceeds of any condemnation

28

or taking by eminent: domain, and if the Owners shall riot; so agreesuch proceeds shall, be added to the fniide of the 1SSOc].atiOfl.

ctio_l1.3• Proceeds_from_Sale ot iL1. In theevent the Deciarant sells and conveys any or nil of the utilityeasements or utility sys Lems, all compensation and other proceedsfrom such sale and conveyance, if any, shall accrue to Declarant.

Section_11.4 Notices. Any notice required to be sent tothe Owner of any Parcel under the provisions of this Declarationshall be deemed to have been properly sent, when mai1.ed, postageprepaid, or hand delivered to the Parcel and to the last knownaddress of the person who appeats as Owner of such Parcel on therecords of the Association at the time of such mailing, ifdifferent.

Section_11.5 Enforcement. In addition to the enforcementprovisions previously set forth in this Declaration, theprovisions of this Declaration may he enforced by any owner, theAssociation, Declarant (as long as it holds any interest in theProperty or Sandestin) or, insofar as such violation affectsother portions of Sandestin, by any owner of any interest inSandestin, including the Master Association on behalf of suchowners, by a proceeding at Law or in equity against any person orentity violating or attempting to violate same, either torestrain violation or to recover damages, and against his or itsParcel to enforce any Lien created by this Declaration. Failureto so enforce any of these protective covenants and restrictionsshall in no even€ be deemBd a waiver of the right to do so at artytime thereafter.

Section_11.6 Interpretation. The provisions of thisDeclarahion shall be liberally construed to effectuate theirputpose of creating a uniform and consistent plan for thedevelopment and operation of the Property as an integral part ofSandestin.

Section 11.7 jyidit. The invalidity of any part ofthis Declaration shall not impai.r or affect in any manner thevalidity, enforceability or effectof the balance of theDeclaration which shall remain in full force end effect.

Section 11.8 Gender and Number. The use of the masculinegender herein shall be deemed to include the feminine or neutergender and the use of the singular shall be deemed to include theplural, whenever the context so requires.

section 11.9 Rules and gulations. All Owners shallcomply with the rules and regulations adopted and amended from

29

time to time by the Board of Directors, the 1\RB and thisDeclaration. Such rules and regulations shall be for the purposeof elaboration and administration of the provinons of thisDeclaration and shall relate La the overall development of theProperty, and shall not in any way diminish the powers of self—

government of the Association.

Sectioi 11.10 I\mendment. 'ibis Declaration may be amendedat any time by an instrument signed by the President or Vicepresident and Secretary or Assistant Secretary of theAssociation, certifying that such amendment has been adopted byOwners holding seventy—five percent (75%) of the total votingpower in the Association, either in person or by proxy at a dulycalled meeting, or by written consent without meeting in a mannerpermitted by law, which amendment shall become effective upon itsfiling in the public records of Walton County, Florida; provided,however, that:

(a) As long as Declarant is arm Owner of any unsold Parcel,no amendment shall become effective without the written consentof Declarant.

(ID) Declarant specifically reserves the absolute andunconditional right so long as it owl's any of the Property toamend this Declaration without the consent or joinder of anyparty (1) to cor]forln to the requirements of the Federal flonie LoanMortgage Corporation, Veterans Adm.i.nistratlofl, Federal Natio,alMortgage Association or any other generally recognizedinstitution involved in the guaranty, insurance, endorsement orpurchase and sale of home loan mortgages or (ii) to conform tothe requirements of insbitutional mortgage lenders or titleinsurance companies or (iii) to clarity tile provisions hereof.

(a) The proposed merger or consolidation of the Associationwith another association in the manner described in Section 3.3heren shall require the approval of two—thirds (2/3) of thetotal voting power of the Association.

Section 11.11 Consent of Mcrsgs. This Declarationcontains provisions concerning various rights, priorities,remedjes and interests of the holders of Mortgages. Suchprovisions are to be construed as covenants for the protection ofthose mortgagees on which they may rely in making loans securedby Mortgages on the Parcels. \ccordingly, no amendment ormodification of this Declaration impairing such rights,priorities, remedies or interests of a mortgagee shall be adoptedwithout the prior written consent o such Mortgagee. If there ismore than one mortgagee holding a Mortgage on the Parcels, itshall be sufficient to obtain the written consent of all

30

mortgagees holding a lien on eighty percent (80%) or more of• theParcels; provided, however, that in the event one mortgagee isholding a lien on seventy percent (70%) or more of the Parcelsencumbered by the mortgagees, the written consent of suchMortgagee alone shall be sufficient. hiiy such required consentshall be given promptly and shall, not be unreasonably withheldand any consent not given or denied within thirty (30) calendardays of receipt thereof shall be deemed given for purposeshereof. This Section shall not apply or be construed as alimitation upon those rights of the Declarant, the Association orthe Owners under this Declaration to make amendments which do notadversely affect the mortgagees.

Section 11.12 Legal Fees. All attorneys fees and courtcosts which may be incurred by the Association in the enforcementof any of the provisions of this Declaration, regardless otwhether such enforcement requires judicial action, shall beassessed against and collectible from the Owner against whom suchaction was taken and shall be a lien against such Owner's Parcelin favor of the Association.

Section 11.13 Action Without Meeting. Any action requiredto be taken hereunder by vote or assent of the Members may betaken in the absence of a meeting by obtaining the writtenapproval of the requisite number of Members. Any action SOapproved shall have the same effect as though taken at a meetingof the Members, and such approval shall he duly filed in theminute bock of the Association.

Section_11.14 Law_to Govern. This Declara Lion shall beconstrued in accordance with the laws of the State of Florida,both substantive and remedial.

IN WITNESS WHEREOF, this Declaration has been executed as ofthe day and year first above written.

Z

31

PETER II. BOSaHE EN CALDnELL

ChARLES S. CM4DWELL

OFFICIAL SEAL"Gail Mccollough HerringMy Conimssion Expires 19/96

Com,russion CC 202557

STATE OF FLORIDACOUNTY OF OKALOOSI\

• __The foregoing instrumenL was acknowledged before me thisday of ]f.i.3jtj.i 1995, by HELEN eALDWELL. St.ich person did nottake an oath and:( fliotary must check applicable box)

is/are personally known to me.produced a current Florida driver's license as identification.produced _________ as identification.

Notary Seal muffixed} QcQQ Ai6\IL 1\\CLbtL\ H flName of Notary (Typed, Printed orStampedCommission Number (if not legible onseal)My Commission Expires (if notlegible on seal):

STATE OF FLORIDACOUNTY OF OKALOOSA

The fore oinq instrument was acknowledged before me this ____day of vt 1995, by PETER H. DOS. Such person didnot take an oath and, (notary must check applicable box)

is/are personally known to me.produced a current Florida driver • s license as identi.fi cation.produced -___________ ______ as identification.

{Notary Seal must he affixejy'IlL t

Signature o - Notary jName of Notary (Type Piiinted orStamped)Commission Number (If not leqthle onseal.)

My Commission Expires (if notlegi ble on seal)

OFFICAL SEALGaU McCotIOUgll HerringMy Comrnissofl Expires l9f6

Commission CC 202557

32

STATE OF ________ ____COUNTY OP _____

Thf%regoing instrument wee acknowledged before tue thisday of 1995, by CHARLZS S. CALPWLL. Such person citdnot take an oathfanth jflQtay inuscka1icah1pgçJ

is/are personally known to me.produced a curtent Florida drivers license as identification.produced as identification.

{Notary Seal

iwiature of Notary

OFFICIAL SEAL"Gail MccoUouqh Herring Name of Notary (Typed, Pr nte or )My Comrnssbn Epires 5j19/26 Stamped)

Ccmm{sicncc2o255y Conmiisjon Number (if not legible onseal):

xly Commission Eires (If notlegible on seal):

/33

CONSENT OF MORTGAGEE

The undersigned is the holder of that certain mortgage more filly described in Official RecordsBook 968, page 258 of the public records of Walton County, Florida and hereby joins in and consentsto the recording of the Amendment and Supplemental Declaration of Easements, Coveuants andRestrictions for Club Drive Phase II and Burnt Pine Cove, dated March 3rd 1994 , andsubordinates the lien of its Mortgage to the terms and conditions thereof.

t994.IN WITNESS WHEREOF, the undersigned sets its hand and seal on this day of March

STATE OF FLORIDACOUNTY OF WALTON

JAX-86274. 1

Print NameNotary Public State of FbiMy commission expires: !:.2.Corn NOT'QV P1 RI IC 2

7 --My çmwissiOfl Expires Aprtl 6. 199o ..,. -

Commission No. 191240 -

FL 479619 3 1C95 P 30CO:WALTON ST:FL

Name Thomas S. Patton

HELIPOL TRADING & FIN4NCE, WV.

By: __Lr.-c1.4Cz9________________________ Print Name Tuu Putra Ba11sMkC":. . -

Its Power of Attorney(io44nut4 . 41uI41½tL (CORPORTESEAI2iLth

Print Name Connie IL Wjnne

Hill''"

The foregoing instrument was acknowledged before me this 3rdday of March 1994, by -Tunku Putra Badlishah the —— President of Helipol Trading & Finance, By., - a

Netherlands corporation, on behalf of the corporation, who's known to me and who did not take an oath.

CERTIFICATE OF AMENIMENT TO ARTICLE IX, SECTION 9.1 (b)OF THE DECLARATION OF EASEMENTS, COVENANTS, CONDITIONS AM)

RESTRICTIONS FOR PHASE ONE OF CLUB DRIVE AS IT PERTAINS TOPHASE ONE OF CLUB DRIVE - BURNT PJM LANE

Article TX, Section 9.1(b) of the Declaration Of Easements, Covenants, Conditions AndRestrictions For Phase One Of Club Drive, recorded at 0. R. Book 847, Page 122, of the officialpublic records of Walton County, Florida, as amended by the First Amendment To DeclarationOf Easements, Covenants And Resirictions For Phase One Of Club Drive, recorded at O.k. Book1006, Page 172, of the official public records of Walton County, Florida, and the SupplementalDeclaration Of Easements, Covenants And Restrictions For Phase One Of Club Drive (Burnt PineLane), recorded at OR. Book 1147, Page 168, of the official public records of Walton County,Florida, is amended to read as follows:

Article IX, Section 9.1(b) Residential Use. Each Parcel shall be used, improved anddevoted exclusively to single family residential use, and for no commercial purpose. No time-share ownership of Parcels is permitted without Declarant's approval. Nothing herein shall bedeemed to prevent the Owner from leasing a House, subject to all of the provisions of theDeclaration, Articles, Bylaws and Hook of Resolutions, provided however, no lease shall be fora term of less than one (1) month. Declarant shall be permitted to convert the use of a plattedParcel to be used as a road for ingress and egress from an adjacent parcel of land.

This certifies that this amendment was amended in accordance with the First Amendment ToDeclaration of Easements, Covenants And Restrictions For Phase One of Club Drive, recorded atO.R. Book 1006, Page 172, of the official public records of Walton County, Florida. We certi&that this amendment has been adopted by Owners owning seventy-five percent (75%) of the Parcelssubject to this Declaration by written consent without a meeting in a manner permitted by law.

DAN BOPIFORD CLERKCO:WALTON ST:FL

FL 611062 B 2043 Pco:WALTON ST:FL

FILED AND RECORDEDDATE 07/07/1999 TM 10:18

SANDESTIN CLUB DRIVE OWNERSASSOCIATIO?& INC.

By:

43 Its President

Its Secretary

/SANDESTIN EXEC OFFICE FAX NO, 190426781e7 P02

FL 486158 B 1147 P 1GR CAtHRIN KING CLERKCo tWALTON ST:FL CO:WALTOM

SUPPLEMENTAL DECLARATION OF EASEMENTS,COVENANTS AND RESTRICTIONSFOR PHASE ONE OF CLUB DRIVE

PILED ANT) RCODZD '52(Burnt Pine Lane) DATE 05/23194 TIMB 09,

THIS SUPPLEMENTAL DECLARATION is made this .2O day of Jtint , 1994,by SM4DESTP RESORTS, INC., a Florida corporation ("Declarant').

RECITALS

A. Declarant subjected certain thids owned by it to the Declaration of Easements,Covenants, Conditions and Restrictions for Phase One of Club Drive, which was recorded inOfficIal Records Book 847, page 122 of the public records of Walton County, florida, whichwas amended in that certain First Amendment to Declaration of Easements, Covenants,Conditions and Restrictions for Phase One of Club Drive, which was recorded in OfficialRecords Book 1006, page 172 of the public records of Walton County and was further amendedand supplemented in the Amended and Supplemental Declaration of Easements, Covenants andRestrictions for Phase One of Club Drive recorded in Official Records nook page ofthe public records of Walton County, florida (jointly referred to herein as 'Declaration').

B. Section 22(a) of the Declaration permits Declarant to subject additional land tothe Declaration by filing a Supplemental Declaration subjecting such land in the public recordsof Walton County, Florida. Further, Section 2.3 of the Declaration provides that a supplementaldcclaration may contain any additions to or modification of the provisiohs of the Declaration toreflect the different character of the Additional Property.

C. Declarant is the owner of the land more fully described as

All of the land described in BURNT PINE LANE, according toplat thereof recorded in Nat Book I , page I of the publicrecords of Walton County, Florida (Burnt Pine Lane Land°).

which Declarant desires to subject to the terms and conditions of the Declaration and further theDeclaxant desires to confirm that certain amendments of the Declaration apply to the Burnt PineLane Land.

I). Pursuant to the provisions olSection 13.12 of the Declaration, the Declarant hasthe right to amend the Declaration to clarify the provisions and the Declarantdesires to clarifycertain provisions of the Declaration.

NOW, THEREFORE, in consideration of the premises and other good and valuableconsideration, the Declarant hereby declares as follows:

L Additional Propej. The Eurnt Pine Lane Land constitute a part of theAddiuonai Property which shall be held, sold, and conveyed subject to all the easements,

AUG—22—94 NON 843 SANDESTIN EXEC OFFICE FX NO 18042673197 P03

restrictions, covenants and conditions contained in the Declaration, which are for the purposeof protecting the vake and desirability of and which shall run whit the title to the Burnt PineLane Land and be bindthg on all parties having any right, title, or intaest in the Burnt PmeLane Land or any part thereof, their heirs, successors and assigns and shall inure to the benefitof each owner thereof, Declaran t and the owners of the Burnt Pine Lane Land.

2. Burnt ?ine Lane Land, With respect to the Burnt Pine Lane Land, the followingadditional proviMons shall encumber the use, occupation, and transfer thereof:

a. Lot 3294. The Declarant hereby resenes for itself and the Associationa peipetua1 and non exclusive easement over, across and under Lot 3294 for the purposeof installation, maintenance and repair of any portion of the drainage easement whichmay encroach on the Parcel from time to time together with a non exclusive, perpetualeasement fox ingress and egress er and across such Parcel for access to any portion ofthe master drainage system

3. Amendment to Section 5.3. The provisions of Section 5.3(b) are hereby deletedwith respect to the Burnt Pine Lane Land.

4. Amendmentof Section 5.4. The following provisions are hereby added to SectionC 4!•7,.

The stormwater drainage from the Burnt Pine Lane Land is partially detained anddrained by a system of swales located along the front of each Parcel and adjacent to theCommon Roads. Each Owner shsll, subject to the approval of the ARB, provide for thedrainage of stormwarer from such Owner's Parcel. No Owner may cause the storrnwaterdrainage from such Owner's Parcel to drain over another Owner's Parcel, except incompliance with the drainage plai for the Parcels ajid when necessary, Owners arehereby granted the right to place underground pipes for drainage of the stormwater fromtheir Parcels to yard drainage inleth or drainage swaleg located on other Parcels, adjacentParcels or on the golf course property, as approved by the ARB and Declarant. Aportion of the Property is bounded by a lake which constitutes a part of the storm watermanagement system and each Parcel bounded by such lake is hereby subject to aneasement for the waters of such lake as they may rise arid fall.'

5. Amendment to Section57. The following provisions are hereby added to Section5.7:

"The Common Road located within the Burnt Pine Lane Land, "Burnt PineLane", provides access to and from the Burnt Fine Golf Club, Accordingly, theAssociation shall maintain the andscping and improvements contained within Burnt PineLane, includthg without limitation, the entrance areas, common areas and rights of wayassociated with Eurnt Pine Lane, in substantially the same condition as originallyinstalled by Declarant. In the event that the Association fails to maintain Burnt PineLane in such condition and repair, incluthng tll )andscaping, irrigation, and hardscapingfeatures as initially installed, the owner of the Burnt Pine Golf Club shall have the right,

Pt 46158 B P t69

AuG22-94 NON 9:44 SaNDESTIM EXEC OFFICEP.04

but not the obligation, upon giving the Association written notice of its intent to do so,to enter upon the Burnt Pine Land arid perform such maintenance and the cost thereof

shall be a charge and lien against the Parcels within the Burnt Pine Lane Land and shallbe enforced in the same manner as a Parcel Assessment under the Declaration.

Provided however, in consideration of the rights granted herein for the benefit ofthe Club Owner, the Club Owner shall pay a pro rata share of the cost of the budget lineitem allocated to landscaping of rights of way and entrances as established by theAssociation. The pro rata share to be paid by the Cub Owner shall be Sculated to beeqtnd to the amountpaid y per Parcel charge of such landscaping line item times fifteen(15). The Club Owner shall not be subject to the Declaration nor obligated to pay anyother assesrntts or charges.'

6. Amendment to Section 6, With respect to the Parcels located on Burnt PineL.uie, the Declarant shall install the initial landscaping, sidewalks, and Street trees and applicableIrilgacion at its cost and expense. Such Landscaping may be located within the right of way offlurnt Pine Lane or on the Parcels. Accordingly, to the extent that such landscaping is installedby the Deelarant, the obligations of the Owners as set forth in Section 6.2 are hereby waived.The maintenance of any such tandseaping shall be a Special Parcel Assessment to be paid by theOwner of the Parcel,

With respect to the Parcels located on Burnt Pine Circle, such Owners shalt plantgrass or install other landscaping and street ues as required under the then applicablearchitectural guidelines over the front forty (40') feet of the Parcel, provided that such Ownersshall not be required to comply until their Houses are constructed or July 31, 1998, whicheversltafl first occur,

7, Amendment to Section 6.12. The Declarant shall install the required sidewalks,at its cost and expense, and accordingly the Owners of Parcels within the Burnt Pine Lane Landare hereby exempted from the requirements of Section 612.

8. Amendment to Section 75(b), The provisions of Section 7.5(b) are herebyamenckd to read as follows;

'(b) Working capital, In addition to the periodic assessments, there shall beone-time working capital contribution paid to the Association by each initial purchaserof a Parcel within the Burnt Pine Lane Land from Developer, in such amount as may beestablished from time to time by the Board of Directors of the Association. There shallalso be a one time working capital conthbution to the Sandestin Owners Association, Inc.witch for 1994 is $150.00, as amended front time to time. These nonrecurring workingcapital contributions shall be paid only once for each Parcel sold within the Burnt PineLane Land, at the time of its conveyance to the purchaser of the House constructed ona Parcel withtn the Burnt Pine Lanc Land, and shall be secured and collected in the samemanner as Assessment pursuant to Article VII of the Declaration.The Working Capitalcontnbution shall not be due from a builder who purchases a Parcel within the &irnt Pine

X'L 4S615B S 1147 P L70do:WALTQM STPL

— NO 944 SANDESTIN EXEC OFFICE FAX NO. 19042678197 P 05

Lane Land for the purpose of construction, but shall be dueupon conveyance thereof by such builder."

9. Amendment to Section 9,1(x. The following sentence ishereby added to subsection 9,1(x):

"Each House constructed upon the portion of Propertycontained within the Burnt Pine Lane Land shall containat Twenty Five Hundred square feet (2500') of heated andair conditioned floor area. Each two—ttory Houseconstructed shall contain at least two thousand (2000')feet of heated and air conditioned first floor area."

10. Effect. Except at modified herein, the Declaration, assupp1emtntd by the Supplemental Declaration, remains in full forceand efeect!

IN WITNESS WMEREOP, the undersigned sets its hand and seal asof t;he date first above written.

Signed, sealed and delivered SANDESTIN RESORTS, INC.in tate presence of:

tNe Shnston BY •___ ________James M. ResterPreSiaentJ'JJ.

(Corporate Sbj}).J 'J':1•

whose address is .,5500 Highway 98 E.,'I" CDestin, Florida as4h';

Print Name Co Ia D, Wvnne

Print Name.Its

STAT OF FLORIDACOUNfl OF WALTON

The foregoing instrument was acknowledged before me this 20thday of June, 1994, by James 14, Rester, the President of SandestinResorts, Irc., a Florida corporation, on behalf of the corporation,who is personally known to ins.

Print NaieSonh1ke D. WynneFlorida Notary PublicMy commission expires: —Conission Number:CONNIE 0. WYNNE NOTARY PUBLJd'

State of floridaMy Coninijs n £pire$ Apr!J 0 ióc4 . —

Comrnpssin No. 191243 1

—Q :.

EL 486158 1i47 P 171 H 'tCO:WALTQN STfl °V.

BBG-2214 MON 9:45SANDESTIN EXEC OFFICE FX NO, ¶9042678197

CONSENT OF MORTGAGEE

The undersigned is the holder of that certain Mortgage more fully described in OthcialRecords Book 892, page 101 of the public records of Walton County, Florida and that certainNote Conolidntions and Extension Agreement recorded in Official Records Eoolc page 2L�of the public records of Walton County, Ftodda and heteby joins in and consents to therecording of the Supplemental Declaration of Easements, Covenants and Restrictions for PhaseOne. of Club Drive (Burnt Pine Lane), dated Junc. 1994 and subctdthates the lien ofits Mortgage to the tents and conditions thereof.

IN WrrNESS WHE1EOP, the rni%nMgned sets its hand znd seal on thisday ofU1Q...J l99,.

Witnesses:

£aiiij.Print 1'Wre na D.

1.Print Name Jpc.i'r L5m0+ —STATEOF FLQr;orcouwryop c)Acro"J

'1/

The foregoing instrument was acknowtedged before mc this 2Q1? day ofWit ,199', — President of Helipol

traditg & Finance, BY., a Netherlands ctrporation, on behalf of the corporation, who iskr.cwn to me

PflntNameQonviit 1) tWvrioe.1Notary Public State of Florida7My commission explresCommission Number__________________

CONNIE 0. WVNNE NOTARY PIJLCStvte of FIufido F

My Commission xikes AprI 6,Cornmi;s(on No 191240 S Q '

.1 C -. .'I'Q

JAX-99752

FL 486158 B 1147 P 172CO:WALTQW ST:PL

FiLED AND RECORDED iYOZDATE 04/1012000

TM

CERTIFICATEOF AMENDMENT TO ARTICLE VI, SECTION 6.12, SIDEWALKSOF THE DECLARATION OF EASEMENTS, COVENANTS, CONDITIONS AND

RESTRICTIONS FOR PHASE ONE OF CLUB DRIVE AS IT PERTAINS TOPINE VALLEY

Article VI, Section 6.12 of the Declaration Of Easements. Covenants, Conditions AndRestrictions For Phase One Of Club Drive, recorded at OR. Book 847, Page 122, of the officialpublic records of Walton County, Florida, as amended by the First Amendment To Declaration OfEasements, Covenants And Restrictions For Phase One Of Club Drive, recorded at OR. Book 1006,Page 172, of the official public records of Walton County, Florida, and the Supplemental DeclarationOf Easements, Covenants And Restrictions For Phase One Of Club Drive (Pine Valley), recordedat O.R. Book 1453, Page 95, of the official public records of Walton County, Florida, is amendedto read as follows:

Article VI, Section 6.12. Sidewalks. Onlythe Owners of Lots 2941 through 2959, inclusive,are required to install sidewalks in accordance with ARB Guidelines during construction or uponcompletion of construction of a house on a Parcel. Provided however, that all Owners of the Lotsmentioned above shall install a sidewalk on each Lot on or before May 24, 2004, unless prior to saiddate, fourteen (14) houses have been completed on the above numbered Lots, then the Oers of theremaining Lots shall complete installment of a sidewalk on those remaining Lots within ninety (90)days of completion of the fourteenth house.

This certifies that this amendment was amended in accordance with the First AmendmentTo Declaration of Easements, Covenants And Restrictions For Phase One of Club Drive, recordedat OR. Book 1006, Page 172, of the Official public records of Walton County, Florida. We certi&that this amendment has been adopted by Owners owning seventy-five percent (75%) of the Parcelssubject to this Declaration by written consent without a meeting in a manner permitted by law.

SANDESTIN CLUB DRIVE OVYERSASSOCIA N, INC.

@-LL-Witness i nature By:

Cnm-1 r. LEE Its President

Witness lrinted Name

Vj'ness Signature'-I i&€sset It4cretaiy

witness Printed NameTHISINSTRUMENTPRBPAREDBY: z09 8

2196 p 119WILLIAMS. HOWELL. JR.. ESQUIRE FL 63 ST FLBARTH, COLLINS & TIWETI co30 SOUTH SHORE DRIVEDESTIN, FLORIDA 32541

DM HOD I FORD CLERK

COWALTON ST.F

ti)

Pngtd by and Rcwm to C. C2) IP1J2'Uds Co4nOr Kane. a'qurcH&I.ad & Koi1hLSO Noflh Laun Stied. Siut. 39J.cboavWc, flotidi 32202

SUPPLEMENTAL DECLARATION OFEASEMENTS, COVENANTS

AND RESTRICTIONSFOR PHASE ONE OF CLUB DRIVE

(PINE VALLEY)

THIS SUPPLEMENTAL DECLARATION is made this 24 day of ay , 1996,by SANI)ESTIN RESORTS, INC., a Florida corporation ('Declarant').

RECITALS

A. Declaraiit subjected certain lands &vned by it to the Declaration of Easements,Covenants, Conditions and Restrictions for Phase One of Club Drive, which was recorded inOfficial Records Book 847, page 122 of the public records of Walton County, Florida, whichwas amended in that certain First Amendment to Declaration of Easements, Covenants,Conditions and Restrictions for Phase One of Club Drive, which was recorded in OfficialRecords Book W06, page 172 of the public records of Walton County and was further amendedand supplemented in the Amended and Supplemental Declaration of Easements, Covenants andRestrictions for Phase One of Club Drive recorded in Official Records Book 1095, page 26(Phase Two of Clu Drive and Burnt Pine Cove), Supplemental Declaration of Easements,Covenants and Restrictions for Phase One of Club Drive (Burnt Pine Lane) recorded in OfficialRecords Book 1147, age 168, and Supplemental Declaration of Easements, Covenants andRestrictions for Phase One of Club Drive (Phase Three of Club Drive) recorded in OfficialRecords Book 1237, page 81, Supplemental Declaration of Easements, Covenants andResthctions for Phase One of Club Drive (Phase Four of Club Drive) recorded in Officialrecords Hook 1237, page 88, all in the public records of Walton County, Florida (collectivelyreferred to herein as MDecaration").

B. Section 2.2(a) of the Declaration permits Declarant to subject additional land tothe Declaration by filing a Supplemental Dec'aration subjecting such land in the public recordsof Walton County, Florida. Further, Section 2.3 of the Declaration provides that a supplementaldeclaration may contain any additions to or modification of the provisions of the Declaration toreflect the different character of the Additional Property.

C. Declarant is the owner of the land more fully described as

All of the land described iii PINE VALLEY, adcording to pEatthereof recorded in Flat Book It page i4- of the publicrecords of Walton County, F]orida ("Pine Valley Land).

which Declarant desires to subject to the terms and conditions of the Declaration and further thepeclarant desires to confirm that certain amendments of the Declaration apply to the Pine ValleyLand.

D. Pursuant to the provisions of Section 13.12 of the Declaration, the Declarant hasthe right to amend the Declaration to clarify the provisions and the Declarant desires to clarifycertain provisions of the Declaration.

NOW, ThEREFORE, in consideration of the premises and other good and valuableconsideration, the Declarant hereby declares as follows:

1. Additional Property. The Pine Valley Land constitutes a part of the AdditionalProperty which shall be held, sold, and conveyed subject to all the easements, restrictions,covenants and conditions contained in the Declaration, which are for the purpose of protectingthe value and desirability of and which shall run with the title to the Pine Valley Land and bebinding on all panics having any right, title, or interest in the Pine Valley Land or any partthereof, their heirs, successors and assigns and shall inure to the benefit of each owner thereof,Declarant and the owners of the Pine Valley Land.

2. Amendment of Section 5.4. The following provisions are hereby added to Section5.4 with respect to the Pine Valley Land:

'Each Owner shall, subject to the approval of the ARB, provide for the drainageof stormwater from such Owner's Parcel. No Owner may cause the stormwater drainagefrom such Owner's Parcel to drain over another Owner's Parcel, except in compliancewith the drainage plan for the Parcels and when necessary, Owners are hereby grantedthe right to place underground pipes for drainage of the stormwater from their Parcelsto yard drainage inlets or drainage swales located on other Parcels, adjacent Parcels oron the golf course property, as approved by the ARB and Declarant. A portion of theProperty is bounded by a lake which constitutes a part of the storm water managementsystem and each Parcel bounded by such lake is hereby subject to an easement for thewaters of such lake as they may rise and fall.

3. Amendment to Section 6,2, The following is hereby added to Section 6.2 withrespect to the Pine Valley Land:

'Further, in the event that the Owner has not constructed a House on his Parcelin the Pine Valley Land within three (3) years from the date of Purchase, but in anyevent, no ater than January 1, 1999, Owner shall plant grass or install other landscapingas required by the then current architectural guidelines over the front forty feet (40')abutting the Common Road and an irrigation system to assure the growth of such grassor landscaping."

2

4. Amendment to Section 6.12. Only the Owners of Lot 2901, 2941 through 2959shall &e required to install sidewalks on their respective Lots in accordance with the applicablearchitectural guidelines, provided however, such Owner shalt not be required to install such

Houses are constructed or four (4) years from the date hereof, whichever

5. Amendment to Section 7.5(b). The provisions of Section 7.5(b) are herebyamended to read as follows with respect to the Pine Valley Land:

'(b) Working Capital. In addition to the periodic assessments, there shall beone-time working capital contribution paid to the Association by each initial purchaserof a Parcel within the Pine Valley Land from Developer, in such amount as may beestablished from time to time by the Board of Directors of the Association. There shallalso be a one time working capital contribution to the Sandestin Owners Association, Inc.which for 1995 is $150.00, as amended from time to time. These nonrecurring workingcapital contributions shall be paid only once for each Parcel sold within the Pine ValleyLand, at the time of its conveyance to the purchaser of the House constructed on a Parcelwithin the Pine Valley Land, and shalt be secured and collected in the same manner asAssessment pursuant to Article VII of the Declaration. The Working Capital contributionshall not be due from a builder who purchases a Parcel within the Pine Valley Land forthe purpose of construction, but shall be due upon conveyance thereof by such builder."

6. Amendment to Section 9.1(b). The provisions of Section 9.1(b) are herebyamended to read as follows:

"Residential Use. Each Parcel shalt be used, improved and devoted exclusivelyto single family residential use, and for no commercial purpose. No time shareownership of Parcels is permitted without Declarant's approval. Nothing hereinshall be deemed to prevent the Owner from leasing a House, subject to all of theprovisions of the Declaration, Articles, Bylaws and Book of Resolutions, providedhowever, no lease shall be for term of less than one (I) month. Declarant shallbe permitted to convert the use of a platted Parcel to be used as a road for ingressand egress from an adjacent parcel of land."

7. Amendment to Section 9.1(x). The following sentence is hereby added toSubsection 9.1(x):

"The Houses constructed upon the portion of Property contained within the PineValley Land shall contain at least the foLZowing square feet of heated and air conditionedfloor area:

Lots 2901 - 2909 - 2,500 square feetLots 2910-2942 - 2,100 square feetLots 2943-2959 - 2,500 square feet.'

3

8. Effect. Except as modified herein, the Declaration, as supplemented by the

Supplemental Declaration, remains in full force and effect.

IN WITNESS WHEREOF, the undersigned sets its hand and seal as of the date firstabove written.

Signed, sealed and delivered SANDESTIN RESORTS, INC.in the presence of:

________ BY: ______r1rirA f1ame Mgi-4 RnptThp1rt Print Name James N. ResterIts President

e JoneshihtName Nich1 (Corporate Seal)

whose address is:9300 Highway 98 WestDestin, Florida 32541

STATE OF FLORIDACOUNTY OF

The foregoing instrument was acknowledged before me this 24 dayof MaY

1996, by Jaties M. Rester the _______ PresWent of Sistin Resorts, Inc., aFlorida corporation, on behalf of the corporation, who i1hersona1l knownproduced _____________________ as identification.

WintName Susan D. Jof e/'Notary Public State of Flo da

My commission expir%51Commission Num

K"My Commttslán Expires Sepj.

J,JMMflOIO2*7

4

This space is reserved for recording

SECOND AMENDMENT TODECLARATION OF EASEMENT, COVENANTS AND RESTRICTIONS

FOR THE OAKS AT SANDESTIN

THIS AMENDMENT is made this ____ day of July, 2003, by BUR1T PINEHOMEOWNERS ASSOCIATION, INC., ('Association"). a Florida not-for-profit corporation.

RECITALS

WHEREAS, the Association subjected itself to certain Declaration of Easement,Covenants and Restrictions for The Oaks at Sandestin recorded in Official Records Book 1239,page 220, in the public records of Walton County, Florida (referred to herS as "Declaration").

WHEREAS, Pursuant to Section 1 I .10 of the Declaration, the Declaration may beamended by an instrument signed by the President or Vice President and Secretary or AssistantSecretary of the Association, which provides that seventy-five percent (75%) of the Ownersowning Parcels subject to the Declaration, have approved such amendment, which includes theconsent of the Declarant, if Declarant owns any Parcels within the property subject to theDeclaration.

WHEREAS, more than seventy-five (75%) of the Owners owning Parcels subject to theDeclaration have, by written ballot, voted for and approved amending Article 9, Section 9.1(b) ofthe Declaration to restrict leases to a term of no less than twelve (12) months in duration.

NOW, THEREFORE, in consideration of the premises, the Association, through itsBoard of DitectoTs, hereby ceTtifles that the requisite percent of the total voting power of theOwners of the Parcels subject to the Declaration have approved the following amendment to theDeclaration and hereb' amends the Declaration as follows:

1. Article 9, Section 9.1(b). of the Declaration is hereby amended to read, in itsentirety, as follows:

Use of Property. Residential Use. Each parcel shall be used, improved anddevoted exclusively to single family residential use, and for no commercialpurpose. No time-share ownership of Parcels is permitted. Nothing herein shallbe deemed to prevent the Owner form leasing a House, subject to all of theprovisions of the Declaration, Articles, Bylaws and Book of Resolutions,provided, however, no lease shall be for a term of less than twelve (12) monthsduration.

2. Except as modified herein, all terms and conditions of the Declaration and thisAmendment to Declaration remain in full force and effecL

IN WITNESS WHEREOF, the undersigned set their hands and seals on the date first above written.

WITNESS: BURNT PINE HOMEOWNERS ASSOCIATION,INC.

______ ___ By:Print Name: __________________ ________ _____________________________n.h' 7. L,C Print Nthne: i1 S' - —

Its: President

PrintNai: k.nL-\a r&I41'y ATTEST

By: 6Print Name: tC.J c. P i bE LIts: Secretary

STATE OF FLORIDACOUNTY OF WALTON

The foregoing instrument was acknowledoed before me this 't'ofuY., 2003, bytcujv Stiaye and Setjen QffVk ,the President and sec?etary, respectiveIyBurnt Fl sociation, Inc., a Florida not-for-profit corporation, on behalf of the corporation.

who have produced _________________________________ as dentitication and did notall oath.

•

tateofFIoridaGAL IURC

( - iccNaby Pitt -Slate ci flatS ___________________MyCanmhti bflm May19. 4 Type or Print Name

CarnmIa, I CC9293 My Commission Expires:Commission Number:[SEAL]

nLED AND RECORDEDPreparc4byLdRamto rTE 1j'3/95 TIME 12:05Lthda Cnor Kat, E,quir -

NoJ1nd&KwgtSOSodflaunSutct. Sujw39 FL 8O5 3 23Jck,co,,iIje. Plodda 32202 -— - a i

CO:WALTCN ST:FL

SUPPLEMENTAL DECLARATION OFEASEMENTS, COVENANTS

AN) RESTRICTIONSFOR PHASE ONE OF CLUB DRIVE

(PHASE TIIR.EE OF CLUB DRIVE) CATHERINE KING CLERKCC:WALTON ST:FL

THIS SUPPLEMENTAL DECLARATION is made this 30t}xlay of January199, by SANDESTIN RESORTS, INC., a Florida corporation ('Declarant").

RECITALS

A. Declarant subjected certain lands owned by it to the Declaration of Easements,Covenants, Conditions and Restrictions for Phase One of Club Drive, which was recorded inOfficial Records Book 847, page 122 of the public records of Walton County, Florida, whichwas amended in that certain First Amendment to Declaration of Easements, Covenants,Conditions and Restrictions for Phase One of Club Drive, which was recorded in OfficialRecords Book 1006, page 172 of the public records of Walton County and was further amendedand supplemented in the Amended and Supplementai Declaration of Easements Covenants andRestrictions for Phase One of Club Drive recorded in Official Records Book 1095, page 22(Phase Two of Club Drive and Burnt Pine Cove), and Supplemental Declaration of Easements,Covenants and Restrictions for Phase One of Club Drive (Burnt Pine Lane) recorded in OfficialRecords Book 1147, page 168, all in the public records of Walton County, Florida (collectivelyreferred to herein as "Declaration").

B. Section 2.2(a) of the Declaration permits Deciarant to subject additional land tothe l)edaration by filing a Supplemental DeclaratiQn subjecting such land in the public recordsof Walton County, Florida. Further, Section 2.3 of the Declaration provides that a supplernernaldeclaration may contain any additions to or modification of the provisions of the Declaration toreflect the different character of the Additional Property.

C. Declarant is the owner of the land more fully described as

All of the land described in Phase Three of Club Drive, accordingto piac thereof recorded in Flat Book A , page 20 of thepublic records of Walton County, Florida ("Phase Thiee Land).

FL 498105 3 1237 P 82CC:WALTCN- ST:FL

which Declarant desires to subject to the terms and conditions of the Declaration and further theDeclarant desires to confirm that certain amendments of the Declaration apply to the PhaseThree Land.

D. Pursuant to the provisions of Section 13.12 of the Declaration, the Declarant hasthe right to amend the Declaration to clarify the provisions and the Declarant desires to clarifycertain provisions of the Declaration.

NOW, THEREFORE, in consideration of the premises and other good and valuableconsideration, the Declarant hereby declares as follows:

1. Additional Property. The Phase Three Land constitutes a part of the AdditionalProperty which thai? be held, soW, arid conveyed subject to all the easements, restrictions,covenants and conditions contained in the Declaration, which are for the purpose of protectingthe value and desirability of and which shall run with the tiUe to the Phase Three Land and bebinding on all pasties having any right, title, or interest in the Phase Three Land or any partthereof, their heirs, successors and assigns and shall inure to the benefit of each owner thereof,Declarant and the owners of the Phase Three Land.

2. Amendment of Section 5.4. The following provisions are hereby added to Section5.4 with respect to the Phase Three Land:

The stormwater drainage from the Phase Three Land is partially detained anddrained by a system of swales located along the front of each Parcel and adjacent to theCommon Roads. Each Owner shall, subject to the approval of the ARB, provide for thedrainage of stormwater from such Owner's Parcel. No Owner may cause the storniwaterdrainage from such Owner's Parcel to drain over another Owner's Parcel, except incompliance with the drainage plan for the Parcels and when necessary, Owners arehereby granted the right to place underground pipes for drainage of the stormwater fromtheir Parcejs toyarti drainage inlets or drainage swaies Jpcated on other Parce)s, a4jacentParcels or on the golf course property, as approved by the ARB and Declarant. Aportion of the Property is bounded by a lake which constitutes a part of the storm watermanagement system and each Parcel bounded by such lake is hereby subject to aneasement for the waters of such lake as they may rise arid fall.

Further, the Declarant and Association are hereby granted an easement for ingressand egress over and across the Lots for the purpose of access to and repair andmaintenance of the weir located within the adjacent drairage system."

3. Amendment to Section 5.7. Section 5.7 is hereby deleted in its entirety andreplaced as follows, which provision governs all Property which is subject or which from timeto time may be subject to the Declaration:

2

FL 498105 B 1237 P 83CC:WTLTON SThFL

5 .7 Golf Course. Dectarant hereby reserves for itself, its successors and assignsand for the users of any portion of the golf course now or hereafter located adjacent tothe Property, a perpetual, non-exclusive easement over all Property for the playing ofgolf, the passage of goffers (both pedestrian and in motorized carts) and access for golfcourse maintenance, together with a non-exclusive and perpetual easement for pedestriansaccess over the Parcels by golfers for occasional ingress and egress incidental to the playof golf and retrieval of bails.

All Owners, by acceptance and delivery of a deed to a Parcel, assume all risksassociated with errant golf balls and all Owners agree and covenant not to make anyclaim or institute any action whatsoever against Declarant, owner or builder or designerof the golf course arising or resulting from any errant golf balls or damages causedthereby.

By acceptance of a Deed to a Parcel, each Owner acknowledges and agrees thatowning Property adjacent to a golf course has benefits as well as detriments and thatdetriments include (a) the risk of damage to property or injury to persons and animalsfrom golf balls which are hit onto an Owner's Parcel;.(b) the entry by golfers onto theParcel to retrieve golf balls; Cc) overspray in connection with irrigation of the golfcourse; (d) noise from golf course maintenance and operation equipment, including,without limitation, compressors, blowers, muichers, tractors, utility vehicles and pumps,all of which may be operated at any time of the day or night or continuously; (e) odorsarising from irrigation, application of pesticides or fungicides and fertilization of the golfcourse; (f) distribution mid loss of privacy resulting from golf cart traffic and golfers;and (g) the use of pesticides and chemicals which are applied to the golf coursethroughout the year and the fact that reclaimed water, treated waste water and othersources of non-potable water may be used for irrigation of the golf course.

Each Owner expressly assumes such detriments and risks and agrees that neitherthe Declarant, the owner or manager of the golf courses nor any of their successors orassigns shalt be liable to the Owner or anyone claiming any loss or damage, including,withorn litigation, indirect, special or consequential loss or damage arising from personalinjury, destruction of property, trespass or any other alleged wrong or entitlement to bebased upon, due for, arising from or otherwise related to the proximity of the Owner'sParcel to the golf course, including, without limitation, any claim arising in whole or inpart from the negligence of Dedarant of the Owner or manager of the golf course ortheir successors of assigns. Each Owner agrees to indemnify and hold harmless theDeclarant, the owner and manager of the golf course and their successors and assigns,against any such claims by Owner or Owner's invitees.'

4. Amendment to Section 6.2. The following provision is added to Section 6.2 withrespect to the Phase Three Land:

3

8449S1L5 ..CC:WALTN

The foregoing provisions relating to landscaping shah not be applicable to thePhase Three Land, Until such time as at least fifty percent (50%) of the Parcels withinthe Phase Three Land have been conveyed to Owners other than the Declarant, eachOwner shall be responsible for the all lawn mowing and maintenance and care of trees,shrubs, grass and other similar green areas lying within their Yards. Provided however,during such time, Owners may contract with the Association to provide suchmaintenance, at the cost and expense of the Owner.

After fifty percent (50%) of the Parcels in the Phase Three Land have beenconveyed to Owners, other than the Declarant, the Owners may elect to require theAssociation to perform all of the maintenance for the Yards in the Phase Three Land.At any time after the conveyance of fifty percent (50%) of the Parcels, the Owners, otherthan the Declarant, may amend this provision by a two thirds vote, and if so approvedthe Association shall routinely maintain all Yards in the Phase Three Land as reasonablynecessary to maintain a first class appearance of the Parcel, the cost of which shall bea Parcel Assessment against each of the Parcels within the Phase Three Land. Suchmaintenance shall include lawn mowing and maintenance and care (but not replacement)of trees shrubs, grass and any other similar green areas lying within the Yards, but shallnot include and other services. If Owners upgrade and improve the quantity and qualityof landscaping in Yards, provided that they comply with the architectural controlprovisions of Article VIII, maintenance of any such upgrade and landscaping whichrequires additional care shall be incLuded within the Parcel Assessment against suchParcel.'

5. Amendment to Section 64. The following provision is hereby added to Section6.4, as subsection (d) with respect to the Phase Three Land:

'(d) Access to each Parcel in the Phase Three Land is over a cul-de-sac, whichis shared by three Parcels. The paved area of the cul-de-sac shall be maintained by theMaster Association. An easement for ingress and egress is hereby declared for each ofthe Owners of the Parcels sharing the cul-de-sac and no Owner, its inyitees, guests orfamily may block the access over the cul-de-sac and interfere with the access of theOwners sharing such cul-de-sac.

6. Amendment to Section 6.8. The following provision is hereby added to Section6.8 (a), with respect to the Phase Three Land:

With respect to the irrigation system sewing the portion of the Propertycontained within the Phase Three Land, the lawn and landscape irrigation system seningthe portions of the Property will be owned by the Association."

7. Amendment to Section 6.8, The following provision is hereby added to Section6.8(d), with respect to the Phase Three Land:

4

85FL S ST:FLCO :WPLT0

"The cost of the irrigation for the Phase Three Land, including but not limited to,maintenance, electricity, repair arid replacement of pumps, pipes, conduits and relatedapparatus serving the Parcels within the Phase Three Land together with any and all costsrelated to supplies of water for irrigation, shall be paid by the Owners of the Parcelswithin the Phase Three Land by a Parcel Assessment.

8. Amendment to Section 7.5(b). The provisions of Secdon 7.5(b) are herebyamended to read as follows with respect to the Phase Three Land:

t(b) Working Capital. in addicion to the periodic assessments, there shall beone-time worldng capital contribution paid to the Association by each initial purchaserof a Parcel within the Phase Three Land from Developer, in such amount as may beestablished from time to time by the Board of Directors of the Association There shallalso be a one time working capital contribution to the Sandestin Owners Association, Jnc.which for 1995 is $150.00, as amended from time to time. These nonrecurring workingcapital contributions shall be paid only once for each Parcel sold within the Phase ThreeLand, at the time of its conveyance to the purchaser of the House constructed on a Parcelwithin the Phase Three Land, and shall be secured and collected in the same manner asAssessment pursuant to Article VII of the Declaration. The Working Capital contributionshall not be due from a builder who purchases a Parcel within the Phase Three Land forthe purpose of construction, but shall be due upon conveyance thereof by such builder.

9. Amendment to Section 9.1(x). The following sentence k hereby added toSubsection 9.1(x):

"Each House constructed upon the portion of Property contained within the PhaseThree Land shall contain at least Two Thousand One Hundred square feet (211)0) ofheated and air conditioned floor area and if the House is a two story house the first floorshall have at least one thousand six hundred square feet (1600') of air conditioned floorarea."

10. Effect. Except as modified herein, the Declaration, as supplemented by theSupplemental Dedaration, remains in ftifl force and effect.

5

FL 498105 B 1237 P 86cC:WALTON STFL

N WITNESS WHEREOF, the undersigned sets its hand and seal as of the date firstabove written.

Signed, sealed and deliveredin the presence of

6\( C1tPrin)Name Jaie Smart4j c$Print Name Lori-M. Johnston

STATE OF FLORIDACOUNTY OF WALTON

whose address is:5500 Highway 98 EastDestin, Florida 32541

The foregoing instrument was acknow'edged before me this 3Cthday 0anuaryby James N. Rester the President of Sandesdn Resorts, Inc., a

(I Florida corporation, on behalf of the corporation, who is personally known to me-or-who-preee4 as-ident4fication. r

lrintName eryl A. .J(stonNotary Public State of FloridaMy commission expires:Septeniber 1, L997Commission Number CC312415

SANDESTJN RESORTS, INC.

BY:Print Name James H. ResterIts President

(Corporate Sea!)

n SIIERV1. A. JOHNSTON

MY COMWS&ON I CC312415 EXPfRESS.pvnber 1997

101 PIWILJ flby FA!h lNSEMiCf, It.

6

CONSENT OF MORTGAGEE

FL 498103 B 1237 P 87CC:WALTQN 3T:FL

The undersigned is the holder of that certain Mortgage more fully described in OfficialRecords Book 892, page 101 of the public records of Walton County. Florida and that certainNote Consolidations and Extension Agreement recorded in Official Records Book1099, page262of the public records of %Valton County, Florida and hereby joins in and consents to therecording of the Supplem tal Deciaration of Easements, Covenants and Restrictions for PhaseOne of Club Drive (PhasAtated January 30 l99, and subordinates the lien of itsMortgage to the terms and conditions thereoL

IN WITNESS WHEREOF, the undersigned sets its hand and sea] on this 3Othday ofJanuary 199

-

HELIPOL TRADING & FINANCE, WV.

______ __ By:J4JdQ/f* 100___________ Print NameBridget Wagn n

Its Power of Attorney, as recorded ut

_________________________ (CORPORATE SEAL)Wa1tot County on January 14, 1994 inOfficial Record Bock 1073, Page 269.

The foregoing instrument was acknowledged before rue this day ofJanuary ,l99 by Bridget Wagnon as Power of-flAttorneypy3jrJ of Jielipol

Trading & Finance, KV., a Netherlands corporation, on behalf of the corporation, who isknown to me.

SHEY1. k JOHNSTONM CQsWISSION I CC32415 9(PIRES

S.pI,mb.r I 1991OOhVfOTlU TY FA llGLMtL It.

JAX-1369l6

7

PrintName Sery1 A. (g*ston

Notary Public State of FloridaMy Commission expires: September 1, 199?Commission Number C0312415

Wittesses:

PrinUName Jackie SmartaL .

Print Name Connie White

STATE OF FLORIDACOUNTY OF WALTON

PreprtdbyaDdRtmflnO 'LED AI'D RECORDEDLwdaConorK1flt. Esquire flI/1/95 TIME 12:05Holland &

50 North Laura Stee. Suite 3900Jacksoinjue, FIori4 32202 FL 498136 B 1237 P 88

CO:WALTON ST:FL

SUPPLEMENTAL DECLARATION OFEASEMENTS, COVENANTS

AND RESTRICTIONSFOR PHASE ONE OF CLUB DIUVE

CATHERINE KING CLERK(PHASEFOUROFCLUBDRIYE) COWALTON ST:EL

TIffS SUPPLEMENTAL DECLARATION is made this 30th day of Januaryl99, by SANDESTIN RESORTS, INC., a Florida corporation ("Declarant").

RECITALS

A. Declarant subjected certain lands owned by it to the Declaration of Easements,Covenants, Conditions and Restrictions for Phase One of Club Drive, which was recorded inOfficial Records Book 847, page 122 of the public records of Walton County, Florida, whichwas amended in that certain First Amendment to Declaration of Easements, Covenants,Conditions and Restrictions for Phase One of Club Drive, which was recorded in OfficialRecords Book 1006, page 172 of the public records of Walton County and was further amendedand supplemented in the Amended and Supplemental Declaration of Easements, Covenants andRestrictions for Phase One of Club Drive recorded in Official Records Book 1095, page 22(Phase Two of Club Drive and Burnt Pine Cove), Supplemental Declaration of Easements,Covenants and Restrictions for Phase One of Club Drive (Burnt Pine Lane) recorded in OfficialRecords Book 1147, page 168, and Supplemental Declaration of Easements, Covenants andRestrictions for Phase One of Club Drive (Phase Three of Club Drive) recorded in OfficialRecords Book ____,page_, all in the public records of Walton County, Florida (collectivelyreferred to herein as 'Declaration")

B. Section 2.2(a) of the Declaration permits Declarant to subject additional land tothe Declaration by filing a Supplemental Declaration subjecting such land in the public recordsof Walton County, Florida. Further, Section 2.3 of the Declaration provides that a supplementaldeclaration may contain any additions to or modification of the provisions of the Declaration toreflect the different character of the Additional Property.

C. Declarant is the owner of the land more fully described as

All of the land described in Phase Four of Club Drive, accordingto plat thereof recorded in Plat Book h , page 21 of thepublic records of Walton County, Florida (Phase Four Land').

- —. - "7 PT:FL

cotWhLTQN-

which Declarant desires to subject to the terms and conditions of the Declaration and further theDeclarant desires to confirm that certain amendmentsof the Declaration apply to the Phase FourLand.

D. Pursuant to the provisions of Section 13.12 of the Declaration, the Declarant hasthe right to amend the Deciaracion to clarity the provisions and the Declarant desires to clarifycertain provisions of the Declaration.

NOW, THEREFORE, in consideration of the premises and other good arid valuableconsideration, the Declarant hereby declares as follows:

1: Additional Property. The Phase Four Land constitutes a part of the AdditionalProperty which shall be held, sold, and conveyed subject to all the egsements, resthctions,covenants and conditions contained in the Declaration, which are for the purpose of protectingthe value and desirability of and which shalt run with the title to the Phase Four Land and bebinding on all parties having any right, title, or interest in the Phase Four Land or any partthereof, their heirs, successors and assigns and shall inure to the benefit of each owner thereof,Declarant and the owners of the Phase Four Land.

2. Amendment of Section 5.4. The following provisions are hereby added 10 Section5.4 with respect to the Phase Four Land:

"The storrnwater drainage frm the Phase Four Land is partially detained anddrained by a system of swales located along the front of each Parcel and adjacent to theCommon Roads. Each Owner shall, subject to the approval of the ARB, provide for thedrainage of stormwater from such Owner's Parcel. No Owner may cause the stormwaterdrainage from such Owner's Parcel to drain over another Owner's Parcel, except incompliance with the drainage plan for the Parcels and when necessary, Owners arehereby granted the right to place underground pipes for drainage of the stormwater fromtheir Parcels to yard drainage inlets or drainage swales located on other Parcels, adjacentParcels or on the golf course property, as approved by the ARB and Declarant. Aportion of the Property is bounded by a lake which constitutes a part of the storm watermanagement system and each Parcel bounded by such lake is hereby subject to aneasement for the waters of such lake as they may rise and fall.

3. Amendment to Section 5.7. The following is hereby added to Section 5.7 withrespect to the Phase Four Land:

"The golf course owner has retained title to a parcel of land lying adjacent to Lot3321 of the Phase Four Land. This area, lying to the northeast of Lot 3321, constitutesa part of the fairway for the adjacent golf hole and will be subject to golf ball flight,shots and retrieval, as provided in this Section 5.7. Notwithstanding such use, theOwner of Lot 3321 may instail landscaping and maintain such area, subject to the review

I

EL 49 123

of the ARB and consent of the owner of the golf course. In no event may any trees beremoved or cut from the area.

4. Amendment to Section 62. The following is hereby added to Section 6.2 withrespect to the Phase Four Land:

'Funher in the event that the Owner has not constructed a House on his Parcelin the Phase Four Land within three (3) years from the date of Purchase, but in anyevent, no later than January 1, 1999, Owner shall plant grass or install other landscapingas required by the then current architectural guidelines over the front forty feet (40)abutting the Common Road and an irrigation system to assure the growth of such grassor landscaping. In addition, each Owner is required to install a waif along the frontportion of the Parcel at such time as Owner commences construction of the House. TheARB will approve a limited number of wail designs and Owner is required to install oneof the pre-approved designs, the location and configuration of which shall also be subjectto the approval of the ARB'

.5. Amendment to Section 7.5(b). The provisions of Section 7.5(b) are herebyamended to read as follows with respect to the Phase Four Land:

(b) 3kjnCaiii. Jn addition to the periodic assessments, there shall beone-tinle working capital contribution paid to the Association by each initial purchaserof a Parcel within the Phase Four Land from Developer, in such amount as may beestablished from time to lime by the Board of Directors of the Association. There shallalso be a one time working capital contribution to the Sandestin Owners Association, Inc.which for 1995 is $150.00, as amended from time to time. These nonrecurring workingcapita] contributions shall be paid only once for each Parcel so)d within the Phase FourLand, at the time of its conveyance to the purchaser of the House constructed on a Parcelwithin the Phase Four Land, and shall be secured ai,O cvJJecXe4J in the same manner asAssessment pursuant to Article VII of the Declaration. The Working Capital contributionshall not be due from a builder who purchases a Parcel within the Phase Four Land forthe purpose of construction, but shall be due upon conveyance thereof by such builder.

6. Amendment to Section 9.1(x). The following sentehce is hereby added toSubsection 9.1(x):

'Each House constructed upon the portion of Property contained within the PhaseFour Land shall contain at least Three Thousand square feet (3000') of heated and airconditioned floor area and if the House is a two story house the first floor shall have at]easr Two Thousand Two Hundred squart feet (2000') and air conditioned floor area.'

7. ffect. Except as modified herein, the Declaration, as supplemented by theSupplemental Declaration, remains in full force and effect.

3

FL 4982c5 9 1237 P 91CO WA: To NST:PL

IN WITNESS WHEREOF, the undersigned sets its haiid and seal as of the date firstabove written.

Signed, sealed and deliveredin the presence of:

Prii, Name Jackie Smart

m.Print Name Tc&i N. Johnston (Corporate Seai)

STATE OF FLORIDACOUNTY OF WALTON

whose address is:5500 Highway 98 EastDestin, Florida 32541

1995 The foregoing instrunient Was acknowledged before inc this3Oth day ofJanuaryF99*, by James M. Rester , th President of Sandestin Resorts, Inc., aFlorida corporation, on behalf of the corporation, who is personally known to me irwhv-pTethfeS a&-ideti fieatiefi.

drintName hery1 dhnstori

Notary Public State of FloridaMy commission expires: September 1, 1997Commission Number cc3124L5

BY:Print Name Jnmec '. RecterIts President

9% SKERYL &.4; MY COWIISSION I CC3124S PjRES

S.pmber I, 1997',e eCoThRU lUff? FA ICIWMCt C

4

CONSENT OF MORTGAGEE

FL 4;s1O6 E 1237 P 92CO:WALTON

The undersigned is the holder of that certain Mortgage more fully described in OfficialRecords Book 892, page 101 of the public records of Waiton County, Florida and that certainNote Consolidations and Extension Agreement recorded in Official Records Book1099, page262of the public records of Walton County, Florida and hereby joins in and consents to therecording of the Supplemental Declaration of Easements, Covenants and Restrictions for PhaseOne of Club Drive (Phase Four), dated January 30 1995, and subordinates the lien of its

Mortgage to the terms and conditions thereof.

IN WrrNESS WHEREOF, the undersigned sets its hand and seth on this 30th day ofJazuary 199.

Witnesses:

Print Nthe Jackie Smart

Print Name Connie White

STATE OF FLORIDACOUNTY OF WALTON

HEUPOL TRADING & FINANCE, By.

By: ____Print Nam Bridget Wagno

Its Power of Attorney, as recorded in

(CORPORATE SEAL)Walton County on January 14, 1994 inOfficial Record Book 1073, Page 269

before me this 30th day of

-the AttorneFestdent of helipolon behalf of the corporation, who is

yr(ntNarne Shy1 A. 6g)l4iston

Notary Public State of florida

My commission expires: September 1, 1997Commission Number CC312415

JAX-99752

S

The foregoing instrument was acknowledgedJanuary ,1995, bysrid2et Wagnon as Power

Tradiag & Finance, B. V. a Netherlands coiporaticn,

known to me.

8H!RYL A. JOHNSTONW'COMMISS1ON 0 CC3245 6PIRE$

S.p1omr I. 1997eoNoOt!ffio11cY MJN NURC& I,

455

RECORDSCQflnçts. The Association may contract with

Declarant or any other party for the performance of all or anyportion of its management, maintenance and repair obligationsunder this Declaration, as the Board of Directors may determine.In the event of any such contract, the Association shall bebilled by the vendor or contractor and such costs shall beincluded within the next General Assessment or Parcel Assessment.as the case may be.

n6.(a) Master Association. The Master Association shall

establish security procedures with respect to the Property aspart of Sandestin. Such procedures may be adopted or changedfrom time to time by the Master Association as its Board ofDirectors determines in its discretion.

(b) Expense. Each Owner will be obligated to pay a portionof the expenses for maintaining security within Sandestin. Theexpenses so allocated will be included within the general assess-ments of the Master Association.

(c) No Warranty. No representation, guaranty or warranty ismade, nor assurance given, that the security systems and proce—dures for Sandestin will prevent personal injury or damage to orloss of property. Neither Declarant nor the Master Associationshall be liable or responsible for any personal injury or Eor anyloss or damage to property which may occur within Sanclestin,regardless of whether it is due to the failure of the. securitysystem and procedures adopted from time to time.

Section 6.7 Utilities. Each Parcel shall be supplied withconnections for water and sewer, electricity, telephone and cabletelevision systems. Each Owner shall pay all costs for theservices supplied to his Parcel. Neither Declarant, the Associa-tion nor the Master Association is responsible for the quality oravailability of utility services.

$tion 6.8 Irrigation.

(a) gjjpjn. The lawn and landscape irrigation systemserving the portions of the Property abutting the Common Roadswill be owned by the Association. In addition, the Associationmay elect to install and operate a master irrigation water supplysystem, as described in (b) below. Each Owner shall be respon-sible for installing, operating and maintaining a lawn andlandscape irrigation system for that Owner's Parcel, subject tothe architectural approvals required by Article VIII of thisDeclaration, with irrigation water to be furnished or obtained asprovided in (b) below.

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465 PA6E297

(b) Water Supply, Water for i!awns andlandscaping within the Property may be provided by the MasterAssociation from sources determined by the Master Association, inits discretion. In that case, the Master Association does notguarantee the availability of irrigation water which is subjectto, among other factors, seasonal or weather—created shortagesand scheduled hours of availability. Declarant reserves foritself and for the Master Association the tight but not theobligation to provide irrigation water through a master irriga-tion system and to charge to the Association a prorata share ofthe cost as a common expense. If the Master Association electsnot to do so, the Owners may install wells within their Parcelsor may use their potable water sources to supply water for theoperation of their individual Parcel irrigation systems.

(c) Cost. The cost of irrigation, including but not limitedto maintenance, electricity, repair and replacement of pumps,pipes, conduits and related apparatus serving the Parcels, shallbe the responsibility of the Owners. The Association shallinstall, maintain and operate (1) the irtigation system for theportions of the Property abutting the Common Roads and (ii) themaster irrigation water supply system, if any, as matters ofcommon expense payable from the General Assessments.

Section 6.9 Trash Collection. Trash collection will besupplied by the Master Association and the costs thereof shall bepart of the general assessment of the Master Association.

Section 6.10 Pest Control. At the discretion of the Board,the Association may, but is not required to, contract with areputable pest control company to provide regular service to theHouses and the costs therefor shall be included within theGeneral Assessment.

Section 6.11 Mailboxes. Mailboxes shall be provided andmaintained by the Association, and no individual mailboxes shallbe permitted on any Parcel.

ARTICLE VII

COVENANTS FOR MAINTENANCE ASSESSMENTS

section 7.1 Association Assessment.

(a) Creation of Assessment. Each Parcel is subject toGeneral Assessments by the Association for the improvement,maintenance and operation of the Property, including the manage—ment and administration of the Association and furnishing ofservices as set forth in this Declaration. As further describedin Section 7.8 below, the Board of Directors by majority vote

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shall set the annual General Assessments tomeet the Association's obligations, including contingencies andreserves. The Board of Directors shall set the date or datessuch assessments shall become due and may provide for collectionof assessments annually or in monthly, quarterly or semi-annualinstallments; provided however, that upon default in the paymentof any one or mote installments, the entire balance of suchassessment may be accelerated at the option of the Board ofDirectors and be declared due and payable in full.

(b) Amount of Assessment. General Assessments shall beassessed equally to each Parcel, except that Declarant shall notbe required to pay any General Assessment, whether annual orspecial, for any Parcel which it owns until the date of the firstconveyance of a Parcel to an Owner other than Declarant or itsaffiliate (i.e., a person or entity directly or indirectlycontrolling, controlled by or under common control withDeciarant)

ction 7.2 Special Assessment.

(a) y_TQtin. In addition to the annual General Assess—nients, the Association may levy in any assessment year a specialGeneral Assessment applicable to that year and not more than thenext four succeeding years for the purpose of defraying, in wholeor in part, the cost of any construction, reconstruction, repairor replacement of a capital improvement upon the Common Propertyor Yards, including fixtures and personal property relatedthereto, provided any such assessment shall have the consent oftwo—thirds (2/3) of the votes of the Members other than Declarantvoting in person or by proxy at a regular meeting or specialmeeting called for that purpose at which a Quorum of each classof membetship is present. Written notice of any such specialmeeting shall be sent to all members not less than fifteen (15)days nor more than thirty (30) days in advance of the meeting. Ifthe required Quorum is not present, another meeting may becalled, subject to the same notice and Quorum requirements.

(b) Emergency Assessment. The Association may also levy aspecial assessment at any time by a majority vote of the Board ofDirectors, for the purpose of defraying, in whole or in part, thecost of any extraordinary or emergency matters that affect allthe Common Property or Members of the Association (including,after depletion of any applicable reserves as provided in Section9 of this Article, any unexpected expenditures not provided bythe Budget or unanticipated increases in the amounts budgeted).Any such emergency assessment shall be due and payable at thetime and in the manner specified by the Board of Directors,

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Section 7.3 parcel Assessments. In additloi? 1to theassessments authorized above1 the Board of Directors, by majorityvote, shall from time to time levy a Parcel Assessment against aparticular Parcel for the purpose of defraying, in whole or inpart, the cost of any construction, reconstruction, repair orreplacement of a capital improvement upon or serving the specificParcel, including any additional Yard maintenance or otherspecial services to such Parcel the cost of which is not includedin the General Assessment.

Section 7.4 Master Association Assessments. Each Parcelis subject to assessments by the Master Association as providedin the Sandestin Declaration, and Owners may also be required tomake a contribution to the capital expenses and working capitalof the Master Association.

Section 7.5 Commencement of Annual Assessments.

(a) Date of Commencement. The annual General Assessmentsprovided for herein shall commence with respect to assessableParcels on the day of conveyance of the first Parcel to an Ownerother than Declarant. The initial assessment on any Patcelsubject to assessment shall be collected at the time title tosuch Parcel is conveyed to the Owner. During the initial year ofownership, each Owner shall be responsible for the prorata shareof the annual or special General Assessment charged to eachParcel prorated to the day of closing on a per diem basis.

(b) Capital Contribution. In addition, at the closing andtransfer of title of each Parcel to the first Owner other thanDeclarant, such Owner shall contribute working capital in theamount of $150 to the Association and $100 to the Master Associa—tion. This contribution to the Association shall be used for thepurpose of initial and nonrecurring capital expenses of theAssociation and for providing initial working capital for theAssociation. Such contribution shall not be considered as apre—payrnent of assessments.

Section 7.6 Effect of Nonpayment of Assessment; flernediesof the Association.

(a) Late Fees, Interest. Any assessment not paid withinfive (5) days after the due date shall be subject to a late feeas determined from time to time by the Board of Directors and

may, upon resolution of the Board of Directors, bear interest ata percentage rate determined by such Directors.

(b) Creation of Lien. All annual and special GeneralAssessments, Parcel Assessments and Master Association assess-ments shall, together with any late fee, interest and costs of

465 FtCE299—16--

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collection when delinquent, including reasonable attorneys fees(together, the Assessment Charge"), shall be a charge andcontinuing lien upon the Parcel against which the Assessment ismade. The lien provided for in this Section shall be perfected bythe filing of a notice of lien in the Walton County, Floridapublic records in favor of the Association or Master Association,as appropriate, for the benefit of all Owners.

(c) Foreclosure of Lien. The Association or Master Associa-tion may bring an action at law against the Owner or Ownerspersonally obligated to pay such assessments or foreclose thelien against the Parcel for the Assessment Charge in the mannerprovided below. The Association and Master Association, actingon behalf of the Owners, shall have the power to bid for aninterest in any Parcel foreclosed at such foreclosure sale and toacquire and hold, lease, mortgage and convey the same.

(d) Qiazs Acceptance. The Assessment Charge shall also bethe personal obligation of the person or entity which was theOwner of such Parcel at the time when the assessment was leviedand of each subsequent Owner thereof. Each Owner of a Parcel, byacceptance of a deed or other transfer document therefor, whetheror not it shall be so expressed in such deed or transfer docu-ment, is deemed to covenant and agree to pay the Association andMaster Association as applicable the assessments established ordescribed in this Article, Each Owner, by his acceptance of titleto a Parcel, hereby expressly vests in the Association and MasterAssociation the right and power to bring all actions against suchOwner personally for the collection of such Assessment Charge asa debt and to enforce the aforesaid by all methods available forthe enforcement of such liens, including foreclosures by anaction brought in the name of the Association or Master Associa—tion in a like manner as a mortgage lien on real property, andsuch Owner is deemed to have granted to the Association andMaster Association a power of sale in connection with such lien.No Owner may waive or otherwise escape liability for the Assess-ment Charge by abandonment of his Parcel.

(e) Subordination of the Lien to Mortgages. The lien of theAssessment Charge shall be inferior and subordinate to the lienof any bank, savings and loan association or other recognizedinstitutional lender holding a Mortgage now or hereafter placedupon the Parcel, but only to the extent of the Mortgage balanceoutstanding as of the date the notice of an assessment lien wasfirst recorded against the Parcel, plus interest and reasonablecosts of collection accruing thereafter. Sale or transfer of anyParcel shall not affect the assessment lien; however, the sale attransfer of any Parcel pursuant to foreclosure of such a Mortgagemay extinguish the lien of an Assessment Charge as to paymentswhich became due prior to such sale or transfer. No sale or

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45 c3C1*' fl'r -

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transfer shall relieve the transferees of such Parcel fromliability for any assessments thereafter becoming due or from thelien thereof.

(f) Other Remedies. The Board of Directors by majority voteshall have the right to assess fines arid to suspend the votingrights and the right to the use the Common Property by an Ownerfor any period during which any assessment against his Parcelthat is more than thirty (30) days past due remains unpaid, andfor a period not to exceed sixty (60) days for any infraction ofthe other provisions of its published Book of Resolutions or ofthis Declaration.

Section 7.7 certificate of Payment. The Treasurer of theAssociation, upon demand of any Owner liable for an assessment,shall furnish to such Owner a certificate in writing settingforth whether such assessment has been paid. Such certificate,when co—signed by the Secretary of the Association, shall beconclusive evidence of payment of any assessment therein statedto have been paid.

Section 7.8 Budget.

(a) Fiscal Year. The fiscal year of the ssociation shallconsist of the twelve month period commencing on January 1 ofeach year.

(b) Initial Budget. The Declarant shall establish the budgetfor the fiscal year in which a Parcel is first conveyed to anOwner other than Declarant.

(c) Preparation and Approval of Annual Budget. CommencingDecember 1 of the year in which a Parcel is first conveyed to anOwner who is not the Declarant, and on or before December 1 ofeach year thereafter, the Board of Directors shall adopt a budgetfor the coming year containing an estimate of the total amountwhich it considers necessary to pay the cost of all expenses tobe incurred by the Association to carry out the responsibilitiesand obligations of the Association, including without limitation,the cost of wages, materials, insurance premiums, services,supplies and other expenses for the rendering to the Owners ofall services required hereunder. Such budget shall also includesuch reasonable amounts as the Board of Directors considersnecessary to provide working capital for the Association and toprovide for a general operating reserve and reserves for con—tingencies and replacements. The Board of Directors shall sendto each Owner a copy of the budget, in a reasonably itemized formwhich sets forth the amount of the assessments payable by eachOwner, on or before December 15 preceding the fiscal year towhich the budget applies. Such budget shall constitute the basisfor determining each Owners General Assessment as providedabove.

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QFFu;AL RECORDS(d) Reserves. The Association may in its discretion mthntain

reserves for (i) working capital, (ii) contingencies, (iiL) re-placements, and (iv) the performance of such other coordinatingor discretionary functions not contrary to the terms of thisDeclaration which the Board of Directors may from time to timeapprove, which shall be collected as part of the annual GeneralAssessment as provided above. Extraordinary expenditures notoriginally included in the annual budget which may become neces-sary during the year shall be charged first against such re-serves. Except in the event of an emergency, reserves accumu—lated for one purpose may not be expended for any other purposeunless approved by a majority vote of the Members of the Associa—tion. If the reserves are inadequate for any reason, includingnonpayment of any Owners assessment, the Board of Directors mayat any time levy an emergency assessment in accordance with theprovisions of this Article VII, which may be payable in a lumpsum or in installments as the Board of Directors may determine.In the event there is a balance of reserves at the end of anyfiscal year and the Board of Directors so determines, any excessreserves may be taken into account in establishing the nextyears budget and may be applied to defray general expensesincurred thereunder.

(e) Effect of Failure to Prepare ox Adopt Budget. Thefailure or delay of the Board of Directors to prepare or adopt anannual budget or adjusted budget for any fiscal year shall notconstitute a waiver or release in any manner of an Ownersobligation to pay his assessment as herein provided whenever thesame shall be determined. In the absence of any annual Associa-tion budget or adjusted budget, each Owner shall continue to paythe assessment at the then existing rate established for theprevious fiscal period in the manner such payment was previouslydue until notified otherwise.

(f) Accounts. Except as otherwise provided herein, all sumscollected by the Board of Directors with respect to assessmentsagainst the Owners may be commingled in a single fund.

Section 7.9 Exempt Property. The following propertiessubject to this Declaration shall be exempted from the assess-ments, charges and liens created herein: (a) All propertiesdedicated to and accepted by a governmental body, agency orauthority; (b) All Common Property; and (c) All Parcels owned byDeclarant which have not been occupied.

Section 7.10 Real Estate Taxes. In the event the CommonProperty is taxed separately from the Parcels deeded to Ovners,the Association shall include such taxes as part of the GeneralAssessment. In the event the Common Property is taxed as acomponent of the value of the Parcel owned by each Owner, itshall

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be the obligation of each Owner to promptly pay such taxes priorto their becoming a lien on the Property.

ARTICLE VIII

ARCHITECTURAL CONTROL

Section 8.1 Construction Subject to Architectural Control.No construction, modification, alteration or improvement of anynature whatsoever, except for interior alterations not affectingthe external structure or appearance of any House, shall beundertaken on any Parcel unless and until a plan of such con-struction or alteration shall have been approved in writing bythe ARD. Modifications subject to ARB approval specificallyinclude, but are not limited to, painting or other alteration ofthe exterior appearance of a House (including doors, windows androof), installation of antennas, satellite dishes or receivers,solar panels or other devices, construction of docks, fountains,swimming pools, whirlpools, or other pools, construction ofprivacy walls or other fences, addition of awnings, gates, flowerboxes, shelves, statues, or other outdoor ornamentation, pat-terned or brightly colored window coverings, any alteration ofthe landscaping or topography of the Property, including withoutlimitation any cutting or removal of trees, planting or removalof plants and creation or alteration of lakes or similar featuresof the Property and all other modifications, alterations orimprovements visible from the Common Roads or other Parcels.

Section 8.2 PrQçfls.

(a) Application. The items to be submitted to the ARB forapproval shall include (i) the construction plans and specifica-tions, if any, including all proposed landscaping, (ii) anelevation or rendering of all proposed improvements, if any, and(iii) such other items as the ARD may deem appropriate. Noconstruction on any Parcel or the Property shall be commenced andno Parcel shall be modified except in accordance with such planor modification thereof that has also been approved by separateapplication.

(b) Basis for Decision. Approval shall be granted or deniedby the ARB based upon compliance with the provisions of thisDeclaration, the quality of workmanship and materials. theharmony of external design with its surrounds and other standardsor guidelines promulgated from time to time, the efEect of theconstruction on the appearance from surrounding Parcels, and allother factors, including purely aesthetic considerations, whichin the sole opinion of the ARB will affect the desirability orsuitability of the construction.

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(c) Uniform Prpcedurq. The AR may establish uniformprocedures for the review of applications, including the assess-ment of review costs and fees, if any, to be paid by the appli-cant, and the requirement of a security deposit or compliancebond to ensure the full and timely compliance by the applicantwith the conditions imposed by the ARD.

(d) Notification. Approval or disapproval of applicationsto the ARB shall be given to the applicant in writing withinsixty (60) days of receipt thereof by the AEB in accordance withthe procedures adopted by the ABS. In the event approval ordisapproval is not forthcoming within sixty (60) days, unless anextension is agreed to by the applicant, the application shall bedeemed approved and the construction of the improvements appliedfor may be commenced provided that all such construction is inaccordance with the submitted plans and provided further thatsuch plans conform in all respect to the other terms and provi-sions of this Declaration.

Section 8.3 Liability. Approval by the ARB of an applica—tion by an Owner shall not constitute a basis for any liabilityof the members of the ARE, the Master Association, the Associa—tion or Declarant far any reason including, without limitation,(i) failure of the plans to conform to any applicable buildingcodes, or (ii) inadequacy or deficiency in the plans resulting indefects in the improvements.

Section 8.4 jmifltJjn. Nothing shall be erectea,constructed, planted, or otherwise placed in such a position(subsequent to the initial construction of improvements on theProperty by Declarant) so as to create a hazard or block thevision of motorists upon any of the Common goads, which are partof, adjacent to or near the Property. No modification, altera-tion or improvement shall interfere with those easements or otherrights set forth in this Declaration or the Sandestin Declara-tion, Without limiting the generality of the foregoing, no fence,wall or other improvement may be constructed adjacent to any golfcourse which would obstruct play or the retrieval of balls.

ARTICLE IX

US OF PROPERTY

section 9.1 thtective Covenants. In order to keep theProperty a desirable place to live for all Owners, the followingprotective covenants are made a part of this Declaration:

(a) Parcel Desiptipns. No Parcel shall be further sub-divided or separated into smaller parcels by any Owner.Declarant shall have the right to modify subdivision plats of the

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Property if all Owners to whom Parcels on the modified plat havebeen conveyed consent to such modification, which consent shallnot be unreasonably withheld or delayed.

(b) Residential Use. Each Parcel shall be used, improvedand devoted exclusively to single family residential use, arLd forno commercial purpose. No time—share ownership of Parcels ispermitted without Declarants approval. Nothing herein shall bedeemed to prevent the Owner from leasing a House, subject to allof the provisions of the Declaration, Articles, Bylaws and Bookof Resolutions.

(c) Occupancy of Units. No House may be occupied at any timeby a number of persons, including adults and minors, in excess ofthree (3) persons per bedroom.

(d) Nuisances: Other Improper Use. No nuisance shall bepermitted to exist on any Parcel or Common Property so as to bedetrimental to any other Parcel in the vicinity thereof or to itsoccupants, or to the Common Property. No immoral, offensive, orunlawful use shall be made of the Property or any part thereof.All laws, zoning ordinances, orders, rules, regulations, orrequirements of any governmental agency having jurisdictionthereof, relating to any portion of the Property, shall becomplied with, by and at the sole expense of the Owner or theAssociation, whichever shall have the obligation to maintain orrepair such portion of the Property. No waste will be committedupon the Common Property.

(e) Insurance. Nothing shall be done or kept in any House,Yard or in the Common Property which will increase the rate ofinsurance for the Property or any other Parcel, or the contentsthereof, without the prior written consent of the Association.No Owner shall permit anything to be done or kept in his House,Yard or in the Common Property which will result in the cancel-lation of insurance on the Property or any other Parcel, or thecontents thereof, or which would be in violation of any law.

(f) Access. Owners shall allow the Board of Directors orthe agents and employees of the Association or Master Associationto enter any Parcel for the purpose of maintenance, inspection,repair, replacement of the improvements within the Yards, or incase of emergency, for any lawful purpose, or to determinecompliance with this Declaration.

(g) Pets. Pets may be kept by an Owner on his Parcel butonly if such pets do not constitute a nuisance on the Property.All pets must be held or kept leashed or otherwise appropriatelyrestrained at all times that they are in the Common Property OrYards and all owners of pets shall be held strictly responsible

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OUF,to immediately collect and properly dispose of the wastes andlitter of their pets. The Association reserves the riglt todesignate specific areas within the Common Property where petsmay be walked on leashes by their Owners. The Associationfurther reserves the right to demand that an Owner permanentlyremove from the Properties any and all pets which create disturb—ances or annoyances that constitute nuisances.

<h) Signs. No sign, advertisement or notice of any type ornature whatsoever shall be erected or displayed upon any Parcel,House, Common Property or Yard or from any window, unless expressprior written approval of the size, shape, content, appearanceand location has been obtained from the Board and the ARD, whichapproval may be arbitrarily withheld. Notwithstanding theforegoing, Declarant shall be permitted to post and displayadvertising signs on the Property for the marketing, sale orrental of Parcels.

(i) Parking. The parking of any automobile or golf cartupon any portion of the Property is prohibited except in areas ofthe Parcels expressly provided for same or as may be approved inwriting by the Board of Directors. In addition, automobileparking on any Parcel shall be limited to the reasonable numberof automobiles appropriate to the residential use of thatParcel. No boats or recreational vehicles may be stored orparked within the Property. Only automobiles bearing currentlicense and registration tags, as required pursuant to state law,shall be permitted to be parked on any of the Property. Allparking within the Property shall be in accordance with rules andregulations adopted by the Associa— tion and all parking withinthe other portions of Sandestin shall be in accordance with rulesand regulations adopted by Declarant or the Master Association.Golf carts within the Property shall be subject to MasterAssociation rules as to design, maintenance and use.

(j) Motorcycles, Etc. No motorcycles, mopeds or go—cartsshall be allowed on the Common Roads or elsewhere within theProperty.

(k) Visibility at Street Intersections. No obstruction tovisibility at street intersections shall be permitted. The ARBshall have the right to adopt additional restrictions concerningthe height and type of trees and shrubs within any of the Parcels.

(1) Clotheslines. No clothesline or other clothes—dryingfacility shall be permitted in any of the Yards or other portionsof the Property where it would be visible from any Common Road orany other Parcel.

4F5 3O6-23-

1C5 rn3O7Di ICIAt RECORDS

(in) Garbage and Trash Containe. All garbage and trashcontainers must be placed and maintained in accordance with rulesand regulations adopted by the Board of Directors. @o garbage ortrash shall be placed elsewhere and no portion of the Propertyshall be used for dumping refuse.

(n) Antennas and Other Devic. Unless prior writtenapproval has been obtained from the Board of Directors and theARS, no exterior radio or television antenna, satellite dish orother receiving or transmitting device, antenna or aerial, solarpanel or other solar collector, windmill or any similar exteriorstructure or apparatus may be erected or maintained anywherewithin the Property.

(o) window Air Conditioners. No window air conditioningunit shall be installed in any of the Houses without the priorapproval of the ARS.

(p) Temporary Structures. No structure of a temporarycharacter, including without limitation any trailer, tent, shack,barn, shed, or other outbuilding, shall be permitted on anyParcel at any time, except temporary structures maintained forthe purpose of construction and marketing of the House, whichshall not exceednine (9) months.

(q) Oil and Mining Operations. No oil drilling, oil de-velopment operations, oil refining, quarrying or mining opera-tions of any kind shall be permitted upon or in any parcel, norshall oil wells, tanks, tunnels, mineral excavations or shafts bepermitted upon or in any Parcel. No derrick or other sttucturedesigned for use in boring for oil or natural gas shall beerected, maintained or permitted upon any Parcel or on theProperty.

(r) Water Supply and Sewerage. Except as provided inSection 6.8(b), no individual well or septic tank will bepermitted on any Parcel without Declarant's prior writtenconsent. No Owner shall obstruct or make any modification oralteration of the master irrigation water supply system, if any,without the prior approval of the Association.

(s) Fuel Storage Tanks. No fuel or gas storage tanks shallbe permitted on any Parcel, except that an Owner may maintain asmall gas bottle or tank for gas barbeques and fireplaces in anarea on his Parcel specifically approved by the ARS.

(t) Garages. Garage doors shall be kept closed except whenautomobiles are entering or leaving the garage.

(u) Soliciting. No soliciting will be allowed at any timewithin the Property.

fl4& Fft3u?-24-

4' OFFIOAL RECOj i

465 cF3O8

II— RML [CORtS .(v) Maintenance. The portions of the House visible from

other Parcels or portions of the Property, and all Yards andentrances must be kept in an orderly condition so as not todetract from the neat appearance of the Property. The Associa-tion, in its sole discretion, may determine whether or not thevisible portions of the Houses and Yards satisfy this require-ment. After ten (10) days written notice, the Association mayhave any objectionable items corrected or removed from the Houseor Yard so as to restore its orderly appearance, without liabi—lity therefor, and charge the Owner for any costs incurred in theprocess, all as more particularly set forth in Article VI above.

(w) fla. No trees shall be cut or removed from theProperty without approval of the ARB, which may be conditionedupon such factors as the Owners mitigation and overall landscapeplans for the Parcel.

(x) Minimum House Area. Each House constructed upon theProperty must contain at least two thousand (2,000) square feetof heated and air—conditioned floor area.

(y) Fences. etc. The use of fences, walls and other formsof visual screens throughout the Property shall be subject toprior ARD approval, and shall be limited to those portions of theParcels closely surrounding the Houses, so as not to unneces-sarily or unduly restrict the view of others.

(z) Building Restriction Lines. On any Parcel which abutsChoctawhatchee Bay, no House or other structure shall be builtwithin fifty (50) feet of the rear boundary of the Parcel or thebulkhead or retaining wall at the rear of the Parcel, whereapplicable, measured from the nearest vertical plane or exteriorwall of the House or any attachment more than four (4) feet abovethe natural grade of the Parcel. The ARB may, with Declarantsconsent, vary the foregoing and any platted restriction lines,and may establish such further restriction lines for constructionwithin the Property or any Additional Property.

(aa) Ancillary Structures. Any ancillary structures such asdetached garages or guest quarters to be erected upon the Parcelshall be constructed of the same materials and in the samearchitectural style as the House, and shall be subject to thesame setbacks, approval of the ARD and other restrictions applic-able to the House itself.

Zectiorl 9.2 Amendments and Modifications. The Board ofDirectors and the ARD may from time to time adopt and amend rulesand regulations governing the details of the operation, use,maintenance and control of the Houses, Parcels, Yards, CommonProperty and any facilities or services made available to theOwners. A copy of the rules and regulations adopted from time totime as herein provided shall be furnished to each Owner.

-25- t65 çOBoFF\C'

465 FCE3O9

.AL RECORDSSection 9.3 Compliance.

(a) Owner's Responsibility. It shall be the responsibilityof all Owners, family members of Owners, and their authorizedguests and tenants to conform with and abide by the rules andregulations in regard to the use of the Houses, Parcels, CommonProperty and Yards which may be adopted in writing from tine totime by the Board of Directors or the ARB, and to see that allpersons using the Owners' Parcels with their consent do like,ñse.

(b) YjQjajon. Upon violation of any of the rules orregulations adopted as herein provided, or upon violations of anyof the provisions of this Declaration by an Owner, or his family,tenants, or guests, the Association may levy fines as determinedby the Board of Directors. To enforce the rules and regulationsand the provisions of this Declaration, the Association or anyOwner may bring an action for specific performance, declaratorydecree or injunction, and the successful prevailing party mayrecover its costs and attorneys' fees in such suit.

Section 9.4 Personal Services. Employees of the Associa-tion and of the Master Association shall not be required toattend to any personal matters or business of Owners, nor shallthey be permitted to leave the Property on any private businessof Owners. The uses and functions of such employees shall begoverned by the Board of Directors of the Association and by theMaster Association. In the event personal services ate providedto Owners by any of the employees of the Association or MasterAssociation, neither the Association nor Master Association willassume any responsibility or be liable for, in any manner, thequality of such services or work provided, nor do they warrantsuch services or work. In addition, neither the Association northe Master Association shall be liable for any injury to personsor damage to property resulting from any act or omission by thoseperforming such personal work or services for Owners.

ARTICLE X

INSURANCE

Section 10.1 Tyt,es of Cove_rage.

(a) Insurance of Common Pxppt_ties. The Board of Directorsmay obtain and, if additional Common Properties with significantinsurable improvements are added to the Property, shall berequired to obtain and maintain, the following insurance asappropriate:

(i) Fire insurance on the Comnion Property and anyimprovements constructed thereon, but, only if

41j5 €3O9

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4G5 ?cE3jQ

uvvcAL RECORDS

their aggregate replacement cost exceeds thesum of $10,000, with extended coverage,vandalism, malicious mischief and windstormendorsements in an amount not less than thatnecessary to comply with the coinsurancepercentage stipulated in the policy, aad inany event not less than 80% of the insurablevalue (based upon replacement cost) of theimprovements constructed on the CommonProperty; and

(ii) Public liability insurance in such limits asthe Board of Directors may from time to timedetermine, insuring against any liabilityarising out of, or incident to, the ownershipand use of the Common Property or adjoiningthe Property. Such insurance shall be issuedon a comprehensive liability basis and shallcontain a severability of interest endorse-ment 4yhich shall preclude the insurer fromdenying the claim of an Owner because ofnegligent acts of the Association, the Boardof Directors or other Owners. The Board ofDirectors shall review such limits once eachYear. tf insurance is required to be obtained,in no event shall insurance be less than$500,000 with respect to any one person,$1,000,000 with respect to any one accident oroccurrence and $100,000 with respect to anyclaim for property damage.

(b) Insurance of the Parcels. It shall be the responsi-bility of each Owner to obtain, at his own expense, liabilityinsurance with respect to the ownership and use of his Parcel,including his House and Yard, and the Association shall not beresponsible for obtaining such insurance or have any liabilitywhatsoever in connection therewith. Each Owner shall also obtainand maintain fire insurance and insurance against the perilscustomarily covered by an extended coverage endorsenient in anamount equal to not less than the full replacement cost of theHouse and, upon request therefor, shall submit evidence of suchinsurance coverage together with evidence of payment of the roostrecent premium thereCor to the Association.

Cc) Director and Officer Liability Insurance. The Board ofDirectors may obtain as a matter of common expense, payable fromthe General Assessments, liability insurance against personalloss for actions taken by members of the Board and officers ofthe Association in the performance of their duties. Such insur-ance shall be of the type and amount determined by the Board ofDirectors in its discretion.

465 FCE31fl—27—

' OFFICIAL sacO!p

465 P!CE311

UFFiC;AL RECORDS

(d) Other cQverace. The Board of Directors shall obtain andmaintain worker's compensation insurance if and to the extentnecessary to meet the requirements of law, and such other insur-ance as the Board of Directors may determine or as may be re-quested from time to time by a majority of the Owners.

Section 10.2 Repair and Reconstruction After Fire or OtherCasualty.

(a) Common Property. In the event of damage to or destruc-tion of all or any of the improvements on the Conunon Property asa tesult of fire or other casualty, the Board of Directors shallarrange for and supervise the prompt repair and restoration ofsuch improvements substantially in accordance with the plans andspecifications under which the improvements were originallyconstructed, or any modification thereof approved by the Board.The Board of Directors shall proceed towards reconstruction ofsuch improvements as quickly as practicable under the circum-stances and shall obtain funds for such reconstruction from theinsurance proceeds and any special assessments that may benecessary after exhaustion of reserves for the repair andreplacement of such improvements.

(b) Houses. Any Owner whose House is destroyed or damagedby fire or other casualty shall immediately proceed to rebuildand restore his House to the condition existing immediately priorto such damage or destruction, unless other plans are approved inaccordance with the provisions of Article VIII above.

(c) 2aimination. Anything herein to the contrary notwith—standing, in the event (i) more than two—thirds (2/3) of theHouses on the Property, in value, are destroyed by fire or othercasualty, and (ii) eighty percent (80%) of the Owners (either byvote at a regular or special meeting or by executing a writtendocument, within 90 days after the date of such damage or de-struction) and the mortgagees holding Mortgages on seventy—fivepercent (75%) of the Parcels encumbered by Mortgages agree towaive and terminate the provisions hereof, then neither theHouses nor the Common Property need be rebuilt.

ARTICLE XI

GENERAL PROVISIONS

Section 11.1 Duration. This Declaration, as amended fromtime to time, shall run with and bind the Property and shallinure to the benefit of and be enforceable by Declarant, theAssociation, the Owners, and the owners of property withinSandestin, their respective legal representatives, heirs, suc—cessors or assigns, for a term of twenty (20) years from the date

28-465 FGEJ11

UFFIU RECORDS

4S5 ?.cE312L!/,

this Declaration is recorded in the public Records of !a1tonCounty, Florida, after which time all of said provisions shall beextended automatically for successive periods of ten (10) yearseach unless an instrument or instruments signed by the thenOwners holding seventy-five percent (75%) of the total votes inthe Association shall have been recorded, agreeing to terminateall of said provisions as of a specified date. Unless thisDeclaration is terminated as provided above, the Associationshall rerecord this Declaration or other notice of its terms atintervals necessary under Florida law to preserve its effect.

Section 11.2 Condemnation. In the event all or part of theCommon Property owned by the Association shall be taken orcondemned by any authority having the power of eminent domain,all compensation and damages shall be paid to the Association.The Board of Directors shall have the right to act on behalf ofthe Association with respect to the negotiation and litigation ofthe taking or condemnation affecting such Property. The Ownersmay, by a vote of eighty percent (B0%) of the total voting powerhereunder, agree to distribute the proceeds of any condemnationor taking by eminen€ domain, and if the Owners shall not so agreesuch proceeds shall be added to the funds of the Association.

Section 11.3 Proceeds from Sale of Utilities. In the eventthe Declarant sells and conveys any or all of the utility ease--ments or utility systems, all compensation and other proceedsfrom such sale and conveyance, if any, shall accrue to Declarant.

Section 11.4 jqtjes. Any notice required to be sent tothe Owner of any Parcel under the provisions of this Declarationshall be deemed to have been properly sent when mailed, postageprepaid, or hand delivered to the Parcel and to the last knownaddress of the person who appears as Owner of such Parcel on therecords of the Association at the time of such mailing, ifdifferent.

Section 11.5 Enforcement. In addition to the enforcementprovisions previously set forth in this Declaration, the provi-sions of this Declaration may be enforced by any Owner, theAssociation, Declarant (as long as it holds any interest in theProperty or Sandestin) or, insofar as such violation affectsother portions of Sandestin, by any owner of any interest inSandestin, including the Master Association on behalf of suchowners, by a proceeding at law or in equity against any person orentity violating or attempting to violate same, either to re-strain violation or to recover damages, and against his or itsParcel to enforce any lien created by this Declaration. Failureto so enforce any of these protective covenants and restrictionsshall in no event be deemed a waiver of the right to do so at anytime thereafter.

-29-465 312

465 PME313

FCORDSSetjpjJ6 Interpretation. The provisions of thisDeclaration shall be liberally construed to effectuate theirpurpose of creating a uniform and consistent plan for the de-velopment and operation of the Property as an integral part ofSandestin.

Section 11.7 Invalipit.x. The invalidity of any part ofthis Declaration shall not impair or affect in any manner thevalidity, enforceability or effect of the balance of theDeclaration which shall remain in full force and effect.

Section 118 Gefler and Number. The use of the masculinegender herein shall be deemed to include the feminine or neutergender and the use of the singular shall be deemed to include theplural, whenever the context so reguires.

Section 11.9 Rules and Regulations. All Owners shallcomply with the rules and regulations adopted and amended fromtitie to time by the Board of Director& the ARB and thisDeclaration. Such rules and regulations shall be for the purposeof elaboration and administration of the provisions of thisDeclaration and shall relate to the overall development of theProperty, and shall not in any way diminish the powers ofself—government of the Association.

Section__1L1O Amendment. This Declaration may be amended atany time by an instrument signed by the President or Vice Presi-dent and Secretary or Assistant Secretary of the Association,certifying that such amendment has been adopted by Owners holdingseventy—five percent (75%) of the total voting power in theAssociation, either in person or by proxy at a duly calledmeeting, or by written consent without meeting in a mannerpermitted by law, which amendment shall become effective upon itsfiling in the public records of Walton County, Florida; provided,however, that:

(a) As long as Declarant is an Owner of any unsold Parcel,no amendment shall become effective without the written consentof Declarant.

(b) Declarant specifically reserves the absolute and uncon-ditional tight so long as it owns any of the Property to amendthis Declaration without the consent or joinder of any party(i) to conform to the requirements of the Federal Home LoanMortgage Corporation, Veterans Administration, Federal NationalMortgage Association or any other generally recognized institu-tion involved in the guaranty, insurance, endorsement or purchaseand sale of home loan mortgages or (ii) to conforrtt to the re—guirements of institutional mortgage lenders or title insurancecompanies or (iii) to clarify the provisions hereof.

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L RECOpo

465 P$CL314

R[ C

(c) The proposed merger or consolidation oL t1e Associationwith another association in the manner described in Section 3.3above shall require the approval of fifty percent (50%) of thetotal voting power of the Association.

Section lljJ. Consent of Morteagees. This Declarationcontains provisions concerning various rights, priorities,remedies and interests of the holders of Mortgages. Such pro-visions are to be construed as covenants for the protection ofthose mortgagees on which they may rely in making loans securedby tlortgages on the Parcels. Accordingly, no amendment ormodification of this Declaration impairing such rights, priori-ties, remedies or interests of a mortgagee shall be adoptedwithout the prior written consent of such Mortgagee. If there ismore than one mortgagee holding a Mortgage on the Parcels, itshall be sufficient to obtain the written consent of all mart—gagees holding a lien on eighty percent (80%) or more of theParcels; provided, however, that in the event one mortgagee isholding a lien on seventy percent (70%) or more of the Parcelsencumbered by the mortgagees, the written consent of such Nort—gagee alone shall be sufficient. Any such required consent shallbe given promptly and shall not be unreasonably withheld and anyconsent not given or denied within 30 calendar days of receiptthereof shall be deemed given for purposes hereof This Sectionshall not apply or be construed as a limitation upon those tightsof the Declarant, the Association or the Owners under thisDeclaration to make amendments which do not adversely affect themortgagees.

£ction 11,12 Legal Fees. All attorneys fees and courtcosts which may be incurred by the Association in the enforcementof any of the provisions of this Declaration, regardless ofwhether such enforcement requires judicial action, shall beassessed against and collectible from the Owner against whom suchaction was taken and shall be a lien against such Owners Parcelin favor of the Association.

Section 11.13 Action Without Meeting. Any action requiredto be taken hereunder by vote or assent of the Members may betaken in the absence of a meeting by obtaining the writtenapproval of the requisite number of Members. Any action soapproved shall have the same effect as though taken at a meetingof the Members, and such approval shall be duly filed in theminute book of the Association.

Section 11.14 Law to Govern. This Declaration shall beconstrued in accordance with the laws of the State of Florida,both substantive and remedial.

-3l4G ?/rE3j4

485 r315- Th..tAt. RECORDS

IN WITNESS WUEREOF, this Declaration has been executed as ofthe day and year first above written.

Witnesses:

zz/ 7SANDESTIN BAY ESTATESDEVELOPERS, INC.

By

STATE OF FLORIDACOUNTY OF 1

The foregoing instrument was apknqwledged efore me this L"day of. Dcember, 1987, by I' .cHL !u as/.;i( U of Saridestin Bay Estates Devè1oers, Inc., aFlorida corporation on behalf of the corporation.

WOTAkY PUtTt rWIE IjY toMIss1OtXP. APR

flfl%nr ;S.216Gb

Notary Public, State of Floridaat Large

My Commission Expires:

465 rftct 315-32-REeD

DECLARATION OF EASEMENT AND RESTRICTIVE CCVENMrFS(Sandestiri Bay Estates Hardwood and Archaeological Preserve)

THIS DECLARATION is made as of the 1st day of June, 1989 bySANDESTIN BAY ESTATES DEVELOPERS, INC., a Florida corporation("Declarant")

WHEREAS, Declarant is the owner of those parcels of land knownas Lots 8 through 11, Mock B, Phase 2 of Sandestin Bay Estates,according to the plat thereof filed in Flat Book 8, page 7, publicrecords of Walton County, Florida, together with that portion ofBay Estates Drive, a private right—of—way, which adjoins thoseplatted lots (collectively, the "Affected Land," which is depictedin the attached Exhibit A); and

- C

—

NOW, THEREFORE, in consideration of the premises, it isdeclared that:

WHEREAS, portions of the Affected Land contain areas ofarchaeological, natural and biological significance which Declarantdesires to preserve by way of the restrictive covenants andeaseTnent established by this instruruent

1. Hardwood Preserve, Without the prior written consent ofSandestin Corporation, a Florida corporation ("Sande5tin"), nochange shall be made or permitted in the elevation, appearance orvegetation of the land described in the attached Exhibit B("Hardwood preserve Nc. 1") or Exhibit C ("Hardwood Preserve No.2"), including without limitation any excavation, clearing, treecutting, filling, grubbing, hoeing, dumping, burning, constructionof improvements or the like, nor shall any change be made in theelevation of the adjoining grade so as to materially affect thenatural flow of surface water to or from Hardwood Preserve No. 1or Hardwood Preserve No. 2.

2. Archaeological Preserve. Without the prior writtenconsent of Sandestin, no excavation or construction of anyinprovetc*nts shall be done or permitted within that land describedin the attached Exhibit D ("Archaeological Preserve No. 1").

3. Easement. The land described in that attached Exhibit E(the "Easement Area") shall be subject to a nonexciusive, perpetualeasement appurtenant to and in favor of Lots 9 and 10, Block B ofthe Affected Land for the purposes of pedestrian and vehicularingress an egress and utilities installation, maintenance andrepair. The cost of constructing and maintaining the driveway andutilities lines within the Easement Area shall be borne ratably bythe party or parties benefited by same (or by Sandestin OwnersAssociation, Inc. ("SOA") on their behalf) , and the benefitedparties shall exercise the highest degree of care to prevent injuryor damage to the Easement Area in the employment of the easement

rights granted herein, and shall restore any damage to the EasementArea which might occur as a result thereof. In the event of adispute as to the allocation of the costs of maintaining theEasement Area or the rights of the benefited parties hereunder, thethen current board of directors of SOA shall serve as arbitratorsof such dispute in accordance with the rules of the FloridaArbitration Code then in effect. Declarant reserves the right. atits discretion and expense at any time within two (2) years afterthe date of this Declaration, to reconfigure or relocate theEasement Area and the driveway, utilities lines and otherimprovements therein, provided such relocation or reconfigurationdoes not materially interfere with the purposes of the foregoingeasement rights.

4. Effect. This Declaration shall run with the AffectedLand, and shall bind and inure to the benefit of the ownersthereof, their successors and assigns forever. By their executionof this instrument, SOA and Sandestin Residential OwnersAssociation No. 1, Inc. hereby acknowledge and consent to thecreation of the foregoing restrictive covenants and easement, andagree to be bound thereby. Declarant and Sandestin shall have theright to assign (and to withdraw the assignment of) theirrespective rights and authority under this Declaration from timeto time by written instrument recoraed in the Walton County,Florida public records describing this Declaration, the nature ofthe rights or authority assigned or withdrawn, and the identity ofthe grantee of those rights or authority.

IN WITNESS WHEREOF, this Declaration has been executed as ofthe day and year first above written.

Signed, sealed and deliveredpresence of:

J

•

/Uf'i'czL-!•

)

',;.--

SANDESTIN BAY ESTATESDEVELOPERS, INC.fl\

By:ifà Vice President

SANDESTIN OWNERS ASSOCLA!LIPN,

Its Vita President

SANDESTIN RESIDENTLASSOCIA-TION NO. '( INC.

:7/By: /7

, tflL

Its Vice President

STATE OF FLORIDACOUNTY OF WALTON

The foregoing instrument was acknowledged before ne this jYuday of June, 1989, by Thomas S. Patton as Vice President ofSandestin Bay Estates Developers, Inc., a Florida corporation, onbehalf of the corporation

/1 // • (k'

Notary PublicMy Commission Expires:

NOTARY PUSLIC. STATE OF FLORIDA.MY COMM(SSIOU EXPHES APR!L 2C. 992,STATE OF FLORIDA ETHRuNoTARYpuwcuNDzPwHpTEPS,

COUNTY OF WALTON

I,,The foregoing instrument was acknowledged before me thisday of June, 1989, by Thomas S. Patton as Vice President ofSandestin Owners Association Inc., a Florida corporation not forprofit, on behalf of the corporation.

/Ij /j cLCNotary Public)

My Coramissjon Expires:NOTARY PUBLIC. STATE OF FLORIDA.J,oY Cp4Mks$iDN EXPüi,: AFRft 25, 992.

SPATE OF FLORIDA OONOEDTiffiUWtARv P43LtCUNOPWRFTRS,

COUNTY OF WALTON

The foregoing instrument was acknowledged before me thisday of June, 1989, by Thomas S. Patton as Vice President ofSandestjn Residential Owners Assotjation NO. 1, Inc., a Floridatorporatjon not £ or profit, on behalf of the corporation.

SALJt 6C

Notary Public IMy Commission Expires:NOTARY P1BL%C. STATE OF FLCIDA.

S92ON EXFJi'— aP'L 26.MY CQMMSS RYpUBLICLi$DRWRIflRS.06232

EXHIBIT A

32' 1(LOT II)

PHASE 2SANDESTIN BAY

32 tO

OFESTA TES

3209

32(2(LOT 10)

BLOCK

CHOC7A WHATCHIE

NOT TO SC4LR

BAY

pBJ

3215

EXHIBIT B

Dr.SCRIPTIDN: }IfRDWPOD PRESERVE NO. I

A PARCEL OF LAND LYING I N FRAN I ONAL SECT IONS I 4 AND 23, TOWNSII I P 2 SOUTH, RANGE 21 WEST,WALTON COUNTY, FLORIDA, BE! NG A PORTION OF BAY ESTATES DRIVE AND LOTS B AND 9. BLOCK

rn" OF PHASE 2 OF SANDESTIN BAY ESTATES SURDIVISIOI4. AS RECORDED IN PLAT BOOK 8, AT

PAGE 7, Of THE PUDLIC RECORDS OF WALTON COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED

AS FOLLOWS:EEGI.N AT 1IIE SOU1}{LASJ COPNEP OF LOT 30, BLOCK , OF PHASE 2 or SANDESTIN BAY ESTATES

SUBDIVISION, AS RECORDED IN PLAT BOOK 8, Al PAGE 7, OF WE PUBLIC RECORDS OF WALTON COUNTY,

FLORIDA; 1 HENCE GO SOUTh D5 14! 4°" WEST, A DISTANCE OF 15.71 FEET; THENCE GO SOUTH

51Y17 35]! WEST, J\ DISTANCE OF 88.76 FEET; THENCE GO NORTH 71O '15" WEST, A DISTANCE

OF 72.02 FEET; THENCE GO NOR1II 6O14 ''18' WEST, A DIS1ANCE OF 39.7 FEET; THENCE GD

NORTH 24"16 35" WEST, A DISTANCE or 34.06 FEET; THENCE GO NORTH 4754'O4' WEST, A DISTANCE

OF 67.02 FEET; ThENCE GO NORTH 7911'39 WEST, A DISTANCE OF 88 FEET, MORE OR LESS,

TO A POINT ON THE MEAN HIGH WATER LINE OF CrIDCTAWHATCHEE BAY; THENCE MEANDER NORTHERLY

ALONG SAID lEAN HIGH WATER LINE TO A POINT WHICH LIES NORTH 19003061 EAST, A DISTANCE

OF 73.05 FEET FROM THE PRECEDING POINT; THENCE DEPARTING SAID MEAN HIGH WATER LINE,SOUTH 36°il39" EAST, A DISTANCE OF 56 FEET, MORE OR LESS; THENCE GO NORTH 83°48'2i'

T, A DISTANCE OF 26.63 FEET; THENCE GO SOUTH 6O°1l'33" EAST, A DISTANCE OF 55.97rtET; THENCE GO NORTH 32°12'43" EAST, A DISTANCE OF 44.90 FEET; THENCE GO NORTH 68°16' 19

EAST, A DISTANCE OF 54.23 FEET TO A POINT ON THE NORTHERLY BOUNDARY LINE OF LOT 9, BLOCK

"B", PHASE 2 OF SANDESTIN BAY ESTATES SUBDIVISION; THENCE GO SOUTH 58°49'07" EAST ALONG

SAID NORTHERLY BOUNDARY LINE, A DISTANCE OF 65.00 FEET; THENCE GO SOUTH 0704907 EAST

ALONG SAID NORTHERLY BOUNDARY LINE, A DISTANCE OF 44.45 FEET TO A POINT ON THE NORTHERLY

RIGhT-OF—WAY LINE OF BAY ESTATES DRIVE (R/W VARIES), BEING CURVED CONCAVE SOUTHWESTERLY

AND HAVING A RADIUS OF SO. DO FEET; THENCE GO SOUTHEASTERLY ALONG SAID CURVED RIGHT—OF—WAY

LINE, AN ARC DISTANCE OF 38.8B FEET (cH. 37.gl' , CH. BRG. = S 660591281 E) TO THE POINTOF BEGINNING.SAID PARCEL CONTAINS 0.64 ACRES, MORE OR LESS.