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05/25/2006 at 12:23 PM, Upon recording, return lo: Bryan Duke, Esq. 1401 Oven Park Drive Tallahassee, Florida, 3230& BOB INZER, CLERK OF COURTS Cross-Reference: Declaration: Book R2432 Page 01554 By-Laws: Book R2432 Page 01554 AMENDED,RESTATEDANDINTEGRATED DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS AND COMMUNITY COVENANT FOR THE SOUTHWOOD RESIDENTIAL COMMUNITY This Amended, Restated and Integrated Declaration of Covenants, Conditions, and Re-strictions and Community Covenant for the Southwood Residential Community ("Declaration") is made this cle,P-day of APr-,'L , ~, by The St. Joe Company, a Florida corporation ("Declarant"). WITNESSETH WHEREAS, on October 30, 2000, Declarant recorded that certain Community Covenant for Southwood in Deed Book 2429, Page 187, et seq., of the Official Records of Leon County, Florida (as amended and supplemented, the "Original Community Covenant"); and WHEREAS, on November 8, 2000, Declarant recorded that certain Declaration of Cove-nants, Conditions, and Restrictions for the Southwood Residential Community in Deed Book 2432, Page 01554, et seq., of the Official Records of Leon County, Florida (as supplemented and amended, the "Original Declaration"); and WHEREAS, pursuant to Section 9.2 of the Original Community Covenant, for a period of 30 years after the Original Community Covenant is Recorded, if Declarant or any Affiliate of Declarant owns any property described on Exhibit "A" or "B" of the Original Community Cove-nant, Declarant may unilaterally amend the Original Community Covenant, provided such amendment has no material adverse effect upon the title to real property subject to the Original Community Covenant without the consent of the affected Owner; and WHEREAS, pursuant to Section 20.1 of the Original Declaration, during the Class "B" Control Period, Declarant may unilaterally amend the Original Declaration for any purpose; and 114060v.J

OR BK 3513 PG 562 WHEREAS, on November 8, 2000, Declarant recorded those certain By-Laws of South-wood Residential Community Association, Inc., in Deed Book R2432, Page 01637, et seq., of the Official Records of Leon County, Florida ("Original By-Laws"), which Original By-Laws were attached to the Original Declaration as Exhibit "D"; and WHEREAS, pursuant to Section 6.7 of the Original By-Laws, during the Class "B" Con-trol Period, the Class "B" Member may unilaterally amend the Original By-Laws; and WHEREAS, Declarant is the Class "B" Member and the Class "B" Control Period has not expired or been terminated; and WHEREAS, Declarant desires to amend, restate, integrate, replace, and supersede the Original Declaration, including all exhibits attached thereto, the Original Community Covenant, including all exhibits attached thereto, and the Original By-Laws, each in their entirety, to, among other things, eliminate references to the Southwood Community Council, Inc. ("Coun-cil"), which has been dissolved, and to reflect the assumption by the Southwood Residential Community Association, Inc., of certain rights and responsibilities previously held by the Coun-cil; WHEREAS, this amendment is made within 30 years from the date of recording of the Original Community Covenant, Declarant is the owner of property described on Exhibit "A" or "B" of the Original Community Covenant, and tbis amendment does not materially adversely af-fect title to any real property subject to the Original Community Covenant: NOW THEREFORE, the Original Declaration and the Original By-Laws are hereby amended, restated, replaced, and superseded in their entirety, and the attached Amended and Re-stated Declaration of Covenants, Conditions, and Restrictions for the Southwood Residential Community and the Amended and Restated By-Laws of Southwood Residential Community As-sociation, Inc., attached thereto as Exhibit "D," are substituted in their place such that all property subject to the Original Declaration and the Original By-Laws and any additional property sub-jected to this Declaration in the future, shall hereafter be subject to this Declaration and the Amended and Restated By-Laws which follow: 2

TABLE OF CONTENTS PART ONE: INTRODUCTION TO THE COMMUNITY ...................................................... l Article I Creation of the Community .................................................................................. 1 1.1. Purpose and Intent.. ...................................................................................................... 1 1.2. Binding Effect .............................................................................................................. 2 1.3. Governing Documents ................................................................................................. 2 1.4. Community Development District. ............................................................................. .4 Article II Concepts and Definitions ....................................................................................... 4 PART TWO: CREATION AND MAINTENANCE OF COMMUNITY STANDARDS ...... 8 Article III Use and Conduct ................................................................................................ 9 3.1. Restrictions on Use, Occupancy, and Alienation ......................................................... 9 3.2. Framework for Regulation ......................................................................................... 10 3.3. Owners' Acknowledgment and Notice to Purchasers ................................................ 10 3.4. Rule Making Authority .............................................................................................. 11 3.5. Protection of Owners and Others ............................................................................... 11 Article IV Architecture and Landscaping ....................................................................... 13 4.1. General ....................................................................................................................... 13 4.2. Architectural Review ................................................................................................. 13 4.3. Guidelines and Procedures ......................................................................................... 14 4.4. No Waiver of Future Approvals ................................................................................. 17 4.5. Variances .................................................................................................................... 17 4.6. Limitation ofLiability ................................................................................................ 17 4.7. Certificate ofCompliance .......................................................................................... 18 4.8. Enforcement. .............................................................................................................. 18 Article V Maintenance and Repair ..................................................................................... 19 5 .1. Maintenance of Lots .................................................................................................. .19 5.2. Maintenance of Neighborhood Property .................................................................... 19 5.3. Responsibility for Repair and Replacement... ............................................................ 20 PART THREE: COMMUNITY GOVERNANCE AND ADMINJSTRA TION ................... 20 Article VI The Association and its Members ................................................................... 21 6.1. Function of Association ............................................................................................. 21 6.2. Membership ............................................................................................................... 21 6.3. Voting ........................................................................................................................ 21 6.4. Neighborhoods and Neighborhood Representatives .................................................. 22 6.5. Voting Groups ............................................................................................................ 24 6.6. At-Large Representatives ........................................................................................... 24

OR BK 3513 PG 564 Article VII Association Powers and Responsibilities ....................................................... 25 7.1. Acceptance and Control of Association Property ...................................................... 25 7.2. Maintenance of Common Maintenance Areas ........................................................... 26 7.3. Community Activities, Services and Programs ......................................................... 27 7.4. Art of Living Director. ............................................................................................... 28 7.5. Youth Board ............................................................................................................... 30 7.6. Volunteering Activities and Charter Clubs ................................................................ 30 7.7. Insurance .................................................................................................................... 31 7.8. Compliance and Enforcement. .................................................................................. .35 7.9. Implied Rights; Board Authority ............................................................................... 37 7.10. Indemnification of Officers, Directors, and Others ................................................... 37 7 .11. Powers of the Association Relating to Neighborhoods ............................................. 3 8 7.12. Provision of Services ................................................................................................. 38 7.13. Relationships with Other Properties .......................................................................... 38 7.14. Facilities and Services Open to the Public .................................................................. 39 7.15. Relationship with Governmental and Tax-Exempt Organizations ............................ 39 7.16. Right To Designate Sites for Governmental and Public lnterests .............................. 39 7.17. Education and Training .............................................................................................. 39 7.18. Use of Technology ..................................................................................................... 39 Article VIII Association Finances ....................................................................................... .40 8.1. Budgeting and Allocating Common Expenses ......................................................... .40 8.2. Budgeting and Allocating Neighborhood Expenses ................................................. .41 8.3. Budgeting for Reserves .............................................................................................. 42 8.4. Special Assessments ................................................................................................. .42 8.5. Benefited Assessments .............................................................................................. .42 8.6. Commencement of Assessment Obligation; Time of Payment. ............................... .43 8.7. Obligation for Assessments ...................................................................................... .44 8.8. Lien for Assessments ................................................................................................ .45 8.9. Limitation on Assessment Increases ......................................................................... .45 8.10. Exempt Property ................................................................................... , ................... .46 8.11. Use and Consumption Fees: Licenses and Royalties ................................................ .47 Article IX Community Enhancement Fee ........................................................................ 47 9.1. Association's Authority ............................................................................................ .47 9.2. Fee Amount. .............................................................................................................. .47 9.3. Purpose ...................................................................................................................... .48 9.4. Exempt Transfers ...................................................................................................... .48 9.5. Collection ................................................................................................................... 48 9.6. Expenditure ofFunds ................................................................................................. 49 Article X Telecommunity ................................................................................................. 49 10.1. Community Intranet System ..................................................................................... .49 10.2. Provider of Internet Service ...................................................................................... .49 10.3. Governmental Regulation .......................................................................................... 50 2

OR BK 3513 PG 565 PART FOUR: COMMUNITY DEVELOPMENT .................................................................. 50 Article XI Expansion of the Community ......................................................................... 50 11.1. Annexation by Declarant. .......................................................................................... 50 11.2. Annexation by the Association .................................................................................. 50 11.3. Additional Covenants and Easements ........................................................................ 51 11 .4. Effect of Filing Supplemental Declaration ................................................................ 51 11.5. Condominium Conversion ......................................................................................... 51 Article XII Additional Rights Reserved to Declarant .......................................................... 51 12.1. Withdrawal of Property .............................................................................................. 51 12.2. Marketing and Sales Activities .................................................................................. 52 12.3. Right to Approve Changes in Community Standards ................................................ 52 12.4. Right to Transfer or Assign Declarant Rights ............................................................ 52 12.5. Central Telecommunication, Receiving, and Distribution System ............................ 52 12.6. Rights To Use Names; License Agreements .............................................................. 53 12.7. Right To Use Common Area for Special Events ....................................................... 53 12.8. Easement to Inspect and Right to Correct. ................................................................. 54 12.9. Right to Notice of Design or Construction Claims .................................................... 54 12.10. Termination of Rights ................................................................................................ 54 12.11. Exclusion ofDeclarant's other Properties .................................................................. 54 PART FIVE: PROPER1Y RIGHTS WITHIN THE COMMUNITY .................................. 55 Article XIII Easements ......................................................................................................... 55 13.1. Easements in Common Area ...................................................................................... 55 13.2. Easements of Encroachment ...................................................................................... 56 13.3. Easements for Utilities, Etc ........................................................................................ 56 13.4. Easements for Development ...................................................................................... 57 13.5. Easements for Maintenance, Emergency, and Enforcement.. .................................... 57 13.6. Easements for Lake and Pond Maintenance and Flood Water. ................................. 58 13.7 Easements for Cross-Drainage ................................................................................... 58 13.8. Rights to Stonnwater Runoff, Effluent, and Water Reclamation .............................. 58 13.9. Easements for Golf Course ........................................................................................ 58 Article XIV Limited Common Areas .................................................................................. 59 14.1. Purpose ....................................................................................................................... 59 14.2. Designation ................................................................................................................ 59 Article XV Party Walls and Other Shared Structures .................................................... 60 15.1. General Rules ofLawto Apply ................................................................................. 60 15.2. Maintenance; Damage and Destruction ..................................................................... 60 PART SIX: RELATIONSHIPS WITHIN AND OUTSIDE THE COMMUNITY .............. 60 Article XVI Dispute Resolution ........................................................................................... 60 3

OR BK 3513 PG 566 16.1. Agreement to Encourage Resolution of Disputes Without Litigation ....................... 60 16.2. Dispute Resolution Procedures .................................................................................. 61 16.3. Initiation of Litigation by Association ....................................................................... 64 Article XVII Private Amenities ............................................................................................. 64 17.1. Right to Use the Private Amenities ............................................................................ 64 17.2. Operations; Conveyance of Private Amenities .......................................................... 65 17.3. Assumption of Risk and Indemnification .................................................................. 65 17.4. Rights of Access and Parking .................................................................................... 66 17.5. Limitations on Amendments ...................................................................................... 66 17.6. Jurisdiction and Cooperation ..................................................................................... 66 Article XVIII Mortgagee Provisions ...................................................................................... 66 18.1. Notices of Action ....................................................................................................... 66 18.2. Special FHLMC Provision ......................................................................................... 67 18.3. Other Provisions for First Lien Holders ..................................................................... 68 18.4. Amendments to Documents ....................................................................................... 68 18.5. No Priority .................................................................................................................. 69 18.6. Notice to Association ................................................................................................. 69 18.7. Failure of Mortgagee to Respond ............................................................................... 69 18.8. Construction of Article XVI. ..................................................................................... 70 Article XIX Disclosures and Waivers .............................................................................. 70 19. 1. Changes in Master Plan ............................................................................................. 70 19.2. No Liability For Third Party Acts .............................................................................. 70 19.3. View Impairment. ...................................................................................................... 71 19.4. Notices and Disclaimers as to Community Systems .................................................. 71 19.5. Blasting and Other Activities ..................................................................................... 71 19.6. Water Management. ................................................................................................... 72 19.7. Liability for Association Operations .......................................................................... 72 PART SEVEN: CHANGES IN THE COMMUNITY ............................................................. 72 Article XX Changes in Ownership ofLots .................................................................... 72 Article XXI Changes in Common Area .............................................................................. 73 21.1. Condemnation ............................................................................................................ 74 21.2. Partition ...................................................................................................................... 74 21.3. Transfer or Dedication of Common Area ................................................................. 74 Article XXII Amendment of Declaration ............................................................................. 74 22.1. By Declarant.. ............................................................................................................. 74 22.2. By the Members ......................................................................................................... 74 22.3. Validity and Effective Date ........................................................................................ 74 22.4. Exhibits ...................................................................................................................... 74 4

OR BK 3513 PG 567 AMENDED AND RESTATED DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR THE SOUTHWOOD RESIDENTIAL COMMUNITY THIS Amended, Restated and Integrated Declaration of Covenants, Conditions and Re-strictoins amends, restates, integrates and supersedes that certain Declaration of Covenants, Con-ditions, and Restrictions for the Southwood Residential Community, recorded in the Official Re-cords of Leon County, Florida on November 8, 2000, in Deed Book 2432, Page 01554, et seq., as amended to the date of recording of this Declaration and the Community Covenant for South-wood recorded in Deed Book 2429, Page 187, et seq., of the Official Records of Leon County, Florida. BACKGROUND STATEMENT Southwood is a master planned community located in the City of Tallahassee, Leon County, Florida. The Southwood Residential Community Association, Inc. ("Association") is a mandatory mem-bership owners association consisting of all owners of lots subject to that certain Declaration of Cove-nants, Conditions, and Restrictions for the Southwood Residential Community (as Recorded, and amended and supplemented from time to time, the Association Declaration"). One of the Association's purposes is to encourage inclusiveness and interaction among and between residents and to generate, en-hance, and preserve a genuine sense of community. It is empowered to provide for the sharing and en-richment of diverse goals and perspectives while ensuring a common sense of place. It serves as a re-source of social trust, norms, and networks that people can draw upon to solve common problems and to advance common objectives. The Association may provide community activities, services, and programs benefiting the Southwood community and the larger surrounding community and may engage in any other activity the Association's "Governing Documents" authorize or permit. PART ONE: INTRODUCTION TO THE COMMUNITY The St. Joe Company has created this Declaration to provide a governance structure and a flexi-ble system of standards and procedures for the overall development, expansion, administration, mainte-nance, and preservation of Southwood's residential properties. Article I I.I. Creation of the Community Purpose and Intent. This Declaration establishes a general plan of development for Southwood's residential properties. This Declaration provides for the Residential Community's overall development, ad-ministration, maintenance, and preservation, and provides a flexible and reasonable procedure for 114060 v.1

OR BK 3513 PG 568 its future expansion. An integral part of the development plan is the creation of the Southwood Residential Community Association, Inc., an association comprised of all property owners within Southwood's Residential Community, to own, operate, and/or maintain various common areas and community improvements, and to administer and enforce this Declaration and the other Governing Documents. This document does not and is not intended to create a condominium under Florida law. 1.2. Binding Effect. This Declaration governs the property described in Exhibit "A," and any other property submitted to this Declaration in the future. This Declaration shall run with the title to such prop-erty and shall bind anyone having any right, title, or interest in any portion of such property, their heirs, successors, successors-in-title, and assigns. Declarant, the Association, any aggrieved Owner, and their respective legal representa-tives, heirs, successors, and assigns may enforce this Declaration. This Declaration shall be ef-fective for a minimum of 25 years from the date it is Recorded. After 25 years, this Declaration shall be extended automatically for successive 10 year periods unless at least 75% of the then Owners sign a document stating that the Declaration is terminated and that document is Recorded within the year before any extension. In such case, this Declaration shall expire on the date specified in the termination document. In any event, if any provision of this Declaration would be invalid under the Florida Uni-fonn Statutory Rule Against Perpetuities, that provision shall expire 90 years after this Declara-tion is Recorded. This Section does not permit termination of any easement created in this Dec-laration without the consent of the holder of such easement. 1.3. Governing Documents. The Residential Community's Governing Documents consist of the following, as each may be amended: 2

Declaration (Recorded) Supplemental Declaration (Recorded) Articles of Incorporation (filed with the Department of State) By-Laws --------------(Board adopts) Architectural Guidelines --------(Declarant adopts) Use Restrictions (initial set attached as Exhibit "C") Board Resolutions and Rules (Board adopts) creates obligations which are binding upon the Association and all present and future owners of property in the Residential Community adds property to the Residential Community; may impose additional obligations or restrictions on such property establishes the Association as a non-profit corpora-tion under Florida law governs the Association's internal affairs, such as voting rights, elections, meetings, officers, etc. establish architectural standards and guidelines for improvements and modifications to Lots, including structures, landscaping, and other items on Lots govern use of property and activities within the Residential Community establish rules, policies, and procedures for inter-nal governance and Association activities; regulate operation and use of Common Area Additional restrictions or provisions which are more restrictive than the provisions of this Declaration may be imposed on any portion of the Residential Community, in which case, the more restrictive provisions will be controlling. However, no Person shall Record any additional covenants, conditions, or restrictions affecting any portion of the Residential Community without Declarant's written consent, so long as Declarant or any Affiliate of Declarant owns any property described in Exhibit "A" or "B." Thereafter, Neighborhood Representatives representing at least 75% of the Association's total Class "A" votes must consent. Any instrument Recorded without the required consent is void and ofno force and effect. If there are conflicts between Florida law, the Declaration, the Articles, and the By-Laws, Florida law, the Declaration, the Articles, and the By-Laws (in that order) shall prevail. If there is a conflict between the Governing Documents and any Neighborhood Association's covenants, restrictions, or policies, the Governing Documents will control. The Governing Documents apply to all Owners and any occupants of a Lot. They also apply to tenants, guests, visitors, and invitees. 3

If any court determines that any provision of this Declaration is invalid, or invalid as ap-plied in a particular instance, such determination shall not affect the validity of other provisions or other applications of the provision. Diagrams in the Governing Documents illustrate concepts and assist the reader. The dia-grams are for illustrative purposes only. If there is a conflict between any diagram and the text of the Governing Documents, the text shall control. 1 .4. Community Development District. Southwood is or shall be included within one or more Community Development Districts, established and existing pursuant to Chapter 190, Florida Statutes, to own, operate, maintain, and finance the construction of certain infrastructure and other improvements and facilities within Southwood. Upon its establishment, the Community Development District may impose and levy taxes or assessments, or both taxes and assessments, on all property within Southwood, including the Residential Community. Such taxes and assessments are in addition to Association assess-ments, Leon County and other local governmental taxes and assessments, and all other taxes and assessments provided for by law. Article II Concepts and Definitions The terms used in the Governing Documents are given their natural, commonly accepted definitions unless otherwise specified. Capitalized terms are defined as follows: "Affiliate": Any Person which (either directly or indirectly, through one or more inter-mediaries) controls, is in common control with, or is controlled by, another Person, and any Per-son that is a director, trustee, officer, employee, independent contractor, shareholder, agent, co-venturer, subsidiary, personal representative, or attorney of any of the foregoing. For the pur-poses of this definition, the term "control" means the direct or indirect power to direct or cause the direction of an entity's management or policies, whether through the ownership of voting se-curities, by contract, or otherwise. "Architectural Guidelines": The Residential Community's architectural, design, and con-struction guidelines and review procedures adopted pursuant to Article IV. "Architectural Review Committee" or "ARC": The committee established to review plans and specifications for the construction or modification of improvements and to administer and enforce the architectural controls described in Article IV. "Area of Common Responsibility": Those areas, if any, for which the Association has maintenance, insurance, operating, or other responsibility and being the same as the "Area of Common Responsibility" identified in the Association Declaration. "Art of Living Director": The Association employee or agent hired or contracted to cre-ate, foster, and enhance community, the quality of life, and a vibrant atmosphere within South-wood, as identified and more fully described herein. 4

OR BK 3513 PG 571 ----------------- -·--------"Articles": The Articles of Incorporation of Southwood Residential Community Associa-tion Inc., filed with Florida's Department of State, as they may be amended. "Association": Southwood Residential Community Association, Inc., a Florida not-for-profit corporation, its successors or assigns. "Benefited Assessment": Assessments charged against a particular Lot or particular Lots for Association expenses as described in Section 8.5. "Board of Directors" or "Board": The body responsible for the general governance and administration of the Association, selected as provided in the By-Laws. "Builder": Anyone acquiring Lots for the purpose of constructing homes for later sale to consumers, or who purchases land within the Residential Community for further subdivision, de-velopment, and/or resale in the ordinary course of its business. "By-Laws": The Amended and Restated By-Laws of Southwood Residential Community Association, Inc., as may be further amended from time to time. A copy of the current By-Laws is attached to this Declaration as Exhibit "D." "Class "B" Control Period": The time period during which the Class "B" Member may appoint a majority of the Board members. The Class "B" Control Period ends when any one of the following occurs: (a) when 75% of the Lots permitted under the Master Plan are issued certificates of occupancy and are owned by Class "A" Members other than Builders; (b) December 31, 2025; or (c) when, in its discretion, the Class "B" Member so determines. "Common Area": All real and personal property, including easements, which the Asso-ciation owns, leases, or otherwise has a right to possess or use for the common use and enjoy-ment of the Owners. Common Area includes the Limited Common Area, as defined below. "Common Expenses": The actual and estimated expenses the Association incurs, or ex-pects to incur, for the general benefit of all Owners. Common Expenses include any reserves the Board finds necessary or appropriate. "Common Maintenance Areas": The Common Area, together with any other area for which the Association has or assumes maintenance or other responsibility. "Community Development District": A special taxing district formed in accordance with the provisions of Chapter 190 of the Florida Statutes. 5

OR BK 3513 PG 572 "Community Enhancement Fee": A fee levied by the Association upon certain real prop-erty transfers, as provided for in Article VII. "Community-Wide Standard": The standard of conduct, maintenance, or other activity generally prevailing throughout the Residential Community, or the minimum standards estab-lished pursuant to the Architectural Guidelines, Use Restrictions, and Board resolutions, which-ever is the highest standard. Declarant initially shall establish such standard. The Community-Wide Standard may contain objective elements, such as specific lawn or house maintenance re-quirements, and subjective elements, such as matters subject to the Board's or the ARC's discre-tion. The Community-Wide Standard may or may not be set out in writing. The Community-Wide Standard may evolve as development progresses and as Southwood changes. "Declarant": The St. Joe Company, a Florida corporation, or any successor or assign as developer of all or any portion of Southwood who is designated as Declarant in a Recorded in-strument the immediately preceding Declarant executes. "Limited Common Area": A portion of the Common Area primarily benefiting one or more, but less than all, Neighborhoods or Owners, as more particularly described in Article XII. "Lot": A portion of the Residential Community, whether improved or unimproved, which may be independently owned and conveyed, and upon which a dwelling is intended for development, use, and occupancy. The term shall refer to the land, if any, which is part of the Lot as well as any improvements on the Lot. The boundaries of each Lot shall be shown on a Plat; provided, in the case of a building containing multiple dwellings for independent sale (e.g., attached condominium, townhouse, or airspace units), each dwelling which may be sold inde-pendently shall be a separate Lot. A parcel shall be deemed to be a single Lot until such time as a Plat subdivides all or a portion of the parcel. After a Plat is Recorded, the subdivided portion shall contain the number of Lots shown, created, designated, or described on the Plat. Any portion not subdivided shall continue to be a single Lot. "Master Plan": The land use plan(s) for Southwood approved by Leon County or the City of Tallahassee, as may be amended, which include(s) all of the property described in Exhibit "A" and all or any portion of the property described in Exhibit "B." Declarant is not obligated to submit property shown on the Master Plan to this Declaration. In addition, Declarant may submit property to this Declaration which is not shown on the Master Plan. "Member": Each Lot Owner, as described in Section 6.2. There are two membership classes, Class "A" and Class "B." "Mortgage": A mortgage, a deed of trust, a deed to secure debt, or any other form of se-curity instrument affecting title to any Lot. The term "Mortgagee" shall refer to a beneficiary or holder of a Mortgage. 6

OR BK 3513 PG 573 "Neighborhood": A group of Lots designated as a separate Neighborhood in accordance with Section 6.4(a). Lots within a Neighborhood may share Limited Common Areas and/or re-ceive benefits or services from the Association which are not provided to all Lots. A Neighbor-hood may include more than one housing type and may include parcels which do not border on each other. If the Association provides benefits or services to less than all Lots within a particu-lar Neighborhood, then the Association may levy a Neighborhood Assessment or Benefited As-sessments against just those Lots for such benefits or services. "Neighborhood Assessments": Assessments levied against the Lots in a particular Neighborhood or Neighborhoods to fund Neighborhood Expenses, as described in Section 8.2. "Neighborhood Association": Any owners association having jurisdiction over a Neighborhood which is subordinate to the Association's rights under this Declaration. This Dec-laration does not require the creation of any Neighborhood Association. "Neighborhood Expenses": The actual and estimated expenses which the Association incurs or expects to incur for the benefit of Owners within a particular Neighborhood, including any reserve for capital repairs and replacements and administrative charges authorized by this Declaration or the Supplemental Declaration(s) applicable to such Neighborhood. "Neighborhood Representative": The individual selected by the Class "A" Members within a Neighborhood to cast their votes on Association matters (except where Members are required to cast their own votes). Neighborhood Representative NEIGHBORHOOD §]§]§] §]§] Neighborhood Representative NEIGHBORHOOD Neighborhood Representative NEIGHBORHOOD §]§]§] §]§]§] [Note: Number of Lots shown in each Neighborhood is for demonstrative purposes only. Actual nwnbers may vary from one Neighborhood to another and could be substantially more or less than number of Lots shown. Refer to Section 6.4(b) and 6.5 for a more detailed explanation ofrepresentative voting.] "Owner": The title holder to any Lot, but excluding, in all cases, anyone holding an inter-est merely as security for the performance of an obligation (e.g., a Mortgagee). If a Lot is sold under a Recorded contract of sale, and the contract specifically so provides, the purchaser (rather than the fee owner) will be considered the Owner. "Person": An individual, a corporation, a partnership, a trustee, or any other legal entity. "Plat": Any Recorded land survey plat for all or any portion of Southwood. 7

OR BK 3513 PG 574 "Private Amenity(ies)": Real property and facilities located within, adjacent to, or near Southwood, which Persons other than the Association own and operate for recreational and re-lated purposes. The Private Amenities shall include, without limitation, any golf course which is so located and its related and supporting facilities and improvements. "Record," "Recording," or "Recorded": To file, the filing of, or filed of record a legal in-strument in the Official Records of Leon County, Florida, or such other place designated as the official Leon County location for recording documents affecting title to real estate. "Regular Assessment": Annual assessments levied to fund Common Expenses for the general benefit of all Lots, as determined in accordance with Section 8.1. "Residential Community": The real property described in Exhibit "A," together with such additional property as is subjected to this Declaration in accordance with Article IX. "Southwood": The mixed-use master planned community located in the City of Tallahas-see, Leon County, Florida, which includes the Residential Community and is described on the Master Plan. "Special Assessment": Assessments charged against all Owners or all Owners m a Neighborhood in accordance with Section 8.4. "Supplemental Declaration": A Recorded instrument which subjects additional property to this Declaration, designates Neighborhoods, identifies Common Area and Limited Common Area, designates Voting Groups, and/or imposes additional restrictions and obligations on the land described. "Use Restrictions": The initial use restrictions, rules, and regulations governing the use of and activities on the Lots and the Common Areas set forth in Exhibit "C," as they may be changed in accordance with Article III or otherwise amended. "Voting Group": One or more Neighborhood Representatives, or a group of Members, who vote on a common slate for electing directors, as described in Section 6.5. PART TWO: CREATION AND MAINTENANCE OF COMMUNITY STANDARDS Standards for use and conduct, maintenance, and archi1ecture are what give the Residential Community its identily and make ii a place that people want lo call "home." This Declaration estab-lishes procedures for adopting, modifying, applying, and enforcing such standards while providing the flexibility for community standards lo evolve as the Residential Community changes and grows. 8

OR BK ::l!::>L:l PG !::>"/!::> Article Ill 3.1. Use and Conduct Restrictions on Use, Occupancy, and Alienation. The restrictions set forth in this Section may be amended only in accordance with Article xx. (a) Residential and Related Uses. Lots shall be used primarily for residential and re-lated purposes. No business shall be conducted in, on, or from any Lot, except that an Owner or another resident of the Lot may conduct business activities on such Lot if the business activity: (i) is not apparent or detectable by sight, sound, or smell from outside of a permitted structure; (ii) complies with applicable zoning requirements; (iii) does not involve regular visitation of the Lot by clients, customers, suppli-ers, or other business invitees, or door-to-door solicitation within the Residential Community; and (iv) is consistent with the residential character of the Residential Community and does not constitute a nuisance, or a hazardous or offensive use, or threaten the security or safety of others, as determined in the Board's sole discretion. "Business" shall have its ordinary, generally accepted meaning and shall include, without limitation, any occupation, work, or activity undertaken on an ongoing basis which involves pro-viding goods or services to Persons other than the family of the producer and for which the pro-ducer receives a fee, compensation, or other form of consideration, regardless of whether (i) such activity is engaged in full or part time; (ii) such activity is intended to or does generate a profit; or (iii) a license is required. Leasing a dwelling for residential purposes is not a "business" within the meaning of this subsection. This Section shall not apply to restrict Declarant's activities, nor shall it restrict the activi-ties of Persons Declarant approves with respect to the development and sale of property in Southwood. This Section shall not apply to Association activities related to the provision of ser-vices or to operating and maintaining the Residential Community, including the Residential Community's recreational and other amenities. (b) Leasing. "Leasing" is the regular, exclusive occupancy of a dwelling by any Per-son other than the Owner, for which the Owner receives any consideration or benefit, including a fee, service, or gratuity. The principal dwelling on the Lot may be leased only in its entirety (e.g., separate rooms within the same dwelling may not be separately leased); provided, a detached "in-law suite" or "guest house" may be independently leased. Leasing shall be for residential pur-poses only. 9

OR BK 3513 PG 576 All leases shall be in writing and shall have a term of at least seven months, except: (i) with the Board's prior written consent, or (ii) as Declarant authorizes in a Supplemental Decla-ration for Lots located within certain Neighborhoods. All leases must require that tenants and all occupants of the leased Lot are bound by and obligated to comply with the Governing Docu-ments; provided, the Governing Documents shall apply regardless of whether such obligation is specifically set forth in the lease. The restrictions on lease terms set forth in this paragraph shall not apply to Lots Declarant or its Affiliates own. Within 10 days of a lease being signed, an Owner shall notify the Board or the Associa-tion's managing agent of the lease and provide any additional information the Board may rea-sonably require. The Owner must give the tenant copies of the Governing Documents. In addi-tion to this subsection, the Board may adopt reasonable Use Restrictions and rules regulating leasing and subleasing. (c) Occupants Bound. Every Owner shall cause anyone occupying or visiting his or her Lot to comply with the Governing Documents and shall be responsible for all violations and losses they cause to the Common Maintenance Areas, notwithstanding the fact that such Persons also are responsible for complying and may be sanctioned for any violation. (d) Subdivision of a Lot and Time-Sharing. Lots may not be subdivided or their boundary lines changed except with the Board's prior written approval; provided, Declarant may subdivide, change the boundary line of, and rep lat any Lot it or any Affiliate of Declarant owns. In addition, for so long as Declarant owns any portion of the Residential Community, it may con-vert Lots into Common Area. The use of any Lot for operation of a timesharing, fraction-sharing, or similar program whereby the right to exclusive use of the Lot rotates among partici-pants in the program on a fixed or floating time schedule over a period of years is prohibited, ex-cept that Declarant, its Affiliates, and assigns may operate such a program. 3.2. Framework for Regulation. As part of the general plan of development, the Governing Documents establish a frame-work of covenants, easements, and restrictions which govern the Residential Community. This includes the initial Use Restrictions set forth in Exhibit "C." Within that framework, the Board and the Members must be able to respond to unforeseen problems and changes affecting the Residential Community. This Article establishes procedures for modifying and expanding the Use Restrictions to respond to such changes. The procedures described in this Article are not intended to apply to reasonable rules and regulations relating to use and operation of the Common Area, which the Board may adopt by resolution, or other administrative rules, unless the Board chooses, in its discretion, to submit to such procedures. 3.3. Owners' Acknowledgment and Notice to Purchasers. Each Owner, by accepting a deed, acknowledges and agrees that the use, enjoyment, and marketability of.his.or her Lot is limited and affected by the Use Restrictions and Board rules,

OR BK 3513 PG 577 which may change from time to time. All Lot purchasers are on notice that the Association may have adopted changes to the Use Restrictions and that such changes may not be set forth in a Re-corded document. Copies of the current Use Restrictions and Board rules may be obtained from the Association. 3.4. Rule Making Authority. (a) Subject to the terms of this Article and the Board's duty to exercise business judg-ment and reasonableness on behalf of the Association and the Members, the Board may change (i.e., modify, cancel, limit, create exceptions to, or add to) the Use Restrictions. The Board shall send the Neighborhood Representatives notice of any proposed change at least five business days before the Board meeting to consider the change. The Neighborhood Representatives shall have a reasonable opportunity to be heard at such Board meeting. (b) Alternatively, the Neighborhood Representatives, representing a majority of the Class "A" votes in the Association, at an Association meeting duly called for such purpose, may vote to change the Use Restrictions then in effect. Any such change shall require approval of the Class "B" Member, if any. (c) Before any Use Restriction change becomes effective, the Board shall send a copy of the new or changed Use Restriction to each Owner. The change does not become effective until 30 days following distribution to the Owners. The Association shall provide to any request-ing Member or Mortgagee, without cost, a copy of the Use Restrictions then in effect. The proposed change shall be approved unless disapproved by Neighborhood Representa-tives representing a majority of the Association's Class "A" votes, or by the Class "B" Member, if any. The Board is not obligated to call a meeting of the Neighborhood Representatives to con-sider disapproval unless it receives a petition which meets the By-Law's requirements for special meetings. If the Board receives such a petition before the change's effective date, the change shall not become effective until after a meeting is held, and then subject to the outcome of the meeting. (d) No action taken under this Article shall have the effect of modifying, repealing, or expanding the Architectural Guidelines or any provision of this Declaration other than the initial Use Restrictions. In the event of a conflict between the Architectural Guidelines and the Use Re-strictions, the Architectural Guidelines shall control. In the event of a conflict between the Use Restrictions and any provision within this Declaration (exclusive of the Use Restrictions), the Declaration provision shall control. 3.5. Protection of Owners and Others. Except as may be set forth in this Declaration (either initially or by amendment) or in the initial Use Restrictions set forth in Exhibit "C," the Association's actions with respect to Use Re-strictions and rules must comply with the following: 11

OR BK 3513 PG 578 (a) Similar Treatment. Similarly situated Owners must be treated similarly; however, the Use Restrictions and rules may vary by Neighborhood. (b) Displays. Owners' rights to display religious and holiday signs, symbols, and deco-rations on their Lots of the kinds normally displayed in single-family residential neighborhoods shall not be abridged, except that the Association may adopt time, place, and manner restrictions with respect to such displays. The Association shall not regulate the content of political signs; however, it may regulate the time, place, and manner of posting such signs (including design criteria). (c) Household Composition. The Association shall not interfere with any Owner's free-dom to determine the composition of his/her household, except that it may impose and enforce reasonable occupancy limits. (d) Activities Within Dwellings. The Association shall not interfere with activities car-ried on within a dwelling, except it may prohibit activities not normally associated with residen-tial property, and it may restrict or prohibit activities that create monetary costs for the Associa-tion or other Owners, that create a danger to anyone's health or safety, that generate excessive noise or traffic, that create unsightly conditions visible outside the dwelling, or that are an unrea-sonable source of annoyance. (e) Alienation. The Association shall not prohibit leasing or transfer of any Lot, or re-quire the Association's or the Board's consent prior to leasing or transferring a Lot. The Associa-tion may require that Owners use Association-approved lease forms (or include specific lease terms) and may impose a reasonable review or administrative fee on the lease or transfer of any Lot. In addition, among other things, Section 3.l(b) imposes a minimum lease term. (f) Abridging Existing Rights. The Association may not require an Owner to dispose of personal property that was in or on a Lot in compliance with previous rules. This exemption shall apply only during the period of such Owner's ownership of the Lot and shall not apply to subsequent Owners who take title to the Lot after adoption of the rule. (g) Reasonable Rights to Develop. The Association may not impede Declarant's right to develop the Residential Community or any other portion of Southwood. (h) Interference with Private Amenities. The Association may not interfere with the use, ownership, appearance, or operation of any Private Amenity. The limitations in Sections 3.S(a) through (f) shall not apply to amendments to this Dec-laration adopted in accordance with Article XX. 12

OR BK 3513 PG 579 Article IV Architecture and Landscaping 4.1. Except for work done by or on behalf ofDeclarant or any Affiliate ofDeclarant, no struc-ture or thing shall be placed, erected, or installed upon any Lot, and no improvements or other work (including staking, clearing, excavation, grading and other site work, exterior alterations, or planting or removal of landscaping) shall take place within Southwood, except in compliance with this Article and the Architectural Guidelines. Any Owner may remodel, paint, or redecorate the interior of any structure on his or her Lot without approval. However, modifications to, or the placement of furniture, lighting, and other fixtures; art work; and other personal property on or in the interior of screened or un-screened porches, patios, and other portions of a Lot are subject to approval if such modifications or personal property are visible from outside a structure. Each dwelling shall be designed by and built in accordance with the plans and specifica-tions of a licensed architect acceptable to Declarant, unless Declarant, in its sole discretion, or its designee otherwise approves. The landscaping for each Lot shall be designed and installed in accordance with the plans and specifications of a licensed landscape architect acceptable to De-clarant, unless Declarant, in its sole discretion, or its designee otherwise approves. Dwellings shall be constructed by licensed or certified Builders acceptable to Declarant, unless Declarant, in its sole discretion, or its designee otherwise approves. Approval under this Article and the Architectural Guidelines is not a substitute for any approvals or reviews required by Leon County or any other municipality or governmental agency or entity having jurisdiction over architectural or construction matters. This Article does not apply to Declarant's activities, or to the Association's activities dur-ing the Class "B" Control Period. 4.2. Architectural Review. (a) By Declarant. Declarant shall have exclusive authority to administer and enforce architectural controls and to review and act upon all applications for architectural and other im-provements within the Residential Community. Declarant's rights under this Article shall con-tinue for as long as Declarant or any Affiliate of Declarant owns any portion of the Residential Community or has a unilateral right to annex property under Section 9.1, unless Declarant earlier terminates its rights in a Recorded instrument. Declarant may designate one or more Persons to act on its behalf in reviewing any application. In reviewing and acting upon any request for ap-proval, Declarant or its designee acts solely in Declarant's interest and owes no duty to any other Person. Declarant may from time to time delegate or assign all or any portion of its rights under this Article to any other Person or committee, including the Architectural Review Committee. Any such delegation shall be in writing, shall specify the delegated responsibilities, and shall be 13

OR BK 3513 PG 580 subject to (i) Declarant's right to revoke such delegation at any time and reassume its prior juris-diction, and (ii) Declarant's right to veto any decision which it determines, in its discretion, to be inappropriate or inadvisable for any reason. So long as Declarant has any rights under this Arti-cle, the jurisdiction of other entities shall be limited to such matters as Declarant specifically delegates. (b) Architectural Review Committee. Upon Declarant's delegation or upon expiration or termination of Declarant's rights under this Article, the Association, acting through the ARC, shall assume jurisdiction over architectural matters. When appointed, the ARC shall consist of at least three persons who shall serve and may be removed and replaced in the Board's discretion. Members of the ARC need not be Members of the Association or representatives of Members, and may, but need not, include architects, engineers, or similar professionals, who may be com-pensated in such manner and amount, if any, as the Board may establish. The Board may create and appoint subcommittees of the ARC. Subcommittees may be established to preside over particular areas of review (e.g., landscape plans) and shall be gov-erned by procedures the Board or the ARC may establish. Any subcommittee's actions are sub-ject to review and approval by Declarant, for as long as Declarant may review the ARC's deci-sions, and the ARC. Notwithstanding the above, neither the ARC nor Declarant shall be obli-gated to review all actions of any subcommittee, and the failure to take action in any instance shall not be a waiver of the right to act in the future. Unless and until such time as Declarant delegates any of its reserved rights to the ARC or Declarant's rights under this Article terminate, the Association shall have no jurisdiction over ar-chitectural matters. Declarant and the Association may employ architects, engineers, or other Persons to per-form the review required under this article. (c) Reviewer. The entity having jurisdiction in a particular case, whether Declarant or its designees on the ARC, shall be referred to as the "Reviewer." (d) Fees; Assistance. The Reviewer may establish and charge reasonable fees for its review of applications and may require that such fees be paid in advance. Such fees may include the reasonable costs incurred in having any application reviewed by architects, engineers, or other professionals. The Board may include the compensation of such Persons in the Associa-tion's annual operating budget. 4.3. Guidelines and Procedures. (a) Architectural Guidelines. Declarant may prepare the initial Architectural Guide-lines, which may contain general provisions applicable to all of the Residential Community as well as specific provisions which vary from Neighborhood to Neighborhood. The Architectural Guidelines are intended to provide guidance to Owners and Builders regarding matters of par-ticular concemto the Reviewer. The Architectural Guidelines are not the exclusive basis for the 14

OR BK 3513 PG 581 Reviewer's decisions, and compliance with the Architectural Guidelines does not guarantee an application's approval. Declarant shall have sole and full authority to amend the Architectural Guidelines as long as it or any Affiliate of Declarant owns any portion of the Residential Community or has a unilat-eral right to annex property under Section 9.1. Declarant's right to amend shall continue even if its reviewing authority is delegated to the ARC, unless Declarant also delegates the power to amend to the ARC. Upon termination or delegation of Declarant's right to amend, the Board may amend the Architectural Guidelines. Amendments to the Architectural Guidelines shall be prospective only. They shall not require modifications to or removal of structures previously approved once the approved con-struction or modification has begun. However, any new work on such structures must comply with the Architectural Guidelines as amended. Subject to the Community-Wide Standard, there is no limit to the scope of amendments to the Architectural Guidelines, and such amendments may remove requirements previously imposed or otherwise make the Architectural Guidelines less restrictive. The Reviewer shall make the Architectural Guidelines available to Owners and Builders who seek to engage in development or construction within the Residential Community. ln De-clarant's discretion, the Architectural Guidelines may be Recorded, in which event the Recorded version, as it may be amended from time to time, shall control in the event of any dispute as to which version of the Architectural Guidelines was in effect at any particular time. (b) Procedures. Unless the Architectural Guidelines provide otherwise, no construction activities or other activities described in Section 4.1 may begin until a request is submitted to and approved by the Reviewer. The request must be in writing and be accompanied by plans and specifications and other information the Reviewer or the Architectural Guidelines require. Plans and specifications shall show, as applicable, site layout, structural design, exterior elevations, ex-terior materials and colors, landscaping, drainage, exterior lighting, irrigation, and other features ofproposcd construction. In reviewing each submission, the Reviewer may consider any factors it deems relevant, including, without limitation, harmony of the proposed exterior design with surrounding struc-tures and environment. Decisions may be based on purely aesthetic considerations. Each Owner acknowledges that aesthetic determinations are purely subjective and that opinions may vary as to the desirability and/or attractiveness of particular improvements. The Reviewer shall have the sole discretion to make final, conclusive, and binding determinations on matters of aesthetic judgment and such determinations are not subject to review so long as they are made in good faith and in accordance with the required procedures. The Reviewer shall make a determination on each application within 45 days after receipt of a completed application and other information it requires. The Reviewer may permit or re-quire that an application be submitted or considered in stages, in which case, a final decision shall not be required until 45 days after the final, required submission stage. The Reviewer may 15

(i) approve the application, with or without conditions; (ii) approve a portion of the application and disapprove other portions; or (iii) disapprove the application. As long as Declarant or any Affiliate of Declarant owns any portion of the Residential Community or has the unilateral right to annex property under Section 9.1, the ARC shall notify Declarant in writing within three business days of any action (i.e., approval, partial approval, or disapproval) it intends to take under this Article. A copy of the application and any additional information that Declarant may require shall accompany the notice. During such time, Declarant shall have the right, in its sole and absolute discretion, to veto any ARC action; provided, Decla-rant's right to veto must be exercised within 10 business days after it receives notice of the ARC's action. The party submitting the plans for approval shall not be notified of the AR C's action until after Declarant's right to veto has been exercised or has expired. The Reviewer shall notify the applicant in writing of a final determination on any applica-tion within five days after such determination is made or, with respect to any ARC determination subject to Declarant's veto right, within five days after the earlier of: (i) receipt of notice of De-clarant's veto or waiver thereof; or (ii) expiration of the I 0-day period for exercise of Declarant's veto. ln the case of disapproval, the Reviewer may, but shall not be obligated to, specify the rea-sons for any objections and/or offer suggestions for curing any objections. If the Reviewer fails to respond in a timely manner, approval shall be deemed given, sub-ject to Declarant's veto right. However, no approval, whether expressly granted or deemed granted, shall be inconsistent with the Architectural Guidelines unless a written variance has been granted pursuant to Section 4.5. Notice shall be deemed given at the time the envelope containing the response is depos-ited in the U.S. mail. Personal or electronic delivery of such written notice also shall be suffi-cient and shall be deemed given at the time of confirmed delivery to the applicant. As part of any approval, the Reviewer may require that approved construction commence within a specified time period. If construction does not commence within the required period, the approval shall expire and the Owner must reapply for approval before commencing any ac-tivities. Once commenced, construction must be diligently pursued to completion. All construc-tion work shall be completed within one year of commencement unless otherwise specified in the notice of approval or the Architectural Guidelines, or unless the Reviewer, in its discretion, grants an extension in writing. If approved work is not completed within the required time, it shall be in violation of this Article and shall be subject to enforcement action by the Association or Declarant. Declarant or the Board, with Declarant's consent, by resolution, may exempt certain ac-tivities from the application and approval requirements of this Article, provided such activities are undertaken in strict compliance with the requirements of such resolution. For example, Builders may submit and receive pre-approval of landscaping or other plans for general applica-tion. Such pre-approved plans shall not require resubmission prior to use on a particular Lot. 16

4.4. No Waiver of Future Approvals. Each Owner acknowledges that the people reviewing applications under this Article will change from time to time and that opinions on aesthetic matters, as well as interpretation and ap-plication of the Architectural Guidelines, may vary accordingly. In addition, each Owner ac-knowledges that it may not always be possible to identify objectionable features until work is completed, at which time, it may or may not be unreasonable to require that such objectionable features be changed. However, the Reviewer may refuse to approve similar proposals in the fu-ture. Approval of applications or plans shall not constitute a waiver of the right to withhold ap-proval of similar applications, plans, or other matters subsequently or additionally submitted for approval. 4,5. Variances. The Reviewer may authorize variances from compliance with the Architectural Guide-lines and any procedures when, in its judgment, circumstances justify an exception. No variance shall (a) be effective unless in writing; (b) be contrary to this Declaration; or (c) prevent the Re-viewer from denying a variance in other circumstances. A variance requires Declarant's written consent for so long as Declarant or any Affiliate of Declarant owns any portion of the Residential Community or has the unilateral right to annex property, and, thereafter, requires the Board's written consent. 4.6. Limitation of Liability. This Article establishes standards and procedures as a mechanism for maintaining and enhancing the overall aesthetics of the Residential Community. The standards and procedures do not create any duty to any Person. Review and approval of any application pursuant to this Arti-cle may be based on purely aesthetic considerations. The Reviewer is not responsible for the structural integrity or soundness of approved construction or modifications, for compliance with building codes and other governmental requirements, or for ensuring that every dwelling is of comparable quality, value, or size, of similar design, or aesthetically pleasing or otherwise ac-ceptable to other Owners. Declarant, Declarant's Affiliates, the Association, its officers, the Board, the ARC, the Association's management agent, any committee, or any member of any of the foregoing shall not be held liable for (a) the approval of, disapproval of, or failure to approve or disapprove any plans; (b) soil conditions, drainage, or other general site work; (c) any defects in plans revised or approved hereunder; (d) any loss or damage arising out of the action, inaction, integrity, financial condition, or quality of work of any contractor or its subcontractors, employees, or agents, whether or not Declarant has approved or featured such contractor as a Builder within South-wood; or (e) any injury, damages, or loss arising out of the manner or quality or other circum-stances of approved construction on or modifications to any Lot. In all matters, the Association shall defend and indemnify the Board, the ARC, the members of each, and the Association offi-cers as provided in Section 7.6. 17

OR BK 3~13 PG ~84 4.7. Certificate of Compliance. Any Owner may request in writing that the Reviewer issue a certificate of architectural compliance certifying that there are no known violations of this Article or the Architectural Guidelines. The Association shall either grant or deny such written request within 30 days after receipt and may charge a reasonable administrative fee. The issuance of a certificate of architec-tural compliance shall prevent the Association from taking enforcement action against an Owner for any condition known to the Association on the date of the certificate. 4.8. Enforcement. Any construction, alteration, or other work done in violation of this Article or the Archi-tectural Guidelines is subject to enforcement action. Upon written request from the Association or Dcclarant, an Owner shall, at his/her own cost and expense, and within a reasonable time frame identified in the request, cure the violation or restore the Lot to substantially the same con-dition as existed before the violation occurred. Should an Owner fail to cure the problem or oth-erwise restore the property as required, the Association, Declarant, or their designees shall have the right to enter the property, remove the violation, and restore the property. All costs, together with interest at the rate the Board establishes (not to exceed the maximum rate then allowed by law), may be assessed against the benefited Lot and collected as a Benefited Assessment. Any approvals granted under this Article are conditioned upon completion of all elements of the approved work, unless approval to modify any application has been obtained. In the event that any Person fails to commence and diligently pursue to completion all approved work by the deadline imposed, Declarant or the Association may, after notifying the Owner and allowing an opportunity to be heard in accordance with the By-Laws, enter upon the Lot and remove or com-plete any incomplete work and assess all costs incurred against the Lot and its Owner as a Bene-fited Assessment. Any act of any contractor, subcontractor, agent, employee, or invitee of an Owner shall be deemed as an act done by or on behalf of such Owner. Any contractor, subcontractor, agent, em-ployee, or other invitee of an Owner who fails to comply with the terms and provisions of this Article and the Architectural Guidelines may be excluded from the Residential Community, sub-ject to the notice and hearing procedures contained in the By-Laws. Declarant, Declarant's Af-filiates, the Association, and their respective officers and directors, shall not be held liable to any Person for exercising the rights granted by this paragraph. The Association shall be primarily responsible for enforcing this Article. If, however, in Declarant's discretion, the Association fails to take appropriate enforcement action within a rea-sonable time period, Declarant, for so long as it or any Affiliate ofDeclarant owns any portion of the Residential Community or has the unilateral right to annex property into the Residential Community under Section 9.1, may, but shall not be obligated to, exercise the enforcement rights set forth above. In such event, Declarant may assess and collect Benefited Assessments against the violating Owner and assert the Association's lien rights pursuant to Article VIII. The Assa-18

OR BK 3513 PG 585 ciation hereby assigns to Declarant such rights and authority, including the right to all funds col-lected, and no further assignments shall be required. In addition to the foregoing, the Association and Declarant shall have the authority and standing to pursue all legal and equitable remedies available to enforce the provisions of this Ar-ticle and the Reviewer's decisions. The alternative dispute resolution provisions set out in Article XIV shall not apply to actions by Declarant or the Association to enforce the provisions of this Article or the Reviewer's decisions. Article V 5.1. Maintenance and Repair Maintenance of Lots. Each Owner must maintain his or her Lot, including all structures, landscaping, and other improvements comprising the Lot, in a manner consistent with the Governing Documents, the Community-Wide Standard, and any other applicable covenants, unless such maintenance re-sponsibility is otherwise assumed by or assigned to (and accepted by, if appropriate) the Associa-tion, a Neighborhood Association, or a CDD under this Declaration, any Supplemental Declara-tion, additional covenants applicable to such Lot, or by law. Each Owner also is responsible for maintaining and irrigating the landscaping located in the public right-of-way adjacent to his or her Lot. Prior to the issuance of a certificate of occu-pancy for, and the actual occupying of, a dwelling on a Lot, the Association shall provide for such maintenance and irrigation and assess its costs against the benefited Lot and Owner as a Benefited Assessment. After issuance of a certificate of occupancy for, and the actual occupying of, a dwelling on the Lot, the Lot Owner shall maintain and irrigate such landscaping at his or her own expense. An Owner may be relieved of maintenance responsibilities described above to the extent that the Association or a Neighborhood Association assumes or is assigned such responsibility pursuant to this Declaration or a Supplemental Declaration, or a CDD assumes all or part of such maintenance responsibility. 5.2. Maintenance of Neighborhood Property. If designated in a Supplemental Declaration, Owners within a Neighborhood shall be re-sponsible for paying, through Neighborhood Assessments, the costs of operating, maintaining, and insuring certain portions of the Common Maintenance Areas within or adjacent to such Neighborhood. This may include, without limitation, the costs of maintaining buildings and other improvements, landscaping, signage, entry features, rights-of-way, and green space be-tween the Neighborhood and adjacent public roads, private streets within the Neighborhood, and lakes or ponds within the Neighborhood, regardless of ownership and regardless of the fact that the Association may perform such maintenance. The Board also may assign such costs to the Owners within a Neighborhood pursuant to an agreement with the Owners in a Neighborhood or with a Neighborhood Association or by resolution based upon a perceived need; provided, in the 19

absence of specific agreements, Neighborhoods which are similarly situated shall be treated the same. If a Neighborhood Association is created, it shall maintain its common property and any other property for which it has maintenance responsibility in a manner consistent with the Gov-erning Documents, the Community-Wide Standard, and all applicable covenants. 5.3. Responsibility for Repair and Replacement. Unless otherwise specifically provided in the Governing Documents or in other instru-ments creating and assigning maintenance responsibility, responsibility for maintenance includes responsibility for repair and replacement as necessary to maintain the property to a level consis-tent with the Community-Wide Standard. Each Owner shall carry property insurance for the full replacement cost of all insurable improvements on his or her Lot, less a reasonable deductible, unless either a Neighborhood As-sociation (if any) or the Association carries such insurance (which they may, but are not obligated to do). If the Association assumes responsibility for insuring a Lot, the insurance premiums shall be levied as a Benefited Assessment against the benefited Lot and the Owner. Within three months of any damage to or destruction of a structure on a Lot, the Owner shall repair or reconstruct the structure in a manner consistent with the original construction or other plans and specifications approved in accordance with Article IV; provided, under special circumstances the Board, in its discretion, may extend such period. Alternatively, the Owner shall clear the Lot and maintain it in a neat and attractive condition consistent with the Commu-nity-Wide Standard. The Owner shall pay any costs insurance proceeds do not cover. Additional Recorded covenants applicable to any Neighborhood may establish additional insurance requirements and more stringent standards for rebuilding or reconstructing structures on the Lots within the Neighborhood and for clearing and maintaining the Lots in the event the structures are not rebuilt or reconstructed. This Section applies to a Neighborhood Association with respect to common property within the Neighborhood in the same manner as if the Neighborhood Association was an Owner and the common property was a Lot. PART THREE: COMMUNITY GOVERNANCE AND ADMINISTRATION This Declaration establishes the Association as a way for each Owner to participate in the gov-ernance and administration of the Residential Community. While the Board of Directors has responsi-bility for the Association's day-to-day management and operation, some decisions are considered of such importance that they are reserved/or the Association's membership -- the Lot Owners. 20

OR BK 3513 PG 587 Article VI 6.1. The Association and its Members Function of Association. The Association is the entity responsible for management, maintenance, operation, and control of the Common Maintenance Areas. The Association also has primary responsibility for administering and enforcing the Governing Documents. The Association shall perform its func-tions in accordance with the Governing Documents and Florida law. The Board shall be respon-sible for management for the Association and, as the Governing Documents permit, may contract with a property manager for such purposes. The Board is appointed or elected as provided in the By-Laws. 6.2. Membership. Every Owner is a Member of the Association; provided, there is only one membership per Lot. If a Lot is owned by more than one Person, each co-Owner shares the privileges of the membership, subject to reasonable Board regulation and the voting restrictions described in Sec-tion 6.3(c) and in the By-Laws. Co-Owners are jointly and severally obligated to perform the responsibilities of an Owner. The membership rights of an Owner which is not an individual (e.g., a corporation) may be exercised by any officer, director, partner, or trustee, or by an indi-vidual the Owner designates from time to time in a written instrument provided to the Associa-tion's Secretary. 6.3. Voting. The Association shall have two classes of membership, Class "A" and Class "B." (a) Class "A". Class "A" Members are all Owners except the Class "B" Member. Class "A" Members have one equal vote for each Lot they own, except that there is only one vote per Lot. No vote shall be exercised for any property which is exempt from assessment under Section 8.11. (b) Class "B". The Class "B" Member, collectively, shall be Declarant and any Affiliate of Declarant. The Class "B" Member shall not vote, but may appoint a majority of the Board members during the Class "B" Control Period, as specified in the By-Laws, and may exercise the additional rights specified throughout the Governing Documents. Unless Declarant delegates such authority, Declarant shall act on behalf of and as the Class "B" Member on all matters. The Class "B" membership terminates upon the earlier of: (i) when 95% of the Lots permitted for the Residential Community under the Master Plan are issued certificates of occupancy and are owned by Class "A" Members other than Builders; or (ii) when, in its discretion, Declarant declares in a Recorded instrument. 21

OR BK 3513 PG ~BB Upon termination of the Class "B" membership, Declarant and Affiliates of Declarant shall be Class "A" Members entitled to one Class "A" vote for each Lot they own. ( c) Exercise of Voting Rights. Except as otherwise specified in this Declaration or the By-Laws, Neighborhood Representatives shall exercise the vote for each Lot a Class "A" Mem-ber owns; provided, until a Neighborhood Representative is first elected for a Neighborhood, each Owner within such Neighborhood may personally to cast the vote attributable to his or her Lot on any issue requiring a membership vote under the Governing Documents. A Neighbor-hood Representative may cast the number of votes corresponding to the number of eligible Class "A" votes within his or her Neighborhood. Prior to any scheduled vote, a Neighborhood Representative shall poll the Owners within the Neighborhood and allow a reasonable time for response. Polling may be done through post-ing notice of the vote in a conspicuous, prominent place within Southwood, by publication in a newsletter circulated to eligible voters, via the Residential Community's intranet site, or such other method as the Neighborhood Representative deems, in its discretion, reasonably calculated to provide notice to such Owners. Any notice shall provide specific instructions on how voting direction may be conveyed to the Neighborhood Representative. For each Lot for which specific voting direction is given, the Neighborhood Representative shall vote as directed. For each Lot from which no direction or conflicting direction is given, the Neighborhood Representative may cast the vote for such Lot as he or she, in his or her discretion, deems appropriate. In any situation where a Member is entitled personally to exercise the vote for his or her Lot, and there is more than one Owner of such Lot, the vote for such Lot shall be exercised as the co-Owners determine among themselves and advise the Secretary of the Association in writing prior to the vote being taken. Absent such advice, the Lot's vote shall be suspended if more than one Person seeks to exercise it. 6.4. Neighborhoods and Neighborhood Representatives. (a) Neighborhoods. Every Lot shall be located within a Neighborhood. Lots within a particular Neighborhood may be subject to covenants in addition to those contained in this Dec-laration and, if required by law or if Declarant otherwise approves, the Owners within the Neighborhood may be members of a Neighborhood Association in addition to the Association. Exhibit "A" to this Declaration, any Supplemental Declaration, and any Plat may assign property to a specific new or existing Neighborhood (by name or other identifying designation). So long as it has the right to subject additional property to this Declaration pursuant to Sec-tion 9.1, Declarant may unilaterally Record a Supplemental Declaration or amend this Declara-tion or any Supplemental Declaration to create Neighborhoods, re-designate Neighborhood boundaries, or combine two or more existing Neighborhoods. Thereafter, the Board may amend this Declaration or any Supplemental Declaration to re-designate Neighborhood boundaries; pro-vided, it may not combine two or more existing Neighborhoods without the consent of Owners of a majority of the Lots in the affected Neighborhoods. 22

OR BK 3513 PG 589 Owners within any Neighborhood may request that the Association provide a higher level of service than the Association generally provides to all Neighborhoods or may request that the Association provide special services for the benefit of Lots in such Neighborhood. Upon the af-firmative vote, written consent, or a combination thereof, of Owners of a majority of the Lots within the Neighborhood, the Board shall investigate the terms upon which the requested benefits or services might be provided and notify the Owners in the Neighborhood of such terms and the initial fees for providing the requested service, which may include a reasonable administrative charge. If Owners representing at least 67% of the Lots within the Neighborhood approve the proposal in writing, the Board shall provide the requested services. In addition, the Association may provide a higher level of special services to any Neighborhood in accordance with a Sup-plemental Declaration, or if the Board, in its discretion, deems such services necessary or appro-priate. The Board shall assess the cost of such services, which may include a reasonable admin-istrative charge in such amount as the Board deems appropriate against the Lots within such Neighborhood as a Neighborhood Assessment; provided, any such administrative charge shall apply at the same rate per Lot to all Neighborhoods receiving the same service. (b) Neighborhood Representatives. Subject to the procedures outlined below, the Class "A" Members within each Neighborhood shall elect a Neighborhood Representative to represent the Neighborhood and to cast the Class "A" Member votes within the Neighborhood. Neighbor-hood Representatives shall be Owners in good standing of a Lot in the Neighborhood they repre-sent. Each Neighborhood Representative shall serve a two-year term, and may serve no more than two consecutive terms. Declarant shall appoint an initial Neighborhood Representative from each Neighborhood no later than at such time as 25% of the Lots anticipated for the Residential Community under the Master Plan have been conveyed to Class "A" Members other than Builders; provided, a Neighborhood Representative need not be appointed for any particular Neighborhood prior to the time that 25% of the Lots anticipated for such Neighborhood have been conveyed to Class "A" Members other than Builders. Thereafter, the Board shall call for an annual election of one Neighborhood Representative from each Neighborhood to succeed the Neighborhood Represen-tative whose term is expiring. For any Neighborhood Representative election, the candidate who receives the greatest number of votes shall be elected. The candidate receiving the next greatest number of votes shall be elected as the alternate Neighborhood Representative and shall act in the Neighborhood Rep-resentative's absence. Votes for Neighborhood Representatives may be cast by written ballots through the mail, by computer (e.g., electronic mail or intranet system), or at a meeting of the Class "A" Members within the Neighborhood, as the Board determines. If the Class "A" Members holding at least 10% of the votes attributable to Lots within any Neighborhood sign a written petition and present it to the Board, the Neighborhood Representative election shall be held at a meeting. Candidates for election as Neighborhood Representatives may be nominated by the Board, a nominating committee the Board appoints, and from the floor during an election meeting, or, in addition or in the alternative; any Person may submit their home for consideration. 23

The presence, in person or by proxy, or the filing of ballots by Class "A" Members repre-senting at least 25% of the total Class "A" votes attributable to Lots in the Neighborhood shall constitute a quorum at any Neighborhood meeting or election. In the event of a failure to obtain a quorum or if there is a vacancy in such positions for any Neighborhood, the Board may appoint a Neighborhood Representative or alternate Neighborhood Representative to represent the Neighborhood until a successor is elected. Any Neighborhood Representative (other than Declarant's designee) may be removed, with or without cause, upon the vote or written petition of Owners of a majority of the Lots owned by Class "A" Members in the Neighborhood which the Neighborhood Representative represents. Neighborhood Representatives are subordinate to the Board, and their responsibility and authority does not extend to policymaking, supervising, or otherwise being involved in Associa-tion governance beyond voting on matters put to a vote of the membership. 6.5. Voting Groups. Before the Class "B" Control Period expires, Declarant, in its sole discretion, may com-bine different Neighborhoods into Voting Groups for the purpose of electing directors to the Board. The purpose of Voting Groups is to provide for representation on the Board by groups with dissimilar interests and to avoid particular groups dominating the Board due to the number of votes held by such groups. Declarant shall establish Voting Groups, if at all, by Recording a Supplemental Declaration identifying the Voting Group in any manner by which the Lots within the Voting Group can clearly be determined. Declarant may amend such designations, in its sole discretion, at any time during the Class "B" Control Period. In any event, each Voting Group shall elect an equal number of directors to the Board. After Declarant's right to appoint Voting Groups expires, the Board, with the approval of Neighborhood Representatives representing a majority of the Neighborhoods and a majority of the total Class "A" votes in the Association, may create one or more Voting Groups, or change existing Voting Groups, by Recording a Supplemental Declaration or amending a previous Sup-plemental Declaration. Neither Recording nor amending a Supplemental Declaration to create or change Voting Groups shall be an amendment to this Declaration, and no consent or approval of any Person shall be required except as stated in this Section. Until Voting Groups are established, the Resi-dential Community shall be a single Voting Group. After Voting Groups are established, all por-tions of the Residential Community not assigned to a specific Voting Group shall together consti-tute a single Voting Group. No more than five Voting Groups shall be created. 6.6. At-Large Representatives. "At-Large Representatives" shall be designated or elected to serve as directors on the Board. At-Large Representatives shall be residents of the Residential Community and, except 24

for Declarant's designee, elected by votes cast by the Class "A" Members within the Residential Community. For each At-Large Representative election, the candidate who receives the greatest number of votes shall be elected as the At-Large Representative. Except as provided below with respect to the initial terms, each At-Large Representative shall serve a two-year term. At-Large Representatives may serve no more than two consecutive terms. Declarant shall appoint the initial At-Large Representative, along with the initial Neighborhood Representatives, no later than at such time as 25% of the Lots anticipated for the Residential Community under the Master Plan have been conveyed to Class "A" Members other than Builders. Within 30 days after Class "A" Members other than Builders own 50% of the Lots anticipated for the Residential Community under the Master Plan, or whenever Declarant earlier determines, the Board shall call for an election by the Class "A" Members of an additional At-Large Representative who shall serve until the mid-point of the other At-Large Representative's term (provided, if the mid-point first occurs within one year of being elected, the additional At-Large Representative shall serve until the mid-point of the other At-Large Representative's next two-year term). Thereafter, a new At-Large Representative shall be elected annually, and at all times, the Residential Community shall have two At-Large Representatives with the two-year term of each being staggered. An elections for an At-Large Representative shall take place annually and, if applicable, at the same time as elections for Neighborhood Representatives. Elections shall be by written ballot without the necessity of a meeting. The person receiving the greatest number of votes shall be elected. A quorum shall not be required to elect an At-Large Representative. Any At-Large Representative (other than Declarant's designee) may be removed, with or without cause, upon the vote or written petition of Owners of a majority of the Lots owned by Class "A" Members. Article VII Association Powers and Responsibilities 7.1. Acceptance and Control of Association Property. (a) The Association may acquire, hold, mortgage or otherwise encumber, lease (as landlord or tenant), operate, and dispose of tangible and intangible personal property and real property. The Association may enter into leases, licenses, or operating agreements, for payment or no payment, as the Board deems appropriate, permitting use of portions of the Common Area by others. (b) Declarant or its designees may transfer to the Association, and the Association shall accept, personal property and/or fee title or other property interests in any improved or unim-proved real property included within the property described in Exhibit "A" or "B." Upon Decla-rant's written request, the Association shall transfer back to Declarant any unimproved real prop-erty originally conveyed to the Association for no payment, to the extent conveyed by Declarant in error or needed by Declarant to make minor adjustments in property lines. 25

OR BK 3513 PG 592 (c) The Association is responsible for management, operation, and control of the Com-mon Area, subject to any covenants, easements, or restrictions set forth in the deed or other in-strument transferring the property to the Association. The Board may adopt such reasonable rules regulating use of the Common Area as it deems appropriate. The Association may enter into a property management agreement with any Person, including Declarant or any Affiliate of Declarant. 7.2. Maintenance of Common Maintenance Areas. The Association shall maintain the Common Maintenance Areas in accordance with the Community-Wide Standard. The Common Maintenance Areas shall include, but are not limited to: (a) the Common Area, including landscaping, structures, and other improvements; (b) such portions of any additional property as may be dictated by Declarant, this Dec-laration, any Supplemental Declaration, any Plat, or any contract, covenant, or agreement for maintenance entered into by, or for the benefit of, the Association; and (c) all ponds, streams, and/or wetlands located within Southwood which serve as part of the Residential Community's stormwater drainage system, including associated improvements and equipment, but not including any such areas maintained by a Community Development Dis-trict or the City of Tallahassee. Without limiting the generality of the foregoing, unless otherwise assigned to a Commu-nity Development District by Declarant, the Association shall assume all of Declarant's (and De-clarant's Affiliates') responsibilities to the City of Tallahassee or Leon County and their govern-mental or quasi-governmental subdivisions, any state and federal agencies, and similar entities of any kind with respect to the Common Area, and shall indemnify and hold Declarant and its Af-filiates harmless with respect to such assumed responsibilities. The Association may maintain other property which it does not own, including property dedicated to the public, if the Board determines that such maintenance is necessary or desirable to maintain the Community-Wide Standard and the property owner consents. The Association shall not be liable for any damage or injury occurring on or arising out of the condition of property which it does not own except to the extent that it has been negligent in performing its maintenance responsibilities. The Association shall maintain the facilities and equipment within the Common Mainte-nance Areas in continuous operation, except for any periods necessary, as determined by the Board, to perform required maintenance or repairs, unless the Board and Neighborhood Repre-sentatives representing 75% of the Class "A" votes in the Association agree in writing to discon-tinue such operation (which may include closing and/or demolishing such facilities or equip-ment); provided, if the property is Limited Common Area, at least 75% of the Owners to whom 26

OR BK 3513 PG 593 such Limited Common Area is assigned (or such higher percentage as a Supplemental Declara-tion may require) also must agree in writing. Notwithstanding the above, the Common Mainte-nance Areas may not be reduced, nor shall operation of its facilities and equipment be discontin-ued, without Declarant's prior written approval as long as Declarant or any Affiliate of Declarant owns any property described in Exhibit "A" or "B" to this Declaration. The costs associated with maintenance, repair, and replacement of the Common Mainte-nance Areas shall be a Common Expense. However, the Association may seek reimbursement from the owner(s) of, or other Persons responsible for, certain portions of the Common Mainte-nance Areas pursuant to this Declaration, a Supplemental Declaration, or other Recorded cove-nants or agreements. The cost of maintenance, repair, and replacement of Limited Common Ar-eas shall be assessed against the Lots to which such areas are assigned. Unless Declarant expressly agrees in writing with the Association to pay the costs of maintaining any portion of the Common Maintenance Areas, Declarant shall have no such obli-gation, regardless of any inferences which may be drawn from promotional or other materials. 7.3. Community Activities, Services, and Programs. The Association shall organize, fund, and administer Southwood's "community creation and maintenance program," which shall include such community-building activities, services, and programs as the Board deems necessary, desirable, and appropriate. Examples of such ac-tivities, services, and programs which the Association may provide include the following: (a) primary and adult education programs; (b) recreational, social, and charitable programs and services; (c) environmental and conservation activities and programs (e.g., preservation of natural areas, community-wide recycling); (d) activities designed to promote compliance with community regulations through education, communication, and grass roots support; (e) promotional and public relations activities on behalf of the Southwood commu-nity; (f) cultural, artistic, and wellness programs; (g) operation and preservation of historical and archaeological sites; (h) community services for the benefit of Southwood's residents and the surrounding community (e.g., caretaker services, childcare, personal shopping services, etc.); 27

OR BK 3513 PG 594 (i) computer Internet or intranet sites; G) learning centers and computer centers designed to supplement home offices; (k) community-wide video and technology; (I) charter clubs and other volunteer organizations and activities; and (m) other services, activities, and programs which advance the Association's mission to enhance the sense of community within Southwood. The Association may enter into and terminate contracts or agreements with other entities, including Declarant, to provide such activities, services, and programs, and to provide the neces-sary facilities. The Association may charge use or service fees for any such activities, services, or programs, or may include the costs in the Association's budget as a Common Expense and as-sess it as part of the "Regular Assessment" under the Association Declaration, if offered to all Owners. Nothing in this Section shall be construed as a representation by Declarant or the Asso-ciation as to what, if any, activities, services, or programs shall be provided. In addition, the As-sociation may modify or cancel existing contracts for services in its discretion, unless the ser-vices are otherwise required by the Governing Documents. Non-use of services provided to all Owners or all property within Southwood as a Common Expense shall not exempt any Owner or the Association from the obligation to pay assessments for such services. 7.4. Art of Living Director. The Association shall create and fund the position of "Art of Living Director" for the col-lective benefit of the Southwood community. The Art of Living Director's role shall be to create, foster, and enhance community and quality of life within Southwood by providing leadership for the overall planning, development, execution, and continuing evaluation of Southwood's com-munity creation program. 28

OR BK 3513 PG 595 Serves from community's early stages Serves as ombudsmwi and teaches non-ndversarial communication Encourages participation Motivates eo le Exercises ]eudership ~!'?\ ,coordinate tl~ 11 • and · implements Coordinates education programs The Art of Living Director's specific responsibilities shall be those assigned by the Board and may include the following: (a) coordinating, promoting, and facilitating community-wide events and activities; (b) conducting educational programs and contracting for and coordinating higher-level, specialized education; (c) organizing and promoting sports or recreational leagues; (d) serving as an ombudsman within Southwood by teaching and practicing "non-adversarial communication" and, when the need arises, mediating, listening to, diffusing, or oth-erwise intervening to solve disputes and conflicts at the request of the parties involved; (e) working with volunteers and staff members and cooperating with the Board to implement the Association's objectives and administer its daily affairs; (f) motivating Owners, residents, and invitees to participate in and volunteer their time and skills for community events and activities; and (g) seeking out new opportunities for building community life and spirit. The Art of Living Director shall be employed or otherwise contracted for by the Associa-tion. The Association shall establish the Art of Living Director's compensation and may modify such compensation from time to time to reflect changes in the employment market, the Associa-tion's economic viability, and other relevant factors. In addition, the Association shall fund the Art of Living Director's operational expenses in such amounts as the Association deems suffi-cient. The Association may enact rules to ensure the successful creation, staffing (including the 29

OR BK 3513 PG 596 Association's appointment rights), funding, operation, execution of duties, and continuity of the Art of Living Director position. 7.5. Youth Board. The Association, in its discretion, may create and fund a Youth Board composed of and selected by community residents between the ages of 13 and 18. If created, the Youth Board shall serve as a liaison between Southwood's youth and the Association, empowering South-wood's youth with a voice, a sense of "belonging," and a mechanism for positively influencing their peers and others in Southwood. The Youth Board may hold meetings, discussion groups, or sponsor other events de-signed to foster group discussion and collective decision-making. The Youth Board may request funding from the Association for additional services, facilities, or activities for the Southwood community; organize and independently operate such services, facilities, or activities; communi-cate with the Association on issues of importance to the youth; or make suggestions or recom-mendations for community improvement to the Association. The Association may approve or reject any requested service, facility, or activity or any funding request (or may rescind any pre-viously approved service or funding request) based upon reasonable, community-related consid-erations. The Art of Living Director shall serve as an ex-officio member of the Youth Board and the Youth Board shall cooperate with and assist the Art of Living Director in the performance of its duties. The Board may enact rules to ensure the successful formation, selection, operation, and continuity of the Youth Board. 7.6. Volunteering Activities and Charter Clubs. In recognition of the fact that volunteering activities benefit both Southwood and the lar-ger community, an Association goal shall be to promote a strong volunteer ethic among members of the community and encourage and facilitate the organization of volunteer organizations within Southwood. To accomplish this end, the Association may grant incentives for volunteering, such as exemptions from specific program fees and public recognition of distinguished volunteers and their achievements. The Association also may cooperate with and support outside organizations, such as recreational leagues or cultural organizations, by making facilities available for the or-ganization's use or sponsoring the organization's activities. Additionally, the Association may compile and maintain a data bank of Owners, tenants, residents, or invitees interested in volun-teering and make such data available to other volunteer organizations. The Association, in its sole discretion, may establish or support the establishment of "charter clubs" to encourage or facilitate the gathering of people to pursue common interests or hobbies. A charter shall confer privileges and impose responsibilities on the club and its mem-bers. For example, the Association may grant privileges including financial support; material 30

OR BK 3513 PG 597 support; facility use privileges, either with or without charge; priority for facility use; administra-tive and technical support; and liability insurance coverage. The Association may grant charters to any group of individuals who share a particular field of interest. Any Owner, tenant, or resident may submit a written request to the Association for a charter. In its sole discretion, the Association may grant or deny such request. The Asso-ciation may fund the charter club as an Association Expense and/or require that club members pay use or consumption fees for materials, facilities use, or other club expenses. The Association may use computer bulletin boards, web sites, and publications to assist charter clubs and other community groups, religious groups, civic groups, youth organizations, and support groups in publicizing meetings, events, and the need for volunteer assistance. How-ever, the Association may not fund the specific advertising or promotion of a charter club's events or another volunteer group's events, unless the Association, in its sole discretion, deter-mines that such events or organizations benefit the entire community. 7. 7. Insurance. ports recreational leagues and cultural rganizations May maintain volunteer data bank ~ May grant charters to charter clubs ~ Publicizes meetings, events, etc. (a) Required Coverages. The Association, acting through its Board or its duly author-ized agent, shall obtain and continue in effect the following types of insurance, if reasonably available, or if not, the most nearly equivalent coverages as are reasonably available: (i) Blanket property insurance covering "risks of direct physical loss" on a "spe-cial form" basis (or comparable coverage by whatever name denominated) for all insurable im-provements on the Common Area and within other portions of the Common Maintenance Areas to the extent that the Association has assumed responsibility in the event of a casualty, regardless of ownership. If such coverage is not generally available at reasonable cost, then "broad form" 31

OR BK 3513 PG 598 coverage may be substituted. If necessary, coverage for wind damage may be by separate policy, including any policy issued by a joint underwriting association or company or any company writ-ing wind coverage exclusively or predominantly. All Association property insurance policies shall have policy limits sufficient to cover the full replacement cost of the insured improvements under current building ordinances and codes; (ii) Commercial general liability insurance on the Common Maintenance Areas, insuring the Association and its Members for damage or injury caused by the negligence of the Association or any of its Members, employees, agents, or contractors while acting on its behalf. If generally available at reasonable cost, such coverage (including primary and any umbrella coverage) shall have a limit of at least $2,000,000.00 per occurrence and in the aggregate with respect to bodily injury, personal injury, and property damage; (iii) Workers compensation insurance and employers liability insurance, if and to the extent required by law; (iv) Directors and officers liability coverage; and (v) Commercial crime insurance, including fidelity insurance covering all Persons responsible for handling Association funds in an amount determined in the Board's business judgment, but not less than an amount equal to one-quarter of the annual Regular Assessments on all Lots plus reserves on hand. Fidelity insurance policies shall contain a waiver of all defenses based upon the exclusion of Persons serving without compensation. In the exercise of its business judgment, the Board may obtain additional insurance cov-erage and higher limits. Premiums for Common Maintenance Area insurance shall be a Common Expense, except that (i) premiums for property insurance on Lots within a Neighborhood shall be a Neighborhood Expense; and (ii) premiums for insurance on Limited Common Areas may be assessed against the Owners of Lots served by the Limited Common Area or in such other manner as the Board reasonably determines is more appropriate. (b) Policv Requirements. The Association shall arrange for an annual review of the sufficiency of its insurance coverage by one or more qualified Persons, at least one of whom must be familiar with insurable replacement costs in the metropolitan Tallahassee area. All As-sociation policies shall provide for a certificate of insurance to be furnished to the Association and, upon request, to each Member insured. The policies may contain a reasonable deductible which shall not be subtracted from the face amount of the policy in determining whether the policy limits satisfy the requirements of Section 7.3(a). In the event of an insured loss, the deductible shall be treated as a Common Ex-pense or a Neighborhood Expense in the same manner as the premiums for the applicable insur-ance coverage. However, if the Board reasonably determines, after notice and an opportunity to be heard in accordance with the By-Laws, that the loss is the result of the negligence or willful 32

OR BK 3513 PG 599 misconduct of one or more Owners, their guests, invitees, or tenants, then the Board may assess the full amount of such deductible against such Owner(s) and their Lots as a Benefited Assess-ment. To the extent available at reasonable cost and terms, all Association insurance coverage (i) be written with a company authorized to do business in Florida which satisfies the requirements of the Federal National Mortgage Association, or such other secondary mort-gage market agencies or federal agencies as the Board deems appropriate; (ii) be written in the name of the Association as trustee for the benefited parties. Policies on the Common Areas shall be for the benefit of the Association and its Members. Poli-cies secured on behalf of a Neighborhood shall be for the benefit of the Owners within the Neighborhood and their Mortgagees, as their interests may appear; (iii) not be brought into contribution with insurance purchased by individual Own-ers, their Mortgagees, or any occupants of a Lot; (iv) contain an inflation guard endorsement; (v) include an agreed amount endorsement, if the policy contains a co-insurance clause; (vi) provide that each Owner is an insured person under the policy with respect to liability arising out of such Owner's interest in the Common Area as a Member in the Association (provided, this provision shall not be construed as giving an Owner any interest in the Common Area other than that of a Member); (vii) include an endorsement precluding cancellation, invalidation, suspension, or non-renewal by the insurer on account of any one or more individual Owners, or on account of any curable defect or violation without prior written demand to the Association to cure 'the defect or violation and allowance of a reasonable time to cure; and (viii) include an endorsement precluding cancellation, invalidation, or condition to recovery under the policy on account of any act or omission of any one or more individual Own-ers, unless such Owner is acting within the scope of its authority on behalf of the Association. In addition, the Board shall use reasonable efforts to secure insurance policies which list the Owners (as a class) as additional insureds and provide: (i) a waiver of subrogation as to any claims against Declarant, Declarant's Affili-ates, the Association, or their respective directors, officers, employees, and agents, or the Owners and their tenants, servants, agents, and guests; 33

OR BK 3513 PG 600 (ii) a waiver of the insurer's rights to repair and reconstruct instead of paying cash; (iii) an endorsement excluding Owners' individual policies from consideration un-der any "other insurance" clause; (iv) an endorsement requiring at least 30 days' prior written notice to the Associa-tion of any cancellation, substantial modification, or non-renewal; (v) a cross liability provision; and (vi) a provision vesting in the Board exclusive authority to adjust losses; provided, no Mortgagee having an interest in such losses may be prohibited from participating in the set-tlement negotiations, if any, related to the loss. (c) Restoring Damaged Improvements. In the event of damage to or destruction of Common Area or other property which the Association is obligated to insure, the Board or its duly authorized agent shall file and adjust all insurance claims and obtain reliable and detailed estimates of the cost of repairing or restoring the property to substantially the condition in which it existed prior to the damage, allowing for changes or improvements necessitated by changes in applicable building codes. Damaged improvements on the Common Area shall be repaired or reconstructed unless the Neighborhood Representatives representing at least 75% of the total Class "A" votes in the Association and the Class "B" Member, if any, decide within 60 days after the loss not to repair or reconstruct. If the damage is to Limited Common Area, repairs shall be made unless at least 75% of the Owners to whom such Limited Common Area is assigned vote not to repair or recon-struct and the Class "B" Member, if any, consents. If either the insurance proceeds or estimates of the loss, or both, are not available to the Association within such 60-day period, then the pe-riod may be extended until such funds or information are available. No Mortgagees shall have the right to participate in the determination of whether the damage or destruction to the Common Area shall be repaired or reconstructed. If a decision is made not to restore the damaged improvements, and no alternative im-provements are authorized, the affected property shall be cleared of all debris and ruins and thereafter shall be maintained by the Association in a neat and attractive condition consistent with the Community-Wide Standard. The Association shall retain in a reserve fund for capital items any insurance proceeds remaining after paying the costs of repair or reconstruction, or after an agreed-upon settlement, for the benefit of the Members or the Owners of Lots within the insured Neighborhood, as ap-propriate. This is a covenant for the benefit of Mortgagees and may be enforced by the Mort-gagee of any affected Lot. 34

OR BK 3513 PG 601 If insurance proceeds are insufficient to cover the costs of repair or reconstruction, the Board may, without a vote of the Members, levy Special Assessments to cover the shortfall against those Owners responsible for the applicable insurance coverage premiums. 7.8. Compliance and Enforcement. (a) The Board may impose sanctions for Governing Document violations, which in-clude those listed below and any others described elsewhere in the Governing Documents. The Board may establish a range of penalties for different violations, with violations of the Declara-tion, unsafe conduct, and harassment or intentionally malicious conduct treated more severely than other violations. The following sanctions require prior notice and an opportunity for a hear-ing in accordance with the By-Laws: (i) imposing reasonable monetary fines, not to exceed $100.00 per violation (or per day in the case of a continuing violation, except that, in the case of a continuing violation, only a single notice and opportunity for hearing is required). Fines may be imposed within a graduated range. There is no limit on the aggregate amount of any fine for a continuing viola-tion; (ii) suspending any Person's right to use Common Area amenities (except that no notice or hearing is required if the Owner is more than 60 days delinquent in paying any assess-ment or other charge owed the Association); provided, nothing shall authorize the Board to im-pair an Owner or occupant's access to his or her Lot; (iii) suspending any services provided by the Association (except that no notice or hearing is required if the Owner is more than 60 days delinquent in paying any assessment or other charge owed to the Association); (iv) exercising self-help or talcing action to abate any violation of the Governing Documents occurring on a Lot in a non-emergency situation (including removing personal prop-erty that violates the Governing Documents); and (v) levying Benefited Assessments to cover costs the Association incurs to bring a Lot into compliance with the Governing Documents. In addition, the Board may take the following enforcement actions to ensure compliance with the Governing Documents without the necessity of complying with the procedures set forth in the By-Laws: (i) suspending the vote allocated to any Lot if the Owner is more than 90 days delinquent in paying any Regular or Neighborhood Assessment; (ii) exercising self-help or taking action to abate a violation on a Lot in any situa-tion that requires prompt action to avoid potential injury or damage or unreasonable inconven-35

OR BK 3513 PG 602 ience to other persons or their property (including towing vehicles that are in violation of parking rules and regulations); (ii) exercising self-help or taking action to abate a violation on the Common Area under any circumstances; or (iii) bringing suit at law for monetary damages or in equity to stop or prevent any violation, or both. In addition to any other enforcement rights, if an Owner fails properly to perform his or her maintenance responsibility, the Association may Record a notice of violation or perform the required maintenance and assess its costs against the Lot and the Owner as a Benefited Assess-ment. If a Neighborhood Association fails to perform its maintenance responsibilities, the Asso-ciation may perform the maintenance and assess the costs as a Benefited Assessment against all Lots within the Neighborhood. Exercising the enforcement rights provided in this paragraph shall not require that the violator first be given an opportunity for a hearing; provided, except in an emergency situation, the Association shall provide the Owner or Neighborhood Association reasonable notice and an opportunity to cure the problem prior to talcing such enforcement action. The above sanctions shall not apply to Declarant or any Affiliate of Declarant or to any Lot owned by Declarant or any of its Affiliates. All sanctions and remedies set forth in the Gov-erning Documents are in addition to any remedies available at law or in equity. In any action to enforce the Governing Documents, the prevailing party may recover all of its costs incurred in the action, including, without limitation, court costs and reasonable attorneys' fees. (b) The decision to pursue enforcement action in any particular case shall be left to the Board's discretion, except that the Board shall not be arbitrary or capricious in talcing enforce-ment action. Without limiting the generality of the foregoing sentence, the Board may determine that, under the circumstances of a particular case: (i) the Association's position is not strong enough to justify taking any or further action; (ii) the covenant, restriction, or rule being enforced is, or is likely to be construed as, inconsistent with applicable law; (iii) although a technical violation may exist or may have occurred, it is not of such a material nature as to be objectionable to a reasonable person or to justify expending the Asso-ciation's resources; or (iv) that it is not in the Association's best interests, based upon hardship, expense, or other reasonable criteria, to pursue enforcement action. 36

OR BK 3513 PG 603 A decision not to enforce a particular provision shall not prevent the Association from enforcing the same provision at a later time or prevent the enforcement of any other covenant, restriction, or rule. By contract or other agreement, the Association may enforce applicable city and county ordinances. In addition, Leon County and the City of Tallahassee may enforce their ordinances within the Residential Community. 7.9. Implied Rights; Board Authority. The Association may exercise any right or privilege given to it expressly or by reasonable implication by the Governing Documents, and may take action reasonably necessary to effectuate any such right or privilege. Except as otherwise specifically provided in the Governing Docu-ments or by law, all of the Association's rights and powers may be exercised by the Board with-out a vote of the membership. The Board may institute, defend, settle, or intervene on the Association's behalf in media-tion, binding or non-binding arbitration, litigation, or administrative proceedings in matters per-taining to the Common Maintenance Areas, enforcement of the Governing Documents, or any other civil claim or action. However, the Board has no legal duty to institute any civil action or proceeding on behalf of or in the name of the Association or the Members. In exercising the Association's rights and powers, making decisions on the Association's behalf (including, without limitation, deciding whether to file a lawsuit or take other legal action under any circumstances) and conducting the Association's affairs, Board members and the As-sociation's officers are subject to, and their actions shall be judged in accordance with, the stan-dards set forth in the By-Laws. 7.10. Indemnification of Officers, Directors, and Others. The officers, directors, and committee members, acting in such capacity, shall not be li-able for any mistake of judgment, negligent or otherwise, except for their own individual willful misfeasance, malfeasance, misconduct, or bad faith. The officers and directors shall have no per-sonal liability for any contract or other commitment made or action taken in good faith on the Association's behalf. Subject to Florida law, the Association shall indemnify every officer, director, and com-mittee member against all damages and expenses, including counsel fees, reasonably incurred in connection with any action, suit, or other proceeding (including settlement of any suit or proceed-ing, if approved by the then Board of Directors) to which he or she may be a party by reason of being or having been an officer, director, or committee member, except that such obligation to indemnify shall be limited to those actions for which the indemnitee's personal liability is limited underthis Section. This right to indemnification shall not be exclusive of any other rights which any present or former officer, director, or committee member may have. The Association shall, as a Com-37

OR BK 3513 PG 604 mon Expense, maintain adequate general liability and officers' and directors' liability insurance to fund this obligation, if such insurance is reasonably available. 7 .11. Powers of the Association Relating to Neighborhoods. A Neighborhood Committee is an Association committee, and the Board shall have all of the power and control over Neighborhood Committees that it has over other Association commit-tees. The Association may require that a Neighborhood Association take specific action in con-nection with its obligations and responsibilities, such as requiring that specific maintenance or repairs or aesthetic changes be made and requiring that a proposed budget include certain items and that expenditures be made therefor. A Neighborhood Association shall take such action within the reasonable time frame the Association sets. If the Neighborhood Association fails to comply, the Association may act on behalf of the Neighborhood Association and levy Benefited Assessments to cover the costs, as well as an administrative charge and sanctions. 7. 12. Provision of Services. The Association may provide, or provide for, services and facilities for all or any of the Members and their Lots, and may enter into contracts or agreements with other entities, including Declarant or its Affiliates, to provide such services and facilities. The Board may charge use or service fees for any such services and facilities, or may include the costs in the Association's budget as a Common Expense and assess it as part of the Regular Assessment, if provided to all Lots. If provided to less than all Lots, the Board may assess such costs as a Neighborhood or Benefited Assessment, as applicable. By way of example, such services and facilities might in-clude landscape maintenance, pest control service, cable television service, telephone, internet access, security monitoring, caretaker, transportation, fire protection, utilities, trash collection and recycling, and similar services and facilities. Nothing in this Section shall be construed as a representation by Declarant or the Asso-ciation as to what, if any, services shall be provided. In addition, subject to the contract terms, the Board may modify or cancel existing contracts for services in its discretion, unless the ser-vices are otherwise required by the Governing Documents. Non-use of services provided to all Owners or Lots as a Common Expense shall not exempt any Owner from the obligation to pay assessments for such services. 7 .13. Relationships with Other Properties. The Association may enter into contractual agreements or covenants to share costs with neighboring properties or Private Amenities to contribute funds for, among other things, shared or mutually beneficial property or services and/or a higher level of Common Area maintenance. 38

OR BK 3513 PG 605 7.14. Facilities and Services Open to the Public. Certain portions of Southwood, including facilities, may be open for public use and en-joyment. Such facilities and areas may include, for example: property a CDD maintains, green-belts, trails and paths, parks, areas conducive to gathering and interaction, roads, sidewalks, and medians. 7.15. Relationship with Governmental and Tax-Exempt Organizations. The Association may enter into agreements or contracts with, or grant exclusive and/or non-exclusive easements over the Common Area to, state or local governments, public utility providers, a Community Development District, and non-profit, tax-exempt organizations for the benefit of the Residential Community, the Association, and the Members. The Association may contribute money, real property (including Common Area), personal property, or services to any such entity. Any such contribution shall be a Common Expense and included as a line item in the Association's annual budget. For the purposes of this Section, a "tax-exempt organization" shall mean an entity which is exempt from federal income taxes under the Internal Revenue Code ("Code"), such as, but not limited to, entities which are exempt from federal income taxes under Sections 50l(c)(3) or 501 ( c )( 4 ), as the Code may be amended from time to time. 7.16. Right To Designate Sites for Governmental and Public Interests. For so Jong as Declarant or any Affiliate of Declarant owns any property described in Ex-hibit "A" or "B," Declarant may, but is not obligated to, designate sites within the Residential Community for government, education, or religious activities and interests, including without limitation, fire, police, and utility facilities, schools and educational facilities, houses of worship, parks, and other public facilities. The sites may include Common Area, in which case the Asso-ciation shall take whatever action is required to permit such use, including dedication or convey-ance of the site, if so directed by Declarant. 7.17. Education and Training. As a Common Expense, the Board may establish education, training, and orientation pro-grams relating to community governance, including "continuing" education programs, for every-one in the Residential Community. The Board may utilize any appropriate method to achieve these education goals, including a community intranet; learning centers, computer centers, and business centers; and coordinated activities with the Art of Living Director, Association commit-tees, or Board members. 7.18. Use of Technology. In recognition of the opportunities offered through computers and continuing advance-ments in the high technology fields, the Association may, as a Common Expense, provide for or offer services.which make use of computers and other technological opportunities. For example, 39

OR BK 3513 PG, 606 to the extent Florida law permits, and unless otherwise specifically prohibited in the Governing Documents, the Association may send required notices by electronic means; hold Board or Asso-ciation meetings and permit attendance and voting by electronic means; send and collect assess-ment and other invoices over the computer; sponsor a community cable television channel; create and maintain a community intranet or Internet home page offering interactive participation op-portunities for users; or maintain an "online" newsletter or bulletin board, Article VIII Association Finances 8.1. Budgeting and Allocating Common Expenses, The Association is authorized to levy Regular Assessments against all Lots subject to as-sessment under Section 8. 7 to fund the Common Expenses. Before the beginning of each fiscal year, the Board shall prepare a budget of the estimated Common Expenses for the coming year, including any contributions to be made to a reserve fund pursuant to Section 8.3. The budget shall reflect the sources and estimated amounts of funds to cover such expenses, including any prior year's surplus or deficit, any non-assessment income, and anticipated assessment income. The budget also shall separately reflect all fees for recreational activities as required under Flor-ida law. In determining the Regular Assessment, the Board may consider any assessment income expected to be generated from any property reasonably anticipated to become subject to assess-ment during the fiscal year. The Board shall send a copy of the final budget and notice of the amount of the Regular Assessment to each Owner at least 30 days before the fiscal year begins. The budget shall not be subject to Owner approval and there shall be no obligation to call an Owners' meeting to consider the budget. Declarant may, but shall not be obligated to, reduce the Regular Assessment for any fiscal year by payment of a subsidy (in addition to any amounts paid by Declarant under Section 8.7(b)) which may be a contribution, an advance against future assessments due from Declarant, or a loan, in Declarant's discretion. Any such subsidy shall be disclosed as a line item in the income portion of the budget. The payment of such subsidy in any year shall not obligate Declarant to continue paying a subsidy in future years, unless otherwise provided in a written agreement be-tween the Association and Declarant. If any proposed budget is disapproved under Section 8.9, or the Board fails for any reason to determine the budget for any year, then the budget most recently in effect shall continue in ef-fect until a new budget is determined. The Board may revise the budget and adjust the Regular Assessment from time to time during the year, subject to Section 8.9 and the notice requirements set forth above and in Florida law. 40

OR BK 3513 PG 607 8.2. Budgeting and Allocating Neighborhood Expenses. The Association is authorized to levy Neighborhood Assessments against all Lots subject to assessment in a Neighborhood to fund Neighborhood Expenses; provided, if specified in a Supplemental Declaration or if a majority of the Owners within the Neighborhood requests in writing, any portion of the assessment intended for the exterior maintenance of structures, insur-ance on structures, or replacement reserves pertaining to particular structures shall be levied on just the benefited Lots equally, in proportion to the benefit received, or in any other reasonable manner. Before the beginning of each fiscal year, the Board shall prepare separate Neighborhood budgets covering the estimated Neighborhood Expenses, if any, for each Neighborhood during the coming year. Each such budget shall include any costs for additional services or a higher level of services approved pursuant to Section 6.4(a) and any contribution to be made to a reserve fund pursuant to Section 8.3. The budget shall also reflect the sources and estimated amounts of funds to cover such expenses, including any prior year's surplus or deficit, any anticipated non-assessment income, and assessment income anticipated from the Lots in the Neighborhood. The Board shall send a copy of the Neighborhood budget and notice of the amount of the Neighborhood Assessment for the coming year to each Owner in the Neighborhood at least 30 days before the fiscal year begins. The budget shall not be subject to Owner approval and there shall be no obligation to call an Owner's meeting to consider the budget If the proposed budget for any Neighborhood is disapproved under Section 8.10, or if the Board fails for any reason to determine the budget for any year, then until such time as a budget is determined, the budget in effect for the year before shall continue for the current year. The Board may revise the budget for any Neighborhood and the amount of any Neighborhood Assessment from time to time during the year, subject to the notice requirements above and pursuant to Florida law and the right of the Owners of Lots in the affected Neighbor-hood to disapprove the revised budget as set forth above. All amounts the Association collects as Neighborhood Assessments shall be held and expended solely for the benefit of the Neighborhood for which they were collected. Such amounts shall be accounted for separately from the Association's general funds. Declarant may, but shall not be obligated to, reduce the Neighborhood Assessment for any Neighborhood for any fiscal year by payment of a subsidy (in addition to any amounts paid by Declarant under Section 8.7(b)) which may be a contribution, an advance against future as-sessments due from Declarant, or a loan, in Declarant's discretion. Any such subsidy shall be disclosed as a line item in the income portion of the Neighborhood budget. The payment of such subsidy in any year shall not obligate Declarant to continue paying a subsidy in future years, unless otherwise provided in a written agreement between the Association and Declarant. 41

OR BK 3513 PG 608 8.3. Budgeting for Reserves. The Board may include in the Common Expense budget or the Neighborhood Expense budgets, as appropriate, a capital contribution to fund reserves in an amount sufficient to meet the projected need with respect both to amount and timing by annual contributions over the budget period. Reserve budgets shall take into account the number and nature of replaceable as-sets, the expected life of each asset, and the expected repair or replacement cost. So long as the Board exercises business judgment in determining the amount or necessity of the reserve fund, the amount shall be considered adequate. The Board may adopt resolutions regarding the expenditure of any reserve funds, includ-ing policies designating the nature of assets for which reserve funds may be expended. These policies may differ for general Association purposes and for each Neighborhood. So long as De-clarant or any Affiliate of Declarant owns any property described in Exhibit "A" or "B," neither the Association nor the Board shall adopt, modify, limit, or expand such policies without Decla-rant's prior written consent. The Board may enter into agreements with Declarant, on negotiated terms, under which Declarant may obligate itself to provide or contribute to reserve funds as needed on a "cash ba-sis" in lieu of funding reserves on an accrual basis. The Board has no duty to fund reserves dur-ing any period that Declarant is funding Association budget deficits. 8.4. Special Assessments. In addition to other authorized assessments, the Association may levy Special Assess-ments to cover unbudgeted expenses or expenses in excess of those budgeted. Special Assess-ments may be levied against the entire membership, if the Special Assessment is for Common Expenses, or against the Lots within any Neighborhood, if the Special Assessment is for Neighborhood Expenses. Except as otherwise specifically provided in this Declaration, any Spe-cial Assessment shall require the affirmative vote or written consent of Neighborhood Represen-tatives (if a Common Expense) or Members (if a Neighborhood Expense) representing at least a majority of the total votes allocated to Lots which will be subject to the Special Assessment, and the affirmative vote or written consent of the Class "B" Member, if any. Special Assessments shall be payable in such manner and at such times as the Board determines, and may be payable in installments extending beyond the fiscal year in which the Special Assessment is approved. 8.5. Benefited Assessments. The Association may levy Benefited Assessments against one or more particular Lots as follows: (a) to cover the costs, including overhead and administrative costs, of providing ser-vices to Lots upon request of an Owner pursuant to any menu of special services which the Asso-ciation may offer (which might include the items identified in Section 7.8) or which the Associa-tion otherwise provides to less than all Owners in accordance with this Declaration or any Sup-42

OR BK 3513 PG 609 plemental Declaration. Benefited Assessments for special services may be levied in advance of the provision of the requested service; and (b) to cover costs incurred in bringing a Lot into compliance with the Governing Documents, or costs incurred as a consequence of the conduct of the Owner or occupants of the Lot, their agents, contractors, employees, licensees, invitees, or guests; provided, the Board shall give the Lot Owner prior written notice and an opportunity for a hearing, in accordance with the By-Laws, before levying any Benefited Assessment under this subsection. The Association may also levy a Benefited Assessment against a Neighborhood Associa-tion or the Lots within any Neighborhood to reimburse the Association for costs incurred in bringing the Neighborhood into compliance with the provisions of the Governing Documents, provided the Board gives prior written notice to the Neighborhood Association or the Owners of Lots in the Neighborhood, as applicable, and an opportunity for the Neighborhood Association or such Owners to be heard before levying the assessment. Lots which Declarant or any Affiliate of Declarant owns are exempt from Benefited As-sessments. 8.6. Commencement of Assessment Obligation; Time of Payment. The obligation to pay assessments commences as to each Lot on the date that the Lot is made subject to this Declaration; provided, with respect to any Lot the title to which has been transferred by Declarant prior to July 31, 2003 to an Owner other than Declarant or an Affiliate of Declarant, such Lot shall be assessed at a rate that is equal to 25% of the full per-Lot assess-ment for Regular, Neighborhood, and Special Assessments pertaining to such Lot (exclusive of any Benefited Assessments pertaining to such Lot), until the earlier of (a) a certificate of occu-pancy being issued for a dwelling on the Lot, or (b) the expiration of any time period within which a dwelling is required to be constructed on the Lot pursuant to the Architectural Guide-lines or a contract with Declarant, any Affiliate of Declarant, or any Builder. The first annual Regular Assessment and Neighborhood Assessment, if any, levied on each Lot shall be adjusted according to the number of months remaining in the fiscal year at the time assessments com-mence on the Lot. Owners shall pay assessments in the manner and on the dates the Board establishes. The Board may require advance payment of assessments at closing of the transfer of title to a Lot and may impose special requirements for Owners with a history of delinquent payment. If the Board so elects, assessments may be paid in quarterly or monthly installments. Unless the Board oth-erwise provides, the Regular Assessment and any Neighborhood Assessment shall be due and payable in advance on the first day of each fiscal year. If any Owner is delinquent in paying any assessments or other charges levied on his Lot, the Board may require that the outstanding bal-ance on all assessments be paid in full immediately. 43

OR BK 3513 PG 610 8.7. Obligation for Assessments. (a) Personal Obligation. Each Owner, by accepting a deed or entering into a Recorded contract of sale for any Lot, covenants and agrees to pay all assessments authorized in the Gov-erning Documents for each Lot owned. All assessments, together with interest (computed from the assessment's due date at a rate of at least 12% per annum or such higher rate as the Board may establish, subject to Florida law), late charges as determined by Board resolution, costs, and reasonable attorneys' fees, shall be the personal obligation of each Owner and a lien upon each Lot until paid in full. Upon a transfer of title to a Lot, the grantee shall be jointly and severally liable for any assessments and other charges due at the time of conveyance. The Board's failure to fix assessment amounts or rates or to deliver or mail each Owner an assessment notice shall not be deemed a waiver, modification, or a release of any Owner from the obligation to pay assessments. In such event, each Owner shall continue to pay Regular As-sessments and Neighborhood Assessments on the same basis as during the last year for which an assessment was made, if any, until a new assessment is levied, at which time the Association may retroactively assess any shortfalls in collections. No Owner is exempt from liability for assessments by non-use of the Common Area, abandonment of his or her Lot, or any other means. The obligation to pay assessments is a sepa-rate and independent covenant by each Owner. No reduction or abatement of assessments or set-off shall be claimed or allowed for any alleged failure of the Association or Board to take some action or perform some required function, or for inconvenience or discomfort arising from mak-ing repairs or improvements, or for any other reason. Upon written request, the Association shall furnish to any Owner liable for any type of assessment a certificate in writing signed by an Association officer setting forth whether such assessment has been paid. Such certificate shall be conclusive evidence of payment. The Asso-ciation may require the advance payment of a reasonable processing fee for the issuance of such certificate. (b) Declarant's Option to Fund Budget Deficits. During the Class "B" Control Period, Declarant may satisfy the obligation for assessments on Lots which it or any Affiliate of Decla-rant owns either by paying assessments in the same manner as any other Owner or by funding the budget deficit. The budget deficit is the difference between the amount of assessments levied on Class "A" Member-owned Lots, plus any other income received during the fiscal year, and the amount of the Association's actual expenditures during the fiscal year, but excluding expenses exclusively for capital improvement costs and reserves. Unless Declarant otherwise notifies the Board in writing at least 30 days before the beginning of the fiscal year, Declarant shall continue paying on the same basis as during the previous fiscal year. Regardless ofDeclarant's election, Declarant's assessment obligations may be satisfied in the form of cash or by "in kind" contributions of services or materials, or by a combination of these. After termination of tl1e Class "B" Control Period, except with respect to Benefited As-44

OR BK 3513 PG 611 sessments, Declarant shall pay assessments on Lots which it or its Affiliates own in the same manner as any other Owner. Declarant may make the election provided for under this subsection with respect to Regu-lar and Special Assessments and with respect to Neighborhood Assessments within any Neighborhood. 8.8. Lien for Assessments. The Association shall have a lien against each Lot to secure payment of delinquent as-sessments, as well as interest, late charges (subject to Florida law), and costs of collection (in-cluding attorneys' fees). Such lien shall be superior to all other liens, except (a) the liens of all taxes, bonds, assessments, and other levies which by law would be superior, and (b) the lien or charge of any Recorded first Mortgage (meaning any Recorded Mortgage with first priority over other Mortgages) made in good faith and for value. The Association's liens may be enforced by suit, judgment, and foreclosure in accordance with Florida law. The Association may acquire a Lot in connection with foreclosing its lien and, in such case, may hold, lease, mortgage, and convey the Lot. The Association may also sue for unpaid assessments and other charges without foreclosing or waiving its assessment lien. Sale or transfer of any Lot shall not affect the assessment lien or relieve such Lot from the lien for any subsequent assessments. However, the sale or transfer of any Lot pursuant to fore-closure by the first Mortgagee extinguishes the lien relating to any amounts due prior to the Mortgagee's foreclosure. The purchaser of a foreclosed Lot shall not be personally liable for as-sessments on such Lot due prior to the foreclosure sale. Such unpaid assessments shall be a Common Expense collectible from Owners of all Lots subject to assessment under Section 8.6, including such purchaser, its successors and assigns. Notwithstanding the above, while the Association owns a Lot: (a) no right to vote shall be exercised on its behalf; (b) no assessment shall be levied on it; and ( c) each other Lot shall be charged, in addition to its usual assessment, its pro rata share of the assessment that would have been charged such Lot had it not been acquired by the Association. 8.9. Limitation on Assessment Increases. Notwithstanding any provision to the contrary, and except for assessment increases nec-essary for emergency situations, after termination of the Class "B" Control Period, any Regular Assessment that is more than 10% greater than such assessments for the immediately preceding fiscal year is subject to disapproval at a meeting by Neighborhood Representatives representing 75% of the Class "A" Members subject to such assessment. Except for increases necessary for emergency situations, after termination of the Class "B" Control Period, any Neighborhood As-sessment that is more than 10% greater than such assessment for the immediately preceding fis-cal year is subject to disapproval at a meeting by Members representing a majority of the Class "A" votes within the Neighborhood subject to such assessment. There shall be no obligation to call a meeting.for the purpose of considering the disapproval of any budget except on petition of 45

OR BK 3513 PG 612 the Members subject to assessment under the budget, as provided for special meetings in the By-Laws. Any such petition must be presented to the Board within 10 days after delivery of the budget and notice of any assessment. An emergency situation is any one of the following: (a) an extraordinary expense required by an order of a court; (b) an extraordinary expense necessary to repair or maintain any portion of the Resi-dential Community for which the Association is responsible where a threat to personal safety is discovered; (c) an extraordinary expense necessary to repair or maintain any portion of the Resi-dential Community for which the Association is responsible and which could not reasonably have been foreseen by the Board in preparing and distributing the pro forma budget pursuant to Section 8.1. However, prior to the imposition or collection of such an assessment, the Board shall pass a resolution containing written findings as to the necessity of the extraordinary expense involved and why the expense was not or could not have been reasonably foreseen in the budget-ing process. Notice of the Board meeting at which such resolution is to be considered, explain-ing the nature of the assessment proposed, shall be provided to the Members along with the no-tice of such assessment; or (d) to defend itself in litigation, arbitration, or other legal or administrative actions brought against it. 8. 10. Exempt Property. The following property shall be exempt from payment of Regular Assessments, Neighborhood Assessments, and Special Assessments: (a) All Common Area and other portions of the Residential Community which are not Lots; (b) Any property dedicated to and accepted by any governmental authority, public util-ity, or Community Development District; and (c) Property owned by a Neighborhood Association for the common use and enjoyment of its members, or owned by Neighborhood Association members as tenants-in-common. In addition, both Declarant and the Association shall have the right, but not the obliga-tion, to grant exemptions to schools, houses of worship, hospitals, or Lots owned by and used by Persons qualifying for tax exempt status under Section 501(c) of the Internal Revenue Code. Ex-emptions granted by Declarant shall be binding on the Association. 46

OR BK 3513 PG 613 8.11. Use and Consumption Fees: Licenses and Royalties. The Association may offer services or facilities for which it does not recover its costs through assessments under this Article. The Board may charge use and consumption fees to any Person who chooses to use such services, equipment, or facilities and may determine the amount and method of determining such fees. Different fees may be charged to different classes of users (e.g., Owners and non-Owners). As set forth in Section 10.6, the Association may enter into license agreements with De-clarant or other parties which permit the Association's use of trade names or service marks (e.g., use of the name Southwood). To the extent permitted by such license agreements, the Board may enter into sub-license agreements, under negotiated terms, which permit others within the Resi-dential Community to use such trade names and/or service marks. The Association may charge fees and collect royalties in connection with such sub-license agreements; provided, Declarant and any Affiliate of Dec]arant shall be exempt from payment of such license fees. Article IX Community Enhancement Fee 9 .1. Association's Authority. Except with respect to those exempt transfers identified below, the Board shall charge and collect a Community Enhancement Fee upon each transfer of title to a Lot subject to this De-claration. The fee shall be charged to the Lot purchaser. The transferring Owner shall notify the Board at least seven days prior to the scheduled closing and provide the name of the buyer, the date ohitle transfer, and other information the Board may reasonably require. 9.2. Fee Amount. The Community Enhancement Fee for all non-exempt transfers occurring on or before December 31, 2007, shall be one-half percent (0.5%) of the Lot's gross selling price. The Com-munity Enhancement Fee amount shall then decrease by one-tenth percent (0.1%) for Lot con-veyances occurring during each subsequent three-year period, down to a minimum fee charged of one-tenth percent (0.1 %), as follows: • On or before December 31, 2007: • January 1, 2008-December 31, 2010: • January l, 2011 -December 31, 2013: • January 1, 2014-December 31, 2016: • Thereafter: 0.5% of gross selling price 0.4% of gross selling price 0.3% of gross selling price 0.2% of gross selling price 0 .1 % of gross selling price The gross selling price is the total cost to the purchaser of the Lot, excluding transfer taxes and title fees imposed by Leon County. The above-stated periods shall include conveyances occur-ring on the stated dates. 47

OR BK 3513 PG 614 9.3. Purpose. All Community Enhancement Fees the Association collects shall be applied towards the Association's activities and such other purposes as the Board deems beneficial to the general wel-fare of Southwood or the surrounding community. 9.4. Exempt Transfers. No Community Enhancement Fee shall be levied upon transfer of title to any Lot: (a) by or to Declarant or any Affiliate ofDeclarant; (b) by a builder who held title solely for purposes of development and resale and who purchased the Lot from Declarant or an Affiliate ofDeclarant; (c) by a co-owner to any Person who was a co-owner of the lot or parcel im-mediately prior to such transfer; (d) to the Owner's estate, surviving spouse, or heirs at law upon the death of the Owner; (e) to an entity wholly owned by the grantor or to a family trust created by the grantor for the benefit of grantor, his or her spouse, and/or heirs at law; provided, upon any sub-sequent transfer of an ownership interest in such entity, the Community Enhancement Fee shall become due; (f) to an institutional lender pursuant to a mortgage or upon foreclosure of a mortgage; (g) under circumstances warranting classification as an exempt transfer (e.g., a transfer made solely for estate planning purposes may, but is not required to be, deemed exempt from payment of the Community Enhancement Fee), as the Council Board may determine in its sole discretion; or (h) to the Association pursuant to foreclosure of the Association's assessment lien. The classification of any transfer as exempt shall not be deemed a waiver of the Associa-tion's right to collect a Community Enhancement Fee on future title transfers under similar cir-cumstances. 9.5. Collection. The Community Enhancement Fee shall be an assessment in the same manner as other assessments described in the Association Declaration. A Community Enhancement Fee shall be due and payable at the closing of each non-exempt transfer of title to a Lot and shall be the Lot 48

OR BK 3513 PG 615 purchaser's personal obligation. The Association shall have a lien against each such transferred Lot to secure payment of the Community Enhancement Fee, which lien shall include the same costs and have the same priority as the Association's lien for assessments under the Association Declaration. The Council may enforce its lien and the Lot purchaser's personal obligation to pay the Community Enhancement Fee by suit, judgment, and foreclosure (subject to Florida law) in the same manner as the Association may enforce its lien and the obligation to pay assessments under the Association Declaration. 9.6. Expenditure of Funds. The Association may use the Community Enhancement Fee funds it collects in any man-ner it deems appropriate in fulfilling its responsibilities under this Declaration. The Association's judgment in determining the expenditure of such funds shall be final so long as such judgment is exercised in good faith, and the Association, any director, or any officer of the Association shall not be liable to any Person or entity for any error in judgment, or any action or inaction of the Association, the directors, or any officer, relating to the expenditure of such funds; provided, nothing herein shall protect any Person from liability for gross negligence or willful misconduct in the handling of such funds. Article X Telecommunity 10.l. Community Intranet System Southwood may be served by a community intranet system which the Association main-tains. The Board shall have the sole discretion and authority in determining and selecting an ap-propriate system, and may change, modify, or terminate the system from time to time. There is no guarantee or representation that any particular type of community intranet system or systems will be utilized. 10.2. Provider oflntranet Service. Declarant and the Association shall have the authority to select the provider or providers of the components (including, but not limited to, hardware, software, programming, infrastruc-ture, services, management, and administration) constituting the community intranet system; provided, Declarant's consent is required for any provider the Association selects so long as De-clarant or any Affiliate of Declarant owns property described in Exhibit "A" or "B." The Asso-ciation shall have no obligation to utilize any particular provider or providers; provided, except for cause (as defined under a written agreement with the provider), the Association may not, without Declarant's consent, terminate or refuse to renew any contract entered into during the time Declarant appoints a majority of the Board. The Association may enter into contracts with providers for different components of the community intranet system and with other Persons for the maintenance, management, admini-49

OR BK 3513 PG 616 stration, upgrading, modification, and operation of the system. The terms of the applicable con-tract may obligate individual Owners or occupants to execute contracts or agreements directly with the Persons providing intranet components prior to gaining access to the system. Such con-tracts or agreements may contain terms and conditions relating to use and access to the commu-nity intranet system in addition to those contained in this Article. 10.3 Governmental Regulation. Any community intranet system and its providers, managers, and operators may be sub-ject to federal, state, or municipal regulations, laws, and ordinances. Such regulations, laws, and ordinances may have a significant impact on certain aspects of the system including, but not lim-ited to, the fees charged, the method of delivery, the rights of the system users, as well as the rights of the system providers or operators. These regulations and their impact are beyond the Association's control. PART FOUR: COMMUNITY DEVELOPMENT The Declaration reserves various rights to the developer in order to facilitate the smooth and orderly development of Southwood and to accommodate changes in the Master Plan which inevitably occur as a community the size of Southwood grows and matures. Article XI Expansion of the Community 11. l. Annexation by Declarant. Declarant may, from time to time, subject to this Declaration all or any portion of the property described in Exhibit "B" by a Recorded Supplemental Declaration which describes the property being subjected. A Supplemental Declaration Recorded pursuant to this Section shall not require the consent of any Person except the owner of such property, if other than Declarant. Declarant's right to annex property pursuant to this Section expires when all property de-scribed in Exhibit "B" has been subjected to this Declaration or 25 years after this Declaration is Recorded, whichever is earlier. Until then, Declarant may transfer or assign this right to any Per-son who is the developer of at least a portion of the real property described in Exhibit "A" or "B." Any such transfer shall be memorialized in a Recorded instrument executed by Declarant. Nothing in this Declaration shall require Declarant or any successor to subject additional property to this Declaration or to develop any of the property described in Exhibit "B" in any manner whatsoever. 11.2. Annexation by the Association. The Association also may annex property to the provisions of this Declaration by a Re-corded Supplemental Declaration which describes the additional property. Annexation by the 50

OR BK 3513 PG 617 Association shall require the affirmative vote or written consent of Neighborhood Representa-tives representing more than 50% of the Class "A" votes and the consent of the property owner. In addition, so long as Declarant or any Affiliate ofDeclarant owns property subject to this Dec-laration or which may become subject to this Declaration in accordance with Section 11.1, Decla-rant's consent is required. The Supplemental Declaration shall be signed by the President and Secretary of the Association, by the owner of the property, and by Declarant, ifDeclarant's con-sent is required. 11.3. Additional Covenants and Easements. By Supplemental Declaration, Declarant may impose additional covenants and easements on portions of the Residential Community, including covenants obligating the Association to maintain and insure specific property and authorizing the Association to recover its costs through Neighborhood Assessments. If someone other than Declarant owns the property, then such owner's consent and execution of the Supplemental Declaration is required. Any such Supple-mental Declaration may supplement, create exceptions to, or otherwise modify the terms of this Declaration as it applies to the subject property in order to reflect the different character and in-tended use of such property. 11.4. Effect of Filing Supplemental Declaration. Unless otherwise specified, a Supplemental Declaration shall be effective upon the earlier of (a) notice to the Persons who are affected by such Supplemental Declaration; or (b) Recording. The Lots subjected to this Declaration by Supplemental Declaration shall have equal voting rights in the Association and equal pro rata liability for Regular Assessments with all other Lots. 11.5. Condominium Conversion. In the event that any property now or hereafter made subject to that certain Recorded Declaration of Covenants, Conditions, and Restrictions for Southwood Non-Residential Proper-ties (the "Non-Residential Declaration") is converted to condominium or other "for sale" residen-tial use and withdrawn from the coverage of the Non-Residential Declaration, the owner of such property may submit such property to the provisions of this Declaration by recording a Supple-mental Declaration describing the property and specifically submitting it to the terms of this Dec-laration. Such Supplemental Declaration shall not require the Association's consent, but shall require the signature of an officer of the Association acknowledging it. In addition, Declarant's prior written consent shall be necessary so long as Declarant owns any property described in Ex-hibit "A" or "B." Article XII Additional Rights Reserved to Declarant 12.1. Withdrawal of Property. Declarant reserves the right to amend this Declaration, so long as it has a right to annex property pursuant to Section 11.1, to remove any unimproved portion of the Residential Commu-nity from the coverage of this Declaration. "Unimproved" means that no permanent structure has 51

OR BK 3513 PG 618 yet been built on the property. Such amendment shall not require the consent of any Person other than the Owner(s) of the property to be withdrawn, if not the Declarant. In addition, until termination of the Class "B" Control Period, Declarant reserves the right to amend the Declaration and remove any Neighborhood, regardless of whether Declarant owns all or any of the property within the Neighborhood, from the coverage of this Declaration. Such amendment shall not require the consent of any Person other than Declarant. In addition, in such event, the Association shall reconvey to Declarant, or its designee, any of the property being withdrawn which it owns. 12.2. Marketing and Sales Activities. Notwithstanding anything in the Governing Documents to the contrary, Declarant, its Af-filiates, and Builders may construct and maintain upon portions of the Common Area and other property they own, such facilities, activities, and things as, in Declarant's opinion, may reasona-bly be required, convenient, or incidental to the construction or sale of Lots. Such permitted fa-cilities, activities, and things shall include business offices, signs, flags (whether hung from flag poles or attached to a structure), model homes, sales offices, holding or sponsoring special events, and exterior lighting features or displays. In addition, if reasonably required, convenient, or incidental to construction or sales activities, Declarant, Declarant's Affiliates, and Builders may park vehicles in areas other than garages or driveways, including on streets. Builder's rights under this Section are subject to Declarant's approval. 12.3. Right to Approve Changes in Community Standards. No amendment to or modification of any Use Restrictions, rules, or the Architectural Guidelines shall be effective without prior notice to and the written approval of Declarant, so long as Declarant or any Affiliate of Declarant owns any portion of the Residential Community or has a unilateral right to annex property in accordance with Section 11.1. 12.4. Right to Transfer or Assign Declarant Rights. Any or all of Declarant's special rights and obligations set forth in this Declaration or the By-Laws may be transferred in whole or in part to other Persons; provided, the transfer shall not reduce an obligation nor enlarge a right beyond that which Declarant has under this Declaration or the By-Laws. No such transfer or assignment shall be effective unless it is in a Recorded in-strument signed by Declarant. Declarant may allow other Persons to exercise, on a one-time or limited basis, any Declarant right without transferring the entire right. In such case, a Recorded instrument is not required. 12.5. Central Telecommunication. Receiving, and Distribution System. Declarant reserves for itself, its Affiliates, successors, and assignees, the exclusive and perpetual right and easement to operate within Southwood, and to service the buildings and the structures within any Lot, a central telecommunication (including cable television, data/lntemet/intranet services, and security monitoring) receiving and distribution system, in-52

OR BK 3513 PG 619 eluding conduits, wires, amplifiers, towers, antennae, and other related apparatus and equipment (the "Community Systems") as Declarant, in its discretion, deems appropriate. Such exclusive and perpetual right shall include, without limitation, Declarant's right to select and contract with companies licensed to provide telecommunications and cable television service in the South-wood area, and to charge individual users a reasonable fee not to exceed the maximum allow-able charge for such service, as from time to time is defined by the laws, rules, and regulations of the relevant government authority, if applicable. Declarant may require that the Association enter into a bulk rate service agreement for the provision of Community Systems to all Lots as a Cornn10n Expense. If particular services or bene-fits are provided to particular Owners or Lots at their request, the benefited Owner(s) shall pay the service provider directly for such services, or the Association may assess the costs as a Neighbor-hood Assessment or Benefited Assessment, as appropriate. 12.6. Rights To Use Names: License Agreements. The names "Arvida®," "St. Joe," "Southwood," "The St. Joe Company," "St. Joe Towns & Resorts," and all similar or derivative names, along with all associated logos, are the proprie-tary trade names and service marks of The St. Joe Company or its Affiliates. [NEED TO UP-DATE REFERENCES] No Person shall use such trade names or service marks for advertising or any other purpose in any promotional material, whether printed, audio, video, or otherwise, in any signage, or in any logo or depiction without the prior written consent of the Person who owns such mark. In addition, due to the integrated nature of Southwood as a planned community, and the public identification of the Lots with Southwood, any name or "logo" to be used in connec-tion with or displayed on any Lot, and any sales or other materials or documentation related to the use of the Lot, shall be subject to Declarant's prior written consent. Such approval may be given or withheld in Declarant's discretion and may be subject to such terms and conditions as Declarant deems appropriate. Notwithstanding the above, Owners may use the name "Southwood" where such term is used solely to specify that particular property is located within Southwood (subject to such terms and conditions as Declarant may impose in order to protect its trade names and service marks). 12.7. Right To Use Common Area for Special Events. As long as Declarant or any Affiliate of Declarant owns any property described in Exhibit "A" or 11B,11 Declarant may use the Common Area to sponsor special events for charitable, philan-thropic, political, or marketing purposes, subject to the following conditions: (a) the availability of the facilities at the time requested; (b) Declarant shall pay all costs and expenses incurred and shall indemnify the Asso-ciation against any loss or damage resulting from the special event; and (c) Declarant shall return the facilities and personal property used in conjunction with the special event to the Association in the same condition as existed prior to the special events. 53

OR BK 3513 PG 620 Declarant shall have the right to assign its rights to charitable organizations or founda-tions selected by Declarant. Declarant's right to use the Common Area for special events shall be enforceable by injunction, by any other remedy in law or equity, and by the terms of this Declara-tion. 12.8. Easement to Inspect and Right to Correct. Declarant reserves for itself and others it may designate the right to inspect, monitor, test, redesign, and correct any structure, improvement, or condition which may exist on any portion of the Residential Community, including Lots, and a nonexclusive easement of access throughout the Residential Community to the extent reasonably necessary to exercise such right. Except in an emergency, entry onto a Lot shall be only after reasonable notice to the Owner and no entry into a dwelling or other structure on a Lot shall be permitted without the Owner's consent, which consent shall not unreasonably be withheld, conditioned, or delayed. The failure or refusal to permit reasonable access to the Lot for the purposes contemplated under this paragraph shall ex-cuse Declarant or its designee from responsibility for repairs or damages relating to defective workmanship or materials. The Person exercising this easement shall promptly repair, and pay for, any resulting damage. 12.9. Right to Notice of Design or Construction Claims. No Person shall retain an expert for the purpose of inspecting the design or construction of any structures or improvements within the Residential Community in connection with or in anticipation of any potential or pending claim, demand, or litigation involving such design or construction unless Declarant and any Builder involved in the design or construction have been first notified in writing and given an opportunity to meet with the property Owner and conduct an inspection. 12.10. Termination ofRights. Rights granted under this Article shall terminate upon the earlier of (a) the period speci-fied in the particular Section; (b) 40 years from the date this Declaration is Recorded; or (c) De-clarant's Recording of a statement that all sales activity has ceased. Thereafter, Declarant may continue to use the Common Areas for the purposes stated in this Article only pursuant to a rental or lease agreement between Declarant and the Association which provides for rental pay-ments based on the fair market rental value of any such portion of the Common Areas. Notwith-standing the above, Declarant reserves for itself and its Affiliates a perpetual, non-exclusive easement of access to and use of the Common Areas in connection with the marketing and sale of other properties in order to show the Residential Community and Southwood as an example of Declarant's projects. This Article shall not be amended without Declarant's written consent. 12.11. Exclusion of Declarant's other Properties. By accepting a deed to a Lot, each Owner, specifically acknowledges that nothing con-tained in this Dec1aration. shall in any way, either expressly or by implication, restrict, limit, or 54

OR BK 3513 PG 621 otherwise affect the use or disposition by Declarant or any Affiliate of Declarant of any property either of them owns, whether contained within or contiguous to Southwood. Declarant and its Affiliates shall have full, free, and unrestricted use of its other lands, notwithstanding any incom-patibility of such use with restrictions this Declaration imposes upon the Lots. By accepting a deed to a Lot, each Owner, specifically and expressly disclaims any reciprocal negative easement in any property Declarant or any Affiliate of Declarant owns. PART FIVE: PROPERTY RIGHTS WITHIN THE COMMUNITY The nature of living in a planned community, with its wide array of properties and development types and its ongoing development activity, requires the creation of special property rights and provi-sions to address the needs and responsibilities of the Owners, Declarant, the Association, and others within or adjacent to the Residential Community. Article XIII Easements 13. I . Easements in Common Area. Declarant grants to each Owner a right and easement of use, access, and enjoyment in and to the Common Area, subject to: (a) The Governing Documents and any other applicable covenants; (b) Any restrictions or limitations contained in any deed conveying the property to the Association; (c) The Board's right to: (i) adopt rules regulating Common Area use, including rules limiting the number of guests who may use the Common Area, and charge use fees for such use; (ii) suspend the right of an Owner to use any Common Area amenity (A) for any period during which any assessment or other charge against the Owner's Lot remains delinquent, and (B) for a period not to exceed 30 days for a single violation, or for a longer period in the case of any continuing violation, of the Governing Documents; (iii) dedicate or transfer all or any part of the Common Area, subject to any ap-proval requirements set forth in this Declaration; (iv) rent any portion of any clubhouse or other Common Area recreational facili-ties on an exclusive or non-exclusive short-term basis to any Person; (v) permit use by the general public, which use may be subject to admission charges, membership fees, or other user fees established in the Board's discretion; and 55

OR BK 3513 PG 622 (vi) mortgage, pledge, or hypothecate any or all of the Common Area as security for money borrowed or debts incurred; and ( d) The rights of certain Owners to the exclusive use of those portions of the Common Area designated "Limited Common Areas," as described in Article XII. Any Owner may extend his or her right to use the Common Area to the members of his or her family, tenants, and social invitees, as applicable, subject to reasonable Board regulation. An Owner who leases his or her Lot shall be deemed to have assigned all such rights to the tenants of such Lot for the lease term. 13.2. Easements of Encroachment. Declarant grants easements of encroachment, and for maintenance and use of any permit-ted encroachment, between each Lot and any adjacent Common Area and between adjacent Lots. A permitted encroachment is a structure or fixture which extends unintentionally from one per-son's property on to another's a distance of less than three feet, as measured from any point on the common boundary along a line perpendicular to such boundary. An encroachment easement shall not exist if the encroachment results from willful and knowing conduct on the part of, or with the knowledge and consent of, the Person claiming the benefit of such easement. 13.3. Easements for Utilities, Etc. (a) Installation and Maintenance. Declarant reserves for itself, so long as Declarant or any Affiliate of Declarant owns any property described in Exhibit "A" or "B," and grants to the Association and utility providers, perpetual, non-exclusive easements throughout the Residential Community (but not through a structure) to the extent reasonably necessary to: (i) install utilities and infrastructure to serve Southwood, cable and other sys-tems for sending and receiving data and/or other electronic signals, drainage systems, and secu-rity and similar systems; (ii) install walkways, pathways and trails, street lights, and signage on property which Declarant or the Association owns or within public rights-of-way or easements reserved for such purpose on a Plat; (iii) inspect, maintain, repair, and replace the utilities, infrastructure, and other improvements described above; and (iv) access and read utility meters. Notwithstanding the above, Declarant reserves the right to deny access to any utility or service provider, to the extent permitted by law, or to condition such access on negotiated terms. (b) Specific.Easements. Declarant also reserves for itself the non-exclusive right and power to grant and Recorcisuch specific easements as may be necessary, in Declarant's sole dis-56

OR BK 3513 PG 623 cretion, to develop the property described in Exhibits "A" and "B." The location of the ease-ment shall be subject to the written approval of the burdened property Owner, which approval shall not urueasonably be withheld, delayed, or conditioned. ( c) Minimal Interference. All work associated with the exercise of the easements de-scribed in Sections l 1.3(a) and (b) shall be performed in such a manner as to minimize interfer-ence with the use and enjoyment of the property burdened by the earement. Upon completion of the work, the Person exercising the easement shall restore the property, to the extent reasonably possible, to the condition existing prior to the work. The exercise of these easements shall not extend to permitting entry into the structures on any Lot, nor shall it umeasonably interfere with the use of any Lot and, except in an emergency, entry onto any Lot shall be made only after rea-sonable notice to the Owner or occupant. 13.4. Easements for Development. Declarant reserves for itself and its duly authorized agents, successors, assigns, and mort-gagees, an easement over the Common Area for enjoyment, use, access, and development of Southwood, including portions not subject to this Declaration. This easement includes, but is not limited to, a right of ingress and egress over the Common Area for (a) making, constructing, and installing improvements (within the Common Areas an elsewhere), as it deems appropriate in its discretion, (b) construction of roads, and ( c) connecting and installing utilities. If the above easement grants permanent access to any property which is not submitted to this Declaration, Declarant, or its successors or assigns, shall enter into a reasonable agreement with the Association to share the cost of maintenance that the Association provides for the bene-fit of the easement holder. The shared maintenance costs may include maintenance to or along any roadway providing access to the benefited property. 13.5. Easements for Maintenance, Emergency, and Enforcement. Declarant grants to the Association, and to the Community Development District having authority within Southwood, easements over the Residential Community as necessary to fulfill their respective maintenance responsibilities. The Association shall also have the right, but not the obligation, to enter upon any Lot for emergency, security, and safety reasons, to perform maintenance and to inspect for the purpose of ensuring compliance with and enforcing the Gov-erning Documents. Any member of the Board, and its duly authorized agents and assignees, in-cluding committee members, and all emergency personnel in the performance of their duties may exercise such right. Except in an emergency situation, entry shall only be during reasonable hours and after notice to the Owner. Declarant grants to the Association, subject to any required notice, an easement and right to enter a Lot to abate a Governing Document violation and/or to remove any structure, thing, or condition which violates the Governing Documents. Any costs incurred, including reasonable attorneys' fees, shall be assessed against the Lot Owner as a Benefited Assessment. 57

OR BK 3513 PG 624 13.6. Easements for Lake and Pond Maintenance and Flood Water. Declarant reserves for itself, the Association, and their successors, assigns, and designees, the nonexclusive right and easement, but not the obligation, to enter upon bodies of water and wetlands located within the Common Maintenance Areas to (a) install, operate, maintain, and replace pumps to supply irrigation water to the Common Maintenance Areas; (b) construct, maintain, and repair structures and equipment used for retaining water; and (c) maintain such ar-eas in a manner consistent with the Community-Wide Standard. Declarant, the Association, and their successors, assigns, and designees shall have an access easement over and across any por-tion of the Residential Community as is reasonably necessary to exercise their rights under this Section. Declarant further reserves for itself, the Association, and their successors, assigns and designees, a perpetual, nonexclusive right and easement of access and encroachment over the Common Area and Lots (but not inside a dwelling or other structure) adjacent to or within 100 feet of bodies of water and wetlands within Southwood, in order to (a) temporarily flood and back water upon and maintain water over such portions of Southwood; (b) alter in any manner and generally maintain the bodies of water and wetlands within the Common Maintenance Areas; and (c) maintain and landscape the slopes and banks pertaining to such areas. Anyone exercising these easements shall use reasonable care in and repair any damage resulting from his or her in-tentional exercise of the casements. Nothing herein shall be construed to make Declarant or any other Person liable for damage resulting from flooding due to natural occurrences or other occur-rences not reasonably foreseeable or under the control ofDeclarant or such other Person. 13.7 Easements for Cross-Drainage. All portions of the Residential Community shall be burdened with easements for natural drainage of stormwater runoff from other portions of Southwood; provided, no Person shall alter the natural drainage on any Lot to increase materially the drainage of storrnwater onto adjacent properties without the consent of the Owner(s) of the affected property, the Board, and Declarant, as long as it or any Affiliate ofDeclarant owns any property described in Exhibit "A" or "B." 13.8. Rights to Storrnwater Runoff. Effluent, and Water Reclamation. Declarant reserves for itself and its designees all rights to ground water, surface water, storrnwater runoff, and effluent located or produced within the Residential Community, and each Owner agrees, by acceptance of a deed to a Lot, that Declarant shall retain all such rights. Such rights shall include the reservation of an easement over the Residential Community for access, and for installation and maintenance of facilities and equipment to capture and transport such wa-ter, runoff, and effluent. This Section may not be amended without Declarant's consent, and the rights created in this Section shall survive termination of this Declaration. 13.9. Easements for Golf Course. (a) The Residential Community is burdened with an easement permitting golf balls unintentionally to travel over and come upon areas adjacent to a golf course, and for golfers at 58

OR BK ~~l~ PG 62~ reasonable times and in a reasonable manner to come upon the Common Area and the exterior portions of any Lot to retrieve errant golf balls; provided, if any Lot is fenced or walled, entry on the Lot shall require the Lot Owner's permission. The existence of this easement shall not relieve golfers of liability for damage caused by errant golf balls. Under no circumstances shall any of the following Persons be held liable for any damage, nuisance, injury, or death resulting from errant golf balls or the exercise of this easement: Decla-rant; Declarant's Affiliates; the Association or its Members (in their capacities as such); the owner, operator, or lessee of any golf course, or their assigns; any Builder or contractor (in their capacities as such); any employee, officer, director, or partner of any of the foregoing, or any em-ployee, officer, or director of any partner. (b) The owner of any golf course within or immediately adjacent to the Residential Community, its agents, successors, and assigns, shall at all times have a right and non-exclusive easement of access and use over those portions of the Common Areas reasonably necessary to the operation, maintenance, repair, and replacement of the golf course. ( c) Any portion of the Residential Community immediately adjacent to a golf course is burdened with a non-exclusive easement for overspray of water from the golf course's irriga-tion system. Under no circumstances shall Declarant or its Affiliates, the Association, or the golf course owner or operator be held liable for any damage or injury resulting from such overspray or the exercise of this easement. Article XIV Limited Common Areas 14.1. Pumose. Certain portions of the Common Area may be designated as Limited Common Area and reserved for the exclusive use or primary benefit of all or any Owners and occupants of Lots within a particular Neighborhood or Neighborhoods. For example, Limited Common Areas may include entry features, recreational facilities, landscaped medians and cul-de-sacs, lakes, and other portions of the Common Area. All costs associated with maintenance, repair, replacement, and insurance of a Limited Common Area shall be allocated among the Owners to whom the Limited Common Areas are assigned. 14.2. Designation. Initially, any Limited Common Area shall be designated as such in a Supplemental Decla-ration, the deed conveying such area to the Association, or on a Plat; provided, any such assign-ment shall not preclude Declarant from later assigning use of the same Limited Common Area to additional Lots and/or Neighborhoods, so long as Declarant has a right to annex property pursu-ant to Section 9 .1. In addition, the Board may assign or reassign Limited Common Area upon the vote of Neighborhood Representatives representing a majority of the total Class "A" votes in the Asso-ciation, and ofMembers representing a majority of the Class "A" votes within the Neighbor-59

hood(s) affected by the proposed assignment or reassignment. As long as Declarant or any Af-filiate ofDeclarant owns any property subject to this Declaration or has a right to annex property pursuant to Section 11.1, Declarant's written consent also is required. Article XV Party Walls and Other Shared Structures 15. I. General Rules of Law to Apply. Each wall, fence, driveway, or similar structure built as a part of the original construction on the Lots which serves and/or separates any two adjoining Lots shall constitute a party struc-ture. To the extent not inconsistent with the provisions of this Section, the general rules of law regarding party walls and liability for property damage due to negligence or willful acts or omis-sions shall apply to party structures. Any dispute arising concerning a party structure shall be handled in accordance with the provisions of Article XIV. 15.2. Maintenance; Damage and Destruction. Unless otherwise specifically provided in additional covenants relating to such Lots, the Owners sharing the party structure shall share the cost of necessary or appropriate party structure repairs and maintenance equally. If a party structure is destroyed or damaged by fire or other casualty, then to the extent that such damage is not covered by insurance and repaired out of the proceeds of insurance, any Owner sharing the structure may restore it and be entitled to contribution for the restoration cost in equal proportions from other sharing owners. However, such contribution will not prejudice the right to call for a larger contribution from the other users under any rule of law regarding li-ability for negligent or willful acts or omissions. The right of any Owner to contribution from any other Owner under this Section shall be appurtenant to the land and shall pass to such Owner's successors-in-title. PART SIX: RELATIONSHIPS WITHIN AND OUTSIDE THE COMMUNITY The growth and success of Southwood as o community in which people enjoy living, working, and playing requires good faith efforts to resolve disputes amicably, attention to and understanding of relationships within the community and with our neighbors, and protection of the rights of others who have an interest in the community. Article XVI Dispute Resolution 16. l. Agreement to Encourage Resolution of Disputes Without Litigation. (a) Declarant, the Association and its officers, directors, and committee members, all Persons subject to this Declaration, and any Person not otherwise subject to this Declaration who agrees to submit to this Article (collectively, "Bound Parties"), agree to attempt to resolve dis-putes involving Southwood without the emotional and financial costs of litigation. Accordingly, eachBoundParty agrees not to, directly or indirectly, file a law suit for a Claim described in Sec-60

tion 16.1 (b ), without first submitting the Claim to the alternative dispute resolution procedures described in Section 16.2. (b) As used in this Article, the term "Claim" shall refer to any claim, grievance, or dispute arising out of or relating to: (i) the interpretation, application, or enforcement of the Governing Docu-ments; (ii) the rights, obligations, and duties of any Bound Party under the Governing Documents; (iii) the design or construction of improvements within the Residential Com-munity, other than matters of aesthetic judgment under Article IV, which shall not be subject to review; and (iv) trespass, nuisance, property damage, and enforcement of laws, codes, or ordinances within Southwood. Notwithstanding the above, the following shall not be considered "Claims" unless all par-ties to the matter otherwise agree to submit the matter to the procedures set forth in Section 14.2: (i) any Association action to collect assessments or other amounts due from any Owner; (ii) any Association action to obtain a temporary restraining order (or emer-gency equitable relief) and such ancillary relief as the court may deem necessary in order to maintain the status quo and preserve the Association's ability to enforce the provisions of Part Two of this Declaration (relating to creation and maintenance of community standards); (iii) any dispute which affects the material rights or obligations of a party who is not a Bound Party and has not agreed to submit to the procedures set forth in Section 14.2; and (iv) any suit as to which the applicable statute of limitations would expire within 180 days of giving the Notice required by Section 14.2(a), unless the party or parties against whom the Claim is made agree to toll, or extend, the Claim's statute of limitations to comply with this Article. 16.2. Dispute Resolution Procedures. (a) Notice. The Bound Party asserting a Claim ("Claimant") against another Bound Party ("Respondent") shall give written notice ("Notice") by mail or personal delivery to each Respondent, and to the Board, stating plainly and concisely: 61

(i) the nature of the Claim, including the Persons involved and Respondent's role in the Claim; (ii) the legal basis of the Claim (i.e., the specific authority out of which the Claim arises); (iii) the Claimant's proposed resolution or remedy; and (iv) the Claimant's desire to meet with the Respondent to discuss in good faith ways to resolve the Claim. (b) Negotiation. The Claimant and Respondent shall make every reasonable effort to meet in person and confer for the purpose of resolving the Claim by good faith negotiation. If requested in writing, accompanied by a copy of the Notice, the Board may appoint a representa-tive to assist the parties in negotiating a resolution of the Claim. (c) Mediation. If the Bound Parties have not resolved the Claim through negotiation within 30 days of the date of the Notice (or within such other agreed upon period), the Claimant shall have 30 additional days to submit the Claim to mediation with an entity designated by the Association (if the Association is not a party to the Claim) or to an independent agency providing dispute resolution services in the Tallahassee area. Each Bound Party shall present the mediator with a written summary of the Claim. If the Claimant does not submit the Claim to mediation within such time, or does not ap-pear for and participate in good faith in the mediation when scheduled, the Claimant shall be deemed to have waived the Claim, and the Respondent shall be relieved of any and all liability to the Claimant (but not thlrd parties) on account of such Claim. If the Bound Parties do not settle the Claim within 30 days after submitting the matter to mediation, or within such time as determined reasonable by the mediator, the mediator shall issue a notice of tem1ination of the mediation proceedings indicating that the Parties are at an impasse and the date that mediation was terminated. Except as provided in Section 14.2 (e), the Claimant shall thereafter be entitled to file suit or to initiate administrative proceedings on the Claim, as appropriate. Each Bound Party shall bear its own costs of the mediation, including attorneys' fees, and each Party shall share equally all fees charged by the mediator. (d) Settlement. Any settlement of the Claim through negotiation or mediation shall be documented in writing and signed by the Bound Parties. If any Bound Party thereafter fails to abide by the terms of such agreement, then any other Bound Party may file suit or initiate admin-istrative proceedings to enforce such agreement without the need to again comply with the pro-cedures set forth in this Section. In such event, the Bound Party taking action to enforce the agreement shall, upon prevailing, be entitled to recover from the non-complying Bound Party (or 62

OR BK 3513 PG 629 each one in equal proportions) all costs incurred in enforcing such agreement, including, without limitation, attorneys' fees and court costs. (e) Actions Involving Declarant - Final and Binding Arbitration. Any dispute be-tween an Owner or the Association and Declarant or any Affiliate of Declarant, including Claims which remain after conclusion of the dispute resolution procedures described in this section, shall be resolved by final and binding arbitration in accordance with this subsection. Such disputes shall not be submitted as a lawsuit or other proceeding in any Florida state court or federal court. Notwithstanding the above, disputes affecting the material rights or obligations of a third party who is not a party to or bound by such arbitration shall not be subject to this subsection. This subsection is an agreement to arbitrate and is specifically enforceable under Florida law. Judgment may be entered upon the arbitration award in any court of competent jurisdiction to the fullest extent permitted under Florida law. The Owner, the Association, Declarant, or an Affiliate of Declarant, as applicable, shall have until expiration of the applicable statute of limitations under Florida law (as would apply to the same claim being brought in a Florida or federal court) to submit the dispute to the American Arbitration Association for arbitration in Leon County. The American Arbitration Association shall appoint one neutral arbitrator to conduct the arbitration in accordance with its rules, unless all of the parties to such dispute agree to a greater number of arbitrators. The arbitrator(s) shall render a written judgment accompanied by findings of fact and conclusions oflaw. If not timely submitted to arbitration or if the Claimant fails to appear for the arbitration proceeding, the Claim shall be deemed abandoned, and the Respondent shall be released and dis-charged from any and all liability to the Claimant arising out of the dispute. The parties shall share equally the costs of conducting the arbitration until a prevailing party is determined; pro-vided, the prevailing party shall be entitled to recover all of its costs incurred in the action, in-cluding, without limitation, reasonable attorneys' fees. 63

DISPUTE RESOLUTION TIMELINE Day I Written N oticc of Claim • Factunl Bnsis • Legal 811sis • Ptopollc !l rcsohuian • Propose ll meeting • Senti cupy to Bonrtl Doys 2-30 Negotiations •Good faith effort •P nrties meet in person •M nyrequcst Bonrd nssistnnce Days 3 J-60 l Request .i Medmtion J i•C lnim11ntmust ; 11ubmitcl11im ~-M cUintor : assigned by Associnlion or indepcm.lenl llHCncy •l fCl11im is not submitted, it is wnived 16.3. Initiation of Litigation by Association. Dnys 61-90+ Mediation •Agency supplies rules • Fee split hetwcen parties •Written summary from each side • Supervised negotiation • Cantrnctunl Post-Mediation Arbitrntion , •Required far actions involving Declrmmtor Dcclnrnnt Affiliate • Fin11I and Binding • Enforcenblc in Floridn courts scltlc.mcnt • Submitted to .QI American • Termination of Arbitrntion ! mediation Associntion i................................. ·--················· .. ····· After the Class "B" Control Period, the Association shall not initiate any judicial or ad-ministrative proceeding which is reasonably expected to cost at least $100,000.00 in legal fees to prosecute to completion without Board approval upon the specific recommendation of the Dis-pute Resolution Committee (which shall be created as provided in the By-Laws). The Dispute Resolution Committee's recommendation must be in writing and must be accompanied by a fea-sibility analysis including an explanation of the issues, a budget for legal and related expenses, the amount in controversy, the expectation of success, and a copy of bids from a minimum of three qualified law firms. Article XVII Private Amenities 17.1. Right to Use the Private Amenities. Neither membership in the Association nor ownership or occupancy of a Lot shall auto-matically confer any right to use any Private Amenity. Rights to use any Private Amenity, and the terms and conditions of use, are determined only by the Private Amenity owner. Any Private Amenity owner shall have the right, from time to time, in its sole and absolute discretion and without notice, to cease operations or to amend or waive the terms and conditions relating use of the Private Amenity, including, without limitation, eligibility for and duration of use rights, cate-gories of use, extent of use privileges, and number of users, and shall also have the right to re-serve use rights and to terminate use rights altogether, subject to the terms of any written mem-bership agreements or documents. Use rights in or membership in any Private Amenity may be 64

available to the general public, as determined in the Private Amenity owner's sole and absolute discretion. 17.2. Operations; Conveyance of Private Amenities. All Persons, including all Owners, are advised that no representations or warranties have been or are authorized by Declarant, any Affiliate of Declarant, the Association, any Builder, or by any Person acting on behalf of any of the foregoing, with regard to the continuing ownership, operation, use, management, or membership structure of any Private Amenity. No purported rep-resentation or warranty in such regard, either written or oral, shall be effective unless specifically set forth in a written instrument executed by the Record owner of any Private Amenity. The ownership, operation, use, or management of any Private Amenity ( or any portion of a Private Amenity) may change at any time by virtue of, without limitation, (a) the sale to or as-sumption of operations or management by an independent Person; (b) establishment of, or con-version of the membership structure to, an "equity" club or similar arrangement whereby the Pri-vate Amenity members or an entity owned or controlled by its members become the Private Amenity owner(s) and/or operator(s); (c) the conveyance of the Private Amenity to one or more of Declarant's Affiliates, shareholders, employees, or independent contractors; or (d) the opera-tion of the Private Amenity as a commercial enterprise open to the public. Consent of the Asso-ciation or any Owner shall not be required to effectuate any change in ownership or operation of any Private Amenity, for or without consideration and subject to or free of any mortgage, cove-nant, lien, or other encumbrance. 17.3. Assumption of Risk and Indemnification. By purchasing a Lot in the vicinity of a golf course or other Private Amenity, each Owner expressly assumes the risk of noise, personal injury, death, or property damage caused by main-tenance and operation of such Private Amenity, including, without limitation: (a) noise from maintenance equipment (it being specifically understood that maintenance typically takes place around sunrise or sunset); (b) noise caused by golfers and other Private Amenity users; (c) use of pesticides, herbicides, and fertilizers; ( d) use of effluent in irrigation; ( e) reduction in privacy caused by traffic (including non-residents of Southwood) to or from the Private Amenity, golf traffic on the golf course, or the removal or pruning of shrubbery or trees on the golf course; (f) errant golf balls and golf clubs; and (g) design or redesign of the golf course. Each Owner agrees that Declarant, the Association, any Private Amenity owner(s), and any ofDeclarant's Affiliates or agents shall not be liable to any Owner or any other Person claim-ing any loss or damage, including, without limitation, indirect, special, or consequential loss or damage arising from personal injury, death, destruction of property, trespass, loss of enjoyment, or any other alleged wrong or entitlement to remedy based upon, due to, arising from, or other-wise related to the proximity of Owner's Lot to the golf course or other Private Amenity, includ-ing, without limitation, any claim arising in whole or in part from the negligence of Declarant, any of Declarant's Affiliates or agents, or the Association. The Owner agrees to indemnify and hold harmless Declarant, Declarant's Affiliates and agents, and the Association against any and all such claims by Owner's visitors, tenants, and others upon such Owner's Lot. 65

17.4. Rights of Access and Parking. There is established for the benefit of any Private Amenity and its members (regardless of whether such members are Owners hereunder), guests, invitees, employees, agents, contractors, and designees, a right and non-exclusive easement of access and use over all roadways and golf cart paths, if any, located within the Residential Community which are reasonably necessary to travel between an entrance to the Residential Community and the Private Amenity and over those portions of the Residential Community (whether Common Area or otherwise) reasonably neces-sary Lo the operation, maintenance, repair, and replacement of the Private Amenity. Without lim-iting the generality of the foregoing, Private Amenity members, guests, and invitees shall have the right to park their vehicles on roads located within the Residential Community at reasonable times before, during, and after tournaments and other member or public functions held by or at the Private Amenity to the extent that the Private Amenity has insufficient parking to accommo-date such vehicles. 17.5. Limitations on Amendments. In recognition of the fact that the provisions of this Article are for the benefit of the Pri-vate Amenities, no amendment to this Article, and no amendment in derogation of any other pro-visions of this Declaration benefiting any Private Amenity, may be made without the affected Private Amenity owner's written approval. The foregoing shall not apply, however, to amend-ments made by Declarant. 17.6. Jurisdiction and Cooperation. Declarant intends that the Association and the Private Amenities shall cooperate to the maximum extent possible in the operation of the Residential Community and the Private Ameni-ties. Each shall reasonably assist the other in upholding the Community-Wide Standard as it per-tains to maintenance and the Architectural Guidelines. The Association shall have no power to promulgate Use Restrictions affecting activities on or use of any Private Amenity without the af-fected Private Amenity owner's prior written consent. Article XVIII Mortgagee Provisions The following provisions are for the benefit of holders, insurers, and guarantors of first Mortgages on Lots. The provisions of this Article apply to both this Declaration and to the By-Laws, notwithstanding any other provisions contained therein. I 8.1. Notices of Action. An institutional holder, insurer, or guarantor of a first Mortgage which provides a written request to the Association (such request to state the name and address of such holder, insurer, or guarantor and the street address of the Lot to which its Mortgage relates) (an "Eligible Holder"), will be entitled to timely written notice of: 66

(a) Any condemnation loss or any casualty loss which affects a material portion of the Residential Community or which affects any Lot on which there is a first Mortgage held, insured, or guaranteed by such Eligible Holder; (b) Any delinquency in the payment of assessments or charges owed by a Lot subject to the Mortgage of such Eligible Holder, where such delinquency has continued for a period of 60 days, or any other violation of the Governing Documents relating to such Lot or the Owner or occupant which is not cured within 60 days; (c) policy; Any lapse, cancellation, or material modification of any Association insurance ( d) Any proposed action which would require the consent of a specified percentage of Eligible Holders; or (e) If the U.S. Department of Housing and Urban Development is insuring or the U.S. Department of Veterans Affairs is guaranteeing the Mortgage on any Lot, material amendment to the Governing Documents or extraordinary action of the Association, as defined under VA Pam-phlet 26-7. 18.2. Special FHLMC Provision. So long as required by the Federal Horne Loan Mortgage Corporation, the following pro-visions apply in addition to and not in lieu of the foregoing. Unless at least 67% of the first Mortgagees or Neighborhood Representatives representing at least 67% of the total Association vote consent, the Association shall not: (a) By act or omission seek to abandon, partition, subdivide, encumber, sell, or trans-fer all or any portion of the real property comprising the Common Area which the Association owns, directly or indirectly (the granting of easements for utilities or other similar purposes con-sistent with the intended use of the Common Area shall not be deemed a transfer within the meaning of this subsection); (b) Change the method of determining the obligations, assessments, dues, or other charges which may be levied against an Owner of a Lot (a decision, including contracts, by the Board or provisions of any declaration subsequently Recorded on any portion of the Residential Community regarding assessments for Neighborhoods or other similar areas shall not be subject to this provision where such decision or subsequent declaration is otherwise authorized by this Declaration); (c) By act or omission change, waive, or abandon any scheme of regulations or en-forcement pertaining to architectural design, e>..1:erior appearance, or maintenance of Lots and the Common Area (the issuance and amendment of architectural standards, procedures, rules and regulations, or Use Restrictions shall not constitute a change, waiver, or abandonment within the meaning of this provision); 67

OR BK 3513 PG 634 (d) Fail to maintain insurance, as required by this Declaration; or (e) Use hazard insurance proceeds for any Common Area losses for other than the repair, replacement, or reconstruction of such property. First Mortgagees may, jointly or singly, pay taxes or other charges which are in default and which may or have become a charge against the Common Area and may pay overdue premi-ums on casualty insurance policies or secure new casualty insurance coverage upon the lapse of an Association policy, and first Mortgagees making such payments shall be entitled to immediate reimbursement from the Association. 18.3. Other Provisions for First Lien Holders. To the extent not inconsistent with Florida law: (a) Any restoration or repair of the Residential Community after a partial condemna-tion or damage due to an insurable hazard shall be performed substantially in accordance with this Declaration and the original plans and specifications unless the approval is obtained of the Eligible Holders of first Mortgages on Lots to which more than 50% of the votes of Lots subject to Mortgages held by such Eligible Holders are allocated. (b) Any election to terminate the Association after substantial destruction or a sub-stantial taking in condemnation shall require the approval of the Eligible Holders of first Mort-gages on Lots to which more than 50% of the votes of Lots subject to first Mortgages held by such Eligible Holders are allocated. 18.4. Amendments to Documents. The provisions of this Section 18.4 apply only in the event a condominium has been es-tablished in the Residential Community and, in any event, do not apply to amendments to the constituent documents or termination of the Association as a result of destruction, damage, or condemnation pursuant to Section 18.3(a) and (b), or to the addition of land in accordance with Article XI. (a) The consent of Neighborhood Representatives representing at least 67% of the Class "A" votes and of Declarant, so long as it owns any land subject to this Declaration, and the approval of the Eligible Holders of first Mortgages on Lots to which at least 67% of the votes of Lots subject to a Mortgage appertain, shall be required to terminate the Association. (b) The consent of Neighborhood Representatives representing at least 67% of the Class "A" votes and of Declarant, so long as it owns any land subject to this Declaration, and the approval of Eligible Holders of first Mortgages on Lots to which more than 50% of the votes of Lots subject to a Mortgage appertain, shall be required materially to amend any provisions of the Declaration, By-Laws, or Articles of Incorporation, or to add any material provisions thereto which establish, provide for, govern, or regulate any of the following: 68

(i) voting; (ii) assessments, assessment liens, or subordination of such liens; (iii) reserves for maintenance, repair, and replacement of the Common Area; (iv) insurance or fidelity bonds; (v) rights to use the Common Area; (vi) responsibility for maintenance and repair of Southwood; (vii) expansion or contraction of the Residential Community or the addition, annexation, or withdrawal of properties to or from the Association; (viii) boundaries of any Lot; (ix) leasing of Lots; (x) imposition of any right of first refusal or similar restriction of the right of any Owner to sell, transfer, or otherwise convey his or her Lot; (xi) establishment of self-management by the Association where professional management has been required by an Eligible Holder; or (xii) any provisions included in the Governing Documents which are for the express benefit of holders, guarantors, or insurers of first Mortgages on Lots. 18.5. No Priority. No provision of this Declaration or the By-Laws gives or shall be construed as giving any Owner or other party priority over any rights of the first Mortgagee of any Lot in the case of dis-tribution to such Owner of insurance proceeds or condemnation awards for losses to or a taking of the Common Area. 18.6. Notice to Association. Upon request, each Owner shall be obligated to furnish to the Association the name and address of the holder of any Mortgage encumbering the Owner's Lot. 18.7. Failure of Mortgagee to Respond. Any Mortgagee who receives a written request from the Board to respond to or consent to any action shall be deemed to have approved such action if the Association does not receive a written response from the Mortgagee within 30 days of the date of the Association's request, pro-69

vided such request is delivered to the Mortgagee by certified or registered mail, return receipt requested. 18.8. Construction of Article XVIII. Nothing contained in this Article shall be construed to reduce the percentage vote that must otherwise be obtained under this Declaration, the By-Laws, or Florida Jaw for any of the acts set out in this Article. Article XIX Disclosures and Waivers. 19. 1. Changes in Master Plan Each Owner acknowledges that Southwood is a master planned community, the devel-opment of which is likely to extend over many years, and agrees and consents to all changes in (a) uses or density of Lots or dwellings within Southwood, or (b) changes in the Master Plan. Each Owner further acknowledges and agrees that the present plans and themes for Southwood's development may change and that it has not relied on any representation, warranty, or assurance by any Person (a) that any Lots, or other property or facilities will be added, modi-fied, or eliminated within Southwood; or (b) as to the financial or other impact of such action on any Owner. Each Owner acknowledges and agrees that it is not entitled to rely upon and has not received or relied upon any representations, warranties, or guarantees whatsoever as to: (a) the design, construction, completion, development, use, benefits, or value of Southwood; or (b) the number, types, sizes, prices, or designs of any residential or non-residential structures or im-provements built or to be built in any part of Southwood. 19.2. No Liability For Third Party Acts. Owners and occupants of Lots, and their respective guests and invitees, are responsible for their own personal safety and for their property in Southwood. The Association may, but is not obligated to, maintain or support certain activities which promote or enhance safety or secu-rity within the Residential Community. However, the Association and Declarant shall not in any way be considered insurers or guarantors of safety or security within the Residential Community, nor shall they be held liable for any loss or damage by reason of failure to provide adequate secu-rity or ineffectiveness of security measures undertaken. No representation or warranty is made that any systems or measures, including fire pro-tection, burglar alarm, or other security monitoring systems, or any mechanism or system for lim-iting access to the Residential Community or Southwood, cannot be compromised or circum-vented, nor that any such systems or measures undertaken will in all cases prevent loss or provide the detection or protection for which the system is designed or intended. Each Owner acknowl-edges, understands, and shall be responsible for informing its tenants and all occupants of its Lot that the Association, their respective boards and committees, and Declarant are not insurers or guarantors of security or safety and that each Person within the Residential Community assumes 70

OR BK 3513 PG 637 all risks of personal injury and loss or damage to property, including Lots and the contents of Lots, resulting from acts of third parties. 19 .3. View Impairment. Neither Declarant nor the Association guarantee or represent that any view over and across the Lots, any open space within the Residential Community, or any golf course or other Private Amenity will be preserved without impairment. Neither Declarant nor the Association nor any Private Amenity owner shall be obligated to relocate, prune, or thin trees or other land-scaping except to maintain the Community-Wide Standard or as otherwise required under a sepa-rate covenant or agreement. The Association (with respect to the Common Area) and Private Amenity owners (with respect to Private Amenity property) have the right to add trees and other landscaping from time to time subject to applicable law. Any express or implied easements for view purposes or for the passage of light and air are hereby expressly disclaimed. Any golf course owner may, in its sole and absolute discretion, but shall not be obligated to change the location, landscaping, topography, hydrology, configuration, size, and elevation of the tees, bunkers, fairways, greens, buildings, improvements, landscaping and water bodies on such golf course from time to time. Any such additions or changes to such golf course may di-minish or obstruct the view from the Lots. 19.4. Notices and Disclaimers as to Community Svstems. In recognition of the fact that interruptions in cable television and other Community Sys-tems services (as defined in Section 12.5) will occur from time to time, neither Declarant nor any of Declarant's successors or assigns shall in any manner be liable for, and no Community System user shall be entitled to refund, rebate, discount, or offset in applicable fees, for any interruption in Community Systems services, regardless of whether or not such interruption is caused by rea-sons within the service provider's control. 19.5. Blasting and Other Activities. All Owners, occupants, and users of Lots are hereby placed on notice that Declarant, De-clarant's Affiliates, and/or their agents, contractors, subcontractors, licensees, and other desig-nees, successors, or assigns, may, from time to time, conduct blasting, excavation, construction, and other activities within Southwood. By the acceptance of a deed or other conveyance or mortgage, leasehold, license, or other interest, and by using any portion of a Lot or Southwood generally, the Owners and all occupants and users of Lots acknowledge, stipulate, and agree (a) that such activities shall not be deemed nuisances, or noxious or offensive activities, under any applicable covenants or at law generally; (b) not to enter upon, or allow their children or other Persons under their control or direction to enter upon (regardless of whether such entry is a tres-pass or otherwise) any property within or in proximity to the Lot where such activities are being conducted ( even if not being actively conducted at the time of entry, such as at night or otherwise during non-working hours); (c) that Declarant, any Affiliate of Declarant, and all of their agents, contractors, subcontractors, licensees, and other designees, successors, and assigns, shall not be liable but, rather, sball beheld harmless for any and all losses, damages (compensatory, consc-71

OR BK 3513 PG 638 quential, punitive, or otherwise), injuries, or deaths arising from or relating to the aforesaid ac-tivities; (d) that any purchase or use of any portion of a Lot has been and will be made with full knowledge of the foregoing; and (e) that this acknowledgment and agreement is a material in-ducement to Declarant or its Affiliates to sell, convey, lease, and/or allow the use of Lots within the Residential Community. l 9.6. Water Management. Each Owner acknowledges that Declarant and its Affiliates are not related to the local permitting authority for surface water permits. Each Owner further acknowledges and agrees that any lakes or wetlands within Southwood are designed as water management areas and are not designed as aesthetic features. Due to fluctuations in water elevations within the immediate area, the water level of lakes will rise and fall and Declarant has no control over such elevations. Therefore, each Owner agrees to release and discharge Declarant and its Affiliates from and against any and all losses, claims, demands, damages, costs, and expenses of whatever nature or kind, including reasonable attorneys' fees and costs at all tribunal levels, related to or arising out of any claims relating to such fluctuations in the water elevations. Owners shall not alter, mod-ify, expand, or fill any lakes or wetlands located within or in the vicinity of Southwood without the prior written approval of the local permitting authority, Declarant, and such other local, state, and federal authorities as may have relevant jurisdiction over such matters. 19. 7. Liability for Association Operations. The Association shall, to the fullest extent permitted by law, indemnify, defend, and hold harmless Declarant (including its successors and assigns) from and against any and all losses, claims, demands, damages, costs, and expenses of whatever kind or nature (including, without limitation, reasonable attorneys' fees and costs at all tribunal levels and whether or not suit is in-stituted, including those incurred in establishing the right to be indemnified, defended, and held harmless pursuant hereto) which relate to or arise out of Association management and operations, including, without limitation, improvement, maintenance, and operation of amenities and other portions of the Common Maintenance Areas and the collection of assessments. PART SEVEN: CHANGES IN THE COMMUNITY Communities such as Southwood are dynamic and constantly evolving as circumstances, tech-nology, needs and desires, and laws change, as the residents age and change over time, and as the sur-rounding community changes. Southwood and its Governing Documents must be able to adapt to these changes while protecting the things that make Southwood unique. Article XX Changes in Ownership of Lots Any Owner, other than Declarant or any Affiliate of Declarant, desiring to sell or other-wise transfer title to his or her Lot shall give the Board at least 14 days' prior written notice of the name and address of the purchaser or transferee, the date of such transfer of title, and such other information as the Board may reasonably require. The transferor shall continue to be jointly and severally responsible with the transferee for all obligations of the Lot Owner, including assess-72

OR BK 3513 PG 639 ment obligations, until the date upon which the Board, notwithstanding the transfer of title, re-ceives such notice. Article XXI Changes in Common Area 21.1. Condemnation. Whenever any part of the Common Area is taken or conveyed under threat of condemna-tion by any authority having the power of eminent domain, the Board shall determine, in the ex-ercise of its business judgment, whether each Owner is entitled to notice. The award made for such taking shall be payable to the Association as trustee for all Owners to be disbursed as follows: If the taking involves a portion of the Common Area on which improvements have been constructed, the Association shall restore or replace such improvements on the remaining land included in the Common Area to the extent practicable, unless, within 60 days after such taking, Declarant, so Jong as Declarant or any Affiliate ofDeclarant owns any property described in Ex-hibit "A" or "B" of this Declaration, and Neighborhood Representatives representing at least 75% of the total Class "A" votes in the Association shall otherwise agree. Any such construction shall be in accordance with plans the Board approves. The provisions of Section 7 .3 regarding funds for the repair of damage or destruction shall apply. If the taking does not involve any Common Area improvements, or if a decision is made not to repair or restore, or if net funds remain after any such restoration or replacement is com-plete, then such award or net funds shall be disbursed to the Association and used for such pur-poses as the Board shall determine. 21.2. Partition. Except as permitted in this Declaration, the Common Area shall remain undivided, and no Person shall bring any action for partition of any portion of the Common Area without the written consent of all Owners and Mortgagees. This Section shall not prohibit the Board from acquiring and disposing of tangible personal property nor from acquiring and disposing of real property which may or may not be subject to this Declaration. 21.3. Transfer or Dedication of Common Area. The Association may convey, dedicate, or otherwise transfer portions of the Common Area to Leon County, the City of Tallahassee, or to any other local, state, or federal governmental or quasi-governmental entity, subject to any specific approval requirements in this Declaration. 73

Article XXII Amendment of Declaration 22.1. By Declarant. Subject to any specific amendment rights granted elsewhere in this Declaration, during the Class "B" Control Period, Declarant may unilaterally amend this Declaration for any purpose. Thereafter, Declarant may unilaterally amend this Declaration if and to the extent permit-ted by Florida law. 22.2. By the Members. Except as otherwise specifically provided above and elsewhere in this Declaration, this Declaration may be amended only by the affirmative vote or written consent, or any combination thereof, of Neighborhood Representatives representing at least 75% of the Association's total Class "A" votes. In addition, so long as Declarant or any Affiliate of Declarant owns any prop-erty subject to this Declaration or which may become subject to this Declaration in accordance with Section 1 I.I, Declarant's written consent is required for any amendment. The approval re-quirements set forth in Article XVI also shall be met, if applicable. Notwithstanding the above, the percentage of votes necessary to amend a specific clause shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause. 22.3. Validity and Effective Date. No amendment may remove, revoke, or modify any right or privilege of Declarant or the Class "B" Member without the written consent of Declarant or the Class "B" Member, respec-tively ( or the assignee of such right or privilege). If an Owner consents to any amendment to this Declaration or the By-Laws, it will be conclusively presumed that the Owner has the authority to consent, and no contrary provision in any Mortgage or contract between the Owner and a third party will affect the validity of such amendment. Any amendment shall become effective upon the earliest of (a) actual notice; (b) Re-cording; or (c) later effective date specified in the amendment. Any procedural challenge to an an1endment must be made within six months of its Recordation or such amendment shall be pre-sumed to have been validly adopted. In no event shall a change of conditions or circumstances operate to amend any provisions of this Declaration. 22.4. Exhibits. Exhibits "A" and "B" are incorporated by this reference and this Article shall govern amendment of such exhibits. Exhibit "C" is incorporated by reference and may be amended as provided in Article III or pursuant to Sections 20.1 and 20.2. All other exhibits are attached for 74

OR BK 3513 PG 641 informational purposes and may be amended as provided therein or in the provisions of this Dec-laration which refer to such exhibits. 75

OR BK 3513 PG 642 IN WI1NESS WHEREOF, the undersigned Declarant has executed this Amended and Restated Declaration of Covenants, Conditions, and Restrictions for the Southwood Residential Community the date and year fust written above. DECLARANT: The St. Joe Company, a Florida corporation State of Florida ) ) ss County of J..M ) By: St. Joe Towns & Resorts, L.P., a Delaware limited partnership as its authorized agent By: By: The foregoing instrument was acknowledged before me this ~day of :Apc~ [ , 2006, by~ ~Q:0\~e{' , \f.C.f fte::>,M)t- of St. Joe/Arvida Company, Inc., a Floridaco~::::,'.:::• behillfof fue cmpmafim :she~is personally 1}!!kno~ ·t~o me. '-"''\ e:,. ENNis.S:1f,,,._ "-,,.,~-J9-~-~-----,..,.........,,. __ _ ;:,~S,,•~iiJ,i'oi;••:'O~ Name: , -~ ... /<l:i _.-;._,c\¥ "'"" 10 c,1-,;,•.,:;,.\ Title: Notaryublic [NOTARIAL SEAL] ~ :t9~ ·~\\ 1 =*: "' ..... "' =*= Serial Number, if any: _____________ _ ir; \ #DD 317889 hr I My Commission Expires: _____________ _ ~~••.~ ~d~ -~#•••~ ~~J-A•f.Pub11cu~f.•~~~ ~,,l0Lits-i~;t. ~,,,~" 5297/CCR/DAH 11//llftllll\l\\\ 77

OR BK 3513 PG 643 EXHIBIT "A" All property contained within that certain plat title SOUTHWOOD - UNIT 1 plat, recorded at Plat Book 12, Page 100 of the public records of Leon County, Florida All property contained within that certain plat title SOUTHWOOD - UNIT 2, PHASE 1 plat, recorded at Plat Book 14, Page 24 of the public records of Leon County, Florida All property contained within that certain plat title SOUTHWOOD - UNIT 2, PHASE 2 plat, recorded at Plat Book 14, Page 80 of the public records of Leon County, Florida All property contained within that certain plat title SOUTHWOOD - UNIT 2, PHASE 3 plat, recorded at Plat Book 14, Page 81 of the public records of Leon County, Florida All property contained within that certain plat title SOUTHWOOD - UNIT 2, LOTS 16 & 17 plat, recorded at Plat Book 15, Page 1 of the public records of Leon County, Florida. All property contained within that certain plat title SOUTHWOOD - UNIT 4, PHASE 3 plat, recorded at Plat Book 13, Page 1 of the public records of Leon County, Florida All property contained within that certain plat title SOUTHWOOD - UNIT 6 plat, recorded at Plat Book 13, Page 18 of the public records of Leon County, Florida All property contained within that certain plat title SOUTHWOOD - UNIT 7, PHASE 1 plat, recorded at Plat Book 13, Page 84 of the public records of Leon County, Florida All lots contained within Blocks A, B, C and D of that certain plat title SOUTHWOOD - UNIT 7, PHASES 2 & 3 plat, recorded at Plat Book 15, Page 2 of the public records of Leon County, Florida All properly contained within that certain plat title SOUTHWOOD - UNIT 9 plat, recorded at Plat Book 13, Page 36 of the public records of Leon County, Florida All property contained within that certain plat title SOUTHWOOD - UNIT 10, PHASE 1 plat, recorded at Plat Book 13, Page 42 of the public records of Leon County, Florida All property contained within that certain plat title SOUTHWOOD - UNIT 10, PHASE 2 plat, recorded at Plat Book 13, Page 68 of the public records of Leon County, Florida All property contained within that certain plat title SOUTHWOOD - UNIT 14 plat, recorded at Plat Book 15, Page 6 of the public records of Leon County, Florida All property contained within that certain plat title SOUTHWOOD - UNIT 15, PHASE 1 plat, recorded atPlat Book 13, Page 85 of the public records of Leon County, Florida I 14060 v.l

OR BK 3513 PG 644 All property contained within that certain plat title SOUTHWOOD - UNIT 16 plat, recorded at Plat Book 14, Page 97 of the public records of Leon County, Florida All property contained within that certain plat title SOUTHWOOD - UNIT 17 plat, recorded at Plat Book 15, Page 56 of the public records of Leon County, Florida All property contained within that certain plat title SOUTHWOOD - UNIT 18 plat, recorded at Plat Book 15, Page 75 of the public records of Leon County, Florida All property contained within that certain plat title SOUTHWOOD - UNIT 19 plat, recorded at Plat Book 15, Page 82 of the public records of Leon County, Florida All property contained within that certain plat title SOUTHWOOD - UNIT 23 plat, recorded at Plat Book 16, Page 100 of the public records of Leon County, Florida All property contained within that certain plat title SOUTHWOOD - UNIT 25 plat, recorded at Plat Book 16, Page 86 of the public records of Leon County, Florida

OR BK 3513 PG 645 EXHIBIT "B" Land Subject to Annexation Any or all of that certain real property encompassed by or otheIWise included within the Southwood Development of Regional Impact ("Southwood DRI"), including such real property as is described in, encompassed by, or otherwise included within that certain: • Development Order for the Southwood Development of Regional Impact, adopted by the City of Tallahassee, Florida, by and through its City Commission, on April 28, I 999, as Resolution No. 99-R-0010, and notice of which is recorded in the Official Records of Leon County, Florida, at OR Book R2275, Page 1027; as amended by that certain amendment to such Development Order, adopted by the City of Tallahassee, Florida, by and through its City Commission, on January 26, 2000, as Resolution No. 00-R-0002, and notice of which is recorded in the Official Records of Leon County, Florida, at OR Book R2345, Page 00308; and • Development Order for the Southwood Development of Regional Impact, adopted by Leon County, Florida, by and through its Board of County Commissioners, on April 28, 1999, and notice of which is recorded in the Official Records of Leon County, Florida, at OR Book R2275, Page 01055; as amended by that certain amendment to such Develop-ment Order adopted by Leon County, Florida, by and through its Board of Commission-ers, on February 8, 2000, and notice of which is recorded in the Official Records of Leon County, Florida, at OR BookR2345, Page 00301; Together with any and all additional real property which is added to and made a part of the Southwood DRI by future amendment or expansion.

OR BK 3513 PG 646 EXHIBIT "C" Initial Use Restrictions The purpose of Architectural Guidelines and Use Restrictions is not to anticipate all ac-ceptable or unacceptable behavior in advance and eliminate all improvements or activities which fall outside of "the norm." In fact, it is expressly intended that the Reviewer under Article JV, and the Board, as appropriate, have discretion to approve or disapprove items, or to enforce or not enforce technical violations of the Governing Documents, based upon aesthetic or other con-siderations consistent with the established guidelines. As such, while something may be ap-proved or permitted for one Lot under one set of circwnstances, the same thing may be disap-proved for another Lot under a different set of circumstances. The exercise of discretion in ap-proving or enforcement shall not be construed as a waiver of approval or enforcement rights, nor shall it estop the Board from taking enforcement action in any appropriate circwnstances. Subject to the above, the following restrictions shall apply to all of the Residential Com-munity until such time as they are amended, modified, repealed, or limited pursuant to Article III of the Declaration. (a) Animals and Pets. No animals of any kind, including livestock and poultry, shall be raised, bred, or kept on any portion of the Residential Community, except that a reasonable nwnber of usual and common household pets, as determined in the Board's discretion, may be kept on a Lot (including inside a dwelling). Unless the Board, in its discretion, determines oth-erwise, a reasonable number of dogs and cats, collectively, on any Lot shall be presumed to be two and Board consent is required for keeping additional dogs and/or cats on a Lot. Upon the Board's request, an Owner, at his or her expense, shall remove any pet that is permitted to roam free, or, in the Board's sole discretion, endangers health, makes objectionable noise, or consti-tutes a nuisance or inconvenience to other Owners or residents of any portion of the Residential Community. lf the Owner fails to honor such request, the Board may cause the pet to be re-moved at the Owner's expense. No pets shall be kept, bred, or maintained for any commercial purpose. Dogs shall be kept on a leash or otherwise confined in a manner acceptable to the Board whenever outside a structure. Any person bringing a pet outside of a structure, or permit-ting a pet to go outside of a structure, shall be responsible for immediately and properly dispos-ing of any solid waste from such pet. (b) Wildlife. Capturing, killing, or trapping wildlife is prohibited within the Residen-tial Community, except in circumstances imposing an imminent threat to the safety of Persons or pets. (c) Firearms: Fireworks. The use and discharge of firearms within the Residential Community is prohibited. The term "firearms" includes "B-B" guns, pellet guns, and other fire-arms of all types, regardless of size. The use and discharge of fireworks is prohibited except by license granted by the Association. I 14060 v.J

OR BK 3513 PG 647 (d) Nuisances. No Owner shall engage in any activity which constitutes a nuisance (meaning offensive or detrimental activity, as determined by the Board), or which materially dis-turbs or destroys the vegetation, wildlife, or air quality within the Residential Community, or which results in unreasonable levels of sound or light pollution. (e) Garages. Garage doors shall remain closed at all times except when entering, ex-iting, or otherwise actively using the garage. A garage or carport may not be converted to fin-ished space for use as an apartment, an integral part of the Lot's living area, or for purposes other than parking vehicles and ancillary storage, without prior approval pursuant to Article IV. (f) Exterior Lighting. Excessive exterior lighting on any Lot is prohibited. The Board in its sole discretion shall determine whether any exterior lighting is excessive. (g) Storage of Goods. Storage (except in approved structures or containers) of furni-ture, fixtures, appliances, machinery, equipment, or other goods and chattels on the Common Area (except by the Association), or, if not in active use, any portion of a Lot which is visible from outside the Lot is prohibited. (h) Prohibited Conditions. The following conditions, structures, or activities are pro-hibited on any Lot: (i) Dogs runs and animal pens of any kind, unless properly screened and ap-proved in advance in accordance with Article IV; (ii) Shacks or other structures of a temporary nature on any Lot except as may be authorized by Declarant during the initial construction of improvements within the Residential Community. Temporary structures used during the construction or repair of a dwelling or other improvements shall be removed immediately after the completion of construction or repair; (iii) Permanent basketball goals, basketball standards, or backboards which are or would be visible from any street or Common Area; provided, portable basketball goals may be used on a Lot without prior approval, but must be stored so as not to be visible from any street or Common Area overnight or otherwise when not in use; (iv) Freestanding flagpoles; provided, a single flag may be displayed on a Lot using a bracket or other approved device mounted to a dwelling so long as the size of the flag displayed does not exceed a standard size (as determined in the Board's discretion and set forth in a Board rule); (v) Outdoor athletic and recreational facilities such as playscapes, swing sets, and sport courts unless properly screened and approved in advance in accordance with Article IV; and (vi) Outside clotheslines or other outside facilities for drying or airing clothes unless properly screened and approved in advance in accordance with Article IV.

OR BK 3513 PG 648 In any event, and notwithstanding the above list of prohibited conditions, any structure, improvement, or thing proposed for construction, erection, installation, or placement on a Lot requires prior Reviewer approval in accordance with Article IV, unless specifically made exempt under the Architectural Guidelines. (i) Quiet Enjoyment Nothing shall be done or maintained on any part of a Lot which emits foul or obnoxious odors outside the Lot or creates noise or other conditions which tend to disturb the peace, quiet, safety, comfort, or serenity of the occupants and invitees of other Lots. No noxious, illegal, or offensive activity shall be carried on upon any portion of the Resi-dential Community which, in the Board's reasonable determination, tends to cause embarrass-ment, discomfort, annoyance, or nuisance to others. (j) Signs. No sign (including any poster, circular, and billboard) shall be placed or erected on any Lot within the Residential Community, except those required to be permitted by Jaw and the following types of signs: (i) residential identification signs for identification of the occupant and its address may be affixed to the front door of the dwelling or on the wall immedi-ately adjacent to the front door; (ii) within the "Town Center" and "Neighborhood Village Cen-ter" portions of the Residential Community (as such areas are identified in the Master Plan or otherwise designated by Declarant), business identification signs for identification of the occu-pant and its address may be affixed to the front door or on the wall immediately adjacent to the front door of the dwelling being used for permitted business purposes; (iii) during the period that a Lot is being offered for sale or for rent, "For Sale", "For Rent," or "Open House" signs may be placed on the Lot; and (iv) security signs. Any sign placed on a Lot, except as otherwise required by law, shall be subject to such additional specifications as to form, size, color, location, and style as the Board may impose from time to time. The Board also may limit the number of signs that may be placed on any Lot. Such restrictions shall not apply to entry, directional, and market-ing signs installed by Declarant or a Builder; provided, Builder or other contractor signs may re-main on the Lot only during the period of construction of improvements on the Lot and shall be subject to such restriction as to form, size, color, location, content, and style as Declarant or the Board (with Declarant's approval) may impose from time to time. No Owner, other than Declarant, may place or erect a sign of any kind on the Common Area without the Association's prior approval, which approval may be granted or withheld in the Board's sole discretion. The Association with the Board's approval, shall have the right to erect signs on the Common Area. (k) Holiday Decorations. Owners may display holiday decorations on their Lots if the decorations are of the kinds normally displayed in single family residential neighborhoods, are of reasonable size and scope, and do not disturb other Owners and residents by excessive light or sound emission or by causing an unreasonable amount of spectator traffic. Holiday decorations may be put up for display no sooner than 30 days prior to the associated holiday and must be taken down within 15 days after the associated holiday.

OR BK 3513 PG 649 (I) Antennas and Satellite Dishes. No antenna, satellite dish, or other device for the transmission or reception of television or radio (including amateur or ham radios) signals is per-mitted outside the dwelling on a Lot, except those devices whose installation and use is protected under federal law or regulations (generally, certain antennae under one meter in diameter). Not-withstanding such protection, an application for such an antenna or other device must be submit-ted to the Reviewer for approval and approval will be granted only if: (i) First, the antenna or other device is designed for minimal visual intrusion (i.e., is located in a manner that minimizes visibility from the street or an adjacent Lot and is con-sistent with the Community-Wide Standard); and (ii) Second, the antenna or other device complies to the maximum extent fea-sible with the Architectural Guidelines within the confines of applicable federal regulations (i.e., without precluding reception of a quality signal or unreasonably increasing the cost of the an-tenna or device). The Reviewer shall consider any such application on an expedited basis. Notwithstanding the above, Declarant and/or the Association may erect an antenna, satel-lite dish, or other apparatus for a master antenna, cable, or other communication system for the benefit of all or a portion of Southwood, should any master system or systems be used by the As-sociation and require such exterior apparatus. Where the Association is responsible for performing maintenance (e.g., cleaning, paint-ing, etc.), or otherwise is authorized to perform such maintenance, on a structure or other im-provement, the Association may require the removal of any device (including, but not limited to, an antenna or a satellite dish) that interferes with the normal maintenance of the structure in order to allow the Association to perform such maintenance. In such case, the Lot Owner and/or the owner of the device shall be responsible for all costs the Association incurs in removing and re-placing the antenna or other device for such maintenance purposes. (m) Trash Containers and Collection. No garbage or trash shall be placed or kept on any Lot, except in covered containers of a type, size, and style that are specifically permitted un-der the Architectural Guidelines or such specifications as the Board otherwise imposes, or as are otherwise required by the applicable governing jurisdiction. Such containers shall be screened from view outside of the Lot except when they are being made available for collection and, in any event, such containers may not be placed near the road for collection any earlier than 6:00 p.m. on the night before the day of collection and must be moved back to a screened location by midnight of the day of collection. Rubbish, trash, and garbage must be removed from the Lots and may not accumulate on any Lot. Outdoor incinerators may not be kept or maintained on any Lot. (n) Pool Equipment. All pool equipment stored on any Lot shall be screened from view from outside the Lot.

OR BK 3513 PG 650 ( o) Unsightly or Unkempt Conditions. All portions of a Lot outside enclosed struc-tures shall be kept in a clean and tidy condition at all times. No rubbish or debris of any kind shall be placed or permitted to accumulate upon or adjacent to any Lot in a manner which is un-sanitary, unsightly, offensive or detrimental to any other portion of the Residential Community, as the Board may determine. Woodpiles or other material shall be properly screened and stored in such a manner so as not to attract rodents, snakes, and other animals and or create a fire hazard, as the Board deter-mines. No activities shall be conducted upon or adjacent to any Lot or within any structure on a Lot which are or might be unsafe or hazardous to any Person or property. Open fires are prohib-ited within the Residential Community, except in a contained outdoor fireplace or barbecue unit while attended and in use for cooking purposes. (p) Vehicles and Parking. As used in this Section, the term "vehicles" includes, with-out limitation, automobiles, trucks, boats, trailers, motorcycles, campers, vans, and recreational vehicles. No vehicle may be left upon any portion of the Residential Community except in a ga-rage, driveway, or other area the Board designates. No person shall park any recreational vehicle, mobile home, trailer, camper, stored vehicle, commercial vehicle (including all vehicles with commercial lettering or logos), or any unlicensed or inoperable vehicle within the Residential Community other than in an enclosed garage. Non-commercial "sports utility vehicles" and "mini-vans" (as such vehicles are commonly referred to, as determined in the Board's discretion) and non-commercial pick-up trucks without camper tops shall be treated as automobiles and may be parked in driveways outside of enclosed garages. Boats or other watercraft may be kept or stored on a Lot only so long as they are concealed from view from outside of the Lot. This Sec-tion shall not apply to emergency vehicle repairs or to construction, service, and delivery vehicles for periods necessary to perform the services or make a delivery. Notwithstanding the above, for purposes of cleaning, loading, unloading, and short-term (but not overnight) guest parking, any vehicle may be temporarily parked outside of an enclosed garage for periods reasonably necessary to perform such tasks or the period of the guest's visit, as applicable. (q) Wetlands, Lakes, and Other Water Bodies. Wetlands, lakes, ponds, and streams within the Residential Community, if any, are part of the Residential Community's water man-agement system, and no active use of lakes, ponds, streams, or other bodies of water within the Residential Community or within any golf course is permitted, except that the owner of the adja-cent golf course, and its agents, shall have the exclusive right and easement to retrieve golf balls from bodies of water within the Common Areas and use water for irrigation purposes under a separate agreement with the Association. The Association shall not be responsible for any loss, damage, or injury to any person or property arising out of the authorized or unauthorized use of lakes, ponds, streams, or other bodies of water within or adjacent to the Residential Community.

OR BK 3513 PG 651 (q) Solar Equipment. No solar heating equipment or device is permitted outside a dwelling or other structure on a Lot except such devices whose installation and use is protected by federal or Florida law. Notwithstanding such protection, an application for such equipment or device must be submitted for approval under Article IV prior to installation and approval will be granted only if: (i) First, such equipment or device is designed for minimal visual intrusion when installed (i.e., is located in a manner which minimizes visibility from the street or an adja-cent Lot and is consistent with the Community-Wide Standard); and (ii) Second, the equipment or device complies to the maximum extent feasible with the Architectural Guidelines within the confines of the applicable governmental regulations.

OR BK 3513 PG 652 EXHIBIT "D" By-Laws of Southwood Residential Community Association, Inc. 114060 v.l