01/15/2008 09:25 am inst rument# 2008-008297 it 1 page: 55 ... · instrument# 2008-008297 # 3 book:...

01/15/2008 09:25 AMInst rument# 2008-008297 It 1Book: 6180Page: 55

Mercedes Homes, Inc.6905 N. Wickham Rd., Suite 401Melbourne, FL 32940

Cross-reference to Declarationrecorded in Official RecordsBook 5520, Page 3081, PublicRecords of Volusia County, Florida

FIRST AMENDED AND RESTATED DECLARATION OFCOVENANTS, CONDITIONS AND RESTRICTIONS

FORTUSCANY WOODS

THIS FIRST AMENDED AND RESTATED DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS FOR TUSCANY WOODS, is hereby made on the datehereinafter set forth.

WITNESSETH:

WHEREAS, TUSCANY WOODS COMMUNITY DEVELOPERS, INC., a Floridacorporation is the Declarant under that certain DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS for Tuscany Woods as recorded at Official Records Book5520, Pages 3081 through 3121, Public Records of Volusia County, Florida (hereinafter referredto as the "Original Declaration"); and

WHEREAS, MERCEDES HOMES, INC., a Florida corporation, is successor in interestto TUSCANY WOODS COMMUNITY DEVELOPERS, NC., by virtue of that certainAssignment of Permits and Development Rights and Bill of Sale dated February 24, 2006 (the"Assignment") and recorded March 13, 2006 in Official Records Book 5784, Page 2942 in thePublic Records of Volusia County, Florida

WHEREAS, the Original Declaration encumbers all of that certain property in VolusiaCounty, State of Florida, as more particularly described in Exhibit "A" attached hereto andincorporated herein by reference (the Property") a portion of Property is more particularlydescribed in the plat of TUSCANY WOODS, as recorded in Map Book 51, Pages 71-76, PublicRecords of Volusia County, Florida; and.

WHEREAS, TUSCANY WOODS HOMEOWNERS ASSOCIATION, INC., a FloridaNot-For-Profit Corporation was created to act as the community association for the TuscanyWoods subdivision; and

WHEREAS, it has now been determined that the Original Declaration needs to beamended by this FIRST AMENDED AND RESTATED DECLARATION OF COVENANTS,

Inst rument# 2008-008297 # 2Book: 6180Page: 56

CONDITIONS AND RESTRICTIONS FOR TUSCANY WOODS as set forth herein below,

which amendment is consistent with the general development plan for the Properties set forth in

the Original Declaration; and

WHEREAS, this FIRST AMENDED AND RESTATED DECLARATION OF

COVENANTS, CONDITIONS AND RESTRICTIONS FOR TUSCANY WOODS was properly

adopted by the members of the Association Pursuant to Article I, Section 4 and Article VIII,

Section 2, of the Original Declaration and Florida Statutes Section 617.0701(4)(2007):

NOW, THEREFORE, in consideration of premises and covenants herein contained, the

Members of the Association declare that the Properties are and shall be held, transferred, sold,

conveyed, and occupied subject to the covenants, restrictions, easements, charges, and liens set

forth in this FIRST AMENDED AND RESTATED DECLARATION OF COVENANTS,

CONDITIONS AND RESTRICTIONS FOR TUSCANY WOODS as the same may from time to

time be amended in the future, and that such covenants and restrictions shall run with the real

property and be binding on all parties having any right, title or interest in the Properties as

defined herein, including their heirs, personal representatives, successors and assigns.

This FIRST AMENDED AND RESTATED DECLARATION OF COVENANTS,

CONDITIONS AND RESTRICTIONS FOR TUSCANY WOODS specifically and completely

supersedes and replaces the Original Declaration.

ARTICLE 1DEFINITIONS

The following words when used in the Declaration, as defined herein, or any amendment,

supplement or modification thereto (unless the context shall prohibit) shall have the following

meanings:

Section 1.1 "Articles of Incorporation" or "Articles" shall mean and refer to the

Amended and Restated Articles of Incorporation of Tuscany Woods Homeowners Association,

Inc., as they may be amended from time to time. A copy of the existing Articles of Incorporation

are attached hereto as Exhibit "B".

Section 1.2 "Assessment" shall mean and refer to those charges made by the

Association, from time to time, against each Lot within the Properties for the purposes, and

subject to the terms, set forth herein, whether made regularly and in proportional amounts as to

each Lot, or as an assessment against a single Lot or a limited number of Lots, and shall mean,

but not be limited to, all assessments, fees or charges described in Article 6 of this Declaration.

Section 1.3 "Association" shall mean the Tuscany Woods Homeowners Association,

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

2

Instrument# 2008-008297 # 3Book: 6180Page: 57

Section 1.4 "Board" shall mean the Board of Directors of the Association. It is the

body responsible for the administration of the Association, selected as provided in the By-Laws

and generally serving the same role as the board of directors under Florida corporate law,

Section 1.5 "Builder" shall mean any natural person, corporation, partnership, trustee

or other legal entity who purchases one or more Lots for the purpose of constructing

improvements for later sale to Owners. A Builder is also an Owner.

Section 1.6 "By-Laws" shall mean and refer to the By-Laws of the Tuscany Woods

Homeowners Association, Inc., as they may be amended from time to time. A copy of the

existing By-Laws are attached hereto as Exhibit "C".

Section 1.7 "Common Areas" shall mean and refer to all real and personal property,

including easements, which the Association owns, leases or otherwise holds possessory or use

rights in for the common use and enjoyment of the Owners including, but not limited to, those

areas of land which are listed on the Plat of TUSCANY WOODS as Tracts C, D, E, F, I, J and N

and those areas that are within the plat boundary but are neither part of the Lots nor part of the

dedicated lands. The Association, by and through its Board of Directors, may in its sole

discretion maintain, transfer and assign legal ownership of the Common Areas, and may

mortgage the same, subject only to the use rights granted herein to the Owners, which use rights

shall not be construed to create in any Owner a legal interest in and to such Common Areas.

Common Areas shall not be subject to assessment by the Association.

Section 1.8 "Conservation Area" or "Conservation Easement Area" shall mean

and refer to all such property designated as Tracts A, B and M upon the plat of Tuscany Woods.

The Declarant reserves the right to add lands to the Conservation Easement Area.

Section 1.9 "Declaration" shall mean this instrument, the FIRST AMENDED AND

RESTATED DECLARATION OF COVENANTS, AND CONDITIONS FOR TUSCANY

WOODS, as such may be amended and supplemented from time to time as provided herein.

Section 1.10 "Design Guidelines" refers to a document promulgated by the Declarant,

Board or Architectural Review Board to implement, expand upon, and further clarify

architectural and modification issues related to Lots and their Owners as set forth in this

Declaration.

Section 1.11 "Developer" or "Declarant" shall mean MERCEDES HOMES, INC., a

Florida corporation, and its successors or assigns as designated in writing by the Developer.

Section 1.12 "Director" shall mean a member of the Board of Directors of the

Association.

Section 1.13 "Governing Documents" shall mean a collective term referring to this

Declaration, the Articles, the By-Laws, the Design Guidelines and the Rules and Regulations as

such documents may be amended from time to time.

3


Section 1.14 "Lot" shall mean and refer to any plot of land shown on the Plat for

TUSCANY WOODS which has been designated by the Developer to contain a Residence. The

word Lot shall also include the Residence and all other improvements located thereon when such

have been constructed on the Lot.

Section 1.15 "Member" shall mean and refer to a Member of the Association, which

shall include the Developer and the Owners of all Lots. The Developer and each person hereafter

owning a vested interest in the fee title to any Lot, which interest is evidenced by a recorded and

valid instrument in the Public Records of Volusia County, Florida shall automatically be

Members of the Association and such membership shall be terminated without the necessity of

any formal action upon the recording of a valid instrument terminating or transferring the vested,

present interest of such person in a Lot to another. Membership in the Association shall be and is

appurtenant to and may not be separated from ownership of any Lot.

Section 1.16 "Owner" shall mean and refer to the record Owner, whether one or more

persons or entities, of the record fee or undivided fee interest in any Lot located within the

Properties, but shall not mean or refer to any mortgagee unless and until such mortgagee has

acquired title pursuant to foreclosure or any proceeding in lieu of foreclosure. If a Lot is held in a

Trust, then the Trustee shall be considered to be the Owner of the Lot for all purposes stated

herein. Whenever the context so dictates or requires, "Owner" may also mean the Owner's

family members, guests, licensees, agents and invitees, and the lessees of the Owner, their family

members, guests, licensees, agents and invitees.

Section 1.17 "Tuscany Woods" or "Properties" shall mean that real estate

development located in Volusia County, Florida, developed by the Developer, all portions of

which are subject to this Declaration and for which a legal description is included in Exhibit "A"

attached hereto.

Section 1.19 "Plat" shall mean and refer to the plat of TUSCANY WOODS as

recorded in Map Book 51, Pages 71-76, of the Public Records of Volusia County, Florida.

Section 1.20 "Residence" shall mean and refer to any building situated upon a Lot

designed and intended to be used and occupied as a single family residence.

Section 1.21 "Rules and Regulations" means any and all rules and regulations duly

promulgated by the Association pursuant to this Declaration, the Articles and the By-Laws.

Section 1.22 "Surface Water Management System" or "SWMS" shall mean a

system which is designed and constructed or implemented to control discharges which are

necessitated by rainfall events, incorporating methods to collect, convey, store, absorb, inhibit,

treat, use or reuse water to prevent or reduce flooding, over drainage, environmental degradation,

and water pollution or otherwise affect the quantity and quality of discharges from the system, as

permitted by the St. Johns River Water Management District pursuant to Chapters 40C-4, 40C-

40, or 40C-42, of the Florida Administrative Code. Components of the SWMS consist of, but

4


are not limited to, swales, inlets, culverts, retention ponds, lakes, outfalls, storm drains and the

like and all connecting pipes and easements used in connection with the retention, drainage and

control of surface water.

Section 1.23 "Turnover" means the termination of the Class B membership and the

acceptance of control of the Association by the Owners.

ARTICLE 2.

PROPERTY SUBJECT TO THIS DECLARATION

PROPERTIES. The Properties as heretofore defined, and any improvements now or

hereafter constructed thereon, shall be held, transferred, sold, conveyed, and occupied subject to

the covenants, restrictions, easements, charges, and liens set forth in this Declaration as the same

may from time to time be amended in the future.

ARTICLE 3.

RIGHTS IN THE COMMON AREAS

Section 3.1 OWNERS EASEMENT IN COMMON AREAS Subject to the

provisions of Section 3.2 of this Article and the additional provisions of this Declaration, every

Owner shall have a right and perpetual non-exclusive easement of enjoyment and use in and to

all the Common Areas for the purposes for which they are created as described herein, on any

recorded plat, or in any recorded supplement to the Declaration, wherein such Common Areas

are described, and such easement shall be appurtenant to and shall pass with title to every Lot.

The Association shall have a perpetual easement for ingress and egress for itself and its agents,

employees, licensees over, across, and upon all Common Areas. The Developer shall have a

perpetual easement for ingress and egress for itself and its agents, employees, licensees and its

designated Builders over, across, and upon all Common Areas. No Owner shall have any greater

or lesser rights than any other Owner in any Common Area which adjoins such Owner's Lot.

Such right and easement shall be subject to the following:

3.1.1 Rules. The right of the Association, by and through the Board of

Directors, to promulgate and enforce Rules and Regulations respecting the use of the Common

Areas or any portions thereof.

3.1.2 Fees. The right of the Association to charge reasonable fees for the use of

any Common Areas as set by and through its Board of Directors from time to time.

3.1.3 Suspension of Rights. The right of the Association to suspend the right to

use the Common Areas by any Owner, his family members, tenants, guests, licensees, and agents

for any period during which charges, user fees or any Assessment owed by Owner to the

Association or assessed against that Owner's Lot remains unpaid, and for any infraction by an

Owner of the Governing Documents. However, such suspension shall not absolve the Owner

from paying any Assessment, or other fees, costs, and expenses and no suspension may occur

without first complying with such notice and hearing guidelines as are required by Florida law.


3.1.4 Easement. The right of the Association, by and through the Board of

Directors, to grant easements upon, across, over and under the Common Areas for ingress,

egress, installation, replacement, repair and maintenance of master television antenna systems,

cable television or other cable systems, security and similar systems, and all utilities and services

including, but not limited to, electric, water, sewer, gas, telephone, garbage and waste pickup,

cable television, drainage and irrigation services, public safety and U.S. Postal System services.

3.1.5 Transfer. The right of the Association, by and through the Board of

Directors, to dedicate or transfer all or any portion of the Common Areas to any public agency,

authority or utility for such purpose and subject to such conditions as may be agreed to by the

Association, which right shall be in addition to and shall not constitute a limitation upon the

Association"s right to mortgage, or otherwise encumber the Common Areas as provided for in

Section 3.2 of this Article. The right of the Association to dedicate or transfer all or any portions

of the Common Areas granted in this Subsection shall be in addition to and shall not constitute a

limitation upon the right to grant easements on, over, under or across the Common Areas as

provided in Subsection 3.1.4 of this Section.

3.1.6 No Leasehold Interest. The easement rights granted herein are not

intended to create a leasehold interest in the Common Areas in favor of the Association or its

Members.

Section 3.2 ENCUMBRANCE OF COMMON AREAS. The Association, by and

through the Board of Directors, may mortgage or otherwise encumber its interest in all or a

portion of the Common Areas to third parties, along with improvements thereon. However,

Common Areas shall not be abandoned, partitioned, subdivided, alienated, released, transferred,

hypothecated, or otherwise encumbered without first obtaining the written approval of the

Developer for so long as it owns any portion of the Properties.

Section 3.3 DELEGATION OF USE AND ENJOYMENT IN BOTH COMMON

AREAS. Any Owner may delegate his right of enjoyment to the Common Areas to his family

members, lessees, invitees and bona fide guests (defined as any guest staying with the Owner

overnight in the Residence), and his lessees who reside in his Residence. Such delegation shall

be subject to such Rules and Regulations as are adopted by the Board of Directors from time to

time.

Section 3.4 RULES AND REGULATIONS FOR USE AND ENJOYMENT OF

COMMON AREA. The Association, by and through the Board of Directors, shall have the

right in its absolute discretion to adopt, modify, amend and terminate at any time and from time

to time Rules and Regulations for the use of the Common Areas. Every Owner, his family

members, tenants, guests, licensees, and agents shall comply with all Rules and Regulations and

all Owners are required to inform their family members, tenants, guests, licensees, invitees and

agents of the Rules and Regulations. Such Rules and Regulations, and all provisions,

restrictions, and covenants may be enforced by, but not limited to, Fines (as defined herein), loss

6


of privileges to use the Common Areas, loss of voting rights, and administrative, legal orequitable action by the Association.

Section 3.5 CONVEYANCE TO ASSOCIATION. Developer shall have the right toconvey title to any property within Tuscany Woods owned by it, or any interest therein, to theAssociation as Common Property. Developer may require the Association to operate and/ormaintain any property owned by Developer which Developer intends to eventually convey to theAssociation as Common Property. In that event, such property shall be deemed CommonProperty even though not yet owned by the Association. The timing of the conveyance of anyCommon Property prior to Turnover shall be in the sole discretion of Developer.

Section 3.6 METHOD OF CONVEYANCE. The Developer may transfer title (orany interest therein) to any portion of the Common Property to the Association by bill of sale,deed or other appropriate instrument recorded in the Public Records of Volusia County, Florida.The Association shall be obligated to accept the conveyance as delivered by the Developer and tomaintain the Common Property for the use and benefit of the Owners.

ARTICLE 4.EASEMENTS

In addition to easements as shown on any recorded plat(s) of all or any portion of theProperties, easements as to Common Areas as set forth in the previous Article, and othereasements as specifically referred to in this Declaration, the following easements are herebygranted and/or reserved over, under, across, and through the Properties.

Section 4.1 EASEMENTS FOR UTILITIES AND SEWER. The Developer and itsdesignated Builders or the Association shall have the right to enter any Lot for purposes ofproviding, constructing, operating, repairing, replacing, and maintaining the equipment andinfrastructure associated with those services for which Assessments are levied and/or collectedpursuant to Article 6.

Section 4.2 SEWER MANHOLE COVERS, ETC. The Developer and itsdesignated Builders or the Association may locate sewer manhole covers, drainage gates, swales,utilities, valves, covers, control boxes or transformers including pedestals, any place at anylocation on the Properties, and may modify the same as necessary and have construction access tothe same for maintenance and repair service at any time, so long as the same does not prevent orunreasonably interfere with any Owner's use or enjoyment of the Properties or any Lot locatedthereon. Any damage to a Lot resulting from this access shall be immediately repaired by, and atthe expense of the Developer or its designated Builders or the Association, whichever isappropriate.

Section 4.3 CONSERVATION EASEMENT. Pursuant to the provisions of Section704.06, Florida Statutes, Developer hereby voluntarily grants and conveys to the St. Johns RiverWater Management District (the "District") a conservation easement in perpetuity over thePreservation and Conservation Tracts, Tracts A, B and M of the Plat, (the "Conservation

7


Easement"). Developer fully warrants title to said Conservation Easement Areas, and willwarrant and defend the same against the lawful claims of all persons whomsoever. Developergrants this Conservation Easement as a condition of permit number issued by theDistrict, solely to offset adverse impacts to natural resources, fish and wildlife, and wetlandfunctions.

4.3.1. Purpose. The purpose of this Conservation Easement is to assure that theConservation Easement Areas will be retained forever in their existing natural condition and toprevent any use of the Conservation Easement Areas that will impair or interfere with theenvironmental value of these areas.

4.3.2. Prohibited Uses. Any activity in or use of the Conservation EasementAreas inconsistent with the purpose of this Conservation Easement is prohibited. Withoutlimiting the generality of the foregoing, the following activities and uses are expressly prohibited.

(a) Construction or placing buildings, roads, signs, billboards or otheradvertising, utilities or other structures on or above the ground.

(b) Dumping or placing soil or other substance or material as landfillor dumping or placing of trash, waste or unsightly or offensive materials.

(c) Removing, destroying or trimming trees, shrubs, or othervegetation.

(d) Excavating, dredging or removing loam, peat, gravel, soil, rock orother material substances in such a manner as to affect the surface.

(e) Surface use, except for purposes that permit the land or water areato remain predominantly in its natural condition.

(0 Activities detrimental to drainage, flood control, waterconservation, erosion control, soil conservation, or fish and wildlife habitat preservation.

(g) Acts or uses detrimental to such retention of land or water areas.

(h) Acts or uses detrimental to the preservation of the structuralintegrity or physical appearance of sites or properties of historical, architectural, archaeological,or cultural significance.

4.3.3. Responsibilities. Until Turnover or earlier as allowed by the District, theDeveloper, its successors and assigns, are responsible for the operation and maintenance of theConservation Easement Areas. In addition, the Developer, its successors and assigns, areresponsible for the periodic removal of trash and other debris, which may accumulate in theConservation Easement Areas. After Turnover the Association assumes these responsibilities.

8

Instrument 2008-008297 #Book: 6180Page: 63

4.3.4. Reserved Rights. Developer reserves unto itself, and its successors andassigns, all rights accruing from its ownership of the Conservation Easement Areas, including theright to engage in or permit or invite others to engage in all uses of the Conservation EasementAreas, that are not expressly prohibited herein and are not inconsistent with the purpose of thisConservation Easement.

4.3.5. Rights of District. To accomplish the purposes stated herein, theDeveloper conveys the following rights to the District:

(a) to enter upon and inspect the Conservation Easement Areas in areasonable marmer and at reasonable times to determine if Developer or its successors andassigns are complying with the covenants and prohibitions contained in this ConservationEasement; and

(b) to proceed at law or in equity to enforce the provisions of thisConservation Easement and the covenants set forth herein, to prevent the occurrence of any ofthe prohibited activities set forth herein, and require the restoration of areas or features of theConservation Easement Areas that may be damaged by any activity inconsistent with thisConservation Easement.

4.3.6. District's Discretion. District may enforce the terms of this ConservationEasement at its discretion, but if Developer breaches any term of this Conservation Easement andDistrict does not exercise its rights under this Conservation Easement, District's forbearance shallnot be construed to be a waiver by District of such term, or of any subsequent breach of the same,or any other term of this Conservation Easement, or of any of the District's rights under thisConservation Easement. No delay or omission by the District in the exercise of any right orremedy upon any breach by Developer shall impair such right or remedy or be construed as awaiver. District shall not be obligated to Developer, or to any other person or entity, to enforcethe provisions of this Conservation Easement.

4.3.7. District's Liability. Developer will assume all liability for any injury ordamage to the person or property of third parties which may occur in the Conservation EasementAreas arising from Developer's ownership of the Conservation Easement Areas. NeitherDeveloper, nor any person or entity claiming by or through Developer, shall hold District liablefor any damage or injury to person or personal property, which may occur, in the ConservationEasement Areas.

4.3.8. Acts Beyond Developer's Control. Nothing contained in thisConservation Easement shall be construed to entitle District to bring any action againstDeveloper for any injury to or change in the Conservation Easement Areas resulting from naturalcauses beyond Developer's control, including, without limitation, fire, flood, storm and earthmovement, or from any necessary action taken by Developer under emergency conditions toprevent, abate or mitigate significant injury to the Conservation Easement Areas or to personsresulting from such causes.

9

9

Instrument# 2008-008297 It 10Book: 6180Page: 64

4.3.9. Amendment. The provisions of this Conservation Easement may not beamended without the prior written approval of the District.

4.3.10. Successors. The covenants, terms, conditions and restrictions of thisConservation Easement shall be binding upon, and inure to the benefit of the parties hereto andtheir respective personal representatives, heirs, successors and assigns and shall continue as aservitude running in perpetuity with the Conservation Easement Areas.

Section 4.4 ADDITIONAL EASEMENTS. The Developer and the Association havethe right to grant such additional easements or to relocate existing easements throughout theProperties as the Developer or the Association may deem necessary or desirable for the properoperation and maintenance of the Properties or any portion thereof, provided that such additionaleasements or relocation of existing easements does not prevent or unreasonably interfere withany Owner's use or enjoyment of the Properties or any Lot located therein.

Section 4.5 ADDITIONAL EASEMENTS BY OWNERS. No Owner other than theAssociation shall have the right to grant any easement upon any portion of the Properties,including that Owner's Lot, to any person or entity without the prior written approval of theAssociation, by and through its Board of Directors.

Section 4.6 RIGHT OF ENTRY. The Developer and the Association shall have theright to enter any portion of the Properties, including Lots, for purposes of assuring compliancewith, or enforcing, the Governing Documents, and for purposes of correcting, repairing, cleaning,clearing, mowing, or otherwise maintaining the Properties, or in the event of an emergency. TheDeveloper's or the Association's entry upon any portion of the Properties for the above reasons,or any other required or permitted purpose, shall not be deemed a trespass.

Section 4.7 EASEMENT TO ENTER ONTO LOT TO MAINTAIN ANDREPAIR. An easement is reserved to the Association to enter onto Lots to maintain and repairthem as more fully provided for in Article 7 of this Declaration.

ARTICLES.THE ASSOCIATION

Section 5.1 ASSOCIATION. The Association has been created to provide for theadministration and operation of Tuscany Woods and to provide for the maintenance, repair, andreplacement of those portions of the Properties as required by this Declaration or as a result oflater conveyances to the Association. The Association shall act in accordance with the terms andprovisions of this Declaration, the Articles (attached as Exhibit "B") and the By-Laws(attached as Exhibit "C") as the same may be amended from time to time.

Section 5.2 MEMBERSHIP Every Owner, as defined in Article 1 hereof, shall be amember of the Association. Membership shall be appurtenant to and may not be separated fromOwnership of any Lot. If a Lot is held in a Trust, then the Trustee shall be considered to be theOwner of the Lot for all purposes stated herein.

10

Instrument# 2008-008297 it 11Book: 6180Page: 65

Section 5.3 CHANGE OF MEMBERSHIP Change of membership in the

Association shall be established by recording in the Public Records of Volusia County, Florida, a

deed or other instrument establishing a record title to a Lot. The Owner (whether individual,

corporation, Trustee or otherwise) designated by such instrument will become a Member of the

Association and the membership of the prior Owner will be terminated. The new Owner shall

notify the Association of the recording of the deed or other instrument establishing record title

and shall furnish the Association a certified copy of such instrument. The Association may

charge a reasonable fee for changing the membership records.

Section 5.4. VOTING RIGHTS. The Association shall have two (2) classes of voting

membership:

Section 5.4.1 Class A Member. The Class A Member shall be all Owners, with

the exception of Developer, and shall be entitled to one (1) vote for each Lot owned. When more

than one (1) person holds an interest in each Lot owned, all such persons shall be Members. The

vote for such Lot shall be exercised as they determine, but in no event shall more than one (1)

vote be cast with respect to any Lot.

Section 5.4.2 Class B Member. The Class B Member shall be the Developer,

who shall be entitled to three (3) votes for each Lot owned by the Developer. The Class Bmembership shall cease and be converted to Class A membership on the happening of one (1) of

the following events, whichever occurs earlier:

(a) no later than three (3) months after ninety percent (90%) of theLots have been conveyed to Members, not including conveyances to a person, firm or entity towhom the Developer assigns its rights;

(b) at such time as the Developer or its successors and assigns, in its

sole discretion, elects to terminate its Class B membership.

Until Turnover, the Developer shall have the right to appoint the directors and officers of

the Association. Upon Turnover, the officers and directors appointed by the Class B Member

shall submit their written resignations, and the Class A Members shall elect their own officersand directors and assume control of the Association. Provided, however, so long as the

Developer is the Owner of one (1) Lot subject to this Declaration, Developer shall be entitled to

appoint one (1) member of the Board of Directors, who shall be removable and replaceable only

by the Developer. At such time as the Developer's directors and officers resign or the Developer

is otherwise obligated or desires to turnover the control of the Association, it shall be the

affirmative obligation of the Class A Members to assume control of the Association and to elect

the directors and officers. Provided at least thirty (30) days notice of the Developer's decision to

cause its directors and officers to resign or to hold the first meeting for the election of directors

and officers is given to the Members, neither the Developer nor such directors and officers shall

be held liable, financially or in any other manner in connection with any such resignation, even if

the Class A Members refuse or fail to assume control at such meeting.

11


Within a reasonable amount of time after Class A Members first elect new Directors tothe Board of Directors and officers of the Association (not more than thirty (30) days after suchevent), Developer shall deliver to the Association all property owned by, maintained andcontrolled by the Association then held by, maintained or controlled by the Association orDeveloper and the documents required by Section 720.307, Florida Statutes and any amendmentsthereto.

Section 5.4 BOOKS AND RECORDS. The Association shall make available toOwners and mortgagees, and to holders, insurers or guarantors of any first mortgage on all or aportion of the Properties, including Lots, current copies of the Governing Documents, and thosebooks, records and financial statements of the Association as are defined as the Official Recordsof the Association by Florida Statutes. Such inspection and copying shall be subject to suchreasonable Rules and Regulations as are adopted from time to time by the Board of Directors.The Association shall be deemed to have made such items available, if they are available forinspection, upon written request, during normal business hours or under other reasonablecircumstances. Any holder, insurer or guarantor of a first mortgage on all or a portion of theProperties, including Lots, shall be entitled, upon written request, to a financial statement for theimmediately preceding fiscal year and such statement shall be furnished within a reasonable timefollowing said request. Any request shall be made to the Association. The Association maycharge a reasonable fee for this service and for copies of any reports.

Section 5.5 DISSOLUTION OF ASSOCIATION.

Section 5.5.1 Owner's Rights. In the event of dissolution of the Association forwhatever reason, any Owner may petition the Circuit Court of the Eighteenth Judicial Circuit ofthe State of Florida for the appointment of a receiver to manage the affairs of the dissolvedAssociation in the place and stead of the Association, and to make such provisions as may benecessary for the continued management of the affairs of the dissolved Association, includingreinstatement of the Association as an active Florida corporation.

Section 5.5.2 Surface Water Management System. In the event of termination,dissolution, or final liquidation of the Association, the responsibility for the operation andmaintenance of the Surface Water Management System must be transferred to and accepted by anentity which would comply with Section 40C-42.027, F.A.C., and be approved by the St. John'sRiver Water Management District prior to such termination, dissolution or liquidation.

Section 5.6 POWERS OF BOARD OF DIRECTORS. The Board of Directors shallexercise all powers of the Association not otherwise specifically reserved to the Members.Therefore, unless membership approval is specifically required, whenever Association action isrequired, such action shall be taken by the Board without the need for membership approval.

12


ARTICLE 6.COVENANTS FOR ASSESSMENTS

Section 6.1 ESTABLISHMENT AND PURPOSE OF ASSESSMENTS. TheAssociation, as specified herein, shall have the authority to establish, collect, and disburseAssessments for the purposes of providing for the administration and operation of TuscanyWoods and for constructing, maintaining, operating, repairing and replacing improvements onthe Common Areas, and constructing, maintaining, operating, repairing and replacingimprovements on the Properties, including, but not limited to, the payment of taxes and insuranceon the Common Areas, the payment of liens, encumbrances, and mortgages on the CommonAreas , impose and collect fines to ensure compliance with, and to enforce, the GoverningDocuments, and provide for the health, safety, welfare and aesthetics of the Members of theAssociation and members of their families residing with them, their guests and tenants, and forall other purposes provided for herein, all as is set forth in this Article and in this Declaration.The right to levy and collect any Assessment identified herein may be fully or partially assignedby the Association to a third person or third persons.

Section 6.2 CREATION OF THE LIEN AND PERSONAL OBLIGATION OFTHE ASSESSMENTS. Except as provided elsewhere herein, the Developer, for all Lots withinthe Properties, hereby covenants and agrees, and each Owner, of any Lot by acceptance of a deedtherefor, whether or not it shall be so expressed in such deed, or other conveyance, shall bedeemed to covenant and agree to pay to the Association the following listed Assessments orcharges for the purposes stated herein, including such reasonable reserves as the Association maydeem necessary, and all other charges and Assessments hereinafter referred to, all suchAssessments and charges to be fixed, established and collected from time to time as hereinprovided. All Assessments and charges, together with such interest, late fees, attorney's fees andcosts of collection thereof as hereinafter provided, shall be a charge on the land and shall be acontinuing lien upon the Lot against which each such Assessment is made. Each suchAssessment, together with such interest, late fees, attorney's fees and costs of collection thereofas hereinafter provided, shall also be the personal obligation of the person who is the Owner ofsuch Lot at the time when the Assessment fell due and shall also be a personal obligation of anysubsequent Owner.

6.2.1 Annual General Assessments. Annual General Assessments establishedand levied by the Association or its assigns, in accordance with Sections 6.3 and 6.4 below.

6.2.2 Initial Working Capital Assessments. Initial Working CapitalAssessments established and levied by the Association or its assigns, in accordance with Sections6.5 below.

6.2.3 Continuing Working Capital Assessments. Continuing WorkingCapital Assessments established and levied by the Association or its assigns, in accordance withSections 6.6 below.

13


6.2.4 Special Assessments. Special Assessments established and levied by theAssociation or its assigns, in accordance with Section 6.7 below.

6.2.5 Individual Assessments. Individual Assessments established and leviedby the Association, or its assigns, in accordance with Section 6.8 below.

Section 6.3 ANNUAL GENERAL ASSESSMENTS/PURPOSES OF THE SAME.Each Owner of any Lot for each said Lot shall pay to the Association, or its assigns, an AnnualGeneral Assessment based on all general expenses and reserves funding of the Association. Allsuch Assessments imposed by the Association shall be imposed against all Lots subject to itsjurisdiction equally.

The Annual General Assessment shall be for the use and value of the Common Areas andAssociation Property, care and maintenance of the Common Areas, as well as easements, right-of-ways and other areas servicing the Common Areas, or maintained for the benefit of theOwners, including any drainage retention areas and irrigation systems located within, orservicing, the Common Areas, including payment of the ad valorem taxes and insuranceassociated with the Common Areas and to provide for the health, safety, welfare and aesthetics ofthe Members of the Association and members of their families residing with them, their guestsand tenants, and for all other purposes provided for herein and in the Declaration. A portion, insuch amount as determined by the Association, of the Annual General Assessment shall be setaside as a reserve fund for the repair and replacement of capital assets. The care andmaintenance shall include the construction, maintenance, operation, repair, and replacement ofall improvements to, or associated with the Common Areas, any entrance areas or landscapinglocated therein, the Surface Water Management System including, but not limited to work withinretention areas, drainage structures and drainage easements. and drainage retention areas,including major repairs and replacement of the drainage area facilities. The Annual GeneralAssessment shall be used, with regard to the above areas and improvements, to pay for generaloperation, maintenance, and management, legal and accounting fees, cleaning costs, managementfees, primary costs, insurance costs, ad valorem and other taxes, all mortgage payments, liens, orother encumbrances upon the Common Areas, emergency services, repairs and replacements,charges for utilities used upon the Common Areas or in repairing, replacing and maintaining thesame, cleaning services, expenses and liabilities incurred by the Association in the enforcementof its rights and duties against Owners, the creation of reasonable reserves, and all other expensesdeemed by the Association to be necessary and proper for the management, maintenance, repair,operation and replacement of the Common Areas and improvements thereto, to reimburse theAssociation for the costs and expenses of the Common Area, including improvements thereto. Inaddition, at the discretion of the Board of Directors. the Annual General Assessment may alsoinclude any charges by the Association for the provisions of services including, but not limitedto, basic cable TV service, privacy services, garbage and trash collection, and lawn maintenance.In addition, without limiting the foregoing, the Annual General Assessment shall be used to payall costs and expenses associated with the Association, including, but not limited to, corporatefees and expenses.

14


Section 6.4 ANNUAL GENERAL ASSESSMENTS/SETTINGSAME/PAYMENT SCHEDULE. The Board of Directors of the Association shall fix theamount of the Annual Assessments for each assessment period, to the extent practicable, at leastthirty (30) days in advance of such date or period, and shall, at that time, prepare a roster of theLots and Assessments applicable thereto which shall be kept in the office of the Association andshall be open to inspection by any Owner upon written request pursuant to applicable Floridalaw. Written notice of the Assessment shall thereupon be sent to every Owner subject theretothirty (30) days prior to payment of the first installment thereof. In the event no such notice of achange in the Assessments for a new Assessment period is given, the amount payable shallcontinue to be the same as the amount payable for the previous period, until changed in themanner provided for herein. All Annual Assessments shall be paid in equal annual, quarterly ormonthly installments at the Board's sole discretion.

Section 6.5 Initial Working Capital Assessments. Upon acquisition of record title toa Lot by the first Owner thereof other than the Developer or its designated Builders, anassessment shall be made by or on behalf of the purchaser to the working capital of theAssociation in the amount of three-hundred dollars ($300.00). This amount shall be in additionto, not in lieu of, the annual assessment and shall not be considered an advance payment of suchassessment. This amount shall be deposited into the purchase and sales escrow and disbursedtherefrom to the Association for use in covering operating expenses and other expenses incurredby the Association pursuant to this Declaration.

Section 6.6 Continuing Working Capital Assessments. Upon each acquisition ofrecord title to a Lot by any Owner after the acquisition described in Section 6.5 above, anassessment in the amount of three-hundred dollars ($300.00) shall be made by or on behalf ofeach purchaser to the working capital of the Association. This contribution shall be in additionto, not in lieu of, any annual assessments and shall not be considered an advance payment of anyassessment. The contributions shall be deposited into the purchase and sales escrow anddisbursed therefrom to the Association for use in covering operating expenses and other expensesincurred by the Association pursuant to this Declaration

Section 6.7 SPECIAL ASSESSMENTS. The Association, by and through the Boardof Directors, or its assigns shall have the power and authority to levy and collect SpecialAssessments from each Owner for any reason, including but not limited to the payment of thecost of construction of capital improvements to the Common Areas or the costs of construction,reconstruction, and unexpected repair or replacement of any existing capital improvement,including the necessary fixtures and personal property related thereto. A Special Assessmentshall be levied against each Owner on an equal basis and shall be collected as provided in thisArticle 6, including the placing of a lien on the Owner's Lot and foreclosing on the same.

Section 6.8 INDIVIDUAL ASSESSMENTS. The Association, by and through theBoard of Directors, or its assigns, shall have the power and authority to levy and collect anIndividual Assessment against a particular Lot for the cost of maintenance, repairs, orreplacement for which the Owner of that Lot is otherwise responsible under the terms of theGoverning Documents, which the Owner thereof has failed or refused to perform, which failure

15


or refusal has, in the opinion of the Association, endangered or diminished the use or value ofother portions of the Properties, or for such other reasons as authorized by the Declaration. TheAssociation shall have the right of entry onto each Lot to perform the necessary maintenance,repairs, and replacements, including the right to abate or eliminate any nuisance. The IndividualAssessment may include an administrative fee charged by the Association. All IndividualAssessments shall be collected as provided in this Article 6, including the placing of a lien on theOwner's Lot and foreclosing on the same.

Section 6.9 DEVELOPER ASSESSMENTS. Notwithstanding anything contained inthis Article 6 to the contrary, during the period when Developer appoints a majority of the Board,Developer shall have the option to (a) subsidize the excess of general Association expenses overthe Annual General Assessments, but shall not be liable for any Annual General Assessments forany Lots owned by Developer; or (b) pay Annual General Assessments for any Lots owned byDeveloper the same as all other Owners. After the Developer no longer appoints a majority of theBoard, the Developer shall pay Annual General Assessments for any Lots owned by Developerthe same as all other Owners.

Section 6.10 NONPAYMENT OF ASSESSMENT/PRIORITY OF LIENS. Allnotices of Assessments from the Association to Owners shall designate when the Assessment isdue and payable. If the Assessment is not paid on or before thirty (30) days after the date whendue, it shall then become delinquent and shall bear interest at the maximum rate allowed by thelaws of the State of Florida from the date when due until paid. In addition, a late fee of Twenty-five Dollars ($25.00) per month shall be charged if an Assessment is not paid within thirty (30)days from the date when due and shall be added each consecutive month while the debt remainsoutstanding. The Assessment, including interest, late charges and the cost of collection thereof(including reasonable attorney fees, and attorney fees incurred with respect to any lower court,appellate or bankruptcy proceeding related thereto) shall be a continuing lien against the Lotagainst which the Assessment is made or owned by the Owner against which the Assessment islevied, and shall also be the continuing personal obligation of the Owner thereof whetherlitigation is commenced or not. The Association may also record a claim of lien in the publicrecord of Volusia County, Florida, setting forth the amount of the unpaid Assessments and theinterest due thereon, the late charges imposed thereon and any other costs and attorney feesrelating thereto. The Association may at any time thereafter bring an action to foreclose the lienagainst the Lot in the manner in which mortgages on real property are foreclosed or theAssociation may bring a suit on the personal obligation of the Owner, or both. Whether or not asuit is filed, the Association shall be entitled to recover, in addition to the Assessment which isunpaid and interest accrued thereon, all reasonable costs incurred by the Association in collectingthe Assessment, including attorney fees or other collection costs incurred by the Association,together with the costs of any legal action. Regardless of the date of the recordation of any claimof lien, the effective date thereof shall relate back and it shall take priority as of the date of therecordation of the Original Declaration. If any Assessment is not paid within thirty (30) daysfollowing the due date the Association may declare the entire Assessment for the remainder ofthe Assessment year immediately due and payable.

16

Instrument# 2008-008297 1117Book: 6180Page: 71

Section 6.10.1 Subordination of the Lien to Mortgages. The lien of theAssociation for Assessments or other monies shall be subordinate and inferior to the lien of anyfirst mortgage in favor of an institutional lender recorded prior to the recording of a Claim ofLien by the Association. The lien of the Association for Assessments or other monies shall not besubordinate and inferior to the lien of any other mortgage or lien. The sale or transfer of anyproperty which is subject to such a first mortgage of an institutional lender, by the foreclosure ofsuch mortgage or by deed in lieu thereof, shall extinguish the lien of the Association as to anyAssessment, interest, expenses or other monies owed to the Association which became due priorto such sale or transfer, unless a Claim of Lien for same was recorded prior to the recording ofthe mortgage, and neither the holder of any first mortgage in favor of an institutional lender, norany purchaser at a foreclosure sale arising from such first mortgage, nor their grantees orsuccessors, shall be responsible for said payments, but they shall be liable for any Assessmentsdue after such sale or transfer. If the Association's lien or its rights to any lien for any suchAssessments, interest, expenses or other monies owed to the Association by any Owner isextinguished as aforesaid, such sums shall thereafter be a common expense, collectible from allOwners including such acquirer, and its successors and assigns.

Section 6.11 CERTIFICATE OF ASSESSMENT. Upon written demand, theAssociation shall furnish a certificate in writing signed by an officer of the Association to anyOwner liable for an Assessment levied by the Association. The certificate shall state whether saidAssessment has been paid and shall be conclusive evidence of payment of any Assessmenttherein stated to have been paid. The Association may charge a reasonable fee for each suchcertificate.

Section 6.12 EXEMPT PROPERTY. The following property subject to thisDeclaration shall be exempted from any Assessment, charge and/or lien created herein:

6.12.1 Governmental Property. Any parcel of property owned by agovernmental agency or local public authority and devoted to public use.

6.12.2 Common Areas. All Common Areas, as are defined in Article 1.

6.12.3 Association Property. All real or personal property owned by or inwhich the Association has an ownership interest.

Section 6.13 SUCCESSORS IN INTEREST. Any successor in interest or in title to aLot shall be deemed to have constructive notice of the existence of any delinquency in thepayment of any Assessment, interest, or late charge, of any nature whatsoever and shall be heldliable and responsible for the payment of any delinquent Assessment, interest, or late charge, onthe Lot including all attorney fees and costs relating thereto as defined above.

Section 6.14 SUSPENSION OF RIGHTS. In addition to the foregoing, theAssociation may, at any time an Assessment is not paid, suspend the voting rights of an Ownerand/or suspend all rights of the Owner of the Lot against which the Assessment is assessed andhis family members, lessees, invitees and bona fide guests to use the Common Areas and

17

Instruiaent# 2008-008297 # 18Book: 6180Page: 72

Association Property, so long as such suspensions are imposed in conformance with and in themanner provided by Florida law, as amended from time to time or as provided elsewhere herein.

ARTICLE 7.MAINTENANCE

Section 7.1 MAINTENANCE BY THE OWNER. Except as specifically providedotherwise herein Owner is responsible for the maintenance of their Lot and all improvementslocated thereon. This includes, but is not limited to, the following: (1) lawn care, landscapingand the repair of sinkholes and other naturally occurring damage on the Owner's Lot; (2) lawncare and landscaping within the public utility easements and public drainage easements locatedon the Owner's Lot and within that portion of any adjacent street right-of-way lying between theLot and the pavement located on the right-of-way; (3) and the maintenance, operation, and repairof any Drainage Swale constructed by the Developer upon the Lot for the purpose of managingand containing the flow of excess surface water, if any, found upon such Lot from time to time.Maintenance, operation and repair of Drainage Swales shall mean the exercise of practices, suchas mowing and erosion repair, which allow the swales to provide drainage, water storage,conveyance or other stormwater management capabilities as permitted by the St. Johns RiverWater Management District. Filling, excavating or otherwise obstructing the surface water flowin the swales is prohibited. No alteration of the Drainage Swale shall be authorized and anydamage to any Drainage Swale, whether caused by natural or human-induced phenomena, shallbe repaired and the Drainage Swale returned to its former condition as soon as possible by theOwner of the Lot upon which the Drainage Swale is located. The Owner is also responsible formaintaining, in good order, condition and repair, the interior and exterior of the Owner'sResidence and of all mechanical equipment, plumbing and electrical facilities located on the Lotservicing the Residence thereon, including all Developer installed lamp posts or mail posts, andany pool, hot tub, spa or similar facility located on a Lot, and all equipment and appurtenances.

At a minimum, all shrubbery, sod, trees, and other landscaping installed on a Lot must bemaintained in a neat, clean, orderly and healthy condition. Lawns shall be comprised of primarilygrass sod as specified herein and must be kept cut and edged next to all concrete or asphaltsurfaces, must be regularly mowed and maintained. Decorative rock yards, paved yards, or yardsin which the principal ground cover is other than grass sod are prohibited, except that xeriscapingon a Lot shall be allowed upon prior written approval of the Architectural Control Board. Allshrubbery shall be regularly trimmed and maintained to assure the health and attractive conditionof the shrubbery. All non-lawn areas shall be kept free from excessive weeds or unsightlyundergrowth or brush. The Board may adopt additional maintenance requirements in its Rulesand Regulations

Notwithstanding the above obligations, no Owner shall in any way modify or improveany areas for which the Association has the responsibility for maintenance without the priorwritten consent of the Association.

Section 7.2 CLEANING AND REPAINTING. The exterior walls and trim of allResidences must be properly maintained and in good repair and appearance; and pressure

18

Instrument# 2008408297 it 19Book: 6180Page: 73

cleaning shall be done as needed to maintain a clean condition, at the sole cost and expense ofthe Owner. The shingle roofs of the Residences must be clean and maintained in good repair andappearance, at the sole cost and expense of the Owner. All exterior walls and trim items on aResidence must be repainted as needed to maintain good repair and appearance. All repaintingmust be of colors, hues, and finishes approved by the Association. All painting shall be at thesole cost and expense of the Owner. The Association shall provide each Owner, upon request,with a list of approved exterior colors, including trim colors, that are acceptable for use inrepainting Residences. This list may be modified from time to time by the Association, by andthrough the Board of Directors, based upon the availability of specific colors or other factors.

Section 7.3 SELF HELP MEASURES/LIEN RIGHTS. Each Owner grants theAssociation an easement to enter onto his or her Lot to maintain and repair if the Owner fails toperform the required maintenance within ten (10) days of written demand that the maintenancebe performed. Each Owner agrees to hold the Association, its employees and agents harmless forany maintenance actions taken. Each Owner agrees to reimburse the Association for its costsassociated with such maintenance. If such Owner does not reimburse the Association withinthirty (30) days of notice that reimbursement is due and owing, the Association may levy anIndividual Assessment against such Owner, which Individual Assessment shall constitute a lienupon the Owner's Lot pursuant to Article 6 and shall be collectible as set forth in thisDeclaration.

Section 7.4 MAINTENANCE BY THE ASSOCIATION. The Association, unlessresponsibility is assigned to a third party, shall be responsible for the exclusive maintenance andrepair of the following:

7.4.1 Lawn and Shrub Areas. The Association shall maintain and care forthose lawn and shrub areas within the Properties which are a part of the Common Areas. TheAssociation, in its sole discretion, shall determine the need for replacement and/or improvementof landscaping, including lawns and shrubs in those areas for which it has responsibility formaintenance and care.

7.4.2 Tracts C, F and I. The Association shall repair and maintain thelandscaping and improvements located on all portions open space, recreational area, buffer andlandscaping tracts, identified on the Plat as Tracts C, F, I and L.

Section 7.5 SURFACE WATER MANAGEMENT SYSTEM. Except as providedin Subsection 7.5.8 below, the Association shall be responsible for the maintenance, operationand repair of all components of the Surface Water Management System (hereinafter "SWMS")including (but not limited to): all portions of the stormwater detention tracts, identified on thePlat as Tracts D, E, J and N all portions of the Preservation and Conservation Tracts, identifiedon the Plat as Tracts A, B and M; all portions of the utility and drainage tract, identified on thePlat as Tract L; and all swales, inlets, culverts, retention ponds, outfalls, storm drains and the likeand all connecting pipes and easements used in connection with the retention, drainage andcontrol of surface water.

19


Section 7.5.1 Maintenance of the SWMS. Maintenance of the SWMS shallmean the exercise of practices which allow the system to provide drainage, water storage,conveyance or other surface water or stormwater management capabilities as permitted by the St.Johns River Water Management District (hereinafter the "District"). Any repair or reconstructionof the SWMS shall be as permitted, or if modified as approved by the District.

Section 7.5.2 Assessments. The Association shall levy and collect adequateassessments against members of the Association for the costs of maintenance and operation ofthe SWMS. Assessments shall also be used for the maintenance and repair of the SWMSincluding, but not limited to work within retention areas, drainage structures and drainageeasements.

Section 7.5.3 Easements. The Association shall have a perpetual non-exclusiveeasement over all areas of the SWMS for access to operate, maintain or repair the system. By thiseasement, the Association shall have the right to enter upon any portion of any Lot upon whichlies any component of the SWMS, at a reasonable time and in a reasonable manner, to operate,maintain or repair the SWMS as required by the District permit. Additionally, the Associationshall have a perpetual non-exclusive easement for drainage over the entire SWMS. No personshall alter the drainage flow of the SWMS, including buffer areas or swales, without the priorwritten approval of the District

Section 7.5.4 Obstructions/Grading. Each Owner agrees in the acceptance oftitle to a Lot that no obstruction, wall, fencing, or planting (other than puss sod) shall be placedin the area designated on the plat as "Drainage Easement" that would obstruct, hinder or preventthe maintenance of the area within said easement. Each Owner further agrees that the grading ofany Drainage Easement shall not be altered or modified.

Section 7.5.5 Discharges. No treated, polluted or chlorinated water shall bedischarged by any Lot Owner directly into any component of the SWMS.

Section 7.5.6 Declaration Amendments. Any amendment to the Declarationwhich alters any provision relating to the SWMS, beyond maintenance in its original condition,including the water management portions of the Common Areas, must have the prior approval ofthe District and Volusia County.

Section 7.5.7 Enforcement by District. The St. Johns River WaterManagement District shall have the right to enforce, by a proceeding at law or in equity, theprovisions contained in this Declaration which relate to the maintenance, operation and repair ofthe SWMS.

Section 7.5.8. Drainage Swales. The Developer has constructed a DrainageSwale upon each Lot for the purpose of managing and containing the flow of excess surfacewater, if any, found upon such lot from time to time. Each Owner, including Builders, shall beresponsible for the maintenance, operation, and repair of the swales on the Lot. Maintenance,operation and repair shall mean the exercise of practices, such as mowing and erosion repair,

20

Instrumentit 2008-008297 it 21Book: 6180Page: 75

which allow the swales to provide drainage, water storage, conveyance or other stormwatermanagement capabilities as permitted by the District. Filling, excavating or otherwise obstructingthe surface water flow in the swales is prohibited. No alteration of the Drainage Swale shall beauthorized and any damage to any Drainage Swale, whether caused by natural or human-inducedphenomena, shall be repaired and the Drainage Swale returned to its former condition as soon aspossible by the Owner of the Lot upon which the Drainage swale is located

Section 7.6 DAMAGE BY LOT OWNER. Notwithstanding the above, in the eventany such lawns, shrubs, tracts or any components of the SWMS are damaged as a result of thenegligence of an Owner, or his family, guest, licensee, or tenant, the Association may repair orreplace such damage and demand reimbursement from such Owner by delivery of written noticethereof. If such Owner does not reimburse the Association within thirty (30) days of notice thatreimbursement is due and owing, the Association may levy an Individual Assessment againstsuch Owner, which Individual Assessment shall constitute a lien upon the Owner's Lot pursuantto Article 6 and shall be collectible as set forth in this Declaration.

Section 7.7 ASSOCIATION MAY CONTRACT FOR SERVICES. TheAssociation may contract for the management of all or part of the Properties for which it hasresponsibility, or for the purpose of carrying out all or a portion of the maintenance services forwhich it is responsible as provided for in this Declaration. The Association may contract withpublic or private utility companies for purposes of supplying utility services to the Properties andthe costs and expenses charged by such utility companies shall be separately billed to the Ownerof a Lot by such utility companies and shall not be an Assessment.

ARTICLE 8.RESTRICTIVE COVENANTS

Section 8.1 GENERALLY. In addition to the other restrictions, reservations andconditions set forth elsewhere in the Declaration, the Properties shall be subject to the followingrestrictions, reservations and conditions, which shall be binding upon each Owner.

Section 8.2 PERMITTED STRUCTURES. No structures or additions shall beerected, altered, placed or permitted to remain on any Lot within the Properties other than one (1)residence, an attached garage, and structures or additions such as swimming pools, attachedscreen enclosures and patios as approved by the Association. All such structures (except for thepool) shall be attached to the Residence, it being specifically intended hereby to prohibit allfreestanding structures and additions.

Section 8.3 OWNERSHIP CONVEYANCE. No owner of a Lot shall convey anyownership interest in his or her Lot less than that which they own.

Section 8.4 SUBDIVIDING LOTS. No Lot shall be further subdivided without priorAssociation approval. No Lot in Tuscany Woods shall contain more than one Residence.

21


Section 8.5 INCREASING SIZE OF LOT. No parcel shall be increased in size byfilling in any drainage area or lake which it may abut.

Section 8.6 SETBACK REQUIREMENTS. All structures, buildings, additions, orimprovements other than landscaping will be setback the greater of, 5' on each side, 20' in thefront and 15' on the rear or the setback requirements specified by Volusia County ordinances andregulations, including any variances thereto for which the Developer has applied or for which theAssociation may apply. No Owner may apply for any such variance without prior Associationapproval.

Section 8.7 ARCHITECTURAL REVIEW

8.7.1. Intent. It is the intent of this Section to provide a mechanism by whichthe Association may take reasonable steps to maintain the aesthetic integrity and consistency ofthe Properties in the condition and appearance in which same is initially developed andconstructed but, at the same time, facilitating the orderly development of the Properties in amanner consistent with the plans, policies and intent of the Developer.

8.7.2. Architectural Review Board. The Board shall appoint the ArchitecturalReview Board (hereinafter "ARB"), the purpose of which is to carry out the intent of this Article.The ARB shall consist of not less than three (3) and no more than seven (7) members, each ofwhom shall serve at the pleasure of the Board. In the event that the Board shall fail to appoint anARB or shall affirmatively elect not to do so and instead elect to perform such role, then theBoard itself shall perform the functions of the ARB hereunder. The ARB shall have the power topromulgate Design Guidelines that the ARB deems necessary to carry out the provisions andintent of this Section; provided, however, that no Design Guideline shall be effective unless anduntil same is approved by the Board.

A majority of the ARB may take any action the ARB is empowered to take, maydesignate a representative to act for the ARB and may employ personnel and consultants to actfor it. In the event of death, disability or resignation of any member of the ARB, the Board shallhave full authority to designate a successor. The members of the ARB shall not be entitled to anycompensation for services performed pursuant to this Declaration, unless engaged by theAssociation in a professional capacity. The ARB shall act to approve or disapprove completedapplications submitted to it within sixty (60) days after receipt of the completed applicationincluding all further documentation required by the ARB. No request for approval shall be validor require any action unless and until all Assessments on the applicable Lot, including but notlimited to, any interest and late charges thereon, have been paid in full.

8.7.3. Required Approval. No building or other structure or improvement ofany nature (including, but not limited to, pools, screen enclosures, patios or patio extensions,fences, walls, hedges, other landscaping, exterior paint or finish, awnings, shutters, hurricaneprotection, basketball hoops, swing sets or play apparatus, decorative plaques or accessories,birdhouses, other pet houses, swales, asphalting, sidewalk/driveway surfaces or treatments orother improvements or changes of any kind, (even if not permanently affixed to the land or to

22

Inst rument# 2008-008297 if 23Book: 6180Page: 77

other improvements) shall be erected, placed or altered on any Lot until the construction plans

and specifications, and a plan showing the location of the structure and landscaping or of the

materials as may be required by the ARB have been approved, if at all, in writing by the ARB

and all necessary governmental permits are obtained. Conversions of garages to living space or

other uses are hereby made subject to this Section as well. Each building, wall, fence or other

structure or improvement of any nature, together with landscaping, shall be erected, placed or

altered upon the premises only in accordance with the plans and specifications and plot plan so

approved and applicable governmental permits and requirements. Refusal of approval of plans,

specifications and location plans, or any of them, may be based on any grounds, including purely

aesthetic ones, which in the sole and uncontrolled discretion of the ARB are deemed sufficient.

Any change in the exterior appearance of any Residence, building, wall, fence or other structure

or improvements, and any material change in the appearance of landscaping, shall be deemed an

alteration requiring approval.

In light of the fact that the manner in which a Residence is located on the Lot may differ,

in approving or disapproving requests submitted to it hereunder, the ARB may vary its standards

between the Residences to reflect such differing locations. Accordingly, the fact that the ARB

may approve or disapprove a request pertaining to a particular Residence or Lot shall not serve as

precedent for a similar request from another Owner.

In the event that any new improvement or landscaping is added to a Lot, or any existing

improvement on a Lot is altered, in violation of this section, the Association shall have the right

(and an easement and license) to enter upon the applicable Lot and remove or otherwise remedy

the applicable violation after giving the Owner of the Lot at least ten (10) days prior written

notice of, and opportunity to cure, the violation in question. The costs of such remedial work plus

a surcharge of $25.00 or thirty-five percent (15%) of the aforesaid costs, whichever is greater,

shall be an Individual Assessment against the Lot, which Individual Assessment shall be payable

upon demand and secured by the lien for Assessments provided for in the Declaration.

The approval of any proposed improvements or alterations by the ARB shall notconstitute a warranty or approval as to, and neither the Association nor any member or

representative of the ARB or the Board shall be liable for, the safety, soundness, workmanship,

materials or usefulness for any purpose of any such improvement or alteration nor as to its

compliance with governmental or industry codes or standards. By submitting a request for the

approval of any improvement or alteration, the requesting Owner shall be deemed to have

automatically agreed to hold harmless and indemnify the aforesaid members and representatives,

and the Association generally, from and for any loss, claim or damages connected with the

aforesaid aspects of the improvements or alterations.

The ARB may, but shall not be required to, require that any request for its approval beaccompanied by the written comments of the Owners of the Lots abutting the Lot proposed to be

altered or further improved as described in the request.

8.7.4. New Construction. Notwithstanding anything in this Section or theDeclaration to the contrary, the initial construction of Residences or other improvements within

23


the Properties by the Developer or its designated Builders shall not be subject to review andapproval by the ARB or otherwise fall under the jurisdiction of this Article.

Section 8.8 PARKING.

8.8.1 Recreational and Commercial Vehicle Parking and Storage.

(a) Off Street Parking: No recreational vehicles (which for purposesof this section shall be travel trailers, camping trailers, truck campers, motor homes, privatemotor coaches, van conversions, park trailers, fifth-wheel trailers, boats and other types of watercraft and/or their trailers, and other vehicles in excess of 25 feet in length) nor commercialvehicles, as defined from time to time by Rule and Regulation, shall be kept or parked or storedon any part of any Lot unless the vehicle is parked or stored in a closed garage.

Notwithstanding this prohibition, recreational vehicles may beparked in the driveway on a Lot for a period not to exceed twenty-four (24) hours so long as thevehicle is actively being stocked immediately prior to a trip, actively being unloaded at theconclusion of a trip or while being washed or being actively maintained.

Also, notwithstanding this prohibition, this section shall notprohibit short term parking of commercial vehicles belonging to service or delivery companieswhile preforming services on or delivering items to a Lot.

(b) On Street Parking: On street parking of recreational vehicles isnot permitted. Short term parking of commercial vehicles belonging to service or deliverycompanies while preforming services on or delivering items to a Lot is permitted

8.8.2 Parking and Storage Of All Other Vehicles

(a) Off Street Parking: Parking and storage of all motor vehicles,other than those recreational vehicles and commercial vehicles described in Subsection 8.8.1,shall be limited to the garage and driveway of each Lot and other areas specifically designated bythe Association.

(b) On Street Parking: No On-street parking shall be permittedexcept for short-term guest parking as defined by Rule and Regulation promulgated by the Boardof Directors.

8.8.3 Current License Plates Required. No motor vehicle, without currentlicense plates, shall be stored and/or parked on any Lot or allowed to be maintained in theProperties.

8.8.4 Rules and Regulations. The Association is specifically authorized topromulgate additional Rules and Regulations pertaining to other parking matters.

24


Section 8.9 STORAGE OF MATERIALS. No items may be stored on a Lot outsidea Residence including without limitation, scrap metal, junk or salvage materials, items or articleswhether the same be in the form of wrecked or junked vehicles, appliances, furniture, equipment,building materials, boxes of any kind, lawn tools and equipment (except for hose storage deviceslocated at the side or rear of the Residence), supplies, lawn mowers, and other equipment.Outside storage of patio and lawn furniture and barbeque grills is allowed, subject to anyrestrictions set forth from time to time in the Design Guidelines or in Rules and Regulations.The Association may further define which items may not be stored on a Lot in the DesignGuidelines and/or the Rules and Regulations. Each Owner grants the Association an easement toenter onto his Lot to remove stored materials which the Owner has failed to remove within ten(10) days of Association's written demand that the Owner remove the same. Each Owner agreesto hold the Association, its employees and agents, harmless for any removal actions taken. EachOwner agrees to reimburse the Association for costs associated with the above actions. If suchOwner does not reimburse the Association within thirty (30) days of notice that reimbursement isdue and owing, the Association may levy an Individual Assessment against such Owner, whichIndividual Assessment shall constitute a lien upon the Owner's Lot pursuant to Article 6 andshall be collectible as set forth in this Declaration.

Section 8.10 MOTOR VEHICLE REPAIRS. No Owner, nor a member of his or herfamily, his or her employees, agents, servants, lessees, or tenants shall engage in the construction,reconstruction, repair or maintenance of any motor vehicle, on his or her Lot, or elsewhere on theProperties, whether said motor vehicle is owned by the Owner or not, except inside the Owner'sgarage. However, the provisions of this paragraph shall not be construed to mean that an Ownermay not wash and/or polish or change a tire on a motor vehicle which the Owner owns, in thedriveway on his or her Lot.

Section 8.11 SIGNS. To preserve the aesthetic quality of the Properties, Owners shallnot erect or display any signs, banners, billboards or advertisements of any kind anywhere withinthe Properties, including without limitation those of politicians, contractors or subcontractorsincluding in windows and on motor vehicles with the following exceptions: one (1)professionally-made signs of customary dimensions (not to exceed 3' by 4') advertising theTownhouse for sale or lease; a sign of reasonable size provided by the contractor for securityservices within ten (10) feet of any entrance to the Residence; any sign, banner, billboard oradvertisements used or erected by the Developer (until the closing of the sale of the last newResidence in the Properties); any directional or entry signs installed by the Developer; signspermitted with the prior written consent of the Association or as authorized in the DesignGuidelines and/or Rules and Regulations.and any signs required by law. These restrictions shallnot apply to restrict the Association from erecting such signs as it deems, in its sole discretion, tobe necessary.

Section 8.12 PETS. No poultry, birds (except birds typically maintained in a house),livestock, or other animals shall be kept, maintained or raised on any Lot within the Propertiesexcept, however, an Owner may keep and maintain no more than two household pets. TheAssociation, by and through the Board of Directors, shall have the sole right to designate whattypes of animals are classified as "household pets". All dogs and cats must be confined to the

25

Instrument# 2008-008297 # 26Book: 6180Page: BO

property of the Owner at all times and may not run at large. Pets shall be on a leash at all timeswhen outside the Residence; however, pets may be off leash in a fenced and secure yard. Cats arenot allowed to roam free outdoors, even in a fenced yard. Pet owners must clear and remove anyfecal deposits made by their pets from any and all areas of the Properties. The Association isspecifically authorized to promulgate additional Rules and Regulations pertaining to this Section,and the Association is specifically granted the right to enforce this provision by the impoundingof pets. The Association may charge Owner for any costs incurred to enforce the provisions ofthis Section, which shall be due and payable by Owner within thirty (30) days of receipt ofwritten notice demanding reimbursement delivered by the Association to Owner. If such Ownerdoes not pay the Association within thirty (30) days of such notice, the Association may levy anIndividual Assessment against such Owner, which Individual Assessment shall constitute a lienupon the Owner's Lot pursuant to Article 6 and shall be collectible as set forth in thisDeclaration.

Section 8.13 BUSINESS ACTIVITY. No business, commercial enterprise, orbusiness activity shall be carried on or conducted on or from any Lot, except the Developer andits designated Builders while they are constructing and selling Residences on Lots; Nothingherein, however, shall preclude an Owner from conducting In-Home Business Activities.provided that such Owner receives the prior written approval of the Board. Such approval may bewithheld for any reason, including failure to pay assessments, in the Board's sole discretion. AnyIn-Home Business Activities as used herein shall only mean and include business activitiesconducted solely within a Residence and which do not cause, create or entail any of thefollowing:

(a) increased vehicular traffic or parking on the Property;(b) clients, customers, or patrons visiting or entering the Property;(c) sales activity or solicitation within the Property;(d) any form of advertising or signage on or within the Property;(e) delivery of supplies or other items to any portion of the Property; and

any other manifestation of such business activity which may be construeda nuisance or which would unreasonably disturb the residential ambience of the Property, in thesole, unfettered discretion of the Board.

Section 8.14 FENCES. No fences, whether functional or ornamental, shall be erected,constructed, placed or altered on any Lot without the prior consent of the Association as providedfor in Section 8.7. No fences shall be erected, constructed or placed in the front or side yards ofany Lot. Any determination of what portion of a Lot constitutes the front or side yard shall bemade by the Association, in its sole discretion.

Section 8.15 GARDENS. No vegetable gardens may be gown or cultivated in the frontyard or side yard of any Lot and no garden may be grown or cultivated in the back yard of anyLot that exceeds one hundred and sixty (160) square feet of area. Gardens may not be grown orcultivated in any easement. The determination of what portion of a Lot constitutes a front yard,side yard, or back yard shall be made by the Association, in the Association's sole discretion.

26


Section 8.16 LANDSCAPING. A landscaping plan for each Residence must besubmitted to and approved by the ARB. The minimum market value of such landscaping, notincluding the sprinkler system or sod shall be $500. Sodding will be required on all front, sideand rear yards and shall be either Floritam or Bahia grass with no other types permitted. No treesor shrubs, the trunk of which exceeds six (6) inches in diameter shall be cut down or otherwisedestroyed without the prior express written consent of the ARB. Hedges shall not be placedalong the front property line of any Lot. Planting of new hedges, other than foundation plantings,must be approved in writing by the ARB prior to installation.

Section 8.17 WATER AND SEWAGE SYSTEM. Under no circumstances shall anyOwner be allowed to place, install, or construct a water well or septic system of any kind on hisor her Lot. This shall not, however, preclude the Association from constructing such wells as itdeems necessary.

Section 8.18 CABLE TELEVISION. The Association shall have the exclusive right ifit chooses, but not the duty, to furnish to all Owners within the Properties, cable televisionreception as the Association deems appropriate and to charge the Owners fees for providing thisservice or include the cost of the same as a part of the Annual General Assessment. Sucheasements as are necessary for the connection and maintenance of the television receptionservice, as provided herein, are reserved unto the Association.

Section 8.19 SATELLITE DISHES AND ANTENNAS. Owners desiring to receiveeither Direct Broadcast Satellites (DBS), Direct Satellite System (DSS), Multichannel MultipointDistribution (wireless cable) providers (MMDS) and Television Broadcast Stations (TVBS) mayinstall such system, subject to placement guidelines established by the ARB. ALL OTHERTYPES OF ANTENNA OR SATELLITE DISH INSTALLATIONS ARE PROHIBITED,EXCEPT THOSE RECEPTION DEVICES THAT ARE PROTECTED UNDER FEDERALLAW OR REGULATIONS.

Section 8.20 DECORATIONS. Seasonal decorations, for example, Halloween,Thanksgiving, Fourth of July decorations, are allowed from two (2) weeks prior to and two (2)weeks after the holiday, except that Christmas, Hanukkah, and Kwanza decorations may be inplace from December 1st to January 15th each year.

Section 8.21 BURNING. Burning of any trash, debris, or refuse is not permitted on anyLot.

Section 8.22 STRUCTURES NOT TO BE USED AS RESIDENCES. No structureof a temporary character, trailer, boat, motor home, recreational vehicle, tent, shack, garage, barnor other outbuilding shall be erected or placed on a Lot at any time, nor shall anything other thanthe Residence be used as a residence, either temporarily or permanently.

Section 8.23 NUISANCES. No obnoxious, unpleasant, unsightly or offensive activityshall be carried on, nor may anything be done, which can be reasonably construed to constitute anuisance, public or private in nature, including by way of illustration and not limitation,

27

Inst rument# 2008-008297 It 28Book: 6180Page: 82

advertising on any Lot, excessive deliveries, and vehicles causing congestion or roadwayblockage in the Properties. Any questions with regard to the interpretation of this section shall bedecided by the Association whose decision shall be final.

Section 8.24 GARBAGE. No Lot or any part of the Properties shall be used ormaintained for a dumping ground for rubbish of any kind except as set forth herein. Trash,garbage or other waste shall be bagged, tied and kept in covered sanitary containers. On thosedays, and only on those days, when garbage pickup or yard trash pickup are made at their Lot, the'Owners shall place their garbage (bagged and tied) on their Lot and adjacent to the street forpickup not earlier than 6:00 p.m. on the day prior to pickup.

Section 8.25 EXTERIOR LIGHTING. All exterior lighting on any Lot must bedesigned and erected so as to avoid any annoyance to any other Owner and must be approved bythe ARB.

Section 8.26 BUILDING DESIGN AND SPECIFICATIONS.

Section 8.26.1 Roofs. Residences shall have roofs of fiberglass or asphaltArchitectural shingle (fungus resistant), wood shakes, cement tile, clay tile, or other materialsapproved by the ARB.

Section 8.26.2 Siding. The use of aluminum, tin, iron or T-11 shall bespecifically prohibited for siding on any structure, unless otherwise expressly approved by theARB.

Section 8.26.3 Garages. Each Residence shall have an enclosed, two-car orlarger garage. All garages doors shall have an electrically operated garage door opener. Carportsshall not be permitted.

Section 8.26.4 Driveways. All driveways shall be constructed of concrete, brickor concrete pavers.

Section 8.26.5 Swimming Pools. Above-ground swimming pools are expresslyprohibited. In-ground swimming pools may be constructed on any Lot with the prior writtenapproval of the ARB

Section 8.26.6 Electrical Connections. Electrical connections to any Residenceor structure built on a Lot shall be buried underground. Overhead electrical connections areexpressly prohibited.

Section 8.26.7 Square Footage. No Residence that contains a floor area of lessthan one thousand four hundred (1400) square feet of living area shall be erected on any Lot.

Section 8.27 VACANT RESIDENCES. If any Residence is vacant for any period inexcess of two weeks, the Owner shall make arrangements for the care of the lawn and any

28

Inst rumentif 2008-008297 # 29Book: 6180Page: 83

plantings, including but not limited to, mowing, edging, trimming, weed control, and irrigation,and anything else that would result in a violation of this Declaration, the Design Guidelinesand/or Rules and Regulations. Electrical power and water service must be maintained during thevacancy period to allow for the irrigation of the lawn. If an Owner does not comply with thisSection, the Association is authorized to contract for the necessary services and bill the Ownerfor such services. If such Owner does not pay such charges within thirty (30) days after noticeof reimbursement, the Association may levy an Individual Assessment against such Owner,which Individual Assessment shall constitute a lien upon the Owner's Lot pursuant to Article 6,Section 6.9, and shall be collectible as set forth in this Declaration.

Section 8.28 USE OF PROPERTIES BY DEVELOPER. Except as may be limitedin this Declaration, the Developer and its successors, nominees and assigns and its designatedBuilders shall have the right to make such uses of the Properties as the Developer shall, fromtime to time, determine. Notwithstanding anything to the contrary contained in this Declarationand in recognition of the fact that the Developer will have a continuing and substantial interest inthe development and administration of the Properties, the Developer hereby reserves for itselfand its successors, nominees and assigns and its designated Builders, and the Associationrecognizes, agrees to and acknowledges that the Developer and its successors, nominees andassigns and its designated Builders shall have the right to use all Common Areas and all otherportions of the Properties in conjunction with and as part of its program of sale, leasing,constructing and developing of and within the Properties. The rights shall include, but not belimited to the right to enter and transact business, maintain models and sales offices, place signs,employ sales personnel, show Lots, Residences, and other portions of the Properties, and useportions of the Properties and Lots and other improvements owned by the Developer or theAssociation for purposes set forth above and for storage of construction materials. The Developerand its successors, nominees and assigns and its designated Builders shall have the right to makesuch uses of the Properties as the Developer shall, from time to time, determine.

Section 8.29 TRASH CONTAINERS, WATER SOFTENERS, SWIMMINGPOOL EQUIPMENT, AIR-CONDITIONERS, PROPANE TANKS, ETC. All garbage andtrash containers, oil tanks, bottled gas tanks, air-conditioners and swimming pool equipment andhousing shall be located at the rear or side of the Residence and must be underground or placedin walled-in areas or properly screened from view so that they are not visible from any adjoiningproperty. Appropriate screening materials will be determined by the Association, in its sole andabsolute discretion.

Section 8.30 LEASES. All leases of Lots shall be restricted to residential use as definedin Section 8.13 herein. A copy of the executed lease shall be given to the Association. All leasesshall be in writing and the Association shall have the right to terminate the lease upon the failingby the tenant or his family, or guests failing to observe any of the provisions of the GoverningDocuments. Each lease shall contain the following provision:

The lessee hereunder acknowledges that this lease is subject to the First Amendedand Restated Declaration of Covenants and Restrictions for Tuscany Woods; theArticles of Incorporation and By-Laws of Tuscany Woods Homeowners

29


Association, Inc., the Design Guidelines, and the Rules and Regulations providedthereunder and any amendments thereto, that lessee has read the same, agrees tobe bound thereby, and that failure to comply with same may result in certainremedies being applicable to lessee, including without limitation, termination ofthis lease without further notice, and personal liability of lessee and lessor fordamages, including reasonable attorneys' fees.

In the event the foregoing language is not contained in any such lease, then the forgoing languageis hereby incorporated therein by reference. In the event a lessee or a lessee's family, invitee,guest or licensee of a Lot occupies the same without a written lease, the occupancy thereof shallconstitute an acceptance of this Declaration and an agreement to be bound thereby and subjectthereto.

No lease shall be for a term less than three months.

Section 8.31 ADDITIONAL RULES AND REGULATIONS. The Board ofDirectors of the Association may adopt and amend Rules and Regulations governing the use andappearance of the Properties and the conduct of the Members and Owners thereon, and theAssociation may enforce the Rules and Regulations and all amendments and additions thereto inaccordance with the terms of this Declaration.

ARTICLE 9.INSURANCE AND TAXES

Section 9.1 TAXES. The Association shall pay all real and personal property taxesand assessments for any property owned or maintained by the Association, as a CommonExpense.

Section 9.2 INSURANCE. The Association shall use its best efforts to purchaseinsurance as a Common Expense, as follows:

9.2.1 Hazard Insurance. Hazard insurance protecting against loss or damageby fire and all other hazards that are normally covered by the standard extended coverageendorsement, and all other perils customarily covered for similar types of projects, includingthose covered by the standard all-risk endorsement, covering 100% of the current replacementcost of all Common Areas and property owned by the Association, excluding land, foundations,excavations, and other items normally excluded from insurance coverage. The Association shallnot use hazard insurance proceeds for any purpose other than repair, replacement orreconstruction of any damage or destroyed property without the approval of the Board.

9.2.2 Liability Insurance. Comprehensive general liability insurance protectingthe Association from claims for bodily injury, death or damage providing for coverage of at least$1,000,000 for any single occurrence and $5,000,000 in the aggregate.

30


9.2.3 Fidelity Bonds. Blanket fidelity bonds for anyone who handles or isresponsible for funds held or administered by the Association, covering the maximum funds thatwill be in the custody or control of the Association or any managing agent, which coverage shallbe at least the sum of three (3) months Assessments on all Lots including reserve funds.

9.2.4 Officers and Directors Insurance. Officer and Director liabilityinsurance and liability insurance for Members of the Association, if available, as shall bedetermined by the Board to be required or beneficial for the protection of the members of theBoard, the officers of the Association and the Members of the Association.

9.2.5 Other Insurance. Such other forms of insurances and coverage and insuch amounts as the Board shall determine to be required or beneficial for the protection orpreservation of the Common Areas and any improvements now or hereafter located thereon or inthe best interests of the Association.

9.2.6 Cancellation Notice. All insurance purchased by the Association mustinclude a provision requiring at least thirty (30) days written notice to the Association before theinsurance can be cancelled or the coverage reduced for any reason.

9.2.7 Deductible. The Board may determine the amount of any deductible underany insurance policies benefiting the Association. Any deductible or exclusion under the policiesshall be a general expense.

ARTICLE 10.ASSIGNMENT

All rights, powers, privileges and obligations reserved to the Developer hereunder may beassigned by it in whole or in part at any time and from time to time. A recorded assignmentthereof shall entitle all third parties to deal with the assignee as the true and lawful holder, ownerand obligee thereof. The Developer may assign specific functions described herein to theAssociation and such committees established for any purpose it deems necessary.

ARTICLE 11.AMENDMENT

Section 11.1. AMENDMENT OF DECLARATION. Except as provided in Section11.2 below, this Declaration may be amended, changed or added to at any time and from time totime as follows:

11.1.1 NOTICE OF AMENDMENTS. Notice of the subject matter of aproposed amendment shall be included in the notice of any meeting at which a proposedamendment is to be considered.

11.1.2 ADOPTION. Approval of an amendment must be by not less thanby a majority of the total votes of all Lots.

31


11.1.3 RECORDING. Recording of an amendment properly made inaccordance with the terms of this Article 11 in the Public Records of Volusia County, Florida,shall be deemed notice to all Owners of the terms thereof, and all Owners shall be bound by itsterms.

Section 11.2 AMENDMENT OF DECLARATION BY DEVELOPERNotwithstanding Section 11.1 above, until Turnover the Developer shall have the right andirrevocable power to amend this Declaration. Any such amendment shall be executed byDeveloper, and the joinder or further consent of the Association or Owners or holders ofrecorded liens or other interests therein, including institutional first mortgagees, shall not berequired.

Section 11.5 AMENDMENTS TO DECLARATION RELATING TODEVELOPER RIGHTS. Notwithstanding anything in this Article 11 or any other provision ofthe Declaration to the contrary, no amendment to any provision of the Declaration affecting therights of the Developer as specifically set forth in the Declaration (including, but not limited tothe provisions set forth in Articles 3, 4 and 16 hereof, and the provisions of this Section 11.5),nor any amendment purporting to add any new restriction or obligation on the Developer, shallbe effective without the written consent of Developer, which consent shall not be unreasonablywithheld.

For purposes of this provision, Developer shall initially mean Mercedes Homes,Inc. ("Mercedes") whose address is 6905 N. Wickham Road, Suite 501, Melbourne, Florida32940. However, the term "Developer" may mean Mercedes' successors and/or assigns, but onlyif Mercedes shall record an instrument designating a new Developer, which instrument mustcontain the address of the new Developer.

In addition, for purposes of this Subsection, if a request to approve a proposedamendment is sent by certified mail to Mercedes or its successors or assigns (as appropriate) atthe address as designated above or as changed from time to time by written notice to theAssociation, and if Mercedes or its successors or assigns (as appropriate) fails to disapprove saidamendment in writing within ninety (90) days from date that the request is received, suchamendment shall be deemed approved.

Section 11.6 AMENDMENTS RELATING TO THE SURFACE WATERMANAGEMENT SYSTEM. Any amendment of the Declaration affecting the Surface WaterManagement System or the operation and maintenance of the Surface Water ManagementSystem shall have the prior written approval of the St. Johns River Water Management District.

Section 11.7 AMENDMENT OF ARTICLES AND BY-LAWS. The Articles ofIncorporation and By-Laws shall be amended in the manner provided in such documents.

32


Section 11.8 AMENDMENT TO DESIGN GUIDELINES AND RULES ANDREGULATIONS. The Design Guidelines and the Rules and Regulations may be unilaterallyamended, added to and altered by the Board of Directors.

ARTICLE 12.TERMINATION OF DECLARATION

The covenants, restrictions and provisions of this Declaration shall run with and bind theland and shall inure to the benefit of the Owners, the Developer and their respective legalrepresentatives, heirs, successors and assigns as amended or modified according to the terms ofArticle 11 herein above set forth. The consent of the Owners of Lots to which seventy-fivepercent (75%) of the total allowable votes in the Association are allocated and the approval ofholders of first mortgages on Lots which have at least seventy-five percent of the total votes ofLots subject to first mortgages, shall be required to terminate the covenants and restrictions of theDeclaration. Termination shall be accomplished in the same manner as set forth for amendmentto the Declaration in Article 11, except that the specific percentages herein shall apply.

ARTICLE 13.ENFORCEABILITY

Section 13.1 PARTIES WHO MAY SEEK ENFORCEMENT. If any Owner,Builder, person, firm or corporation, or other entity shall violate or attempt to violate any of theprovisions of the Governing Documents, it shall be lawful for the Developer, the Association orany Owner, (a) to initiate proceedings for the recovery of damages against those so violating orattempting to violate any such provisions or (b) to maintain proceeding in any court of competentjurisdiction against those so violating or attempting to violate any such provisions for the purposeof preventing or enjoining all such violations or attempted violations or seeking any other legalor equitable relief available. Should the Developer the Association or any Owner be required toenforce or defend the provisions of the Governing Documents, reasonable attorneys fees andcosts incurred, whether or not judicial proceedings are involved, including the attorneys' fees andcosts incurred on appeal of such judicial proceedings, shall be collectible from the party againstwhom enforcement is sought. In any proceedings by the Developer or the Association against anOwner, collection of such attorneys' fees may be enforced by any method in this Declarationproviding for the collection of an Assessment including, but not limited to, a foreclosureproceeding against the Owner's Lot. The remedies contained in this provision shall be construedas cumulative of all other remedies now or hereafter provided by law. The failure of theAssociation to enforce any covenant or restriction or any obligation, right, power, privilege,authority or reservation herein contained, however long continued, shall in no event be deemed awaiver of the right to enforce the same thereafter as to the same breach or violation, or as to anyother breach or violation thereof occurring prior to or subsequent thereof.

Section 13.2 RESTRICTION ON USE OF COMMON AREAS/SUSPENSION OFVOTING RIGHTS. As elsewhere provided for herein, and in addition to all other remedies, anOwner, his lessees, tenants and guests may be barred from the use of the Common Areas by the

33

Inst rument# 2008-008297 It 34Book: 6180Page: 88

Association for any failure to comply with the Governing Documents, and may have their votingrights suspended for failure to pay Assessments.

ARTICLE 14.ASSOCIATION AGENT IN CONDEMNATION SETTLEMENT

The Association shall have the exclusive right to contest any condemnation or eminentdomain proceeding which is directed at taking any portion of the Common Areas, or whichtouches upon, concerns or affects the use of the Common Areas, and the Association shallrepresent the Owners of Lots and the Association and is hereby irrevocably appointed agent foreach Owner of a Lot and the Association in any condemnation proceedings or in negotiations,settlements and agreements with the condemning authority for acquisition of the Common Areas,or any part thereof In the event of a taking or acquisition of part or all of the Common Areas by acondemning authority, all awards or proceeds of settlement shall be payable to the Associationand it shall disburse such award or proceeds in its sole discretion.

ARTICLE 15.RECONSTRUCTION AND REPAIR AFTER CASUALTY

Section 15.1 RECONSTRUCTION OR REPAIR OF COMMON AREAS,RECREATION AREAS AND ASSOCIATION PROPERTY. Any reconstruction or repair ofthe Common Areas and any reconstructed improvements must be reconstructed as originallybuilt; or if not, then according to plans and specifications approved by the Association whichshall be of similar kind and quality as the original plans and specifications. During the time ofrepair or reconstruction, all Owners will remain liable for all fees and Assessments.

Section 15.2 REPAIR OR REPLACEMENT OF RESIDENCE. In the event aResidence or other improvement upon a Lot is damaged or destroyed by casualty, hazard or otherloss, then, within a reasonable period of time after such incident, the Owner thereof shall eithercommence to rebuild or repair the damaged Residence or other improvement and diligentlycontinue such rebuilding or repairing activities to completion or, upon a determination by theOwner that the Residence or other improvement will not be repaired or replaced promptly, shallclear the damaged Residence or other improvement from the Lot and grass over and landscapesuch Lot in a sightly manner consistent with the Developer's or Association's plan forbeautification of the Properties. As to any reconstruction of destroyed Residence and otherimprovement, they shall only be replaced with a Residence or improvements of a similar size andtype as those destroyed unless the prior written approval of the ARB is obtained.

ARTICLE 16.MISCELLANEOUS PROVISIONS

Section 16.1 DURATION. The covenants and restrictions of this Declaration, asamended from time to time in the fashion provided for in Article 11 above, shall run with andbind the Properties and shall inure to the benefit of and be enforceable by the Developer, theAssociation, and the Owner of any land subject to this Declaration, and their respective legal

34


representatives, heirs, successors and assigns, for a term of fifty (50) years from the date thisDeclaration is recorded, after which time said covenants shall be automatically extended forsuccessive periods of ten (10) years each unless an instrument signed by the then Owners of 75%of all the Lots subject hereto has been recorded, agreeing to revoke said covenants andrestrictions. Provided, however, that no such agreement to revoke shall be effective unless madeand recorded three (3) years in advance of the effective date of such revocation, and unlesswritten notice of the proposed agreement is sent to every Owner at least ninety (90) days inadvance of any action taken.

Section 16.2 EFFECT OF FAILURE TO ENFORCE. Failure of the Developer,Association, or Owners, to enforce any of the Governing Documents shall not nullify any of theprovisions of the Governing Documents, or in any way be interpreted as a waiver by theDeveloper, Association, or Owners, of the right to object to and enforce by proceeding at law orin equity against any person or persons violating or attempting to violate any such GoverningDocuments.

Section 16.3 VALIDITY. If any portion of the Declaration is declared unconstitutionalor if the applicability of this Declaration against any person or any circumstances is held invalid,the validity of the remainder of the Declaration shall not be affected thereby. If any word,sentence, phrase, clause, section or portion of the Declarations shall be held invalid orunconstitutional by a court of competent jurisdiction, such portion or word shall be deemed aseparate and independent provision and such holding shall not affect the validity of the remainingportions hereof.

Section 16.4 GENDER AND NUMBER. The use of the singular herein shall includethe plural, and the use of any gender shall include all genders.

Section 16.5 CAPTIONS. The captions used in this Declaration and exhibits annexedhereto are inserted solely as a matter of convenience and shall not be relied upon or used inconstruing the text of this Declaration or any exhibits hereto, or any amendment thereof.

Section 16.6 PLATS. In addition to this Declaration, the Properties shall be subject tothe additional covenants, restrictions, reservations and other terms and provisions set forth in thePlat.

Section 16.7 EFFECTIVE DATE. This Declaration shall become effective upon itsrecordation in the public records of Volusia County, Florida.

Section 16.8 NOTICES. Any notice to be sent to any Member or Owner under theprovisions of this Declaration shall be deemed to have been properly sent when mailed, postpaid,to the last known address of the person who appears as the Member or Owner on the record ofthe Association at the time of such mailing.

35


IN WITNESS WHEREOF, MERCEDES HOMES, INC., a Florida corporation, hascaused this instrument to be executed the VA' day of January, 2008.

Signed and delivered in our presence

Print Name: zueco sacl

ev5sx-e-b

MERCEDES HOMES, INC., a Florida Corporation

By: Print Name: Title: ?ae...s

STATE OF FLORIDACOUNTY OF BREVARD

THE FOREGOING INSTRUMENT was acknowledged before me this day ofJanuary, 2008 by Keith Buescher, as President of MERCEDES HOMES, INC., who [ ] ispersonally known to me. He acknowledged executing this document in the presence of twosubscribing witnesses freely and voluntarily under authority duly vested in him by saidcorporation.

WITNESS by hand and official seal in the County and State last aforesaid on this day of January, 2008.

36

Notary Public-S oFlorida

TAMMY KASE-MY COMMISSION # DD 447816

EXPIRES: July 6,2009Bonded Thru Notary Public Underwriters


JOINDER AND CONSENT OFTUSCANY WOODS HOMEOWNERS ASSOCIATION, INC.

TUSCANY WOODS HOMEOWNERS ASSOCIATION, INC., by and through itsBoard of Directors hereby joins and consents to this document and acknowledges its approval ofand agreement to the terms, conditions, covenants and restrictions set forth therein.

Signed, Sealed and Delivered TUSCANY WOODS HOMEOWNERSASSOCIATION, INC.

.

Print Name: ,°3-4, rrt re.5 . S 6 in ti ste

By:Hazel O'Toole, Director and Secretary/Treasurer

STATE OF FLORIDACOUNTY OF BREVARD

THE FOREGOING INSTRUMENT was acknowledged before me this 6.-fr\-day ofJanuary, 2008 by Hazel O'Toole as Director and Seer ry/Treasurer of TUSCANY WOODSHOMEOWNERS ASSOCIATION, INC., who [ is personally known to me.

WITNESS by hand and official seal in the County and State last aforesaid on this Sikday of January, 2008.

AAA A.,Notary Pub fate of Florida

Y ow., Notary Public State of Floridaf st Mary J Quinlivan

My Commission D0441214fN:cr Expires 06/15/2009

37

Instrument# 2008-008297 It 38Book: 6180Page: 92

CONSENT AND JOINDER OF MORTGAGEE

BANK OF AMERICA, N.A., a national banking association ("Mortgagee"), in its

capacity as the owner and holder and Administrative Agent of that certain Amended and

Restated Mortgage, Assignment of Rents and Security Agreement, recorded in Official Records

Book 5784, Page 1739; Collateral Assignment of Development Contracts, Permits and Related

Rights recorded in Official Records Book 5784, Page 1780; Master Collateral Assignment of

Purchase and Sale Cotnracts and Deposits and Related Rights recorded in Official Records Book

5784, Page 1792, UCC-1 Financing Statement recorded in Official Records Book 5784, Page

1804, Modification of Amendment and Restated Mortgage recorded in Official Records Book

5821, Page 544 and Spreader Agreement recorded in Official Records Book 5800, Page 1608, all

of the public records of Volusia County, Florida, hereby consents and joins in the FIRST

AMENDED AND RESTATED DECLARATION OF COVENANTS, CONDITIONS AND

RESTRICTIONS FOR TUSCANY WOODS.

Signed, sealed and deliveredin the presence of:

Signature o witnessPrint Name t/S7Q 471

Signature of VtnessPrint Name: uhrbstin Thar w)

STATE OF R2r/c;6COUNTY OF Or ctiod-e

BANK OF AMERICA, N.A., a nationalbanking association

By: Print Name: Title:

(corporate seal)

The foregoing instrufilen,t wv açknowledged before me this day of ,a,a , 2000rby ifet 4z» , as Ce "r7e.S.reZ,

of BANK OF AMERICA, N.A., a national banking association, on behalf of the banking

association. He/she is personally known to me or has produced as identificatTori.—

Signature of o Pub dName of Notary Public typed,printed or stamped

EXHIBIT "A"

Instrument/I 2008-009297 5 39Book: 6180Page: 93

• TE:fg PROPERTY

A portion of Section 33, Township 14 South, Range 32 Bast, all of lots 1, 2, 34 through 37, 68through 71 and a portion of lots 3, 33, 38, 67, and 72-, as shown on the Plat "WESTWOODliBleliTS MIT TWO", Map Book 27, page 242, Vaiusis County, Florida, and being moreparticularly desoribed at follows:

BROM at the Southwest corner of said Section 33 Township 14 South Range 32 East, said paintbeing at the Northerly Right-of-Wey lino of Iloznich Avenue Extension, a 125' wide Right-Of.Way as described In Volusia County Official Records 13ook 367, Page 681 Thence along saidRight-of-Way line, South 89°32'29" West, fir 44.79 feet to a point at the Southeast career ofthose lands as described in Valuate County Moira Reoorde Book 3796, Page 821; ThenceWorth 01'50'29' West, along the Eget line of said lends, fbr 763.63 feet Thence South 89125'40"West along the North line of those lands as described in Official Records Book 3796, Page 821,Oficial Records Book 3461, Page 588, Official Records 13 oak 1044, Page 531, all recorded inVolusia County, Florida, for 945.50 feet; Thence North 0000238" Beat along the East line &saidlands described In Volusio, County Official Records Book 1044, Page 531, said line also beingthe East line of the West 1/4 of the East 1/2 of the Southeast 1/4 of said section 32, for 92440fbet Thence South 40° , a distance of 75.00 feet Thence South 411°0712"Bast adistance of 335.53 feet: Thence South 36°2T31" East a distance of 67.42 feet Thence North87°09'15" East a distance of 216,24 testi Thence North 51°06'22" East a distance of 161.32 feetThence North 73°28'27" East

, a distance of 97.21 feet Them South 39°56'11° Bast a distance

of 258-86 feet Thence South 33°08453" East a distance of 325.80 feet: Thane North 6392'27"East a distauce of 208.10 fbet: Thence South 40°2627" East a distance of /86.22 feet: ThenceSouth 31'40'35" West a distance of 96.58 feet: Thence South 49"59'08" We* a distance cf41.58feet Thence South 77°18'58" West a distance of 25.88 hot: Thence North 89°51'06° West adistance of 58.96 feet Thence South 01°50'29" East a distance of 131.77 feet: Thence North88°0931" But a distance of 455.76 het: Thence North 33°4910° Bast a &wee of 649.29 feet:Thence North 35°28'39" West a distance of 286.74 feet Thence North 16°5313" West a distanceof 205.59 feet Thence North 71°42'51" East a distance of 217.80 feet to a point of a non Tangentcurve concave Northeasterly having a radius of 695,00 feet, a Central angle of 14°0648", a radialline to said point hears North 71°4251" East: Thence Southeasterly along the arc dated curve adistance of 171,20 feet Thence North 60°38'44" East a distance of 112.36 het, Thence South87°00'1 I" Pat a distance of 774.77 feet to. a Pint on the 'Westerly RighteeWaY 'ine. of saidFloral:It Avenue Extension; Thence South l6110109" West, along the Westerly Right-of-WayOne of Flonieh Avenue Extension, for 71.2.4 feet to a point of curesttere With a curve concave tothe Northwest, said curve having a radius of 2,07201 feet and a mita angle of 7362702;Thence, Continuo along the Westerly and Northerly Right-of-Way line of said Mond& Avenue'Extension, Southwesterly along said ourve for 265622 feet to the POINT OF BEGINNING.

Said lands contain 2,348,765 square feet or 53.920 acres more or lest

Subject to a 50 Soot drainage right-of-way, as recorded in Official Records Book 299 at Page339, Valois County Public:Records,

Subject to existing easements, tights-of-way, covenants, reservations and XeStriatiOns °foulard, ifany.

Said lands lying and situatein 'be City of Daytime Beach, Florida.

Exhibit "A" - Page 1 of 2

EXHIBIT "A"

Instrument# 2008-008297 U 40Book: 6180Page: 94

A portion of Seetions 32 and 33, Township 14 South, Range 32 East, all of lots 4 Through.32, 39through 52, 55 through 66, 73 through 79 and a portion of lots 3, 32, 38, 53,54, 67, and no asshown en the Plat "WESTWOOD HEIGHTS (nor TWO", Map Dook 27, page 242, VoluteCounty, Florida, and being more particularly described as follows:

COMMENCE at the Southwest comer of said Section 33 Township 14 south Range 32 EAsaid point being at the Northerly Right-of.Wey line of Floutieb. Avenue Extension, a 125' wideRight.d.Way as described in Volusla County Official Records Book 367, Page 68 and being apoint on a curve concave to the Northwest, said curve having a radius of 2,07241 (bet and acentral angle of 73027'02; Therwe, Continuo along the Northerly and Westerly Right.of.Wayline of said Flondeh Avenue Extension, Northeasterly along said curve for 2656.22 feet; Thencecontinue along said Right•of-Way line, North 16°00'09" East for 71.24 feet to the POINT OFBEGINNING; Themee, departing said East Itight-of-Way the, North 87°00111" West for 774.77feet; Theme South 60°38'44" West Cm 112.36 feet to a point of a non Tangent curve concaveNortheaterly having a radius of 695.00 feet, a central angle of 14°00481, a radial line to saidpoint bears North 57°3003" East: Thence Northwesterly along the are of said curve a distance of171.20 *et Thence North 16°53'23° West for 127.01 fee4 Thence North 28°1256" West for$57.96 ibet; Thence South 71°42'51" West for 217.80 feet Thence North 28°29'51" West for101,45 feet; Thence North 50°50'20" West for 101,24 feet; Thence North 00049'44" East for56.65 feet; Thence North. 16°41'45" Eat for 564.28 feet to a point car the Smith line of theNorthwest I/4 of said Section 33; Theme Norm 89°15'48 East, floes Said South line, for1194.09 feet to a point 4211 the Easterly line of a 100 foot wide Florida POWVIC and Light easementas described in Deed Book 431, Pages 1.3; Thence South 13°41'38" East, along said Easterlyeasement line, for 511.92 that to a point of invocation of said Easterly line tmd the East Right-of-Way line of Freeman Drive; Theme South 00°28'40* East, along said East Right-of-Way line,for 776.62 feet to Taz POINT OF BraNNINO. •

Said leads contain 1,616,329 square Stet or 37.11 wares more or less.

Subject to existing ewe:rents, rights-of-way, covenants, reservations and restrictions of record, ifany,

Said land lying and situate in the City efDa/tona Beech, Florida.

Exhibit "A" - Page 2 of 2


Exhibit "B"

Amended and Restated Articles of Incorporation

Instrumentl 2008-00829] # 42

1/4/2008 9:51 PAGE 001/002 F. Book: 6180Page: 96

EXHIBIT "B"

/Ippon-merit of 'tate

Wiga I certify the attached is a true and correct copy of the Amended andRestated Articles of Incorporation, filed on January 4, 2008, for TUSCANY

CWOODS HOMEOWNERS ASSOCIATION OF VOLUSIA COUNTY, INC. which changed itsname to TUSCANY WOODS HOMEOWNERS ASSOCIATION, INC., a Florida corporation, Xyas shown by the records of this office. C

I further certify the document was electronically received under FAX audit Cnumber H This certificate is issued in accordance with Pktlsection 15.16, Florida Statutes, and authenticated by the code noted below>

Y-(

■•,e

e

h

The document number of this corporation is N

Authentication Code: 708A 1

, ,ft%

N. R

Given under my hand and theGreat Seal of the State of Florida,at Tallahassee, the Capital, this theFourth day of January, 2008

,-(

Rut O. Pirotortinga,eactetrp of agate

h ofr%

t 0f %

.543i*

h N

(((H 3)))

AMENDED AND RESTATEDARTICLES OF INCORPORATION

OFTUSCANY WOODS HOMEOWNERS ASSOCIATION OF VOLUSIA COUNTY, INC.

HAZEL O'TOOLE, being a Director of Tuscany Woods Homeowners Association ofVolusia County, Inc., a corporation duly organized under the Florida Not for Profit Corporation

Act (the "Association"), hereby certifies that:

1. The name of the Corporation is TUSCANY WOODS HOMEOWNERS

ASSOCIATION OF VOLUSIA COUNTY, INC.

2. The Corporation was incorporated in Florida on March 31, 2005.

3. These Amended and Restated Articles of Incorporation (hereinafter, the "Restated

Articles") restate and integrate and further amend the provisions of the Corporation's Articles of

Incorporation.

4. The terms and provisions of these Amended and Restated Articles were adoptedand affirmatively approved by a majority of the members of the Association on January 3, 2008.The number of votes cast for these Amended and Restated Articles were sufficient for approval.

5. Pursuant to Section 617.1007 of the Florida Not for Profit Corporation Act andSection 720.306, Florida Statutes, the text of the Articles of Incorporation of the Corporation, as

amended, is hereby amended and restated to read in its entirety as follows:

ARTICLE INAME OF CORPORATION

The name of the corporation is TUSCANY WOODS HOMEOWNERS ASSOCIATION,INC. (hereinafter called the "Association").

ARTICLE IIPRINCIPAL OFFICE OF THE ASSOCIATION

The principal place of business and the mailing address of the Association is located at

6905 North Wickham Road, Suite 401, Melbourne, Florida 32940.

ARTICLE IIIREGISTERED OFFICE AND REGISTERED AGENT

• The street address of the registered office of the Association is 6905 North Wickham

Road, Suite 501, Melbourne, Florida 32940, and the name of the registered agent at that addressis John Baric.

1 W 3)))

(((H 3)))

ARTICLE IVDEFINITIONS

Unless otherwise provided herein to the contrary, all terms used in these Articles shallhave the same definitions and meanings as those set forth in that certain Declaration ofCovenants, Conditions and Restrictions for Tuscany Woods recorded in Official Records Book5520, Pages 3081-3121 the Public Records of Volusia County, Florida, as it may from time totime be amended or supplemented (hereinafter called the "Declaration").

ARTICLE VPURPOSE, DUTIES AND POWERS OF THE ASSOCIATION

Section 1. The Association does not contemplate pecuniary gain or profit. TheAssociation shall not pay dividends and no part of any income of the Association shall bedistributed to its Members, directors or officers. The Association shall have all the powers of anon-profit corporation organized under the laws of the State of Florida, subject only to suchlimitations upon the exercise of such powers as are expressly set forth in these Articles, theBylaws, or the Declaration. The Association shall have the power and duty to do any and alllawful things which may be authorized, assigned, required or permitted to be done by theDeclaration, these Articles or the Bylaws, and to do and perform any and all acts which may benecessary or proper for, or incidental to, the exercise of any of the duties or powers of theAssociation for the benefit of the Owners and for the maintenance, operation and improvementof the Property and Common Areas.

Section 2. The Association shall operate, maintain and manage the Surface Waterand Storm Water Management System in a manner consistent with the Permit requirements andapplicable District rules, and shall assist in the enforcement of the restrictions and covenantscontained therein.

Section 3. The Association shall levy and collect adequate Assessments againstMembers of the Association in accordance with the Declaration and the Association's rights andobligations thereunder, including, without limitation, for the costs of maintenance and operationof the Surface Water and Storm Water Management System. The Assessments shall be used forsuch purposes as are required under the Declaration, including, without limitation, for themaintenance and repair of the Surface Water and Storm Water Management System, includingall work within retention areas, drainage structures, and drainage easements.

ARTICLE VIMEMBERSHIP

The Association shall have two classes of voting Membership:

Class A. Class A Members shall be all Owners, with the exception of the Declarant, andshall be entitled to one vote for each Lot owned. When more than one person holds an interest inany Lot, all such persons shall be Members. The vote for such Lot shall be exercised as theyamong themselves determine, but in no event shall more than one vote be cast with respect toany Lot. Class A Members shall also include all owners, with the exception of the Declarant, of

2 (((H 3)))

(((H 3)))

lots in additional phases if additional phases are subjected to these restrictions as elsewhereprovide in the Declaration.

Class B. The Class B Member shall be the Declarant or the successor developer and shallbe entitled to three (3) votes for each Lot owned (to include each owned lot in additional phasesif additional phases are subjected to this Declaration). The Class B membership shall case andbe converted to Class A membership as set forth in the Declaration.

ARTICLE VIIBOARD OF DIRECTORS

The affairs of the Association shall be managed and administered by a Board of Directorsconsisting of either three (3), five (5) or seven (7) members, as may be determined from time totime by the Association's membership. While Class "B" membership exists and until changedby a majority of the Association's membership, the Board of Directors shall consist of three (3)members. All of the duties, power and authority of the Association existing under Florida law,the Declaration, these Articles and/or the By-Laws shall be exercised exclusively by the Board ofDirectors, subject to approval by the Members only when specifically required. The names andaddresses of persons who are to act in the capacity of Director until appointment or election oftheir successors are:

NAME ADDRESS

Laura Siwicki

Paul Schoettelkotte

Hazel O'Toole

12001 Science DriveOrlando, FL 32826

12001 Science DriveOrlando, FL 32826

6905 N. Wickham Rd., Suite 401Melbourne, FL 32940

Any other provision of these Articles notwithstanding, the Declarant or Declarant'sexpress assigns or successors in interest shall be entitled to appoint and remove any Directorwhile Class "B" membership exists. When Class "B" membership terminates, the Class "A"Members shall elect Directors by written ballot at a Special Meeting of the Association'sMembers. A Member must be current in the payment of all Association Assessments to beeligible to run for and hold the position of Director. Directors must be natural persons who areeighteen (18) years of age or older. All Directors, except those designated or appointed by theDeclarant (or Declarant's express assigns or successors in interest), shall be Members of theAssociation.

Any vacancies on the Board shall be filled as set forth in the By-Laws of the Association.

3 (((H 3)))

(((H 3)))

ARTICLE VIIIOFFICERS

The day-to-day affairs of the Association shall be administered, subject to the directionand authority of the Board of Directors, by the officers of the Association, which may include aPresident, Vice President, Secretary and Treasurer and such other officers as permitted by theBylaws. The officers shall be appointed by the Board of Directors and they shall serve at thepleasure of the Board of Directors. The names and addresses of the officers who shall serve untiltheir successors are designated by the Board of Directors are as follows:

President: Laura Siwicki

Vice President: Paul Schoettelkotte

Secretary/Treasurer: Hazel O'Toole

ARTICLE IXDURATION

Existence of the Association shall commence with the filing of these Articles ofIncorporation with the Secretary of State of Florida in Tallahassee, Florida. The Associationshall exist perpetually.

ARTICLE XBYLAWS

The Bylaws of the Association shall be adopted by the Board of Directors and may bealtered, amended, or rescinded in the manner provided in the Bylaws.

ARTICLE XIINDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 1. The Association shall defend, indemnify and hold harmless any person of theAssociation who is made a party or is threatened to be made a party to any threatened, pending,or contemplated action, suit or proceedings, whether civil, criminal, administrative, orinvestigative, by reason of the fact that he is or was a director, officer, committee member,employee or agent of the Association:

(a) From and against expenses (including reasonable attorneys' fees forpretrial, trial, or appellate proceedings), judgments, fines, and amounts paid in settlementactually and reasonably incurred by him in connection with an action, suit, or proceeding (otherthan one by or in the right of the Association), if he acted in good faith, and, with respect to anycriminal action or proceedings, he had no reasonable cause to believe his conduct was unlawful;and

(b) From and against expenses (including reasonable attorneys' fees forpretrial, trial, or appellate proceedings) actually and reasonably incurred by him in connection

4 (((H 3)))

WH 3)))

with the defense or settlement of an action or suit by or in the right of the Association, if he actedin good faith.

Section 2. The termination of any action, suit, or proceeding by judgment, order,

settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself,create a presumption that the person did not act in good faith, or, with respect to any criminalaction or proceeding, that such person had reasonable cause to believe that his conduct wasunlawful.

Section 3. Notwithstanding any other provision hereof to the contrary, noindemnification shall be made in respect of any claim, issue, or matter as to which such personshall have been adjudged to be liable for gross negligence or misconduct in the performance ofhis duty to the Association.

Section 4. Any indemnification under Section 1 (unless ordered by a court) shall bemade by the Association only as authorized in the specific case upon a determination that

indemnification of the director or officer, committee member, employee or agent is proper in thecircumstances because he has met the applicable standard of conduct set forth in Section 1. Suchdetermination shall be made (a) by the Board of Directors by a majority vote of a quorumconsisting of Directors who were not parties to such action, suit, or proceeding, or (b) if suchquorum is not obtainable, or even if obtainable and a quorum of disinterested Directors sodirects, by a majority vote of Members of the Association.

Section 5. Expenses incurred in defending a civil or criminal action, suit, or proceedingshall be paid by the Association from time to time as incurred rather than only after the finaldisposition of such action, suit, or proceeding. Payment of such expenses shall be authorized bythe Board of Directors in each specific case only after receipt by the Association of anundertaking by or on behalf of the director or officer to repay such amounts if it shall laterdevelop that he is not entitled to be indemnified by the Association.

Section 6. The indemnification provided by this Article shall not be deemed exclusive ofany other rights to which the Association's directors, officers, committee members, employees oragents may be entitled under the Association's Bylaws, agreement, vote of Members ordisinterested directors, or otherwise, both as to actions in their official capabilities and as toaction in another capacity while holding such offices or positions, and shall continue as to aperson who has ceased to be a director, officer, committee member, agent or employee and shallinure to the benefit of the heirs, executors and administrators of such a person.

Section 7. Notwithstanding the foregoing provisions, indemnification provided underthis Article shall not include indemnification for any action of a director, officer, committeemember, agent or employee of the Association for which indemnification is deemed to be againstpublic policy. In the event that indemnification provided under this Article is deemed to beagainst public policy, such an event shall not invalidate or affect any other right orindemnification herein provided.

Section 8. The Association shall have the power, but shall not be obligated, to purchaseand maintain indemnification insurance to provide coverage for any liability asserted against any

5 (((H 3)))

(((H 3)))

director, officer, committee member, agent or employee of the Association in any of hiscapacities as described in Section 1, whether or not the Association would have the power toindemnify him or her under this Article.

Section 9. Any person requesting indemnification shall first look to any insurancemaintained by the Association for indemnification against expenses (including attorneys' fees),judgments, fines, and amounts paid in settlement (as described above). The Association shall beobligated to indemnify such person (if entitled to indemnification by the Association) only to theextent such insurance does not indemnify such person. In the event that any expenses,judgments, fines, or amounts paid in settlement are paid pursuant to insurance maintained bysuch Association, the Association shall have no obligation to reimburse the insurance company.

ARTICLE XIIINCONSISTENCY

In the event of any inconsistency between the terms and provisions contained in theDeclaration and those contained in these Articles of Incorporation, the terms and provisions ofthe Declaration shall prevail.

ARTICLE XIIIREQUIRED APPROVALS

Notwithstanding anything in these Articles to the contrary, as long as there exists a Class"B" membership, if any one or more of HUD, FHA or VA requires approval or consent by it orthem to annexation of additional property, any merger or consolidation involving theAssociation, the placing of any mortgage lien on the Common Areas, dedication to the public ofany Common Areas, any amendment of the Declaration, or dissolution of the Association, byany one or more of said agencies as a condition of making, insuring or purchasing loans securedby single family dwellings on any of the Lots on the Property, and any such loan has beenapproved, insured or purchased by the applicable agency at the time of the proposed annexation,merger, consolidation, mortgaging, dedication, amendment or dissolution, then the requiredconsent or approval shall be obtained. In addition, in the event of termination, dissolution orfinal liquidation of the Association, the responsibility for the operation and maintenance of theSurface Water or Storm Water Management System must be transferred to and accepted by anentity which would comply with Section 40C-42.027 and be approved by the St. Johns RiverWater Management District prior to such termination, dissolution or liquidation.

IN WITNESS WHEREOF, the undersigned does hereby execute these Amended andRestated Articles of Incorporation this 3rd day of January, 2008.

6

Hazel O'Toole, Director

(((H 3)))

(((H 3)))

CERTIFICATE DESIGNATING REGISTERED AGENT FORSERVICE OF PROCESS

Pursuant to Chapters 48 and 617, Florida Statutes, the following is submitted incompliance with said Acts.

WINDSOR LAKES HOMEOWNERS ASSOCIATION, INC., desiring to organize as acorporation under the laws of the State of Florida, with its registered office at 6905 N. WickhamRoad, Suite 500, Melbourne, Florida 32940, has named John Baric, located at the above-registered office, as its Registered Agent to accept service of process within this State.

ACKNOWLEDGMENT:

Having been named to accept service of process for the above-stated corporation at theplace designated in this Certificate, I hereby accept to act in this capacity and agree to complywith the provisions of said Acts relative to keeping open said office.

Dated: January 3, 2008

7 (((H 3)))

EXHIBIT "C"


BY-LAWSOF

TUSCANY WOODS HOMEOWNERS ASSOCIATION, INC.

ARTICLE IIDENTITY AND LOCATION

These are the By-Laws of TUSCANY WOODS HOMEOWNERS ASSOCIATION,INC. (hereinafter called the "Association"), a corporation not for profit organized and existingunder the applicable provisions of the Florida Statutes, for the purpose of administering theCommunity, the Common Area and the Common Maintenance Area, in accordance with theDeclaration of Covenants, Conditions and Restrictions for Tuscany Woods (the "Declaration")recorded or to be recorded in the Public Records of Volusia County, Florida. The principaloffice of the Association shall be located at 6905 N. Wickham Road, Suite 501, Melbourne,Florida 32940, but meetings of the Association's Board of Directors may be held at such placeswithin the State of Florida as may be designated from time to time by the Board of Directors.

ARTICLE IIGENERAL

Section 1. Incorporation of Declaration. As supplemented herein, the regulation of thebusiness, operation, powers, duties and affairs of the Association shall be governed by theDeclaration, as it may be amended and/or supplemented from time to time, the terms andprovisions of which are incorporated herein by reference as though it had been set forth in itsentirety.

Section 2. Fiscal Year. The Fiscal Year of the Association shall be the calendar year(January 1 through and including December 31), or such other period as may subsequently bedetermined by the Board of Directors.

Section 3. Corporate Seal. The corporate seal of the Association shall include thefollowing: "Tuscany woods Homeowners Association, Inc.", "Florida" and "corporation not forprofit".

Section 4. Definitions. Unless otherwise specifically provided in these By-Laws, allterms used in these By-Laws shall have the same definitions and meanings as those set forth inthe Declaration, as it may be amended and/or supplemented from time to time.

ARTICLE IIIPURPOSE AND POWERS OF THE ASSOCIATION

Section 1. Purpose. The purposes for which the Association is organized are as follows:

(a) To operate as a corporation not for profit pursuant to Chapter 617 and anyother applicable provisions of the Florida Statutes, as they may be amended and/or renumberedfrom time to time. The Association does not contemplate pecuniary gain or profit. The

C-1