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					     YACHT AND COUNTRY CLUB




AJticlesoflnco~oration

Bylaws
Covenants, Conditions, Restrictions and Easements
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~     Articles of Incorporation of QUEEN'S HARBOUR YACHT & COUNTRY                                              ~
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~     CLUB OWNERS ASSOCIATION, INC., a corporation organized under the                                          ~
~     Laws ofe the State of Florida, filed on August 22, 1990, as shown by                                      ~
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                                                                            .......
                         ARTICLES OF INCORPORATION
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                                          OF                    rJf};~;i:,:22 i::~;.,
  QUEEN'S HARBOUR YACHT      &    COUNTRY CLUB OWNERS ASSOCI·A¥r~,:~<tNZ;\.:-,~· .;'!;
                                                                           ~.:~ /:!.--~~);;.(?
                        a Corpora tion Not For Prof i t                                '~jL!~:4



     In compliance with the requirements of Chapters 607 and 617
of the Florida Statutes, the undersigned, a resident of Florida
of full age has this day formed the corporation hereinafter
described and hereby certifies:

                                     I.    NAME

          The name of the corporation shall be QUEEN'S HARBOUR
YACHT & COUNTRY CLUB OWNERS ASSOCIATION, INC.    This corporation
is the corporation which was formed for the purpose of operating
and managing the land subject to the Queen's Harbour Yacht &
Country Club Declaration of Covenants, Conditions, Restrictions
and Easements ("Declaration").

                           II.     PRINCIPAL OFFICE

           The principal office of the Association shall be
located in Florida, but the Association may maintain office and
transact business in such places, within or without the State of
Florida, as may from time to time be designated by the Board of
Directors.

                           III.    REGISTEREDAGENT

          Max S. Long, Jr. whose address is    711 North San Pablo Road
                    32225
Jacksonville, Florida                , is hereby appointed initial
reglstered agent of the Association.

                                  IV.     PURPOSE

          The purposes and objects of the Association shall be to
provide for maintenance, preservation and architectural control
of all the land described in the Declaration as the Property or
Additional Property. The Association shall perform the acts and
duties incident to the operation and management of the Associa-
tion in accordance with the provisions of these Articles of
Incorporation, the Bylaws of the Association which will be
adopted ("Bylaws") and the Declaration and shall perform all
duties and obligations set forth therein. The Association shall
be conducted as a not for profit organization for the benefit of
its Members, which does not contemplate gain or profit to Members
thereof.
     Terms used herein are used in accordance              with    the    defini-
tions set forth in the Declaration.

                                   V.     POWERS

           The Association shall have the following powers:
          A.   All of the powers and privileges granted to cor-
porations not for profit under the law pursuant to which this
corporation is chartered.
          B.   All of the powers reasonably necessary to imple-
ment   and effectuate the purposes of the Association, including,
without limitation, the power, authority and right to:
          1.    Levy and collect Assessments against Members   of
the Association to defray the Common Expenses for the Property as
are provided in the Declaration and the Bylaws including the
right to levy and collect Annual Assessments, Special Assess-
ments, and District Assessments (hereinafter sometimes jointly
referred to as "Assessments") in the operation and management of
the Property in accomplishing the purposes set forth in the Dec-
laration.    In addition, the Association may collect and enforce
payment thereof by any lawful means.
          2.   Maintain, repair, replace, operate and manage the
Common Property, including the right to reconstruct improvements
after casualty and to further improve and add to the Common Prop-
erty.
           3.   Contract for the management of the Property and,
,in connection therewith, to delegate any and/or all of the powers
and duties of the Association to such management agent to the
extent and in the manner permitted by the Declaration and the
Bylaws.
          4.   Employ personnel to perform the services   required
for proper operation of the Property.
          5.   Exercise, undertake, accomplish and enforce the
provlslons of these Articles of Incorporation, the Declaration,
the Bylaws, and all rules and regulations governing use of the
Property and Common Property which may hereafter be established.
          6.   Make, establish and amend reasonable rules and
regulations governing use of the Lots, Dwelling units and Common
Property in and of the Property.
          7.   Acquire (by gift or purchase), own, hold,    oper-
ate, and lease,     both real and personal property in connection
with affairs of the Association provided, however, any such prop-
erty shall constitute Common Property or personal property for
common use of all Members.
          8.   Purchase and maintain insurance upon the Common
Property and insurance or fidelity bonds for the protection of
the Association, its officers, directors and Members and any
other person responsible for the handling of Association funds.
          9.   Dedicate, transfer or grant permits, licenses and
easements over the Common Property for utilities, roads and other
purposes to any public agency, authorized utility company for
provision of utility or cable and television service and the
right to acquire, extend, terminate or abandon such permits,
licenses and easements.
         10.   Borrow money and mortgage, pledge,    or hypothe-
cate any or all of its real or personal property as security for
money borrowed or debts incurred with the approval of two-thirds
of the votes of the Board of Directors.
         11.   Sell, conveyor transfer Common Property or any
portion thereof to any third party other than these described in
paragraph 9 for such purposes and under such conditions as may be
approved by two-thirds of the votes of the Board of Directors.
         12.   Participate in mergers and consolidations with
other nonprofit corporations organized for the same purposes or
annex additional land as Property under the Declaration and as
Common Property.

                               -2-
         C.    The powers of the Association shall be subject to
and shall be exercised in accordance with the provisions hereof
and the Declaration and Bylaws.

                                VI.    MEMBERS

             The qualifications of Members and manner of their
admission     to and termination of membership shall be as follows:

          A.   The owners of all Dwelling Units and Lots in the
Property shall be Members of the Association, and no other per-
sons or entities, except Queen's Harbour Yacht & Country Club,
Ltd.  ("Declarant"), shall be entitled to membership.
           B.   Membership shall be established by the acquisition
 of a fee title to a Lot or Dwelling Unit within the Property, or
 by acquisition of a fee ownership interest therein, by voluntary
 conveyance or operation of law, and the membership of any person
,or entity shall be automatically terminated when such person or
 entity is divested of all title or his entire fee ownership in
 such Lot: provided, that nothing herein contained shall be con-
 strued as terminating the membership of any person or entity
 owning fee title to or a fee ownership interest in two or more
 Lots or Dwelling Units at any time while such person or entity
 shall retain fee title to or a fee ownership interest in any Lot
or Dwelling Unit.
          C.   The interest of a Member in the funds and assets
of the Association cannot be assigned, hypothecated or trans-
ferred in any manner, except as an appurtenance to the Lot(s) or
Dwelling Unites) owned by such Member. The funds and assets of
the Association shall be expended, held or used only for the ben-
efit of the membership and for the purposes authorized herein, in
the Declaration, and in the Bylaws.

                         VII.     VOTING RIGHTS

             The Association shall have two classes of          voting    mem-
bership:

          A.   Class A. Class A members shall be all Owners of
Lots or Dwelling units, with the exception of the Declarant, and
shall be entitled to one vote for each Lot or Dwelling Unit
owned.   Once a Class A Member has constructed a Dwelling Unit on
a Lot, the vite associated with the Lot shall then be associates
with the Dwelling Unit.
          B.   Class B. The Class B member shall be the Declar-
ant who shall be entitled to ten votes for every Lot and Dwelling
Unit approved by the PUD ordinance which has not been conveyed to
the Class A Member. Class B Membership shall terminate upon the
happening of one of the following events, whichever first occurs:
                 1. When the total vote outstanding in the Class A
            membership equals the total vote outstanding in the
            Class B membership:

                 2. Twenty five (25)        years    after    recording    the
            Declaration:

                 3. At such time as the          Developer,    in   its   sole
            discretion, may determine.

             C.   Class C. Class C members shall be those persons
owning     parcels of land within the Property upon which the number

                                      -3-
of Dwelling Units constructed is greater than four (4) per acre.
In such instances, the Declarant or Association may designate in
the Supplemental Declaration subject to such Dwelling Units that
the Dwelling Units will be assessed for a fraction of the Assess-
ments and accordingly have fractional votes of the Class A Mem-
bers.
          D.   When a Lot or Dwelling Unit is owned by more than
one person, all such persons shall be Members. The vote allo-
cated to of such Lot or Dweilling Unit shall be exercised by the
holder of the Voting Certificate as the Members determine but in
no event shall more than one vote be cast with respect to any Lot
or Dwelling Unit.

                          VIII.    EXISTENCE

          The Association shall have perpetual existence.

                          IX.     MANAGEMENT

          The affairs of the Association shall be managed by the
President of the Association assisted by the Vice President,
Secretary and TreaSurer and, if any, the Assistant Secretaries
and Assistant Treasurers, who shall perform the duties of such
offices customarily performed by like officers of the corpora-
tions in the State of Florida subject to the directions of the
Board of Directors.
          Officers of the Association may be compensated in the
manner to be provided in the Bylaws. The Board of Directors or
the President with the approval of the Board of Directors, may
employ a managing agent, agency, and/or other managerial and
supervisory personnel or entity to administer or assist in the
administration of the operation and management of the Property
and the affairs of the Association, any and all such      persons
and/or entity or entities may be so employed without regard to
whether any such person or entity is a member of the Association
or a Director or officer of the Association, as the case may be.

                     X.   BOARD OF DIRECTORS

          The number of members of the first Board of Directors
shall be three (3). The number of members of succeeding Board of
Directors shall be as provided in the Bylaws.
                           XI.    OFFICERS

          Subsequent to their election each year, the Board    of
Directors shall elect a President, Secretary, Treasurer and as
many Vice Presidents, Assistant Secretaries and Assistant   Trea-
surers as the Board of Directors shall deem advisable from time
to time. The President shall be elected from the membership of
the Board of Directors, but no other officer need be a Director.
The same person may hold the office of Secretary and Treasurer or
Assistant Secretary and Assistant Treasurer, but no other person
may hold more than one office simultaneously.




                                  -4-
                  XII.      FIRST BOARD OF DIRECTORS

          The names and addresses of the members of the first
Board of Directors who, subject to the provisions of the laws of
Florida, these Articles of Incorporation and Bylaws, shall hold
office for the first year of the Association's corporate exis-
tence, and thereafter until their successors are selected and
have qualified, are as follows:

                Fred B. Bullard, Jr.                2325 Ulmerton Road, 127
                                                    Clearwater, FL 33520

                Max S. Long, Jr.                    535-J Atlantic Boulevard
                Robert A. Craig                     Atlantic Beach, FL 32233
                            XIII.      SUBSCRIBER

          The   name   of    the      Subscriber,     and      the   Subscriber's
address is:
          Max S. Long, Jr.
          535J Atlantic Boulevard
          Atlantic Beach, Florida           32233


                         XIV.      FIRST OFFICERS


          The officers of the Corporation, who shall hold office
until their successors are elected pursuant to these Articles of
Incorporation and the Bylaws, and have qualified, shall be as
follows:

          President:                        Fred B. Bullard,         Jr.

          Vice President:                   Robert A. Craig

          Secretary/Treasurer:              Max S. Long, Jr.


                                XV.    BYLAWS

          The original Bylaws of the Association shall be adopted
by a majority vote of the Directors to these Articles of Incorpo-
ration at a meeting at which a majority of the Directors      are
present, and, thereafter, the Bylaws may be altered or rescinded
of a majority of votes of the Association.


                         XVI.    INDEMNIFICATION

          Every director and every officer of the Association
shall be indemnified by the Association against all expenses and
liabilities, including attorney's fees, reasonably incurred by or
imposed upon him in connection with any proceeding to which he
may be a party, or in which he may become involved, by reason of
his being or having been a director or officer of the Associa-
tion, whether or .not he is a director or officer at the time such
expenses are incurred, except in such cases wherein the Director
or officer is adjudged guilty of willful misfeasance or malfea-
sance in the performance of his duties1 provided, that in the
event of any claims for       reimbursement    or  indemnification
hereunder based upon a settlement by the director or officer
seeking    such     reimbursement    or     indemnification,   the

                                      -5-
indemnification herein shall only apply if the Board of Directors
approves such settlement and reimbursement as being in the best
interest of the Association. The foregoing right of indemnifica-
tion shall be in addition to and not exclusive of all other
rights to which such director or officer may be entitled.

                        XVII.    AMENDMENTS

           An amendment to these Articles must be passed by the
majority of the votes of the members passsed at a meeting where a
'quorum of members are present or by written consent of a majority
,of members.    Provided that the Declarant acting alone may amend
 these Articles to comply with the requirements of Mortgagees or
other governmental agencies.

                    XVIII.     FIDELITY BONDING

           Upon the termination of the Class B Membership,     in
addition to the indemnification provisions hereof, the Associa-
tion shall obtain and maintain blanket fidelity bonds on each
director, officer and employee of the Association and of any man-
agement firm. The total amount of fidelity bond coverage shall
be based upon the, best business judgment of the Board of Direc-
tors and shall not be less than the sum of three months' assess-
ments as determined in the budget plus the reserve funds, in the
custody of the Association or management firm, as the case may
be, at any given time during the term of each bond.
          The fidelity bond shall name the Association as an
obligee and shall contain waivers by the issuers of the bonds of
all defenses based upon the exclusion of persons serving without
compensation from the definition of "employees" or similar terms
or expressions. The premiums on all bonds shall be paid by the
Association as a common expense (except for the premiums on
fidelity bonds maintained by the management firm, if any).   The
bonds shall provide that they may not be cancelled or substan-
tially modified (including cancellation for nonpayment of pre-
mium) without at least 30 days prior written notice to the Asso-
ciation.

                        XIX.    DISSOLUTION

          The Association may be dissolved with the assent given
in writing and signed by not less than ninety percent (90%) of
the votes of the Association. Upon dissolution of the Associa-
tion, other than incident to a merger or consolidation, the
assets of the Association shall be dedicated to an appropriate
public agency to be used for purposes similar to those for which
this Association was created including       without   limitation
obtaining the approval of the St. Johns Water Management Dis-
trict, its successors or assigns, to the transfer of the mainte-
nance obligation of the Association for any stormwater drainage
facilities for the Property. In the event that such dedication
is   refused acceptance, such assets shall be granted, conveyed
and assigned to any nonprofit corporation, association, trust or
other organization to be devoted to such similar purposes. Should
the Association be dissolved as provided herein, notwithstanding
any assignment of the obligations of the Association under the
St. Johns River Water Management District Permit, to a successor
Association, at the time of dissolution of the Association, the
Declarant shall post a bond to insure continued operation and
maintenance of the stormwater facilities constructed pursuant to
the permit of Department of Environmental Regulation, or provide

                                -6-
acceptable   financial   assurances pursuant to Rule 17-2S.07(1){e)
(2) F.A.C.

                         xx.   MISCELLANEOUS

          A.   All terms used herein shall have the same                         meaning
as set forth in the Declaration.
           B.   In the event of conflict between the provisions of
 these Articles and the Declaration, the provisions of the Decla-
,ration shall prevail; in the event of conflict between these
Articles and the Bylaws the provisions of these Articles shall
'prevail.
          IN WITNESS WHEREOF.,_,Jhe Subsc       reto has hereunto
set his hand and seal this ~ day of ~~~""':;;''io:--' l~~.




STATE OF FLORIDA

COUNTY OF DUVAL

          I HEREBY.CERTIFY that on this ~ day of I.I/IV/A~,
19fO, before me, the undersigned authority, personall~d
MAX S. LONG, JR., to me known to be the person who  executed the
foregoing Articles of Incorporation, and acknowledged the execu-
tion of such instrument for the uses and purposes therein
expressed.                     ~                      ~~

                                  ~dt~<-
                               NARY PUBLIC, State of Florida
                               at Large
                               My commission expires:
                                       NOTARY ;'u?UC. STA7: ',:,;- 1~~C.;i;j,\
                                       .My commission expires [',1;;Y 3, 1991




LCKARTOH
     CERTIFICATE OF DESIGNATING PLACE OF BUSINESS OR DOMICILE
      FOR THE SERVICE OF PROCESS WITHIN FLORIDA, NAMING AGENT
                  UPON WHOM PROCESS MAY BE SERVED


          IN COMPLIANCE WITH SECTION      48.091,    FLORIDA     STATUTES,
THE FOLLOWING IS SUBMITTED:

           QUEEN'S HARBOUR YACHT & COUNTRY CLUB OWNERS ASSOCIA-
 TION, INC.,     DESIRING TO ORGANIZE OR QUALIFY UNDER THE LAWS OF
 THE STATE OF FLORIDA WITH ITS PRINCIPAL PLACE OF BUSINESS AT CITY
,OF ATLANTIC BEACH, COUNTY OF DUVAL, FLORIDA, HAS NAMED MAX S.
 LONG, JR. LOCATED AT    711 North San Pablo Road, Jacksonville
'FLORIDA   32225 AS ITS AGENT TO ACCEPT SERVICE OF PROCESS WITHIN
 FLORIDA.


                              QUEEN'S HARBOUR YACHT & COUNTRY
                              CLUB OWNERS ASSOC ATION, INC.

                              (2m          OJ   ~:-&Y'\.G::--_
                                                .
                               -.../   Its   creta

                              Date:    ~~ II J(qq6
          HAVING BEEN NAMED TO ACCEPT SERVICE OF PROCESS FOR THE
ABOVE STATED CORPORATION, AT THE PLACE DESIGNATED IN THIS CERTIF-
ICATE, I HEREBY AGREE TO ACT IN THIS CAPACITY, AND I FURTHER
AGREE TO COMPLY WITH THE PROVISIONS OF ALL STATUTES· RELATIVE TO
THE PROPER AND COMPLETE PERFORMANCE OF MY DUTIES.




LCKARTQH
                                       BYLAWS
                                         OF

          QUEEN'S HARBOUR YACHT & COUNTRY CLUB OWNERS ASSOCIATION, INC.

                        a Florida Corporation Not for Profit

    ...    IDENTITY •
    ••
              A.   Applicabilitx. These are the Bylaws of      QUEEN'S
    HARBOUR YACHT & COUNTRY CLUB OWNERS ASSOCIATION, INC. (the "Asso-
I   ciation"), a Florida corporation not for profit organized pursuant
    to the provisions of Chapters 617 and 607, Florida Statutes, 1987,
    as amended to the date of filing of the Articles of Incorporation.
    The purpose and object of the Association shall be to administer
    the operation and management of the Property more fully described
    in the    Declaration of Covenants, Conditions, Restrictions and
    Easements for Queen's Harbour Yacht & Country Club      ("Declara-
    tion").

               B.  Office. The office of the Association shall be at
    53SJ Atlan tic Boulevard, Atlantic Beach, FL 32233, or at such
    other place as may be established by resolution of the Board of
    Directors.

             C.   Fiscal Year. The fiscal year of the Association
    shall commence January 1st of each year, and end on the last day
    of December.

              D.   Seal. The seal of the Association shall bear the
    name of Queenes-Harbour Yacht & Country Club Owners Association,
    Inc., the word "Florida", the words "Corporation Not For Profit",
    and the year of incorporation. An impression of the seal is as
    follows:

              E.   Definitions. All terms used herein shall have the
    same meaning and definitions as are set forth in the Declaration.
    II.     MEMBERSHIP, VOTING, PROXIES.

              A.   Membership. The qualification of members of the
    Association (the "Members"), the manner of their admission to mem-
    bership and termination of such membership, and voting by Members,
    shall be as set forth in Article VI of the Articles, the provi-
    sions of which are incorporated herein by reference.
              B.   Voting by Members. The vote of the Owner (s)  of a
    Lot or Dwelling Unit in the Property owned by more than one nat-
    ural person, as tenants in common, joint tenants (except a husband
    and wife as tenants by the entirety), a partnership, or any other
    association of natural persons, or by a corporation, a trust, or
    any other entity shall be cast or otherwise exercised, at all
    meetings at which Members of the Association are entitled to vote
    or otherwise act, by one natural person designated by the owner(s)
    of such Lot in a Voting Certificate as the holder of the vote or
    additional vote.    The Voting Certificate shall be filed with the
    Association, and the person so designated shall be and remain the
    holder of the vote for the Lot or Dwelling Unit until such desig-
    nation has been revoked by written instrument executed by the
    owner(s) of the Lot or Dwelling Unit or by lawful conveyance of
    ~he Lot or Dwelling Unit.  The holder of the vote of the Lot or
    Dwelling Unit shall be the only person entitled to cast or exer-
    cise, in person or by proxy, the vote of the Lot or Dwelling Unit
    at any meeting of Members or in connection with any action con-
    cerning which Members of the Association shall be required or
    allowed to vote or otherwise act.
              C.  Approval by Members.  Evidence of the approval or
    disapproval of the holder of the vote upon any matter, whether or
    not the subject of an Association meeting, shall be given to the
    Association by the same person who would cast the vote if in an
    Association meeting.
             D.   Proxies. At any meeting of the Members, such Mem-
  ber  shall be entitle to vote in person or by proxy. Any proxy
  1iven shall contain the date, time and place of   the meeting for
  which the proxy is given and if a limited proxy shall set forth
  those items for which the holder of the proxy may vote and      the
  manner in which the vote is to be cast and shall be effective only
  for the specific meeting for which originally given and any law-
I fully adjourned meetings thereof.     The proxy shall set forth the
  name of the person voting by proxy and the name of the person
'authorized to vote the proxy for him.      All such proxies shall be
  filed with the Secretary prior to or during the roll call of such
  meeting.   In no event shall any proxy be valid for a period longer
  than 90 days after the date of the first meeting for which it was
  given. Every proxy shall be revocable at any time at the pleasure
  of the holder of the vote executing it, and in the case of the
  Member   it shall terminate automatically upon conveyance by a Mem-
  ber of his Lot.

    III.   MEETINGS OF MEMBERS.

              A.   General Meetings.  A meeting of all Members shall
    be held only at .such time as the Board of Directors proposes the
    following actions:
              1.   Termination of the Declaration     (See   Article   XVI,
    Section 16.3 of the Declaration).

              2.   Amendment of the Declaration (See Article XVI, Sec-
    tion 16.4 of the Declaration).

              3.   Initiation of lawsuits by the        Association    (See
    Article XVI, Section 16.6 of the Declaration).

                 4.   Amendment of the Articles (See Article XVII of    the
    Articles).

              At such time as there are more than 400 Class A Members
    and one of the foregoing matters is before the Association, then
    in such event the Board may determine to hold the meetings by Dis-
    trict, all of which meetings shall be held within a reasonable
    period of time of each other.  In the alternative, written ballots
    may be sent to all members and the matter shall be deemed approved
    if the requisite percentage of all members approve the matter   in
    writing.

               In the event that a meeting is held, at the meeting the
    votes will be cast by secret ballot and all ballots will remain
    sealed until all District meetings have been held.   Thereafter the
    Board will hold a special meeting and the ballots opened, and if
    the percentage of votes is cast for the foregoing, the matter will
    be passed.

              B.   Annual Meetings.  Until the Board designates a Dis-
    trict or until there are more than 400 Class A Members the annual
    meetings will be held for all Class A Members.  Upon the designa-
    tion of a District or the existence of 400 Class A Members, meet-
    ings of all members within a District shall be held at least once
    a year. At such meetings the members within each District shall
    elect the Board of Directors from such District and  conduct such
    other business as the members determine.

              C.   Quorum. A quorum of members at any general or
    annual meeting of members shall consist of at least one-third of
    the members of the class of members.


                                      -2-
                  D.   Notice of Meetings.

              1.   Generally. Written notice of Annual, District or
    Special meetings, sometimes jointly referred to as "Meetings,"
    shall be given by the Secretary or, in the absence of the Secre-
    tary, another officer of the Association, to each Member entitled
    to attend such Meeting unless waived in writing. Notice shall be
    given not more than ten (10) days and not less than ten (10) days
    prior to the meeting.
              2.   Waiver. Any Member may waive notice of any Meeting
I   by delivery of a written waiver to the Secretary.

                   Adjourned Meetings.
                  3.                    If any Meeting cannot be held
    because   a quorum is not present, the Members who are present,
    ~ither in person or by proxy, may adjourn the Meeting from time to
    time until a quorum,   is present, provided however, in adjourning
    such meeting the Members shall determine the date upon which the
    adjourned meeting shall be held.
              E.   Presiding Officer and Minutes. At any Meeting of
    Members, the President, or in his absence, the Vice President,
    shall preside, or in the absence of both, the Members    present
    shall select a chairman of the meeting. Minutes shall be kept in
    a businesslike manner and available for inspection by Directors,
    Members and their authorized representatives.

    IV.   BOARD OF DIRECTORS

             A.    Number of Directors.         The first Board of   Directors
    shall consist of three (3) persons.

              At such time as there are at least 100 Class A votes,
    the number of directors shall       increase to four (4) directors.
    Three directors shall be appointed by the Declarant in the manner
    hereinafter provided. The fourth Director shall be elected by the
    Class A Members as hereinafter provided. At such time as there
    are more than 400 Class A votes, the number of directors shall
    increase to five (5) directors.        Three directors shall     be
    appointed by the Declarant in the manner hereinafter provided.
    The other Directors shall be elected by the Class A Members as
    hereinafter provided.    Thereafter the number of directors may be
    increased or decreased as hereinafter provided.

              B.       Election of Directors.

              1.   From the date of incorporation until there are 100
    Class A Votes the Declarant shall be entitled to appoint all three
    members of the Board of Directors.

              2.   Within thirty (30) days from the time when there
    are 100 Class A votes, an annual election shall be held at which
    all Class A Members shall be entitled to elect one director: the
    Declarant shall continue to be entitled to appoint three directors
    and the number of directors shall be increased to four.

              3. At such time as there are more than 400 Class A
    votes, the Board shall, if it has not previously done so, desig-
    nate two (2) Districts.     The designation of Lots or Dwelling
    Units as a part of a specified District shall be on such basis as
    the Board, in its sole discretion, determines there being no
    requirement that Districts be equal or contiguous. A meeting of
    Class A Members for each District shall be called and each Dis-
    trict shall elect one director. The Declarant shall appoint three
    (3) Directors and the number of directors on the Board shall be
    increased to five (5).




                                       -3-
              4.  Thereafter at such time as a new District shall be
    created the number of Directors shall be increased such that there
    shall be one Director for each District: provided however, until
    the termination of the Class B Membership, the Declarant shall be
    entitled to appoint at least sixty percent of the Directors and
    the number of Directors shall be adjusted to assurp. that the
    Directors appoint~d by the Declarant constitute at least sixty
    percent of the Board.

               s.   In the event that a Class C Membership is desig-
    nated   to create fractional Assessments and votes to multi-fmaily
I   parcels (i.e., parcels where the density of Dwelling Units is
    greater   than four (4) per acre, all Class C Members shall be des-
I   ignated as constituting one (1) District.   The number of Directors
    shall be increased by one (1) and the persons holding the Class C
    Membership shall be entitled to elect one (1) director.

              6.   At such time as there is no longer a Class B Mem-
    bership, then   the number of directors may be adjusted to be the
    same as the number of Districts or to such other number    as the
    Board may determine, provided, however, it is the intent of these
    Bylaws that all Owners within the Property have representation on
    the Board although it is not necessary that all Districts be
    equal.

              7.  Vacancies on the Board may be filled    through the
    unexpired term thereof by the remaining Directors.  Provided, how-
    ever,  if any vacancy on the Board be created  in a directorship
    previously filled by any person appointed by the Declarant, such
    vacancy shall be filled by Declarant appointing by written instru-
    ment delivered   to any officer of the Association, the successor
    director, who shall fill the vacated directorship for the unex-
    pired term thereof. The person appointed by the Board to fill the
    term of a District Director must be an Owner in the District which
    has the vacancy.

              C.   Regular Board Meeting.   Regular meetings of the
    Board may be held at such time and place as shall be determined
    from time to time by a majority of the Directors. Notice of regu-
    lar meetings shall be given to each Director, personally or by
    mail, telephone or telegram, at least seven (7) days prior to the
    day named for such meeting, unless notice is waived.

              D.   Special Meeting.  Special meetings of the Board may
    be called by the President, and must be called by the Secretary at
    the written request of any two of the Directors.    Not less than
    three (3) days' notice of a special' meeting shall be given to each
    Director, personally or by mail,    telephone or telegram, which
    notice shall state the     time, place and purpose of the meeting,
    unless notice is waived.

              E.   Board Minutes. Minutes of all meetings of the
    Board shall be kept     in a businesslike manner and available for
    inspection by Members and Directors during normal business hours
    at the principal office of the Association.

              F.   Waiver of Notice.  Any Director may waive notice of
    a meeting before, at or after the meeting, and such waiver shall
    be deemed equivalent to the giving of notice.

              G.   Quorum.  A quorum at meetings of the Board shall
    consist of the Directors entitled to cast a majority of the votes
    of the entire Board. The acts of the Board approved by a majority
    of the votes present at a meeting at which a quorum is present
    shall constitute the acts of the Board of Directors, except as may
    be specifically otherwise provided in the Articles, these Bylaws
    or the Declaration. If any meeting of the Board cannot be held
    because a quorum is not present, or because the greater percentage


                                    -4-
of the Directors required to constitute a quorum for particular
purposes is not present, wherever the latter percentage of atten-
dance may be required as set forth in the Articles,   these Bylaws
or   the Declaration, the Directors who are present may adjourn the
meeting from time to time until a quorum, or the required percent-
age of attendance     if ;reater than a quorum is present.   ~t any
:djourned meeting any business which might have been transacted at
the meeting as originally called may be transacted without further
notice.

           A Director who is present at a meeting of the Board at
'which action or any corporate matter is taken, shall be presumed
 to have assented to the action taken, unless he votes against such
'action or abstains from voting in respect thereto because of an
 asserted conflict of interest.

           H.   Action without a Meeting. The Board may take any
~ction   which they might take at a meeting of the Board without a
meeting: ?rovided, that a record of all such actions so taken and
approval   thereof,   signed  by each Director, shall be filed and
retained in the minute book of the Association.

          I.   Removal  and Recall.    Directors,   except   those
appointed by the Declarant,      may be removed from office in the
manner provided by law for the removal of Directors of Florida
corporations not .for profit.    Directors may be removed, with or
without cause, by a majority vote of the Members of the District
at a duly constituted meeting.

          J. Presidinq Officer. The presiding officer of meet-
ings of the Board shall be the President of the Association.   In
the absence of the presiding officer, the Directors present shall
designate one of their number to preside.

          K.  Powers.  All of the powers of the Association shall
be exercised by the Board, inclUding those existing under the laws
of Florida, these Bylaws and the Declaration. Such powers shall
be exercised in accordance with the Articles, these Bylaws and the
Declaration, and shall include, without limitation, the right,
power and authority to perform all powers set forth in Article V
of the Articles.

          L.  Duties.   Without limiting any of the foregoing
powers or other duties of the Board elsewhere set forth herein it
shall be the duty of the Board of Directors to:

               1.  Cause to be kept a complete record of all its
acts and corporate affairs and to present a statement thereof to
Members at least annually.

               2.   Supervise all officers, agents and employees of
the Association,    and  to see that their duties are properly per-
formed.

               3.  Fix the amount of the Assessment against each
Lot or ~welling Unit, send written notice thereof to each Member
and to take such remedial action as may be necessary or convenient
to collect such Assessments.

               4. Issue or cause to be issued a certificate
setting forth the status of payment of Assessments for any Lot or
Dwelling Unit.

               5.  Procure and maintain    adequate   liability   and
hazard insurance on the Common Property.

               6.   Cause the Common Property to be maintained.



                                -5-
               7.  Pay all costs of power, water, sewer and   other
utility services rendered to the Common Property and not billed to
the Members individually.

               8.   Pay all taxes and assessments which are liens
against any part of the Property other than Lots or Dwelling Units
and the appurtenances thereto, and assess   the  same against   the
Members and   their   respective Lots and Dwelling Units subject to
such liens.

V.   OFFICERS.

           ~.  Generally.   The Board shall elect a President,  Sec-
retary,    Treasurer,   and   as many Vice Presidents, Assistant
Secretaries and Assistant Treasurers as the Board        shall deem
advisable from time to time.     The President shall be elected from
the Membership of the Board, but no other officer need be a Direc-
tor.    The same person may hold the offices of Secretary and Trea-
surer, or Assistant Secretary or Treasurer, no other     person may
hold more than one office simultaneously. The Board may from time
to time elect such other officers, and designate their powers and
duties,   as the Board may deem necessary to properly manage the
affairs of the Association. Officers may be removed from office by
the Board.                                                        .

          B.  President.  The President shall be the chief execu-
tive officer of the Association.   He shall have all of the powers
and duties which ate usually vested in the office of President of
a  corporation not for    profit, including but not limited to the
power to appoint committees from among the Members  from  time to
time, as he may in his discretion determine appropriate, to assist
in the conduct of the affairs of the Association.  He shall   have
such additional powers as the Board may designate.

          C.  Vice President.  The Vice President shall,   in the
absence or disability of the President, exercise the powers and
perform the duties of President.  He shall also generally assist
the President and exercise     such other powers and perform such
other duties as shall be prescribed by the Board.

           D.  Secretary. The Secretary shall keep the minutes of
all  proceedings of the Board and the Members.   He shall attend to
the affairs of the Association.  He shall have such additional
powers as the Board may designate.   He shall attend to the giving
and serving of all notices to the Members and the Board, and such
other notices as may be required by law.   He shall have custody of
the seal of the Association and  affix   the same   to  instruments
requiring   a seal when duly signed.   He shall keep the records of
the Association, except those of the Treasurer, and shall perform
all other duties incident to the office of Secretary of a corpora-
tion not for profit and as may be required by the   Board and   the
President.    The Assistant Secretary shall perform the duties of
Secretary when the Secretary is absent.

          E.  Treasurer.   The Treasurer shall have custody of all
of the property of the Association including funds, securities and
evidences of indebtedness.   He shall keep the assessment roll and
accounts of the Members; he shall keep the books of the Associa-
tion, in accordance with good accounting practices, and he shall
perform all other duties incident to the office of Treasurer.

           F. Compensation. No compensation shall be paid to any
officer of ~he Association except to reimburse expenses actually
incurred by such officer in performance of his or her duties.
No officer who     is appointed by Queen's Harbour Yacht & Country
Club, Ltd.    shall receive any compensation for his services as an
officer.



                                -6-
          G.   Term.  The officers shall be elected annually by
the Board and-each shall hold office for one (1) year or until a
successor is elected unless he shall sooner resign or shall be
removed or otherwise disqualified to serve.

           H.   Resignation and   Removal.   Any officer may     be
 :emoved fr~m office with or without cause by the Board.  Any offi-
 cer may resign at any time giving written notice to the Board, the
 President or the Secretary.  Such resignation shall take effect on
 the date of receipt of such notice or at any later time specified
 therein, and   unless otherwise specified therein, acceptance of
'such resignation shall not be necessary to make it effective.

          I.   Vacancies.  A vacancy in any office may be filled
by appointment by the Board.       The officer   appointed to such
vacancy shall serve for the remainder of the term of the officer
he replaces.

          J. Committees. The Board may appoint such committees
as it may deem necessary or convenient to assist it in managing
its affairs.

VI.   FISCAL MANAGEMENT.

          The provisions for fiscal management of the Association
set forth in the Declaration and Articles shall be supplemented by
the following provisions.

          A.  Assessment Roll.  The assessment roll shall be main-
tained  in a set of accounting books in which there shall be an
account for each Member and his respective Lot or Dwelling Unit.
Such account shall designate the name and mailing address of the
Member owning each Lot or Dwelling Unit,      the amount of all
Assessments against the Member     and due date thereof, and all
amounts paid, and the balance due upon all Assessments.

           B.  Annual Budget. The Board shall adopt, for,    and   in
advance of,    each fiscal year, a budget for the Property showing
the estimated costs of performing all of the functions of the
Association as    to such Property for the year.    The budget shall
show the total estimated expenses of the     Association for     that
year,   including reserves, and shall contain an itemized breakdown
of the Common Expenses.    Each budget shall also show the propor-
tionate share of the      total  estimated Common Expenses to be
assessed against and collected from the Members and due date(s)
and amounts of installments thereof,     and to the extent applica-
ble, the expenses to be charged against District and the District
Assessment resulting    therefrom. Delivery of a copy of any budget
or amended budget to a Member shall not affect the liability of
any Member    for any such Assessment, nor shall delivery of a copy
of such budget or amended budget be considered as a condition
precedent to    the effectiveness of the budget and Assessments
levied pursuant thereto. Nothing herein contained shall     be con-
strued as a limitation upon Special Assessments in the event that
any budget originally adopted shall appear to be    insufficient to
pay costs and expenses of operation and management, or in the
event of emergencies.

          C.  Notice of Adopted Budgets.  Upon adoption of bud-
gets, the Board shall cause a written copy thereof to be delivered
to all Members.  Assessments shall be made against Members pursu-
ant to procedures established by the Board, and in accordance with
the terms of the Declaration and Articles. Provided, however, that
the  lien or lien rights of the Association shall not be impaired
by failure to comply with procedures established pursuant to these
Bylaws.




                                -7-
          D.  Assessments.   If an Assessment is not made as
required, ~n    Assessment shall be presumed to have been made in
the amount of the last prior Annual Assessment,  and  installments
on such Assessment shall be due upon each installment payment date
until changed by an amended Assessment.  In the event the Annual
or a Cistrict Assessment proves to be insufficient, the budget and
Assessments may be amended at any time by the Board of Directors.

          E.  The Depository. The depository of  the Association
shall be such bank or banks or savings and loan association or
associations as shall be designated from time to    time by the
Directors and   in which the monie·s of the Association shall be
deposited. Withdrawal of monies from such accounts shall be only
by checks or withdrawals signed by such persons as are authorized
~nd may include in its provisions authority for  the Manager   to
sign checks on behalf of the Association for payment of the obli-
gations of the Association.

              F.    Audit. An audit or review of the accounts of the
Association may be made from time to time as directed by the Board
of Di r ec to r s •

          G.  Fidelity Bonds.  Fidelity bonds shall   be required
for the Board and any persons handling or responsible for Associa-
tion funds as the Board of Directors shall direct in an amount to
be determined   by the Board as more fully described in the Arti-
cles. The premiums of said bonds shall be paid by the Associa-
tion.

VII.     PARLIAMENTARY RULES.

          Robert's Rules of Order (latest edition)   shall govern
th~  conduct of the Association's meetings when not in conflict
with the Declaration, Articles of Incorporation or these Bylaws.

VIII.     BOOKS AND RECORDS.

          The books, records and papers of the Association shall
at all   times, during   reasonable business hours, be subject to
inspection by any Member for a proper purpose.   The Declaration,
the Articles of Incorporation and Bylaws of the Association shall
be available for inspection by any Member at the principal office
of the Association, where copies may be purchased at a reasonable
cost.

IX.     ~'1ENDMENTS.


          A.   Requirements. These Bylaws may be amended,    at a
regular or special meeting of the Voting Members, by approval of a
majority of the votes represented by the Voting Members present in
person or by proxy.

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

X.      CERTIFICATION.

        I, the undersigned, de hereby certify:

     THAT I am duly elected and acting secretary of the  Queen's
Harbour Yacht & Country Club Owners Association, Inc., a Florida
not-for-profit corporation, and,

     THAT the foregoing By-laws constitute the original By-laws of
said Association, as dUly adopted at a meeting of the Board of
Directors thereof, held on the E day of August        , 1ge 90




                                  -8-
     IN WITNESS WHEREOF, I have hereunto subscribed my name        and
affixed the seal of said Association this 22 day of _A~u~g~u~s~t     ,
1~ ~O




                         Dated: .   August 22, 1990




LCKBYLQH
                           FIRST AMENDMENT TO THE
                                   BYLAWS
                                     OF
       QlJEEN'S HARBOUR YACHT & COUNTRY CLUB OWNERS ASSOCIATION, INC.
                    A FLORIDA CORPORATION NOT FOR PROFIT

            The undersigned, being the Secretary of Queen's Harbour Yacht & Country Club Owners
     Association, mc.. , a Florida non profit corporation, hereby certifies that the following
     amendments to said Bylaws have been adopted in accordance with Article IX(A) of the Bylaws:

           1      Article IV, Board of Directors, Section A, Number of Directors is hereby
     amended and restated in its entirety as follows:

                  A.    Number of Directors, The Board of Directors shall consist of nine (9)
    persons which number may be increased or decreased by amendment of these bylaws,

          2,     Article IV, Board of Dir'ectors, Section B, Election of Dir'ectors,        IS   hereby
    amended and restated in its entirety as follows:

                   B,      Election of Dir'ectors

•                         1,      Method of Election of Directors Votes cast for persons nominated
    for election to the Board of Directors shall be by written ballot as hereinafter provided, No
    cumulative voting shall be permitted.,

                           2.,    Election Procedure,

                       .-<         (a)     An election of the Board of Dir'ectors shall not be valid
    unless at least ten (10%) percent of the total eligible Members cast ballotsfuthe election . . The
    members of the Board of Dir'ectors shall be elected by plurality vote from the votes cast by all
    Members, The candidate for each position that receives the most votes shall be deemed el~ted,
    If the Board of Dir'ectors hereafter establishes mOle than one District, the Board may amend the
    provisions of these bylaws to implement such additional Districts,

                               (b)     The first election held after the adoption of this
    Amendment shall be fm nine (9) Directors, whose terms shall be as set forth below

                                  (c)    At the first election held after the adoption of these
    amended bylaws, there shall be three (3) groups of Directors: those elected for three (3) years,
    two (2) years and one (1) year Group I shall be the three candidates receiving the highest
    number of votes and shall be seated for a term ending at the third annual meeting of the Members
    occurring after adoption of these amended Bylaws, Group II shall be the thr'ee candidates
    receiving the next highest number of votes and shall be seated for a term ending at the second
    annual meeting of the Members occurring after adoption of these amended Bylaws" Group ill
    shall be the remaining three candidates and shall be seated for a term ending at the first armual
    meeting of the Members occurring after adoption of these amended Bylaws" Any tie votes shall
 be determined by toss of a coin.. Each year after the fust election held after the adoption of these
 amended Bylaws, the three Directors elected shall serve a three (3) year terID. Each director
 shall hold office until his successor shall have been duly elected or appointed and qualified.

                3      Nominating Committee; Voting Procedure..

                       (a)    The first election held after the adoption of these amended Bylaws
shall take place at a meeting of the Members at a time set by the Board of Directors which shall
not be later than 180 days after adoption of these amended Bylaws.. Thereafter, elections of
Board Members shall take place at the annual meeting of Members A nominating committee,
appointed by the Board at least seventy five (75) days prior to the Annual Meeting (the
"Nominating Committee") shall endeavor to solicit and nominate qualified candidates to serve as
Directors.

                       (b)      The Nominating Committee shall make as many nominations for
election to the Board of Directors as it shall, in its discretion determine.. Within. forty-five (45)
days prior to the date of the aIffiual meeting of Members, the Nominating Committee shall notify
the Secretary of the names of the candidates nominated for election to the Board of Directors
Such nominations shall be made from among Members whose assessments ar'e current
Nominations may also be made by petition signed by at least 10 Members whose assessments are
CUlrent provided such nominating petition is received by the Nominating Committee at least fifty
(50) days before the annual meeting. Nominations not meeting the foregoing requirements will
not be accepted..

                       (c)    Members of the Board of Directors elected at the first election held
after adoption ofthis amendment to the Bylaws and thereafter shall not be entitled to serve more
than two full consecutive three-year terms. Notwithstanding, a Director appointed to fill an
unexpired term shall not be disqualified frOID being elected to one or two consecutive full terms

               4       Ballots.

                       (a)    All elections to the Board of Dir'ectors shall be made on written
ballots which shall (a) describe the vacancies to be filled and (b) set forth the names of those
nominated by the Nominating Committee for such vacancies. Such ballots shall be prepared and
mailed with a self-addressed, stamped return envelope:: by the Secretary or his delegee, to the
Members at least fourteen (14) days in advance of the date set forth therein for a return Upon
receipt of such ballots Members may, in respect to each vacancy, cast as many votes for the
persons nominated as they are entitled to exercise under the provisions of the Articles of
Incorporation and these Bylaws..

                       (b)      Upon receipt of each ballot the Secretary, or his delegee, shall
immediately place it in a safe or other locked place until the date set for the counting of such
ballots. On the day the ballots will be counted the ballots shall be turned over to a cOffiII1ittee
that shall consist of five (5) members appointed by the Board of Directors
                5.     Vacancies.. Vacancies on the Board may be filled tluough the unexpired
 term thereof by the remaining Directors .

        .3       Article IX, Amendments, Section"', Requirements, is hereby amended and
restated in its entirety as follows:


                                                                                      Y@j~~~~~.s
                 an amendment to these bylaws is              notice of the meeting at wllleh· the
proposed amendment will be considered must be given to each Member in the manner required
by Florida Statutes Section 720.303 or other applicable Florida law.

          4.   All other terms and conditions of the Bylaws remain in full force and effect.

          5    The number of votes cast by the Voting Members was sufficient to amend the
Bylaws

               The effective date of this amendment is "J:ft'.5t.i~ 3P ,2003


                                                    Queen's Harbour Yacht & Country Club
                                                    Owners Association, Inc.

                                                    BY~~-J,& G-
                                                     £7i.M<7<' ;;;;;;A.o;, Its ~cretary
                                                            (Corporate Seal)

AXF4117
               Li:";iJJ~             C:t!..~!'~':;~'~ KAN:~, :~.ttO!"~!~:'
               ~.   ':' : ..   : :. . ". ~:".': ....
                                                     o. .... :'~' ...
               ~   .   ""   .... "." .
                                          : . . " ""   0




               2000            jN.,£f~H~:'i;T              ~i~~ ...•':':

               .IIACKSON'iltLE. fi.ORiD:\ ~z;:c2FFIC1Al                           RECORDS
               QUEEN'S HARBOUR YACHT & COUNTRY CLUBO                              .
                          DECLARATION OF
         COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS
           THIS DECLARATION, made on the date hereinafter set
 forth by QUEEN'S HARBOUR YACHT & COUNTRY CLUB, LTD., a Florida
 limited partnership (hereinafter referred to as "Declarant").

                                              WIT N E SSE T H :
          WHEREAS, Declarant is the owner of certain property in
Jacksonville, County of Duval, State of Florida, which is more
particularly described on Exhibit A attached hereto and made a
part hereof and is the owner or has an option to purchase the
lands described in Exhibit B attached hereto and made a part
hereof.
            WHEREAS, Declarant desires to provide for   the orderly
  development of the land described on Exhibit A ("Property") and
. so much of the land described in Exhibit B ("Additional Prop-
  erty") as may be from time to time subjected to this Declaration,
  to assure high quality standards for       the construction and
  improvement of the Property and to promote the quality of life
  for the residents of the Property. Dwellings within the Property
  may be of different styles including without limitation, detached
  residences, patio homes, dwellings with one or more common walls,
  townhomes, condominiums, all of which shall be developed and
 maintained as a part of a residential development of superior
  quality, architectural design and condition.

          WHEREAS that Declarant deems it desirable to create a
not-for-profit association to manage the Property. The Associa-
tion, as hereinafter defined, shall own, operate, maintain and
administer all the Common aroperty, as hereinafter defined, and
shall administer and enforce the covenants, conditions, restric-
tions, limitations and easements set forth herein. The Associa-
tion shall collect and disburse the assessments to pay for the
foregoing services in the manner as set forth hereinafter.

          WHEREAS, the Declarant intends to develop certain rec-
reational facilities including, without limitation,       a golf
course, club house, swimming pool and tennis amenities (jointly
referred to herein as "Club Facilities") on land adjacent to the
Property which facilities will be available for use by the club
members and such Owners who from time to time determine to join
the Queen's Harbour Yacht & CountrY.Club. Club Facilities are
presently owned by the Declarant but may be transferred as here-
inafter set forth and shall be subject to such use restrictions
as the Owner of the Club Facilities from time to time may deter-
mine.

          NOW, THEREFORE, Declarant hereby declares that all of
the land described on Exhibit A attached hereto and made a part
hereof ("Property") shall be held, sold and conveyed subject to
the following easements, restrictions, covenants, and conditions,
which are for the purpose of protecting the value and desirabil-
ity of, and which shall run with the Property and be binding on
all parties having any right, title or interest in the Property
or any part thereof, their heirs, successors and assigns, and
shall inure to the benefit of each Owner thereof.

                                                                      ARTICLE I

                                                                  DEFINITIONS

           Section 1.1.  "Additional Property" shall mean and
refer to any land which is adjacent or contiguous with the Prop-
erty including, without limitation, the land described in Exhibit
B attached hereto and made a part hereof or, which is located
such that if such land is annexed to the Declaration by the
Declarant, or its successors or assigns, it shall form an inte-
grated community with the Property.    Declarant may annex the
Additional
                                                    VOL 68 I I PGO 65 ,
                                                     OfFICIAL RECORDS
Property by recording in the public records a supplemental decla-
ration subjecting such Additional Property to the covenants and
conditions of this Declaration in the manner hereinafter set
forth. Provided, however, until such Additional Property is sub-
jected to the Declaration, this Declaration shall not constitute
a lien, encumbrance or defect on the title thereof.

          Section 1.2. "Articles" shall mean and refer to the
Articles of Incorporation of the Association as amended from time
to time.
           Section 1.3. "Association" shall mean and refer to the
,Queen's Harbour Yacht & Country Club Owners Association, Inc., a·
 Florida not-for-profit corporation, its successors and assigns.

          Section 1. 4. "Bylaws" shall mean and refer           to   the
ylaws of the Association as amended from time to time.
          Section 1.5. "Club Facilities" shall mean and refer to
those recreational facilities and appurtenances thereto owned by
the Declarant, its successors and assigns, which are from time to
time designated as a part of Queen's Harbour Yacht & Country
Club, including without limitation the club house, the eighteen
(18) hole golf course with related golf cart storage and mainte-
nance facilities, tennis courts and related facilities and
swimming pool with ,cabana area.

          Section 1. 6. "Common Expenses" shall mean and refer to
those items of expense for which the Association is or may be
responsible under this Declaration and those additional items of
expense approved by the Board of Directors in the manner set
forth in the Declaration, the Articles or the Bylaws.
          Section 1. 7.  "Common Property" shall mean and refer to
those tracts of land which are deeded to the Association and such
improvements thereon as are specifically conveyed to the Associa-
tion. The term "Common Property" shall also include any personal
property acquired by the Association, as well as certain areas
within the Property designed for maintenance responsibility
which the Association is herein obligated to maintain,    notwith-
standing that it may not own the underlying fee simple title.
All Common Property is to be devoted to and intended for the com-
mon use and benefit of the Owners and their guests, lessees or
invitees and the visiting general public (to the extent permitted
by the Board of Directors of the Association) subject to any
operating rules adopted by the Association and sUbject to any use
rights made or reserved by Declarant prior to conveyance of such
Common Property and subject to any and all Permits. Common Prop-
erty shall not include the facilities which are designated a part
of the Club Facilities.

          Section 1.8. "Common Roads" shall mean and refer to
the roads depicted on any plat of the Property which provide
ingress and egress to a Lot or Dwelling Unit.   The Common Roads
shall be conveyed to the Association upon completion and thereaf-
ter maintained by the Association and accordingly unless specifi-
cally set forth to the contrary, references to Common Property
shall mean and include the Common Roads.

          Section 1.9.   "County" shall mean and   refer   to    Duval
County, Florida.

          Section 1.10. "Declarant" shall mean and refer to
Queen's Barbour Yacht and Country Club, Ltd., a Florida limited
partnership, its successors and assigns, if such successors or
assigns should acquire more than one undeveloped Lot or parcel of
Property from the Declarant for the purpose of development and
resale to an Owner who will reside therein and provided that such
rights of the Declarant are specifically assigned to          the


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                                           VOL68 I I 'Pb0652
                                            OFFICIAL RECORDS
successor or assign and such successor or assign shall specifi-
cally assume the obligations of Declarant under the Declaration,
Articles and Bylaws.     Declarant may assign all or part of its
rights in the manner and to the extent set forth in the assign-
ment.

           Section 1.11.  "Declaration" shall mean and refer to
 this Queen's Harbour Yacht & Country Club Declaration of Cove-
 nants, Conditions, Restrictions and Easements applicable to the
 Property as it may be amended or supplemented from time to time.

           Section 1.12. "District" shall mean and refer to sepa-
~ately   designated group of Lots or Dwelling Units and the Owners
 thereof which constitute a separately developed residential area
 representing a political unit for the purpose of electing members
 of the Board of Directors and which may have certain additional
 rights and obligations.      Districts shall not be required to be
 equal in population and a District may be           comprised   of
 non-contiguous property.     The Declarant may, at any time, and
,from time to time until   termination of Class "B" membership,
 establish or reestablish the boundaries of a District which modi-
 fication shall be evidenced in the minute book of the Associa-
 tion.    After termination of the Class "B" membership, the Board
 of Directors, by a two-thirds vote, may modify and amend the Dis-
 tr ict boundar ies which amendment or modification shall be set
 forth in the minute' book of the Association.   Any change of Dis-
 trict boundaries shall not constitute an amendment to the Decla-
 ration.

          Section 1.13.  "Dwelling Unit" shall mean and refer to
any single family residential dwelling constructed or to be con-
structed on or within a Lot, whether detached or attached, or a
condominium unit.

          Section 1.14.  "Lot" shall mean and refer to any plot
of land shown upon any recorded subdivision plat of the Property.

          Section 1.15.  "Member" shall mean and refer to those
persons entitled to Class "A" or "B" Membership in the Associa-
tion as provided in the Declaration and Articles.

          Section 1.16.  "Mortgagee" shall mean and refer to any
institutional holder of a first mortgage encumbering a portion of
the Property as security for the performance of an obligation; a
holder of a mortgage securing funds for the construction or
development of the Property; an ins~ror or guarantor of such
mortgage, including without limitation, the Veterans Administra-
tion ("VA") or Federal Housing Administration ("FHA") and/or a
purchaser of such mortgages in the secondary market including
without limitation, Federal     National   Mortgage   Association
("FNMA") and Governmental National Mortgage Assocation ("GNMA");
and the Declarant, if it is holding a first mortgage on any por-
tion of the Property.

          Section 1.17. "Owner" shall mean and refer      to the
record owner, whether one or more persons or entities, of a fee
simple title to any Lot or Dwelling Unit, which is a part of the
Property, inclUding contract sellers, but excluding those having
such interest merely as security for the performance of an obli-
gation.

          Section 1.18. "Permits" shall mean and refer to the
permits, easements and other approvals secured by various govern-
mental agencies and regulatory bodies which govern the develop-
ment of the Property, inclUding, without limitation, the Permits
issued by the Florida Department of Environmental RegUlation,
Florida Department of Natural Resources, the St. Johns River
Water Management District, the Army Corps of Engineers, the US
Coast Guard and Florida Department of Transportation.


                               -3-
                                               OFFICIAL RECORDS
          Section 1.19. "Property" shall mean and refer to that
certain real property described in Exhibit A together with
improvements thereon, (except such improvements the title of
which are reserved by the Declarant or its assignees), and such
portions of the Additional Property as may hereafter be brought
within the jurisdiction of the Declaration by annexation.

           Section 1.20. "PUD Ordinance" shall mean and refer to
 that certain Ordinance Number 85-35      approved by the City of
Jacksonville setting forth certain development criteria and obli-
,gations governing the development of the Property as such ordi-
 nance may be modified from time to time.
                            ARTICLE II

                      COMMON PROPERTY RIGHTS

           Section 2.1. Owners' Common Property Easements.   Sub-
ject    to the provisions of the Declaration, the Permits, the
rules and regulations of the Association, and any prior use
rights    granted or reserved in the Common Property, every
Owner(s), their successors and assigns and their families     and
every guest, tenant, and invitee of such Owner(s) are hereby
granted a right and easement of ingress and egress and use in and
to Common Property which shall be appurtenant to and shall pass
with the title to every Lot and Dwelling Unit, sUbject to the
following provisions:
          (a) The right of the Association to suspend the voting
rights of an Owner for any period during which any Assessment (as
hereinafter defined) against his Lot or Dwelling Unit remains
unpaid1 and for a period, not to exceed 60 days, for any infrac-
tion of its published rules and regulations. In no event may the
Association deny an Owner the use of the entrance areas or pri-
vate roads or cul-de-sacs, if any, so as to prohibit ingress and
egress to his Lot or Dwelling Uriit or to deny utility service.

          (b) The right of the Board of Directors, without fur-
ther consent from Owners or their Mortgagees, to dedicate, trans-
fer or grant an easement over all or any part of the Common Prop-
erty to any public agency, authority or utility company for the
purpose of providing utility or cable television service to the
Property and the right of the Board to acquire, extend, termi-
nate or abandon such easement.

          (c) The right of the Association to sell, conveyor
transfer the Common Property or any' portion thereof to any third
party other than those described in Subsection (b)  for such pur-
poses and subject to such conditions as may be approved by a
two-thirds vote of the Board of Directors sUbject to the require-
ments of the Permits.

          (d) The right of the Board of Directors to adopt rea-
sonable   rules and regulations pertaining to the use of the Com-
mon Property.

          (e) The right of the Declarant or the Association to
authorize other persons to enter upon or use the Common Property
for uses not inconsistent with the Owners' rights therein.

          (f) The right of the Association to mortgage any or
all of the Common Property for the purpose of improvement or
repair of the Common Property subject to the approval of
two-thirds (2/3) of the Board of Directors.

          Section 2.2. Delegation of Use.   Any Owner may dele-
gate   his right of enjoyment to the Common Property to the mem-
bers of his family, his tenants, guests and invitees or contract
purchasers who occupy the Dwelling Unit within the Property.


                              -4-
                                                  VOL68   1'1   FGO 6 5l~

                                                   OFFICIAL RECORDS
           Section 2.3. Owners' Common Road Easements. It is spe-
 cifically acknowledged that the Common Roads will be conveyed by
 the Declarant to the Association free and clear of all liens,
 except taxes, matters of record prior to the conveyance and
 except Declarant's reserved easement for ingress and egress and
 Declarant's reserved right, but not obligation, to install all
 utilities, street lighting and signage,   including without limi-
 tation, cable television in the road right of way.   Each Owner of
 a Lot or Dwelling Unit, his succcessors and assigns, domestic
 help, guests, invitees, delivery, pickup and fire protection ser-
 vices, police and other authorities of the law, United States
'mail carriers, representatives of utilities serving the Property,
,Mortgagees and such other persons as the Declarant and/or the
 Association shall designate, are hereby granted a perpetual
 non-exclusive easement for ingress and egress over the Common
 Roads.

           The Declarant and the Association shall have the
 unrestricted and absolute right, but not obligation, to deny
 ingress to any person who, in the opinion of the Declarant or the
Association, may create or participate in a disturbance or nui-
sance on any part of the Property; provided that, the Declarant
or Association shall not deny an Owner or Mortgagee the right of
ingress and egress or right to obtain utility services to any
portion of the      Property owned by such Owner or Mortgagee. The
Declarant and the Association shall have (a) the right to adopt
reasonable rules and regulations pertaining to the use of the
Common Roads, (b) the right, but no obligation, from time to
time, to control and regulate all types of traffic on the Common
Roads, including the installation of gatehouses and gate systems,
if the Declarant or Association so elects. The Declarant and the
Association shall have the right but no obligation to control
speeding and impose speeding fines to be collected by the Associ-
ation in the manner provided for Assessments and to prohibit use
of the Common Roads by traffic or vehicles (including without
limitation, motorcycles,   "go-carts", three wheeled vehicles),
which in the opinion of Declarant or the Association would or
might result in damage to the Common Roads or create a nuisance
for   the residents, (c) the right, but no obligation, to control
and prohibit parking on all or any part of the Common Roads, and
(d)    the right, but no obligation, to remove or require the
removal of any fence, wall, hedge, shrub, bush, tree or other
thing, natural or artificial Which is placed or located on the
Property, if the location of the same will in the opinion of the
Declarant or the Association obstruct the vision of a motorist.
          The Declarant reserves the" sole and absolute right at
any time to ded icate a Common Road for publ ic use and to
redesignate, relocate, or close any part of the Common Roads
without the consent or joinder of any Owner or Mortgagee so long
as no Owner or his Mortgagee is denied reasonable access from
his   Lot   or Dwelling Unit     to a public roadway by such
redesignation, relocation or closure.   In such event, the   fore-
going easement over the Common Road shall be automatically ter-
minated and, if necessary, the Association shall     reconvey the
Common Road at the request of the Declarant.

          Section 2.4. Conveyance of Common Property. The Com-
mon Roads shall be conveyed to the Association as provided above,
the Declarant may convey the Common Property to the Association
at such time as all the planned improvements, if any, are com-
plete and in the event the Common Property is unimproved at such
time as the Declarant determines, but in all events no later than
the time of termination of the Class B membership. Such convey-
ance shall be subject to easements and restrictions of record,
the Permits and free and clear of all liens except taxes and mat-
ters of record prior to conveyance. The Declarant may reserve
certain rights to itself for use of the Common Property and/or
Common Roads.    The Declarant may terminate the designation of


                               -5-
                                             VOL 68 f   , P60 b 55
                                              OFFICIAL RECORDS
land as Common Property without consent or joinder of any Owner
or Mortgagee.    Upon conveyance of the Common Property to the
Association, such Common Property shall be held for the benefit
of the Association and its Members.
                            ARTICLE III

                STRUCTURE, POWERS, AND DUTIES OF,
                 MEMBERSHIP AND VOTING RIGHTS IN,
                         THE ASSOC IATION

           Section 3.1.   Association.   The Association is the
'not-for-profit corporation charged with the duties and vested
 with the powers set forth in the         Florida   Statutes   for
 not-for-profit corporations and set forth in the Articles of
 Incorporation, Bylaws and this Declaration. A Board of Directors
 of the Association, and officers, elected as provided in the
 Articles and Bylaws, shall conduct the affairs of the Association
 in accordance with the Declaration, Articles and Bylaws.

          Section 3.2.    Qualification for Membership:    Every
Owner of a Lot or Dwelling Unit which is subject to this Declara-
tion and the Declarant shall be a Member of the Association.·
Membership shall be appurtenant to and may not be separated from
ownership of any Lot or Dwelling Unit which is subject to this
Declaration.       .

          Section 3.3. Classes of Membership and Voting Rights:
The   Association shall have two classes of voting membership:

          (a) Class A Members shall be all Owners of         Lots or
Dwelling Units, with the exception of the Declarant.          Class A
Members shall be entitled to one vote for each Lot or        Dwelling
Unit owned.    Once a Class A Member has constructed a       Dwelling
Unit on a Lot, the vote associated with the Lot shall        then be
associated with the Dwelling Unit.

          (b) Class B Member shall be the Declarant who shall be
entitled to ten votes for each Lot or Owelling Unit approved by
the PUD Ordinance which has not been conveyed to a Class A Mem-
ber.   The Class B membership shall cease upon the happening of
the first of the following events to occur:

               (i) when the total of the votes held by the Class
A Membership equals total vote for the Class B Member;

               (ii)   twenty-five years from the date of recording
this Declaration;

               (iii) when Declarant, in its sole         discretion,
elects to transfer control to the Class A Members.

          Section 3.4. Approval by Voting.     Whenever in this
Declaration a proposed action or issue must be approved by a
specified percentage of the vote of the Members of the Associa-
tion such approval may be obtained by:

          (a) the specified percentage of Members of each class
of Members casting their respective votes to approve such action
or issue in person or by proxy at duly noticed and constituted
meeting of the Members at which a quorum is present, or

          (b)  the specified percentage of Members of each class
of Members holding all votes giving the approval by written con-
sent to approve the action or issue.

          To the extent that a meeting of all Members is imprac-
tical then meetings may take place in Distr icts in the manner set
forth in the Bylaws and the total of votes of each meeting shall
be calculated as set forth in the Bylaws.


                               -6-
                                                      ·   .
                                                 vOl68 , I PGD 656
                                                  OFFICIAL RECORDS
                            ARTICLE IV

               COVENANT FOR MAINTENANCE ASSESSMENTS

          Section 4.1.    Creation of the Lien and      Personal
Obligation of Assessments. The Declarant, for each Lot or Dwell-
ing Unit owned within the Property, hereby covenants, and each
Owner of any Lot or Dwelling Unit by acceptance of a deed there-
for, whether or not it shall be so expressed in such deed,    is'
deemed to covenant and agree to pay to the Association:

           (a) Annual Assessments which are herein defined as
 those funds regularly collected from Owners of Lots or Dwelling
,Units in the Property for the improvement, maintenance and repair
 of the Common Property, for the operation and administration of
 the Association, for the establishment of a maintenance, repair
 and reserve account for the payment of taxes and insurance on the
 Common Property and for such other purposes and obligations of
 the Association as are required hereunder or permitted in this
 Declaration, the Articles or the Bylaws.

          (b) Special Assessments which are herein defined as
those funds which are established and assessed from Owners for
expenses incurred which affect all Owners on a limited or special
basis   or maybe assessed against specified Owner(s) for failure
to comply with the terms and conditions of this Declaration.

          (c) District Assessments are herein defined as those
funds which are established and assessed from Owners within a
specific District for whom special maintenance services are per-
formed  by the Association which primarily benefit the Owners
within the District.

          The Annual, Special and District    Assessments,  (some-
times jointly referred to herein as "Assessments") together with
interest, costs, and reasonable 'attorney's fees, are a charge on
the Lot or Dwelling Unit and shall be a continuing lien upon the
Lot or Dwelling Unit against which each such Assessment is made.
Each such Assessment, together with interest, costs, and reason-
able attorney's fees, shall also be the personal obligation of
the person who was the Owner of such Lot or Dwelling Unit at the
time when the Assessment fell due. The personal obligation for
delinquent Assessments shall be the joint obligation of the
grantor and grantee under a deed, without affecting the grantee's
right to recover    the grantor's share from the grantor. There
snaIl be no diminution or abatement of any Assessment based upon
any alleged failure of the Association to perform some function
required of it, or any alleged negligent or wrongful acts of the
Association,   its officers, agents or employees or based upon an
Owner's abandonment or non use of the Lot or Dwelling Unit or
Common Proper ty.

          Section 4.2.    Annual Assessments.    The    Board of
Directors shall have the right, power and authority, during any
fiscal year, to set or increase the Annual Assessment for     the
purpose of meeting the Common Expenses on a current basis.

          The Annual Assessment shall be computed on an equal
basis for Lots and Dwelling Units.      Provided, however, to the
extent that certain mUlti-family parcels are developed at a den-
sity of greater than four units per acre, then the Dwelling Units
in such parcels may be deemed fractional units both with respect
to any Assessment and votes, all as more fully set forth in the
Supplemental Declaration subjecting such Dwelling Units to    this
Declaration. Once a Dwelling Unit is constructed upon a Lot it
shall be considered a Dwelling Unit and subject to restrictions
contained herein for Lots and Dwelling Units except that the
Owner of a Lot with a Dwelling Unit constructed thereon shall   be
counted only once in computing the Annual Assessment and shall
have only one vote.


                               -7-
                                                      VOL-6'SII PSG 657
                                                       OFFICIAL RECORDS
           Section 4.3.   Special Assessments.
           (a)  In addition to the Annual Assessments authorized
above,  the Association may levy, in any fiscal year, a Special
Assessment applicable to that year only for the purpose of
defraying,   in whole or in part, the cost of any construction,
reconstruction, repair or replacement of a capital improvement
upon the Common Property, including fixtures and personal prop-
erty related thereto, provided that any such Special Assessment
shall have the approval of two-thirds (2/3) majority vote of the
~oard unless the   Special Assessment is required due to the inad-
equacy of the insurance proceeds to cover the cost of a repair to
Common Property (See Section 9.1) wherein no approval shall be
required.

            (b) In the event that an Owner fails to maintain his
 Lot or Dwelling Unit and any appurtenant improvements as required
 herein or in any other manner violates the terms and conditions
 of this Declaration,       the Association may give written notice
,specifying such failure or violation to the Owner and if the
 Owner fails to correct such unperformed maintenance or the viola-
 tion within ten (10) days from the Association's written notice,
 the Association may perform such maintenance and the cost of such
 shall constitute a Special Assessment for which a claim of lien
 may be filed and en~orced.
          Section 4.4. District Assessments. The Declarant, for
so long as it is a Class B Member of the Association and thereaf-
t~r, the Board,  may designate specified Lots or Dwelling Units
as a District for     the purpose of operating and maintaining
specified improvements on the Common Property which primarily
serve such Owners. The cost of such operation and maintenance to
be paid by the Owners in the District and it shall be deemed a
District Assessment.    Unless specifically set forth to the con-
trary, District Assessments shall be payable at the same time as
the Annual Assessments.

          Section 4.5. Uniform Rate of Assessment. Both Annual
Assessments and Special Assessments, except those for failure to
maintain as set forth in Subsection 4.3(b), must be fixed at a
uniform rate for all Lots and Dwelling Units in a class and any
increase must be applied uniformly for all classes.     District
Assessments shall be paid at a uniform rate for all Lots within
the District.

          All portions of the Property dedicated         to,  and
accepted by, a local public authority or utility company and
serving a public use, all portions of the Property owned by a
charitable or non-profit organization exempt from ad valorem tax-
ation by the laws of the State of Florida, the Common Property
and portions of the Property owned by the Declarant for which
there is no recorded plat shall be exempt from the Assessment
created herein, except no Lot on which a Dwelling Unit is com-
pleted and occupied as a residence shall be exempt from Assess-
ments.

          Section 4.6.     Date   of   Commencement   of   Annual
Assessments: Due Dates.      A Lot shall be deemed substantially
complete and subject to Assessments when the Common Roads neces-
sary to provide access to a particular Lot have been constructed
and utilities for use of Owner are in place. With respect to any
Lots which are conveyed with the Dwelling Unit complete, the
Annual Assessment shall commence upon conveyance of the Dwelling
Unit to a third party purchaser.     Provided, however, that Lots
owned by the Declarant shall be exempt from Assessments and to
the extent that a successor developer or builder owns Lots upon
which it intends to construct Dwelling Units for purchase by a
third party, the Assessments for those Dwelling units will not
commence until conveyance of the Dwelling Units to the third


                                -8-
party purchaser or three     (3) years from th~~~iL~~ the
successor developer or builder acquires title ~6~e ·rot which-
ever first occurs.    The Board of Directors shall fix the amount
of the Annual Assessment against each Lot or Dwelling Unit     at
least thirty (30) days in advance of each Annual Assessment
period.   The Annual Assessment is due on the first day of
January but may be payable monthly, quarterly or annually and the
due date for payment shall be the first day of such payment
period unless specifically changed by the Board of Directors.

          Section 4.7. Association Certificate. The Association
shall, upon demand, and for a reasonable charge, furnish a cer-
tificate signed by an officer of the Association setting forth
whether the Assessments for a specified Lot or Dwelling Unit have
been paid. A properly executed certificate of the Association as
to the status of Assessments on a Lot or Dwelling Unit is binding
upon the Association as of the date of its issuance.
           Section 4.8.   Effect of Nonpayment of Assessments:
'Remedies of the Association.      Any Assessment not paid within
 thirty (30) days after the due date shall bear interest   at the
 rate of eighteen percent (18%) per annum from the due date.
 The Association may bring an action at law against the Owner per-
 sonally obligated to pay the same, or foreclose the lien against
 the Lot or Dwelling Unit or may do both.   Costs and reasonable
 attorney's fees incurred in any such action may be awarded to the
 prevailing party.

           Section 4.9. Subordination of the Lien to   Mortgages.
The lien of the Assessments provided for herein shall be subordi-
nate to the lien of any first mortgage held by a Mortgagee or any
mortgage made by Declarant for the purpose of acquisition, devel-
opment or construction of the Property. Sale or transfer of any
Lot or Dwelling Unit shall not affect the Assessment lien. How-
ever, the sale or transfer of any Lot or Dwelling Unit   pursuant
to mortgage foreclosure or any proceeding in lieu thereof, shall
extinguish the lien of such Assessments as to payments which
became due prior to such sale or transfer. No sale or transfer
shall relieve such Lot from liability for any Assessment thereaf-
ter becoming due or from the lien thereof. Any such delinquent
Assessments which were extinquished pursuant to the foregoing may
be reallocated and assessed against all of the Lots or Dwelling
Units as part of the annual budget.
          Section 4.10.   Budget.

          (a) The fiscal year for the Association shall   be   the
calendar year commencing on January I of each year.

          (b) The initial bUdget shall be established by the
Declarant and the initial annual assessment for each Lot for fis-
cal year 1990 shall be $960.00 and shall be based upon estimates
the Declarant can establish using the financial data of similar
properties.

          (c) Commencing approximately one month before the
expiration of each budget year, the Board of Directors shall
adopt a budget for the next fiscal year based upon the actual
expenditures of the Association in the previous fiscal years
including, without limitation, expenses for wages, employee bene-
fits, materials, insurance premiums, services, supplies and for
the reserves as set forth below. Upon adoption by the Board such
budget shall be in effect for the fiscal year and each Owner
shall pay its pro rata share of the Annual Assessment as set
forth in such budget. Provided, however, no budget which results
in Annual Assessments for each Lot or Dwelling Unit which exceeds
one hundred and twenty five percent (125%) of the prior year's
Annual Assessment shall be adopted unless approved by two thirds
of the Members of the Board.


                               -9-
                                                     vo~ 68 I   i (GO 659
                                                      OFfiCIAL RECORDS
          (d) The Board shall establish and maintain an adequate
reserve fund for the periodic maintenance, repair and replacement
of improvements to the Common Property and a reserve for working
capital and contingencies. This reserve fund shall constitute a
portion of the annual budget. In addition, the Board of Direc-
tors may establish reserve funds from the Annual Assessments to
be held in reserve in an interest bearing account for:
                  (i)   major rehabilitation or major repairs;

                   (ii) for emergency and other repairs required as
a     result of storm, fire, mutual disaster or other casualty loss;
and
               (iii)  initial cost of any new service to be         per-
formed by the Association.
           (e) The failure or delay of the Board to prepare or
 adopt the annual budget for any fiscal year or to send written
'notice of the budget shall not constitute a waiver or release in
 any manner of the Owner's obligation to pay any Assessment as
 herein provided, whenever the same shall be determined or notice
 sent.    In the absence of an annual budget or written notice,
 each Owner shall continue to pay the Assessment as established
 for the previous year.

          Section 4.11.  Fidel i ty Bond s. The Assoc ia tion shall
obtain and maintain blanket fidelity bonds for anyone who either
handles or is responsible for funds held or administered by the
Association, whether or not such person received compensation for
such services. The Association shall be the obligee under such
bonds and the premiums shall be paid as a part of the Common
Expenses of the Association. In the event that a management
agent handles the funds of the Association, such agent shall also
provide the same coverage required of the Association. The Asso-
ciation shall be named as an additional obligee in the management
agent's bond.

          The fidelity bond should cover the maximum funds that
will be in the custody of the Association or its management agent
at any time the bond is in force which shall be at the mlnlmum
equal to three (3) months assessments for all Lots plus the
amount of reserves. The bonds must provide for ten (10) days
written notice of cancellation to the Association and to each
Mortgagee who requests such notice.

          The foregoing bonding requirements are contained in
this Declaration for the purpose of compliance with the require-
ments of certain Mortgagees.      Should such coverage     become
unobtainable, so expensive as to be impractical     or such Mort-
gagees modify their requirements the Board may, in its discre-
tion, make such modifications or terminate the fidelity bonds as
the Board, using its business judgment, deems prudent and reason-
able.

          4.12 Lagoon Lot District Assessment.   The Lots which
abut the Lagoon System (as hereinafter defined) are subject to a
District Assessment as a partial offset of the cost of main-
taining the Lagoon System.      It is understood and acknowledged
that the Lagoon System benefits the Property and Additional Prop-
erty and accordingly, a portion of the cost thereof is included
in the Annual Assessment. Provided however, the Owners of Lots
abutting the Lagoon System receive additional benefits and
accordingly, a District Assessment shall be assessed against such
Lots.   The initial District Assessment shall be $20.00 per lot
per month, subject to adjustment as provided in Section 4.l0(c}.




                                 -10-
                                                       vot 68 I i   P6Q 660

                                                         OFF1CIAl RECORDS
                                   ARTICLE V
                             ARCHITECTURAL CONTROL
           Section 5.1.   General Provisions.    No construction,
 modification, or alteration of any improvement shall be made on
 any Lot and no Dwelling Unit, other than those .erected by the
 Declarant, constructed, commenced, erected or maintained upon the
 Property, until the plans and specifications showing the nature,
 kind, shape, height, color, materials, and location of the same
Ishall have been submitted to and approved in writing as to har-
 mony of external design and location in relation to surrounding
'structures and topography by the Architectural Review Board
 ("ARB"). Improvements or modifications which are specifically
 subject to architectural approval include, without limitation,
 any and ~all horizontal or vertical alterations or improvements,
 the construction of the initial structures on a Lot and the
 painting or alteration of a Dwelling Unit (including doors, win-
 dows, roof), installation of solar panels or other devices, con-
 struction of fountains, swimming pools, jacuzzis, privacy walls,
 fences, awnings, shutters, gates, flower boxes, landscaping,
 exterior lighting or other outdoor ornamentation, any and all
 recreational structures and ancillary structures for whatever
 purpose, creation or alteration of any lake, lagoon, marsh, any
 site grading. (All the foregoing are jointly referred to herein
 as "Proposed Impro~ements.")
              Section 5.2.    Architectural Review Board ("ARB")
               (a) Composition of the ARB. The architectural review
    and control functions set forth in this Declaration shall be
    administered and performed by the the ARB, which shall consist of
    at least three (3) members who need not be members of the Associ-
    ation. The Declarant shall have the right to appoint all of the
    members of the ARB, or such lesser number as it may, in its sole
    discretion, appoint for so long as it owns any portion of the
    Property subject to this Declaration or any portion of the Addi-
    tional Property. Thereafter, members of the ARB as to whom
    Declarant    may relinquish the right to appoint,       shall be
    appointed by, and shall serve at the pleasure of, the Board of·
    Directors of the Association.      At such time as the Board of
    Directors has the right to appoint the members of the ARB,    the
    Board shall appoint at least one (1) architect or building   con-
    tractor thereto. A majority of the ARB shall constitute a quo-
    rum to transact business at any meeting of the ARB, and the
    action of a majority present at a meeting at which a quorum is
    present shall constitute the action of the ARB. Any vacancy
    occuring on the ARB because of death, resignation, or other ter-
    mination of service of any member thereof shall be filled by the
    Board of Directors; except that Declarant, to the exclusion of
    the Board, shall fill any vacancy created by the death, resigna-
    tion, removal or other termination of services of any member of
    the ARB appointed by Declarant.

              (b) Powers and Duties of the ARB.      The ARB shall    have
    the following powers and duties:

                (i) To draft Architectural Planning Criteria. The
initial Architectural Planning Criteria have been adopted by the
Declarant and are attached hereto as Exhibit C. The Declarant
shall have the sole power and right to amend such Architectural
Planning Criteria for so long as it has the right to appoint the
ARB.   In addition, the Declarant may establish such additional
rules, regulations and policies as it may determine reasonable or
convenient which may be set forth in a separate publication
available at Declarant's or Association's office so long as such
rules, regulations and policies are consistent with the Architec-
tural Planning Criteria in Exhibit C. Subsequent to the termina-
tion of the Declarant's control of the ARB,         the ARB shall


                                    -11-
                                                      VOL 68 I' I PG 066 I
                                                       OfFICIAL RECORDS
    recommend modifications and/or amendments to the Architectural
    Planning Criteria to the Board. Any modification or amendment to
    the Architectural Planning Criteria shall be consistent with the
    provisions of this Declaration, and shall not be effective until
    adopted by a majority of the members of the Board of Directors of
    the Association. No amendment to the Architectual Planning
    Criteria need be recorded in the public records of Duval County,
    Florida.
                   Further, the Architectural Planning Criteria are
I   deemed to be standards or guidelines for all improvements and no
    Proposed Improvement except those made by the Declarant may be
I   made on any portion of the Property without prior approval of the
    ARB. The setting forth of any standard in this Article, in
    Exhibit C or in any other provision within this Declaration shall
    not be deemed to be prior approval of any Proposed Improvement.
                   (ii) To require submission to the ARB of two (2)
    complete sets of preliminary and final plans and specifications
    of any Proposed Improvement to be constructed by any person or
    entity other than the Declarant, the construction or placement of
    which is proposed upon any portion of the Property. The ARB may
    also require submission of samples of building materials and
    colors proposed for use  in the Proposed Improvement and may
    require such addjtional information as reasonably may be neces-
    sary for the ARB to completely evaluate the Proposed Improvement
    in accordance with the Declaration and the Architectural Planning
    Criteria. One set of the plans shall be retained by the ARB, the
    other shall be returned to the Owner signed by the ARB.

                    (iii)  To approve or disapprove any Proposed
    Improvement or change or modification thereto, the construction,
    erection, performance or placement of which is proposed upon any
    portion of the Property. Subsequent to the transfer of control
    of the ARB by the Declarant, any party aggrieved by a decision
    of the ARB shall have the right to make a written request to the
    Board within thirty (30) days of a decision of disapproval,   for
    a review thereof. The determination of the Board upon reviewing
    any such decision shall be dispositive; provided, however, during
    the time the Declarant controls the ARB, determination by the ARB
    shall be final.

                   In connection with its approval or disapproval of
    a Proposed Improvement, the ARB shall evaluate each application
    for the total effect.   This evaluation relates to matters of
    judgment and taste which cannot be reduced to a simple list of
    measurable criteria. It is possible~ therefore, that a Proposed
    Improvement might meet individual criteria delineated in this
    Article and the Architectural Planning Criteria and still not
    receive approval, if in the sole judgment of the ARB, its overall
    aesthetic impact is unacceptable. The approval of an application
    for one Proposed Improvement shall not be construed as creating
    any obligation on the part of the ARB to approve applications
    involving similar designs for Proposed Improvements pertaining to
    different Lots or Dwelling Units.

                   (iv) To inspect a Lot and/or Dwelling Unit to
    assure compliance with the approval. Following the approval of
    any Proposed Improvement, the ARB has the right during reasonable
    hours to enter upon and inspect any Proposed Improvement with
    respect to which construction is underway to determine whether or
    not the plans ~nd specifications therefor have been approved and
    are being complied with.  If the ARB determines that the Proposed
    Improvement has not been approved or are not being constructed in
    compliance with the approved plans and specification, the ARB is
    entitled to enjoin further construction and to require the
    removal or correction of any work in place which is not in com-
    pliance with the approved plans and specifications.



                                  -12-
                                                  VOL'58I ,. PG0662
                                                    OFFICIAL RECORDS
               (v)  If any Proposed Improvement as aforesaid
shall be changed, modified or altered without prior approval of
the ARB of such change, modification or alteration, and of the
plans and specifications therefor, if any, then upon demand of
the ARB, the Owner shall cause the Proposed Improvement to be
restored to comply with the original plans and specifications, or
the plans and specifications originally approved by the ARB,  and
shall bear all costs and expenses of such restoration, including
costs and reasonable attorneys' fees of the ARB.

                 (vi) The ARB may grant variances from compliance
,from any of the provisions and restrictions contained in this
 Article and the Architectural Planning Criteria when circum-
 stances such as topography, natural obstructions, hardship, aes-
 thetic or environmental considerations may require, provided that
 no variances or waivers shall be granted which violate or other-
 wise are inconsistent with the Permits,       except as may be
 required by the Permits.

               (vii) The ARB is hereby authorized to make such
charges as it deems necessary to cover the cost of review of the
plans and specifications.

          Section 5.3. Procedure for Approval of Plans. The ARB
shall approve or, disapprove the preliminary and final applica-
tions for a Proposed Improvement within thirty (30)   days after
each has been submitted to it in proper form together with all
supporting information deemed necessary or convenient by the ARB.
If the plans are not approved within such period, Owner may make
written demand for approval or disapproval and the ARB shall have
twenty (20) days from written demand to respond thereto, if there
is no response after the written demand therefor, the plan shall
be deemed approved. The applications and plans submitted to the
ARB shall meet the following standards:

          (a) The preliminary application shall be submitted       in
duplicate and "sketch" form and shall include:

               (i)  landscape plan by a reputable landscape com-
pany showing location, quantity and species of all plants, trees,
shrubs and ground cover to be usedj

               (ii)  a suggested layout of the Dwelling Unit   on
the Lot at one fourth inch = 20 feet showing proposed drainage
plan, location of all decks, pools, patios, driveways and utility
routingj

                (iii) dimensioned floor plan at one fourth inch =
1 footj one section through main living area of the Dwelling Unit
one fourth inch = 1 foot and an indication of materials and
colors to be specified for exterior walls, roofs, window trims
and exterior trimsj

               (iv)  sketch of improvement      showing   elevations
from all sides of the Dwelling Unitj

          (b) Upon    approval of the preliminary application, a
final application     shall be filed in duplicate and shall include
everything shown on   preliminary application and actual samples of
exterior material     with specified colors applied to those mate-
rials.

          Section 5.4. ARB Liability.   Neither the ARB, Associa-
tion or Declarant or any of their representatives shall be liable
in damages to anyone submitting plans for   approval or to any
Owner or occupant of the Property by reason of mistake in judg-
ment, negligence or nonfeasance arising out of or in connection
with the approval or disapproval of any plans or the failure to
approve any plans. Any Owner making or causing to be made any


                                -13-
                                                   VOlG81 I PG0663
                                                    OFFICtAl RECORDS
    Proposed Improvement or additions on any portion of the Prop-
    erty, Lot or Dwelling Unit agrees and shall be deemed to have
    agreed, for such Owner, and his heirs, personal representatives,
    successors and assigns, to hold the ARB, Association, Declarant
    and all other Owners harmless from any liability, damage to the
    Property and from expenses or damages arising from the construc-
    tion and installation of any Proposed Improvement and such Owner
    shall be solely responsible for the maintenance, repair and
    insurance of any alteration, modification or change and for
    assuring that the Proposed Improvement meets with all applicable
I   governmental approvals, rules and regulations.

              No approval as provided herein shall be deemed to rep-
    resent or imply that the Proposed Improvement, if constructed in
    accordance with the approved plans and specifications will result
    in properly designed and constructed improvements or will meet
    all applicable bUilding codes, applicable governmental permits or
    other governmental requirements.
                                ARTICLE VI
                             USE RESTRICTIONS

              In order to provide for congenial occupancy of the
    Property and for, the protection of the value of the Lots and
    Dwelling Units, the use of the Property   shall be in accordance
    with the following prov1s10ns so long as such portion of the
    Property are subject to this Declaration. Provided however, all
    use rights and restrictions set forth herein are subject to ARB
    review.

              Section 6.1. Residential Uses. Subject to the provi-
    sions of Section 6.16 and 6.17, all Dwelling Units and any
    improvements on Lots shall be used for residential living units
    with related appurtenances      and for no other purpose, and no
    business or commercial building or improvement may be erected on
    any Lot or     any portion of the Property. No use of a Lot or
    Dwelling Unit shall be permitted Which would require the issuance
    of an occupational license. Any lease of a Dwelling Unit must be
    of the entire Dwelling Unit and must be for at least six (6)
    months.   The leasing of a Dwelling Unit shall not relieve the
    Owner nor the tenan t of the necessi ty of compl iance wi th thi s
    Declaration, Articles and Bylaws.

              Section 6.2. Antennae. No aerial, antenna, satellite
    receptor dish or similar device shall be placed or erected upon
    any Lot or affixed in any manner to 'the exterior of any Dwelling
    Unit or other bUilding on any Lot unless specifically approved
    by the ARB.

              Section 6.3.  Insurance. Nothing shall be done or kept
    on any Lot or on the Common Property which will increase the rate
    for the insurance covering the Property. No Owner shall permit
    anything to be done or kept on his Lot or in the Dwelling Unit
    which will result in the cancellation of insurance on the Prop-
    erty or any other Lot or Dwelling Unit or which would be in vio-
    lation of any law.

              Section 6.4. Nuisances.    Nothing shall be done or
    maintained on any Lot or in any Dwelling Unit which may be or
    become an annoyance or nuisance to the other Owners of the Prop-
    erty.   Any activity on a Lot or in a Dwelling Unit which inter-
    feres with television, cable or radio reception on another Lot or
    Dwelling Unit shall be deemed a nuisance and a prohibited activ-
    ity.  In the event of a dispute or question as to what may be or
    become a nuisance, such dispute or question shall be submitted to
    the Board of Directors of the Association and the written deci-
    sion of the Board shall be dispositive of such dispute or ques-
    tion.


                                  -14-
                                                     VULbtS j I   rbUb64
                                                      OffJCIAl RECORDS

          Section 6.5. Signs. No signs may be placed on any Lot
or  in any Dwelling Unit      without the approval of the ARB,
including, without limitation, "For Sale" or "For Rent" signs,
which signs shall be a standard design as approved by the ARB
from time to time. Provided however, the Declarant, its succes-
sors and designees shall be permitted to place such signs as it
deems necessary in connection with its sales efforts of or promo-
tion of the Property or the Club Facilities.
          Section 6.6. Energy Conservation.   Solar energy and
other energy conservation devices, including clothes lines, are
not prohibited or discouraged, but the design and appearances of
such devices will     be closely scrutinized and controlled to
assure consistency with neighborhood aesthetics.    Request for
approval of installation of any type of solar equipment shall be
included in the plans and specifications for the Proposed
Improvement submitted to the ARB and must be constructed in
accordance therewith.

          Section 6.7. Window Coverings. No reflective window
coverings or treatments shall be permitted on any building or
Dwelling Unit in the Property. All window coverings shall have
linings or other treatment so that the exterior appearance of the
window appears neutral from the street. The ARB, at its discre-
tion, may control' or prohibit other window coverings and treat-
ments not reasonably compatible with aesthetic standards set
forth herein.      .

          Section 6.8. Off-Street Motor Vehicles. No motorized
vehicles including, without limitation, two and three wheel all
terrain vehicles or "dirt bikes" may be operated off of the Com-
mon Roads, paved roadways and drives.

          Section 6.9.   Vehicles and Repair.     No inoperative
cars, motorcycles, trucks or other types of vehicles shall be
allowed to remain either on or adjacent to any Lot or Dwelling
Unit for a continuous period in excess of 24 hours, provided,
however, this provision shall not apply to any such vehicle being
kept in an enclosure and not visible from the street or other
Lots and/or Dwelling Units.   Additional rules and regulations
regarding use, repair and storage of vehicles on the Property may
be promulgated from time to time by the Board.

          Section 6.10.    Noise.   Exterior noise, and    noise
emanating from within bUildings or other improvements, including
without limitation, talking, singing, television, radio, record
or tape player or musical instruments, shall be maintained from
11:00 p.m. until 7:30 a.m. at such volume that the noise is not
audible beyond the boundaries of the Lot or Dwelling Unit from
which it orginates and at all times so as not to constitute a
nuisance or unreasonable annoyance to other Owners.

          Section 6.11. Pets and Animals.     No animals except
common domestic household pets, within the ordinary meaning and
interpretation of such words, may be kept, maintained or cared
for in any Lot or Dwelling Unit, or within the Property. No pets
shall be allowed to make an unreasonable amount of noise or to
become a nuisance; and no pets will be allowed on the Property
other than on the Lot of the Owner of such pets, unless confined
to a leash or under voice control. No pet shall be allowed to
run at large and all pets shall be kept within an enclosed area,
Which must be clean, sanitary and reasonably free of refuse and
waste. Upon written request of any Owner, the Board of Directors
may conclusively determine at its sole discretion, in accordance
with its rules, Whether an animal is a domestic household pet,
whether such animal is making an unreasonable amount of noise,
whether an animal is being allowed to run at large or whether an
animal  is a nuisance. The decision of the Board of Directors in
such matters is conclusive and shall be enforced as other


                              -15-
                                              VOl68 1I   P606 65
                                               OFFICIAL RECORDS
 restrictions contained herein. No pet may be maintained, kept,
 cared for or boarded for hire or remuneration on the Property and
 no kennels for boarding or operation shall be allowed.

          Section 6.12. Oil and Mining Operation. No oil drill-
ing, mining operations, oil refining, quarrying or oil develop-
ment operations, or tanks, tunnels, mineral excavations or shafts
shall be    permitted upon, in, or under any Lot. No derrick or
other structure designed for use in boring for oil or natural gas
shall be erected, maintained or permitted upon any Lot.

          Section 6.13.    Lawful Use.    No immoral, improper,
offensive or unlawful use shall be made of the Property or any
part thereof and all valid laws, zoning ordinances, and regula-
tions of all governmental bodies having jurisdiction thereof
shall be observed.

             Section 6.14.     Hazardous Materials. No hazardous or
  toxic materials or pollutants shall be discharged, maintained,
. stored, released or disposed of on the Property except in strict
  compliance with applicable rules and regulations. Flammable, com-
  bustible or explosive fluids, materials or substances for ordi-
  nary household use may be stored or used on the Property subject
  to strict safety codes and shall be stored in containers spe-
  c ially designed fo r· tha t purpose.
           Section 6.15.   Utility Provisions.    Canal Utilities,
 Inc.   or its successors     ("Utility Company") has the sole and
 exclusive right to provide all water and sewage facilities and
 service to the Property.       No well of any kind shall be dug or
drilled on anyone of the Lots to provide water for use within
 the structures to be built, and no potable water shall be used
within said structures except potable water which is obtained
from Utility Company.     Provided however, nothing herein shall be
construed as preventing the digging of a well to be used exclu-
sively for use in the yard and garden of any Lot or of any por-
tion of the Property or to be used exclusively for air condi-
tioning.    All sewage from any building must be disposed of
through the Utility Company's sewage lines and through the sewage
lines and disposal plant owned or controlled by Utility Company.
No use of septic tanks shall be permitted on the Property.       No
water from air conditioning systems, ice machines, swimming
pools, or any other form of condensate water or water from drains
located in or on docks, marinas, boats, pumpout stations operated
in connection with the Lagoon System or Drainage System (as such
are hereinafter defined) shall be qisposed of through the lines
of the sewer system. Utility Company has a non-exclusive perpet-
ual and unobstructed easement and right in and to, over and under
the easements as shown in the plat of the Property or as subse-
quently granted    to the Utility Company for       the purpose of
ingress, egress and installation and/or repair of water and sew-
age facilities.    Utility Company is hereby given the right and
power to enforce the provisions of this paragraph against any
person who violates the provisions hereof.       All rights, condi-
tions, obligations and liens to which the Property is subject
relating to water and sewer utility facilities and service are
more particularly set forth in the Utility Service Agreement by
and between Declarant and Utility Company as it may be amended
from time to time and the provisions, easements, terms, condi-
tions and agreements regarding rates and charges, indemnities and
all other matters are incorporated herein by reference.

          Section 6.16. Sales and Construction Activities. Not-
withstanding any other provisions herein, the Declarant and its
agents, successors, assigns and designees may maintain such
facilities and undertake such activities as may be reasonably
required to sell the Lots, Dwelling Units or the Property and to
construct improvements thereto and to promote the Club Facili-
ties.


                               -16-
                                                  OFFICIAL RECORDS
          Section 6.17. Subdivision of Lots. No Lot shall be
further subdivided into smaller lots by any Owner, except Declar-
ant, provided that this provision shall not be construed to pro-
hibit corrective deeds or similar corrective instruments. Declar-
ant or its designee shall, however, have the right to subdivide
Lots or cause such Lots to be subdivided for the purposes of con-
struction of a road, or for such other purposes as Declarant or
its designee deems reasonable or necessary.

          Section 6.18. Marsh and Creek Restriction.    Certain
uses of the Property which borders the creeks and marsh areas
which are sovereignty lands of the State have been restricted
pursuant to that certain Declaration of Restrictions recorded
under Clerk's No. 89-124418 of the public records of Duval
County, Florida, the terms and conditions of which are incorpo-
rated herein.
           Section 6.19. Additional Use Restrictions. The Board
 of Directors of the Association may adopt reasonable additional
'use restrictions, rules or regulations, applicable to all or any
 portion or portions of the Property and to waive or modify appli-
 cation of the foregoing use restrictions with respect to any
 Lot(s) or Dwelling Unit(s)  as the Board, in its sole discretion,
 deems appropriate.
          Section 6.20. Enforcement Procedure. Every Owner and
occupant shall comply with the provisions of this Declaration as
set forth herein, any and all rules and regulations made pursu-
ant to this Declaration, By-Laws and Articles of Incorporation of
the Association, as amended from time to time.     Failure of an
Owner or occupant to so comply shall be grounds for action which
may include, without limitation, an action to recover sums due
for damages,    injunctive relief, or any combination thereof. In
addition to all other remedies, in the sole discretion of the
Board of Directors of the Association, a fine or fines may be
imposed upon an Owner for failure of an Owner, his family,
guests, invitees, lessees or occupants, to comply with any cove-
nant, restriction, rule or regulation herein or in the Declara-
tion, Articles of Incorporation or By-Laws, provided the follow-
ing procedures are adhered to:

          (a) The Association shall notify the Owner or occupant
of the infraction or infractions. Included in the notice shall
be a date and time of the next Board of Directors' meeting at
which time the Owner or occupant shall present reasons why penal-
ties should not be imposed.
           (b) The non-compliance shall be presented to the Board
of Directors after which the Board of Directors shall hear rea-
sons why penalties should not be imposed. A written decision of
the Board of Directors shall be submitted to the Owner or occu-
pant by not later than twenty-one (21) days after the Board of
Directors' meeting.

          (c) The Board of Directors may impose fines against
the applicable Lot or Dwelling Unit up to $50.00 per incident
the maximum permitted fine may be increased from time to time by
the Board of Directors as they in their discretion deem necessary
or convenient.

          (d) Each separate incident which is grounds for a fine
shall be the basis of one separate fine.  In the case of continu-
ing violations, each continuation of same after a notice thereof
is given shall be deemed a separate incident.

          (e) Fines shall be paid not later    than   thirty   (30)
days after notice of the imposition thereof.



                              -17-
                                                 VOL 68 J r PG a667
                                                  OFFICIAL RECORDS
          (f) All monies received from fines shall be   allocated
as directed by the Board of Directors.
          (g) These fines shall not be construed to be exclusive
remedies   and shall exist in addition to all other rights and
remedies to which the Association may be otherwise legally enti-
tled,  including, without limitation, the right to assess a Spe-
cial Assessments provided in Section 4.3(b); however, any penalty
paid by the offending Owner or occupant shall be deducted from or
offset against any damages which the Association may otherwise be
entitled to recover by law from such Owner or occupant.

                           ARTICLE VII

                      RIGHTS OF MORTGAGEES
     In addition to any other rights or Mortgagees      contained
herein, Mortgagees shall have the following rights:
           Section 7.1. Mortgagee Notice Rights.    Upon written
request to the Association, identifying the name and address of a
Mortgagee, such Mortgagee will be entitled to timely written
notice of:
          (a) Any condemnation loss or any casualty loss which
affects a material portion of the Common Property or any Lot or
Dwelling Unit on which there is a first mortgage held,  insured
or guaranteed by such Mortgagee.

          (b) Any delinquency in the payment of Assessments or
charges owed by an Owner of a Lot or Dwelling Unit subject to a
first mortgage held, insured or guaranteed by such Mortgagee,
which remains uncured for a period of 60 days.

         (c) Any lapse, cancellation or material modification
of any insurance policy or fidelity bond maintained by the Asso-
ciation.
          (d) Any proposed action which would require   the   con-
sent of a specified percentage of Mortgagees.

          Section 7.2. Mortgagee Information.    The Association
shall make available to Owners and Mortgagees current copies of
this Declaration, Articles, Bylaws and rules and regulations of
the Association, as well as books, records and financial state-
ments of the Association.      "Available" means available for
inspection and copying, upon writte~ request during normal busi-
ness hours or under other reasonable circumstances.

          Section 7.3.    Financial Statements.   Upon   written
request of a Mortgagee, the Association shall deliver to a Mort-
gagee an audited or reviewed statement for the preceding fiscal
year.

                          ARTICLE VIII

                     ANNEXATION OF PROPERTY

          Section 8.1. Declarant's Annexation.    The Declarant
shall have the right but not the obligation, for so long as it
owns an Additional Property from time to time and in its sole
discretion, to annex to the Property and to include within this
Declaration any Additional Property with no further consent of
Owners or Mortgagees.

          Section 8.2. Association Annexation. The Association
may   annex Additional Property which it owns     to the Property
with the approval of 2/3 of the votes of the Board of Directors
and with the consent of the Owners of the Property to be annexed.


                              -18-
                                                   VOl68 I I PGO 66B
                                                     OfFICIAL RECORDS
           Section 8.3.     Supplemental Declaration~.    ~ny  such
 additions authorized in Section 8.1 or 8.2 above may be made by
 filing of record of one or more supplemental declarations. With
 respect to Additional Property annexed by the Declarant, the sup-
 plemental declaration need only be executed by the Declarant: in
 the case of Additional Property to be annexed by the Association,
 the supplemental declaration shall be executed by the President
 of the Association and the Owner of the land to be subjected, if
 not the Association, and shall state that such annexation is in
 accordance with a resolution passed by the Association in accor-
 dance with the terms of this Declaration. A supplemental declara-
 tion shall contain a statement that the real property that is the
 subject of the supplemental declaration constitutes Additional
 Property which is to become a part of the Property subject to
 this Declaration. In addition, the supplemental declaration may
 contain additional covenants and restrictions provided that such
 covenants and restrictions are consistent with those contained
 herein and/or as more fully set forth in Section 8.6. Supplemen-
 tal Declarations may permit attached housing, zero lot line hous-
-ing, condominium units and other styles of dwellings permitted by
 the applicable zoning and a separate declaration with respect
 thereto may be recorded. In the event that the type of Dwelling
 Units annexed under a supplemental declaration require assess-
ments for maintenance which are not applicable to Dwellings
 within the Property (e.g., attached housing providing for Associ-
 ation maintenance 'of lots or exterior of improvements) then the
 supplemental declaration may either provide for a separate asso-
 ciation or may designate the Association to make such collection
as District Assessments.     Such supplemental declaration shall
become effective upon being recorded in the public records of the
County.

           Section 8.4. Effect of Annexation. In the event that
any Additional Property is annexed to the Property pursuant to
the provisions of this Article, then such Additional Property
shall be considered within the definition of Property for all
purposes of this Declaration, and each Owner of a Lot or Dwelling
Unit therein shall be a Class A Member and shall be entitled to
one (1) vote and shall be obligated to pay all Assessment due in
connection therewith. Provided, however, if Dwelling Units in a
multi-family parcel are deemed to be fractional Dwelling Units,
the votes and Assessments shall be appropriately adjusted.
Owners, upon recordation of any Supplemental Declaration, shall
also have a right and nonexclusive easement of use and enjoyment
in and to the Common Property within the Additional Property so
annexed and an obligation to contribute to the cost of improve-
ment, operation and maintenance of such Common Property within
the annexed land. Provided, however, until a supplemental decla-
ration is recorded subjecting any portion of the Additional Prop-
erty to the Declaration, the fact that such Additional Property
is described on Exhibit B shall not constitute and shall in no
wise be deemed or construed to be a defect or encumbrance on the
title of the Additional Property.

          Section 8.5 Creek and Marsh Restrictions. Pursuant to
the requirements of that certain Sovereignty Submerged Land Ease-
ment No. 00025 (3837-16), the Declarant has agreed that future
activities shall be restricted in the creek and marsh areas which
are sovereignty lands of the State and which border a portion of
the Additional Property which may be annexed under this Declara-
tion all as more fully described in that certain Declaration of
Restrictions recorded under Clerks No. 89-1244118 in the public
records of Duval County, Florida.

          Section 8.6. Withdrawal. Declarant may at any time,
in its sole discretion, determine to withdraw Property from this
Declaration by recording in the public records a declaration of
withdrawal of the Property which shall be consented to by the
owner of the Property and its Mortgagee, if any,         if such


                              -19-
                                                  VUL 68'11 PGO'6 69

                                                   OFF1C1AL RECORDS
Additional Property is now owned by the Declarant. Subsequent to
the termination of the Declarant's ownership of any Property sub-
ject to this Declaration, the Association may withdraw Property
in the manner stated herein with the consent of the Owner and any
Mortgagee, if the Owner is not the Association.

                             ARTICLE IX

           INSURANCE, CONDEMNATION AND RECONSTRUCTION

           Section 9.1.   Damage to or Condemnation of Common
,Property.   In the event that any portion of the Common Property
 is damaged or destroyed by casualty or taken through condemnation
or conveyance in lieu thereof, it shall be repaired or restored
by the Association to substantially its condition prior to the
damage, destruction or condemnation unless such reconstruction,
repair or restoration is economically infeasible.
          Repair or reconstruction of the Common Property shall
be substantially in accordance with the plans and specifications
pursuant to which the same was originally constructed.        All
insurance proceeds shall be applied to the restoration and
repair.  If the insurance proceeds or condemnation award and any
reserves maintained by the Association for such purpose are
insufficient, the deficit shall be assessed against all Owners as
a Special Assessment.     If there is a surplus of insurance pro-
ceeds or condemnation award,  it shall become the property of the
Association.

          With respect to any insurance proceeds or condemnation
award in connection with such loss or damage to the Common Prop-
erty or improvements thereon, the Association is hereby desig-
nated to represent the Owners and Mortgagees in any proceedings,
negotiations, settlements or agreements in connection with such
award.

           Section 9.2. Damage to or Condemnation of the Lots or
Dwelling Units.      In the event of damage or destruction to any
portion of a Lot or Dwelling Unit     due to casualty, natural
events, condemnation or conveyance in lieu thereof, the damaged
Property shall be repaired or restored by the Owner.      In the
event. that the damage, destruction or condemnation renders the
improvements uninhabitable or the damage is so substantial that
the Owner determines not to rebuild the improvements on the Lot
or Dwelling Unit, the Owner shall clear the debris and have the
Lot leveled within 60 days from the date of destruction or taking
and shall thereafter maintain the Lot in a clean and sanitary
condition.

           Section 9.3. Damage to Common Property Due to Owner
Negligence.    In the event that the Common Property is damaged as
a result of the willful or negligent acts of the Owner, his ten-
ants,   family, guests or invitees, such damage shall be repaired
by the Association and the cost thereof shall be a Special
Assessment against such Owner as described in Section 4.3(b)
hereof.

          Section 9.4. Insurance. The Association shall obtain
and maintain insurance policies insuring the interests of the
Association as hereinafter described. The policy of property
insurance shall cover all of the Common Property (except land,
foundation, excavation and other items normally excluded from
coverage)  but including fixtures and building service equipment,
to the extent that they are part of the Common Property.

          The policy shall   afford,   as   a   minimum,   protection
against the following:




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                                                   OFFICIAL RECORDS
          (a)  loss or damage by fire and other perils normally
covered by the standard fire and casualty insurance policy with
extended coverage endorsement1
           (b) all other perils which are customarily covered
with respect to projects similar in construction, location and
use, including flood insurance, if applicable, and all perils
normally covered by the standard "all risk" endorsement, where
such is available.  If flood insurance is required, it must be in
an amount of 100% of current replacement cost of the improvement
or the maximum coverage under the National Flood Insurance Pro-
~ram.


           (c)  losses covered by general liability insurance cov-
 erage covering all Common Property in the amount of at least
 $1,000,000.00 for bodily injury, including deaths of persons and
 property damage arising out of a single occurrence. Coverage
 under this policy shall include, without limitation, legal lia-
 bility of the insureds for property damage, bodily injuries and
'deaths of persons in connection with the operation, maintenance
 or use of Common Property and any legal liability that results
 from lawsuits related to employment contracts in which the Asso-
 ciation is a party.

           The hazard policy shall be in an amount equal to 100%
of the current replacement cost of the insured properties exclu-
sive of land, foundation, excavation and items normally excluded
from coverage. The policy shall provide that it may not be can-
celled or substantially modified without at least thirty (30)
days'   prior written notice to the Association. The Board may
obtain such additional insurance as it in its sole discretion
deems reasonable, convenient or necessary. In the event that any
of the coverage required herein becomes unavailable or prohibi-
tively expensive, the Association may make such changes in cover-
age as it deems reasonable and prudent provided such coverage is
consistent with the then applicable requirements of the Mort-
gagees.

                            ARTICLE X

                            EASEMENTS

          Section 10.1. Utility Easements. For so long as the
Declarant is a Class B member, the Declarant hereby reserves the
right to grant easements of such duration and exclusivity for
the benefit of Declarant or its designees, upon, across, over,
through and under any portion of the 'Property owned by Declarant
or    the Common Property for    ingress, egress,    installation,
replacement, repair and maintenance of utility and service lines
and service systems, public and private. Declarant, for itself
and its designees, reserves the right to retain title to any and
all pipes, lines, cables or oth~~ improvements installed on such
easements. Upon termination of the Declarant's right to grant
such easements,    the Association shall have the right to grant
the easements described herein.

          Section 10.2.     Declarant's   Easement of   Correct
Drainage. For so long as the Declarant is a Class B member,
Declarant hereby reserves the blanket easement on,    over and
under the ground within the Property to maintain and correct
drainage of surface waters and other erosion controls provided
however,   Declarant's   exercise of this easement shall not
adversely affect Improvements on the Property.

          Section 10.3. Easement for Unintentional Encroachment.
The Declarant hereby reserves an exclusive easement for the
unintentional encroachment by any Lot or Dwelling Unit upon the
Common Property or vice-versa caused by or resulting from, con-
struction, repair, shifting, settlement or movement of any


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                                           OFFICIAL RECORDS
portion of the Property, which exclusive easement shall exist at
all times during the continuance of such encroachment, which
easement is appurtenant to the encroaching Property to the extent
of such encroachment.
            Section 10.4. Central Telecommunication Receiving and
 Distribution System.     The Declarant hereby reserves to itself,
  its successors and assigns, an exclusive easement for installing,
 maintaining    and   supplying   the   services    of any central
  telecommunication receiving and distribution system ("Cable Tele-
 vision Service") serving the Property. Declarant reserves to
  itself, its successors and assigns, the right to connect to any
 Cable Television Service to such source as Declarant may, in its
 sole discretion, deem appropriate including, without limitation,
 companies licensed to provide Cable Television Service in the
 County for which service the Declarant, its successors and
 assigns shall have the right to charge the Association and/or
 individual Owners a reasonable fee not to exceed any maximum
 allowable charge for Cable Television Services to single family
'residences as from time to time defined by the Code of Laws and
 Ordinances of the County.
          Section 10.5. Golf Course Easements and Restrictions.
Lots abutting or contiguous with the golf course to be con-
structed in connection with the Queen's Harbour Yacht & Country
Club are hereby subjected to an easement for the ordinary and
usual activities associated with the playing of golf, including
without limitation, removal of balls, noise of players and carts,
and normal maintenance of a golf course. All fencing and other
Proposed Improvements abutting the golf course shall be strictly
reviewed to assure that such fencing and Proposed Improvements do
not interfere with the playing of golf. The owner of the Club
Facilities shall have the right, but not the obligation, to enter
onto any Lot or portion of the Property to remove underbrush or
other material interfering with the use of the golf course.    In
addition, all Owners of Lots abutting the golf course, as well as
their tenants, guests, invitees and pets, shall be obligated to
refrain from any actions which would detract from the playing of
golf.

                            ARTICLE XI
                         DRAINAGE SYSTEM
          Section 11.1. Drainage Facilities. The plan for the
development of the Property includes the construction of a
stormwater management system including without limitation, a num-
ber of retention areas, swales and conduits (jointly referred to
herein as "Drainage System") and one large lagoon which also pro-
vides recreation and boat storage facilities; references herein
to the "Lagoon System" shall mean and refer to the lagoon, lock,
access channel and temporary mooring facility as they were
jointly permitted and      constructed.   Additional   provisions
covering the Lagoon System are more fully set forth in Article
XII.
          The Declarant intends to convey portions of the Drain-
age System to the Association as a part of the Common Property
and the Association shall have the obligation to maintain portion
of   the Drainage System conveyed in the manner hereinafter set
forth. In addition, certain drainage easements or swales may be
a part of a Lot and the Declarant may reserve, dedicate or grant
a non-exclusive easement over the portion of the Lot for drainage
and for access for maintenance. Provided however, access to such
Lot and the drainage easements or swales located thereupon shall
be limited to such access as is necessary or convenient for main-
tenance and shall not result in other Owners having a right of
access onto the Lot.

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            Section 11.2. Maintenance of Drainage System.       The
  Association has the responsibility for all operational mainte-
  nance activities necessary including, without limitation, the
  obligations under the Permits, to keep the Drainage System in
  proper and operational order, including all routine maintenance
  activities and any special repair activities. The Association
  shall maintain and control the water level and quality of the
 Drainage System     and shall maintain the bottoms of any lakes or
  retention areas in the Drainage System. The Association shall
  have the power, right, obligation and responsibility, as is
 required by the Permits, to control and eradicate plants, fowl,
 Feptiles, animals, fish and fungi in and on any portion of the
 Drainage System.     The Owner of the land adjacent to any water
 edge of the Drainage System ("Adjacent Owner")      shall maintain
  the embankment to the water edge as such level shall rise and
 fall from time to time. Maintenance of the embankment shall be
 conducted so that the grass, planting or other natural support of
 the embankment shall exist in a clean and safe manner and so as
 to prevent erosion. If the Adjacent Owner shall fail to maintain
'the embankment, the Association shall have the right, but not the
 obligation, to enter onto the Adjacent Owner's property and per-
 form the maintenance at the expense of the Owner, which expense
 shall be a Special Assessment against the Owner and his Lot or
 Dwelling Unit.
          The Association will be responsible for    the routine
mowing of all portions of the Drainage System which are not
filled with water, including swales and dry retention areas
except those swales or dry retention areas located within a Lot,
and the maintenance of adequate vegetation cover within the
Drainage System components which are owned by the Assocation.
The Association has the responsibility for  the routine removal
and disposal of trash which may accumulate within the Drainage
System. If certain portions of the Drainage System are contained
within a Lot, then the Owner of such Lot shall provide routine
maintenance as a part of the Owner's maintenance of his Lot.   In
the event the Owner fails to provide such maintenance then the
Association shall perform or cause such maintenance to be per-
formed at the Owner's cost and expense as a Special Assessment as
described in Section 4.3(b).

          The Association shall cause the exfiltration-underdrain
system within the Drainage System to be checked annually and to
take such measures as are necessary to assure that the underdrain
operates as designed.   If these required maintenenace activities
are insufficient to achieve design performance, the Association
shall apply, in its name, to obtain the necessary permits to mod-
ify the exfiltration-underdrain system to an alternative design
to meet the necessary operating criteria.

          The Association shall inspect or shall cause the inlets
and outlets to the Drainage System or Lagoon System to be
inspected on a quarterly basis in February, May, August and
November.   During such inspections, inlets and outlets will be
cleaned of any accumulated debris and sediment.  If, at any time,
the inlets and outlets of the Drainage System or Lagoon System
should become clogged, maintenance and repair measures will be
taken to assure that the Drainage System and Lagoon System per-
forms as designed.  If such measures are insufficient to permit
the inlets and outlets to function properly, the Association will
apply in its own name for the necessary permits to modify the
Drainage System to an alternative design to meet the design
operating criteria.

          The filter drawdown system shall be checked annually by
a professional engineer     in the month of May (or shortly after
the onset of the rainy season) to insure that it is functioning
as designed and to certify to the st. Johns River Water Manage-
ment District.      If the filter drawdown      system   is   not


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                                            OFFlCfAl RECORDS
functioning as designed, the Association shall assure that main-
tenance is performed and that the system continues to perform
properly.   If the maintenance measures prove insufficient, the
Association must apply for and obtain approval of the St. Johns
Water Management District of an alternative system to perform
the same function.
           Section 11.3. Improvements to the Drainage System.   In
 the event that Declarant, an entity designated by the Declarant,
 or the Association shall construct any bridges, docks, bulkheads
,or other improvements which may extend over or into the lakes or
 retention areas in the Drainage System or construct any similar
'improvements to support or enhance the Drainage System, the Asso-
 ciation shall maintain any and all improvements in good repair
 and condition. No Owner, except the Declarant, its designee or
 the Association, shall be permitted to construct any improvement,
permanent or temporary, on, over or under any portion of the
Drainage System without the written consent of the ARB, which
consent may be withheld for any reason. Any improvements to the
Drainage System permitted by the ARB and installed by an Owner
shall be maintained by such Owner in accordance with the mainte-
nance provisions in this Declaration.

          Section 11.4. Easements. The Owners' use and access
to any lakes or retention areas within the Drainage System shall
be subject to and limited by the rules and regulations of the
Association and the Permits. The Association is hereby granted a
non-exclusive easement for ingress and egress over the Drainage
System and a parcel of land extending landward five (5) feet from
any water's edge for the purpose of providing the maintenance
required herein and the Adjacent Owners are hereby granted a
non-exclusive easement over the Drainage System for  the purpose
of providing any maintenance to the embankment.

          Section 11.5. Drainage System and/or Lagoon System
Restrictions and Covenants.      In connection with the use of any
portion of the Drainage System and/or the Lagoon System, the fol-
lowing restrictions shall apply:

          (a) No motorized or power boats shall be permitted on
any lake within the Drainage System with the exception of boats
used for maintenance thereof.

          (b) No bottles, trash, cans or garbage of any kind or
description shall be placed in any portion of the Drainage System
or Lagoon System.

          (c) No activity shall be permitted on any portion of
the Drainage System or Lagoon System which may become an annoy-
ance or nuisance to the adjacent Property and the Owners thereof.
The Association's determination whether any activity constitutes
an annoyance or nuisance shall be dispositive.

          (d) No person or entity, except Declarant or the Asso-
ciation, shall have the right to pump or otherwise remove any
water from any portion of the Drainage System or Lagoon System
for the purpose of irrigation or other use.

          (e) There shall be no fishing permitted from bridges,
streets or right of ways. Only Owners shall be permitted to fish
in any portion of the Drainage System and only in areas so desig-
nated.

          (f) The Board shall be entitled to establish, amend,
or modify rules and regulations governing the use of the Drainage
System or Lagoon System as the Board deems necessary or conve-
nient.




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                                                     OFFICIAL RECORDS
           Section 11.6. Indemnification.   In connection with the
 platting of the Property or obtaining the Permits, the Declarant
 may assume or may be required to assume certain obligations of
 the maintenance of the Drainage System and Lagoon System.     The
 Declarant hereby assigns to the Association and the Association
 hereby assumes all the obligations of the Declarant under the
 plat, the Permits or under any applicable governmental regula-
 tions and for any and all obligations for the maintenance of
 Drainage System and Lagoon System (except for maintenance of the
 banks which shall be the responsibility of the Adjacent Owner).
 ~he Association further agrees that subsequent to  the recording
 of this Declaration, it shall indemnify and hold Declarant harm-
 iess from suits, actions, damages, liability and expense in con-
 nection with loss of life, bodily or personal injury or property
 damage or other damage arising from or out of occurrence,     in,
 upon, at or from the maintenance of the Drainage System and
 Lagoon System, occasioned wholly or in part by any act or omis-
 sion of the Association or its agents, contractors, employees,
 servants or licensees but not including any liability occasioned
-wholly or in part by the acts of the Declarant, its successors,
 assigns, agents or invitees.
                           ARTICLE XII

                          LAGOON SYSTEM

          Section 12.1. The Lagoon Permits.     The construction
and operation of the Lagoon System which permits entry to the
Intracoastal Waterway is subject to a number of permits, ease-
ments and other approvals issued by various governmental agencies
and the conditions of the easement granted by the State of
Florida from the Intercoastal Waterway to the Lagoon which, by
reference hereto, are incorporated herein to the same extent as
if they were set forth in their entirety, all of which are a part
of the Permits as defined above. It is the obligation of the
Declarant to construct the Lagoon System in accordance with the
Permits. Upon completion of the Lagoon System, the Association
shall be the entity responsible for the ongoing maintenance of
the Lagoon System and for assurance that its operation remains in
full compliance with the Permits. The Declaration shall assign
the Permits together with all applicable documentation to the
Association.   The Association shall then undertake the responsi-
bility of renewing the Permits as they govern the Lagoon System
as is necessary.      This Declaration contains a description of
some of the conditions and requirements of the Permits to the
extent that the terms of the Permits are modified or the provi-
sions herein are deemed to be inconsistent with the terms of the
Permits, the terms of the Permits as modified from time to time
shall prevail.

          Section 12.2. Water Quality Monitoring Program.    Upon
the completion of the construction of the Lagoon System, the
Association shall set up a quality assurance plan which is in
compliance with the Permits and which shall include, without lim-
itation, sampling and sample preservation techniques, chain of
custody procedures, information on the contracting laboratory,
analytical methods and split sampling.     The plan shall also
include a description of the continuous recording equipment to
determine the flow through the Lagoon System.    The plan shall
outline the best management practices for erosion and sediment
control.

          Upon request, the Association shall furnish all records
and plans required by appropriate governmental agencies. The
retention period for all records will be extended automatically
unless otherwise stipulated by the appropriate governmental agen-
cies during the course of any unresolved enforcement action.
The Association shall retain, at its offices, all of the moni-
toring information (including all calibration and     maintenance


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                                                 VOL 681 I PG'Q 675

                                                  OFFICIAL RECORDS
 records, all original strip chart recordings for continuous moni-
 toring instrumentation) copies of all reports required by the
 Permits and records of all date used to obtain the Permits. The
 time period of retention shall be at least three years from the
 date of the sample, measurement report or application unless oth-
 erwise specified by agency rule.   Monitoring shall be undertaken
 pursuant to the Permits and such monitoring shall include without
 limitation monitoring of the biological water chemistry, sediment
 and vegetation.

          The records of monitoring information shall include:
the date, exact place and time of sampling or measurements; per-
son responsible for performing the sampling and analysis; dated
analysis were performed; analytical techniques or methods used,
results of such analyses. This report shall also include a sum-
mary of lock operation, including the number of vessels perma-
nently moored in the Lagoon System.

           Section 12.3. Operation of the Lagoon System.        In
,addition to the maintenance obligations set forth in Section 11.2
 which shall also be in effect with respect to the Lagoon System,
 the Assocation shall operate a sewage and bilge (oily water)
 pumpout facility inside the locked Lagoon System.   The Associa-
 tion shall assure that any water discharged to State waters or
 waters of the united States through the lock will be aerated to
 meet applicable water quality standards for dissolved oxygen in
 receiving waters. ,Oil and grease skimmers will be incorporated
 into all outlet structures and an oil/fuel spill contingency plan
 will be submitted to appropriate governmental agencies.

          Section 12.4. Use Restrictions. Owners of Lagoon Lots
and certain specified guests of such Owners together with such
persons as may be permitted by any amendments to Permits   shall
be permitted to use the Lagoon and store their boats therein.
The following restrictions shall apply to any and all watercraft
using the Lagoon System:

          a) No fueling activities shall be permitted within the
Lagoon System.

          b) No activities constituting major repair or mainte-
nance of watercraft, including major engine repair, sanding and
painting, shall be permitted within the Lagoon System.

          c) The discharge of sewage, bilge, fuel or other
contaminants from watercraft in the Lagoon System is prohibited.

          d) The use of detergents containing phosphates for the
purpose of cleaning watercraft within the Lagoon System is pro-
hibited. All detergents used for such purpose shall be approved
by the Harbormaster and a list of approved detergents shall be
maintained by the Harbormaster for distribution to interested
owners and operators.

           e) No watercraft shall be used for        residential     or
ftlive-aboard" purposes within the Lagoon System.

          f) All watercraft shall be operated at      "no   wake/dead
idle speed" while in the Lagoon System.

           Section 12.5.    Bottom Paint.


          a) No watercraft featuring anti-fouling bottom paint
which contains biocides may be moored within the Lagoon System
for a period of more than thirty (30) days per calendar year.

           b)    Notwithstanding prohibition set forth in Subsection
(a)   above,    watercraft featuring anti-fouling bottom paint which


                                 -26-
                                              VOL6 81 I PG06 76
                                               OFFICIAL RECORDS
 contains biocides may be moored within the Lagoon System for more
 than thirty (30) days per calendar year only if:
          i) At the time of the purchase by the Owner of the
          Lagoon Lot at which the watercraft is moored, title to
          the watercraf was held by the Owner, the spouse of the
          Owner, or by an entity in which the Owner or the spouse
          of the Owner holds an ownership interest; and
          ii) At the time of such purchase, the watercraft fea-
          tured   anti-fouling  bottom   paint   which contains
          biocides; and
          iii) Subsequent to such purchase, the watercraft is
          not repainted or otherwise maintained or repaired using
          anti-fouling bottom paint which contains biocides.
            Section 12.6. Registration to Harbormaster. The Har-
  bormaster shall at all times control the number and types of
  watercraft which shall be limited in the manner as set forth in
, the Lagoon System Permits.
          (a)   Temporary mooring.    Watercraft may be moored
within the Lagoon System for a period of more than twelve (12)
consecutive hours only at docks appurtenant to Lagoon Lots or
other specifically permitted docks; mooring for such a period at
any other location is prohibited.   All watercraft to be moored
within the Lagoori System for a period of more than twelv~ (12)
consecutive hours but less than thirty (30) days per calendar
year shall be registered with the Harbormaster by the owner or
operator of the watercraft. Upon registration:
          i) The owner or operator of the watercraft shall fur-
          nish the Harbormaster with such information as the Har-
          bormaster may require, including a description of the
          watercraft and the name and address of the Owner of the
          Lagoon Lot at which the watercraft will be moored.
          ii) The Harbormaster shall furnish the owner or opera-
          tor with written notice of the restrictions and provi-
          sions set forth in this Article XII.
          (b) Permanent mooring. All watercraft to be moored
within the Lagoon System for a period or more than thirty (30)
days per calendar year shall be registered with the Harbormaster
by the Owner of the watercraft. Upo~ registration:
          i) The owner of the watercraft shall furnish the Har-
          bormaster with such information as the Harbormaster may
          require, including a description of the watercraft,
          information relating to the ownership and licensing of
          the watercraft, and the name and address of the Owner
          of the Lagoon Lot at which the watercraft will be
          moored.
          ii) The owner of the watercraft shall also furnish the
          Harbormaster with written confirmation, on a form pro-
          vided by the Harbormaster, to be executed by the owner,
          that the watercraft does not feature anti-fouling bot-
          tom paint which contains biocides or, pursuant to Sec-
          tion 12.5, shall not be maintained or repaired using
          anti-fouling paint containing algacides.
          iii) The Harbormaster shall furnish the owner with
          written notice of the restrictions and provisions set
          forth in this Article XII.
          iv) The Harbormaster shall limit the number of perma-
          nently moored boats so as to at all times be in
          compliance with the Permits.

                              -27-
                                              VOL 68:1 , PG06 77
                                               OFFICIAL RECOROS
          Section 12.7. Violations. If any violation of the
restrictions set forth in Subsections 12.4 - 12.6 above necessi-
tates or contributes to the necessity of a cleanup or other reme-
dial action to be taken by the Association, the costs incurred by
the Association in such cleanup or remedial activities shall be
assessed as a fine against the following:

          i)  if the owner of the watercraft is also an Owner         of
          a Lot or Dwelling unit, such owner, or

          ii)  if the owner of the watercraft is not an Owner of
          a Lot or Dwelling Unit and the watercraft was moored at
          a Lagoon Lot at any time time during the violation, the
          Owner of the Lagoon Lot.
          The party to be assessed such fine by the Association
is entitled to written notice of the fine, and an appeal of the
fine to the Board of Directors of the Association, pursuant to
the procedures set forth in Article VI.
          In addition, the Harbormaster is hereby authorized to
deny access to the Lagoon System for any Owner, guest, invitee,
tenant or occupant who violates any of the terms of the Permits.

          Section 12.8. Enforcement by     DER.   The restrictions
contained in this Article XII may be       enforced not only by the
parties listed in Article 16.1, but also   by the Harbormaster and
the State of Florida, Department of        Environmental Regulation
("DER"), or its successor agency.

          Section 12.9.   DER Permit Compliance.
          (a) The Association understands and acknowledges that
authorized personnel of the Department of Environmental Regula-
tion ("DER"), upon presentation of credentials or other documents
as maybe required by law shall have access to the Property at
reasonable times for the purpose of
          (i)  having access to and copying any records that must
          be kept in connection with the Permits.

          (ii)  inspecting the facility, equipment practices          or
          operations regulated or required under the Permits.

          (iii)   sampling or monitoring any      substances or
          parameters at any location reasonably necessary to
          assure compliance with the ·Permits or DER rules.

          (b) The Association further covenants and agrees that
if at any time it does not comply with or will be unable to com-
ply with any condition or limitation specified in the Permits, it
will immediately notify and provide DER with the following:

          (i)   description of and cause of   non-compliance~   and

         (ii)  the period of non-compliance including exact
         dates and times or, if not corrected, the anticipated
         time the non-compliance is expected to continue and
         steps being taken to reduce, eliminate and prevent
         recurrence of non-compliance.

          (c) On or before July 29, 1992, the Association shall
initiate proceedings to obtain an operating permit for the
lagoon/lock/access channel system from DER.

          Section 12.10. Manatee Protection. Although the chan-
nel leading to the Lagoon from the Intracoastal Waterway is not
generally an area inhabited by manatee, it is a condition of
obtaining   the   Permits that the Declarant provide certain


                               -28-
                                           ,'l,: '.. 0 :
                                           UAL6"''OC.·:'·I,'1   t''''~O:''61''8r
                                                                 ~-'.",..




                                               OFFICIAL RECORDS
information about manatees to Owners, and all users of the Lagoon
System.   Accordingly, the Declarant shall initially install and
the Association shall repair, replace and maintain manatee aware-
ness signs at permanent locations within the Lagoon System.

          All Owners are hereby advised that there are civil and
criminal penalties for harming, harassing, or killing manatees
and to the extent that the Declarant or Association are held
responsible for a manatee harmed, harassed or killed as a result
of the actions of the Owners, their families, guests and
invitees, the Owner shall indemnify and hold the Declarant and/or
Association harmless from any and all costs and expenses in con-
nection therewith including without limitation reasonable attor-
ney's fees.

           Section 12.11. Harbormaster. The Harbormaster shall
 be an employee of the Association and shall perform all the
 duties and obligations set forth in this Declaration, including
 regulation of all boats and boaters in the Lagoon System, over-
 sight of manatee protection and education programs and prepara-
,tion of all reports required under the Permits.

          Section 12.12.    Mitigation Areas.   The Association
shall maintain and monitor areas of wetlands which were created
as mitigation pursuant to the Permits. Monitoring shall include,
without limitation, annual statistical reports of vegetational
sampling and semi-annual narrative reports.

                          ARTICLE XIII

                     DISCLAIMER OF LIABILITY

          Section 13.1.    General Provisions.    Notwithstanding
anything contained herein, in the articles, Bylaws or rules and
regulations of the Association or any other document governing or
binding the Association (jointly referred to herein as "Associa-
tion Documents"), neither the Declarant nor the Association shall
be liable or responsible for, or in any manner a guarantor or
insurer of, the health, safety or welfare of any Owner, occupant
or user of any portion of the Property, including, without limi-
tation, Owners, residents, their families, guests,      invitees,
agents., servants, contractors or subcontractors, nor for any
property of such persons.

         Section 13.2. Specific Provisions.          Without             limiting
the generality of the foregoing:

          (a)  It is the express intent of the Association Docu-
ments that the various provisions thereof which are enforceable
by the Association and which govern or regulate the uses of the
Property have been written and are to be interpreted and enforced
for the sole purpose of enhancing and maintaining the enjoyment
of the Property and the value thereof.

          (b) Neither the Declarant nor the Association is
empowered nor have they been created to act as an entity which
enforces or insures compliance with the laws of the United
States, the State of Florida, the County of Duval and/or any
other jurisdiction or prevents tortious or criminal activities.

          (c)   The provisions of the Association Documents,
setting forth the uses of Assessments which relate to health,
safety and/or welfare shall be interpreted and applied only as
limitations on the uses of such funds and not as creating a duty
of the Association, or the Declarant, to protect or further   the
health, safety or welfare of any persons, even if such funds are
used for such purposes. Provided, however, the foregoing provi-
sion shall not be construed to release or waive any of the Asso-
ciation's obligations to perform its obligations under Article XI
and XII and the Permits.


                              -29-
                                                     a
                                               VOL 6 I I PG0619
                                                 OFfiCIAL RECORDS
          Section 13.3. Owner Covenant. Each Owner, his heirs,
successors and assigns (by virtue of his acceptance of title to
his Lot) and each other person or entity having an interest in or
lien upon or making use of, any portion of the Property (by vir-
tue of accepting such interest or lien or making use thereof)
shall be bound by this Article and shall be deemed to have auto-
matically waived any and all rights, claims, demands and causes
of action against the Association or Declarant arising from or
connected with any matter for which the liability of the Associa-
tion or Declarant has been disclaimed in this Article.

                           ARTICLE XIV

                           MAINTENANCE

          Section 14.1. Association Responsibility.   In addition
to specific obligations set forth herein, the Association shall
maintain, repair and restore all the Common Property, including,
without limitation, maintenance, repair and replacement of all
landscaping, structures, Common Roads, rights-of-way and any and
all improvements set thereupon and shall perform all obligations
with respect to the provisions of Articles XI and XII and the
Permits.    The    Association   may   assume    the  maintenance
responsibilities set forth in any amendment or supplemental dec-
laration affecting, all or part of the Property. To the extent
such maintenance benefits only some of the Owners the cost
thereof may be assessed against those Owners as a District
Assessment.
          Section 14.2. Owner Maintenance Required and Failure
to Maintain. Unless otherwise provided in a Supplemental Declara-
tion or declaration of condominium the Owner shall maintain the
exterior of all buildings and improvements on his Lot and his
Dwelling Unit in good and workmanlike manner, and shall present
a neat and clean appearance upon the Lot and Dwelling Unit
including painting, repairing, replacing and caring for   roofs,
gutters, downspouts, exterior building surfaces, trees, shrubs,
grass, walks, and other exterior improvements.

          Prior to construction on a Lot the Owner shall cause
the Lot to be "underbrushed" at least annually.          If a Lot
contains or abuts any portion of the Drainage System or Lagoon
System the Owner shall maintain the embankment in compliance with
the permits. During construction of a Dwelling Unit or other Pro-
posed Improvement, each Owner will be required to maintain his
Lot in a clean condition, providing for trash and rubbish recep-
tacles and disposal. Construction debris shall not be permitted
to remain upon any Lot or about any Dwelling Unit. In the event
that any Owner fails or refuses to keep his Lot or Dwelling Unit
in compliance with the terms hereof, after written notice      to
Owner, the Board may authorize its agents to enter upon the Lot
and perform any necessary maintenance   at the expense of the
Owner, and such entry will not be deemed a trespass and the cost
thereof shall be collected as a Special Assessment as provided in
Section 4.3(b). Upon completion of construction, the Lot shall be
maintained free and clear of weeds, debris and underbrush.

                           ARTICLE XV

              QUEEN'S HARBOUR YACHT & COUNTRY CLUB

          Section 15.1. Ownership and Use of Club Facilities.
All persons, including all Owners, are hereby advised that no
representations or warranties have been or are made by the
Declarant or any other person or entity with regard to the con-
tinuing ownership or operation of Queen's Harbour Yacht & Country
Club ("Club").    Further, the ownership or operational duties of
the Club may change at any time and from time to time by virtue
of,   but without limitation, (a)      a sale or assumption of


                              -30-
                                            VOL 68 I I PGO 680

operations of the Club to or by an independegEFWJ~ko~E~O!OSentity,
(b)  the conversion of the Club membership structure to an
"equity" club or similar arrangement whereby the members of the
Club or an entity owned or controlled thereby become(s) the owner
or operator of the Club, (c) conveyance, pursuant to contract,
option or otherwise, of the Club to one or more affiliates,
shareholders, employees or independent contractors of Declarant
or,  (d)  the conveyance of the Club to the Association, with or
without consideration and subject to or free and clear of mort-
gages or other encumbrances.   In connection with any such trans-
fer, no consent of any Owner or the Association shall be
~equired.  In addition, the Owners shall have no right, title or
interest in the Club by virtue of their ownership of a Lot, or on
any other basis.
          Section 15.2. Rights of Club Members.    The Club its
owners and mortgagees and its members (irrespective of whether
such members are Owners hereunder), employees, agents, contrac-
tors   and designees shall at all times have a right and
non-exclusive easement of access and use over the Common Roads as
is necessary and convenient to travel to and from the entrance to
the Property to the Club Facilities and such other portions of
the Property as are necessary and convenient to the operation,
maintenance, repair and replacement of the Club Facilities.
Without limiting the generality of the foregoing, members of the
Club and permitted invitees shall have the right to park their
vehicles on the Common Property and Roads at reasonable times
before, during and after tournaments, and other approved func-
tions at the Club.

          Section 15.3. Architectural Control.      Neither   the
Association, the ARB or similar committee or board thereof, shall·
approve or permit any construction, addition, alteration, change,
or installation on or to any portion of the Properties which are
adjacent to, or otherwise in the direct line of sight from, the
Club property without giving the Club at least fifteen (15) days
prior notice of its intent to approve or permit same together
with copies of the request therefor and all other documents and
information finally submitted in such regard.    The Club shall
then have fifteen    (15) days in which to voice its approval or
disapproval, which opinion shall be given great weight in the
final decision.     The failure of the Club to respond to the
aforesaid notice within the fifteen (IS) day period shall consti-
tute a waiver of the Club's right to object to the matter so sub-
mitted. This section shall also apply to any work on the Common
Property hereunder.    The Club sh~ll not be sUbject to the
requirements of Article V hereof.

          Section 15.4. Limitations on Amendments. In recogni-
tion of the fact that the provisions of this Article are for the
benefit of the Club, no amendment to this Article and no amend-
ment in derogation hereof to any other provisions of this Decla-
ration, may be made without the written approval thereof by the
owner(s) of the Club or, in the case of a corporate owner, by its
board of directors. The foregoing shall not apply, however, to
amendments made by the Declarant.

          Section 15.5. Jurisdiction and Cooperation.      It is
Declarant's intention that the Association and the Club shall
cooperate to the maximum extent possible in the operation of the
Property and the Club.

                           ARTICLE XVI

                       GENERAL PROVISIONS

          Section 16.1.    Enforcement.   The Association, the
Declarant for so long as it is a Class B member, or any Owner,
shall have the right to enforce, by a proceeding at law or in


                              -31-
                                                    reseY9~Pi~Jsl,
equi ty, all restr ictions, cond i tions , covenants,             PGO 681
liens and charges now or hereafter imposed by the provisions of
this Declaration. Provided, however, the foregoing shaln~~A!€RECORDS
construed to limit the Declarant's rights under Article V to            .
retain architectural control of the Property as provided therein.
Failure by the Association, the Declarant or by any Owner to
enforce any covenant or restriction herein contained shall in no
event be deemed a waiver of the right to do so thereafter.     In
connection with any action taken by a party to enforce its rights
hereunder, the prevailing party shall be entitled to be reim-
bprsed for its attorney's fees and court costs, at or before and
at trial and on appeal.
          Section 16.2. Severability.    Invalidation of anyone
of these covenants or restrictions by judgment or court order
shall in no way affect any other provisions which shall remain in
full force and effect.
          Section 16.3. Term.    The covenants and restrictions
of this Declaration shall run with and bind the land, for a term
of forty (40) years from the date this Declaration is recorded,
after which time they shall be automatically extended for succes-
sive periods of ten (10) years unless an instrument of termina-
tion thereof is executed by seventy-five percent (75%) of the
votes of the Association.

          Section 16.• 4. Amendment. For so long as Declarant
retains its Class B Membership, Declarant reserves the right
without consent or joinder of any Owner or Mortgagee to (a) amend
this Declaration, provided that such amendments shall conform ~o
the general purposes and standards of the covenants and restric-
tions, herein contained, (b) amend this Declaration for the pur-
pose of curing any ambiguity in or inconsistency     between the
provisions herein contained, (c)      include in any supplemental
declaration or other instrument hereafter made any additional
covenants, restrictions and easements applicable to the Property
(d) release any Lot or Dwelling Unit from any part of the cove-
nants and restrictions which have been violated, if Declarant, in
its sole judgment determines such violation to be a minor or
insubstantial violation and (e) as may be required by any Mort-
gagee. In addition to the rights of Declarant, upon termination
of the Class B Membership, this Declaration may be amended by the
Owners of this Declaration by recording an instrument signed by
Owners representing not less than seventy-five percent (75%) of
all the votes of the Association.        All amendments must be
recorded.

          Section 16.5.   Multi-Family and Commercial Parcels.
Notwithstanding anything else to the contrary set forth herein,
the Declarant reserves the right to grant non-exclusive easements
over the Common Roads for ingress and egress and non-exclusive
easements over the Common Property for utilities, water, sewer,
cable television, drainage for the benefit of certain parcels of
land which may be developed for multi-family or commercial use in
accordance with the PUD Ordinance governing the Property and for
the members of the Queen's Harbour Yacht & Country Club.

          Section 16.6. Litigation. No judicial or administra-
tive proceeding shall be commenced or prosecuted by the Associa-
tion unless same is approved by a vote of seventy-five percent
(75%)  of the Members at a general meeting. This Section shall
not apply, however, to (i) actions brought by the Association to
enforce the provisions of this Declaration (including, without
limitation, the foreclosure of liens), (ii)   the imposition of
Assessments as provided, (iii) proceedings involving challenges
to ad valorem taxation or (iv) counterclaims brought by the Asso-
ciation in proceedings instituted against it. Notwithstanding
the provisions of Section 16.4 of this Article, this Section
shall not be amended unless such amendment is made by the


                              -32-
                                                                                      V;6.L6 811 ?G068 2
                                                                                             OFFICIAL RECORDS
Declarant or is approved by the percentage votes, and pursuant to
the same procedures, necessary to institute proceedings as pro-
vided above.
          Section 16.7. Use of Name. Declarant, for itself and
those of its successors and assigns as are designated by Declar-
ant in writing, hereby reserve the right to the use of the name
"Queens Harbour Yacht & Country Club" or any combination of such
words in the promotion, marketing, development and sale of the
Property or other property. No proprietary right to such name is
granted to any Owner or the Association.
 I



 I         Section 16.8. Use of Common Roads By Adjacent Owners.
 The Owners of certain parcels of land lying adjacent to the Prop-
 erty have been granted the right of ingress and egress over the
 Common Roads for the purpose of access to their respective par-
 cels. These are subject to the terms and conditions of certain
 Deeds of Conveyance, Grants of Easement, Reverter and Power of
 Attorney instruments recorded in the public records of Duval
,County, Florida.
               IN WITNESS WHEREOF, the undersigned, being the Declar-
ant herein, as hereunto set its hand and seal this        1~+1~day of
{kr//jj, l-ii j       ,  7.
                        198

Signed, sealed and delivered       QUEENS HARBOUR YACHT                                                   &            COUNTRY'"
in the presence of: '              CLUB, LTD.

                                   By:


                                   B




STATE OF   H.l.1""e,Op
               •
COUNTY OF 0; J; itJ L

     The foregoing instrument was acknowledged before me this
~day of        llcM.JuL '19£tt by   ..Jhtl" s:
                                          ~JAI
President of Queens Harbour tacht & Countr~~ Inc., a Florida
                                                            , the(/..tef
corporation,   corporate general partner of Queen's Harbour Yacht
& Country Club, Ltd., a Florida limited partnership, on behalf of
the partnership.               ~                                                                                                            ...     ::.,,<>.

                               ~~~~~ o~u~i~;
                                        y               id a                          ",d~~:·:.;~?i;~::t:/;~)
                               My Commission Expire:s.,:~';:=:;:::l~ . . ::.                                                                ':'.1   !; 1\             ,:';:
                                                                         .       . .•..... ::-:•.        ~'.~    ::.   ~     •    '.           ..~ .. i.~   •••   :,1·~·~ .:/~,!,'.~~
                                                                                      ~ :.•.•~ .. ;:~:;;:~ .. =; ~.:;...   ~"'···t >".... ,'                           ~
                                NOlA::)" ':;1~: 'C c':7"Tr:" ~r
                                                                                 .:
                                                                             r:!"::;r.'\~.':~
                                                                                                                                                                             -
                                                                                                                                                                           .<" -
                                                                                                                                                            '. ••. ,.'
                                                                  t:"1                                  :.1' ':'": ' ( ( ;             _.             •           ,


                                My ;;:,,~;;;~; ;,;,:;,,:: ;.-; ;;;}:'.~~g::<~:.::.{.~X:.c




                               -33-
                                                                                 VOt6 Bll PG0683
                                                                                   OFFIC·jAL RECORDS
                    CONSENT AND JOINDER OF MORTGAGEE

      The undersigned is the owner and holder of that certain
mortgage made by Queen's Harbour Yacht & Country Club, Ltd., and
 recorded in Official Records Volume 6789, Page 1340, of the
 Public Records of Duval County, Florida ("Mortgage"). The
undersigned hereby consents to and joins in this Queen's Harbour
Yacht & country Club Declaration ~co~e~~ts, Conditions,
Restrictions and Easements dated ~~~r'-18, 1989, and
subordinates the lien of its Mortgage to the terms and conditions
'thereof.

     IN WITNESS WHEREOF, the undersigned sets its hand and seal
on this I~N day of November, 1989.
Signed, sealed and delivered
in the presence of:
                                          LLOYDS BANK PLC

                                                   1 · '?f' , ! , - o , . _
                                          By: --.L~yC....~.£'" ~~L;.Af-<·~?r..t--_ t.'_... ~     .: - ::.-
                                              Syb1.l H. Weldon,
                                              Vice President




STATE OF FLORIDA
COUNTY OF HILLSBOROUGH

     The foregoing instrument was acknowledged before me this': ": ..,
I~f{ day of November, 1989, by Sybil H. Weldon, the Vice        .... .........
President, and Joseph F. Catalano, the Executive Officer,. of:·" :..' .
Lloyds Bank Plc, a banking corporation, on behalf of the .... :.<..... ,,-'" '.
corporation.                                                  h~'§~'                                              3':/:;
                                             tary PUblic, state.\of.                      ··.n            ::-'-'.:...         •
                                             orida                                                                      ,'f       ,:.



                                                                                                 .   ~.     .
                                                                                          ••••••.          I·,'   ','


                                          My commission Expires :::
                                      Notary Public, State of Florida at Large
                                       My CommIssion Expires June 4, 1990
                                        Bonded thru Huckleberry, SIbley.
                                        Harvey Insurance and Bonds, I~




                                   -34-
                                                                V£L68 I I PGO 684
                                                                 OfFiCiAL RECORDS
                                  CONSENT OF MORTGAGEE



          The undersigned is the holder of that certain mortgage
    recorded in Official Records Volume 6652, page 818 of the public
    records of Duval County, Florida ("Mortgage") and the undersigned
    hereby consents to and joins in this Queen's Harbour Yacht &
    Country Club Declaration of Covenants, Conditions, Restrictions
    a,nd Easements dated {\,,·L/nd:;.f),-, ,,-<;, 1989 and subordinates the lien
    of its mortgage to tfie terms and conditions thereof.

         IN WITNESS WHEREOF, the undersigned sets its hand                   and                     seal
    on this .1.t:L- day of ~ \   , 1989.


Signed, sealed and delivered
~ .presenct of.
                2:p1J./liJU
    /PUj /11 '
        .   A
,   /



J                           1<'
                                                       [CORPORATE SEAL]



    STATE OF FLORIDA

    COUNTY OF    7)., ttl
            The foregoing instrument was        acknowledged   before           me                   this
    ~~ day of November, 1989, by William B. Dawson.



                                                                    Florida
                                                   .     ,
                                         My Commission Expires:
                                                                                                  .' .
                                                                              .:. -.                           ' . .:
                                                                                                             ,'./'

                                                                   .;.:..~~ .:;;~.      "-.~,>.          -                   ...:
                                                                                              ..."               '"
                                                                                       -.    .."                     .
                                                                                                                                    '.~"
                                                                                                                                      .    .,,:;; ...
                                                                                                    '.-                  .     -<b.            ('....   ••
                                                                                                                                               :.'

                                                                                                             .... ~' ~;             ".




                                         -35-
                                                 OFFlClAL RECORDS
                           EXHIBIT "A"


     Lots 1 - 353, Queens Harbour Boulevard, Troon Trace Lane,
Sandringham Drive, Princess Kelly Drive, Emerald Cove Court,
Chicopit Lane, MacQueens Court, Shipwatch Drive East, Hammock Cay
Drive, Club Cove Drive, Schooner Point Drive, Fiddlers Point
Drive, Shelter Cove Drive, Chatsworth Lane, Hope Sound Court,
Bermuda Cay Court, Little Harbor Court, Tortuga Point Drive,
Admirals Bend Drive, Longs Landing Road East, Shipwatch Drive,
Hawks Trace Drive, Longs Landing Road West, QUEEN'S HARBOUR
YACHT & COUNTRY CLUB, UNIT ONE, according to plat thereof
recorded in Plat Book ~ ' pages 100 , JJ2.Q..A through 100 ~ of
the current public records of Duval County, Florida.




                             -36-
'lGth8 \ \ PG0686
  OfFiCiAL RECORDS
                            EXHIBIT "B n




                        Additional Property

PARCEL E

A, part of the John McQueen Crant,        Section 37, Township 2 South,
Ranqe 28 East, Duval County, Florid.a, beine; more particularly
d.escribed. as follows:    COr-1ME~C:NC at the Permanent Control Point
marking the Point 0: Reference of :he Plat of Pablo Villas, as
record.ed. in Plat Sook 38, Pae;es 23 and 23A of :he Current Public
Records of sald County, said point also beine; si tua te on the
centerline P.I. of San ?ablo Road,            as described in Official
Records Volume 602, rage 568 of said Current Public Records, said
Point also belnq s:.tuate in ~~e South line of £aid Section 37;
then:e South 84°54'';'7'' \-lest, alone; said South line of Section 37,
a distance of ~0.58 feet to a point situate in the Westerly rie;ht
of 'day li:1e 0: San Pablo Road: ';her.ce North 04°37'07" Ea£t, alone;
said Westerly rie;ht of W2'l :~~e of San ?~blo Road, a distance of
5087.87 feet to an ane;le point ~n said rie;ht of way line; thence
North 00°27'55" West and cont~n~inq alone; said Westerly rie;ht 0:
way line, a distance of 639.12 :eet for a ?OINT OF BECINNINC;
:hence continue North 00o~7'55" Hest alone; said Westerly ::.:;-:h-: c:
way line, a distance of 1057.76 feet; thence North 01°:5'53" ~G.st
and continuine; alone; said Wester~y ri-;ht of way ~il~e, a :hstance
of 363.49 feet to an ane;le point in said right of way line: thence
North 00°29'28" East and continulne; alone; said Westerl'l right of
way line, a distance of 773.35 feet to an angle point in           said
right of way line; thence North 01 °15' 57" West and continuing
along said Westerly rie;ht of way line, a distance of 376.02 feet
to the point 0: curvature of a c~rve to the right :~ncave Easterly
and having a radius of 1185.92 feet; thence Northerly around and
along the arc of said curve, a distance of 3~0.76 feet; said arc
being subtended by a chord bearing and distance of North 06°57'56"
East, 339.58 feet to the pOlnt of tangency of said curve: thence
North 15°11' SO" East and continuine; alone; said. \~esterly right of
way line, a distance of 1377.74 feet to the point of curvature of
a curve to the left concave Westerly and having a radius of
1869.86 fee't: thence Nor'therly around and along the arc of said
curve and con~inulne; alone; said \-Ieseerly riqh't of way· line, a
distance of :J25.12 feet: said arc beine; subtended by' a chord
bearing and distance of North 10°12' S8" East, 324.71 feet to the
point of tangency of said curve: thence Nor~h 05 0 14' 06" East and
con~inuing along said \"lest:er.l y   right of way ~:'ne, a distance of
165.29 feet: thence South &2°49'39 11 \yes~ ana alone; the Sou'therly
 line of those certain lands conveyed to Duval County by Deed Book
 1650, ?age 299 of the Curren~ Public' Records of said County, a
distance of 584.28 feet to an angle pOln~ in said line: thence
 South 82°41' 26" West and con~inuing alone; said last mentioned
 line, a dis~ance of 1067,01 feet to an angle point in said line;
 thence South 82 0 35' 13" West and. continuing along said last men-
 tioned line, 1137.S2 feet;         thence South 82°36'36" West,     and
 continuine; along sald last mentioned line, a di stance ot" ZSO. 00
 feet; thence South 18°02'09" East, a d.istance of 3155.48 feet;
 thence South 07°34'16" ~ast, a distance of :704.33 fee~; thence
 Sou~h 79°26'09" East, a dis:.ance of :00.00 :eet;. :nence North
10°33'51" ~ast, a distance of 400.00 feet~ thence North 90°00'00"
East, a distance of 1069.70 feet to the POINT OF BECINNINC. ~ess
and except hereon any por~ion of unsurveyed SeCtlons 1, 2, 11, 12,
13 and 14, Township 2 South, Range 28 Eas~, Duval County, Florida,
lyine; adjacent to said Sec~ion 37 referenced herein.




                                  -37-
                                                   vol6 8 I r PGO 687
                                                       OfFICIAL RECORDS
                            EXHIBIT "C"




                Architectural Planning Criteria.

     The criteria set forth herein are the    initial guidelines
which will be utilized by the ARB in its review of all plans and
specifications submitted to it as provided in Article V hereof.
These guidelines do not constitute preapproval of any proposed
improvement, but are provided herein to describe certain minimum
standards and   specifications.   Whether it is specifically pro-
vided in these Architectural Planning Criteria or in any other
provision of this Declaration, all improvements made to any Lot
whether vertical or horizontal, permanent or temporary, func-
tional or decorative, for     residential use or for ancillary or
recreational purposes must be submitted to the ARB for        its
approval in accordance with the provisions of Article V.

           (a)   Building Type.    No Dwelling    Unit   shall   be
erected, altered, placed or permitted to remain on any Lot in
Queen's Harbour Yacht & Country Club Unit One      other than one
detached single-family residence containing not less than two
thousand   (2,000) square feet for one floor buildings and two
thousand two hundred       (2,200) square feet for two story build-
ings, such square footage shall be measured to include liveable,
enclosed, heated floor area (exclusive of open or screen porches,
patios, terraces, garages and carports) not to exceed thirty-five
(35)  feet in height and having a private and enclosed garage (or
carport if approved) for not less than two (2) nor more than four
(4)  cars.     Unless approved by the ARB as to use, location and
architectural design, no tool or storage room may be constructed
separate and apart from the Dwelling Unit nor can any such struc-
ture(s) be constructed prior to construction of the main residen-
tial Dwelling Unit.

          (b)  Lot Siting. Set back restrictions shall be as set
forth on the plat or in any supplemental restrictions made pursu-
ant to the terms hereof. A Dwelling Unit may be located upon a
single platted Lot or a combination of platted Lots and in such
event the side set back lines shall apply to the outermost Lot
side restriction lines. The ARB shall have the right to impose
additional set back requirements for all Lot lines to preserve
line of sight of neighboring properties.

           Unless waived by the ARB, the main dwelling located on
each Lot shall be placed no closer than twenty five (25) feet
from the front lot line, ten (10) feet from the side lot line or
twenty five    (25) feet from the rear lot line unless a Lot
contains a lake or jurisdictional wetlands and then the set back
lines shall be measured from the top of a bank of a retention
area or from the most inland jurisdictional line as established
by the Army Corps of Engineers, Department of Environmental Regu-
lation or the St. Johns River Water Management District.      Lots
located on corner lots shall be located at least twenty (20) feet
from both streets, irrespective of which lot lines are estab-
lished as front or side lot lines.

          (c) Height Limitations.     No   structure    shall   exceed
thirty-five feet in height.

          (d) Exterior Color Plan. The ARB shall have final
approval of all exterior colors plans and each Owner must submit
to the ARB prior to initial construction and development upon any
Lot a color plan showing the color of the roof, exterior walls,
shutters, trims, which shall be consistent with the Dwelling
Units in the surrounding areas.



                               -38-
                                                 voL68 I r PG0688
                                                  OFFICIAL RECORDS
           (e) Roofs. Flat roofs shall not be permitted unless
approved by the ARB.    Minimum pitch of roof will be 5/12.  Pro-
trusions through roofs for power ventilators or other apparatus,
including the color and location thereof, must be approved by the
ARB.
            (f) Garages and Automobile Storage.   In addition to
 the requirements stated in Paragraph (a) above, all garages shall
 have a minimum width of twenty (20) feet and a minimum length of
 twenty (20) feet as measured from the inside walls of the
'garage. All garages must have either a single overhead door with
 a minimum door width of sixteen (16) feet for a two-car garage,
'or two (2) sixteen (16) foot doors for a four-car garage, or two
 (2), three (3), or four (4) individual overhead doors, each a
 minimum of eight (8) feet in width, and a service door.       All
 overhead doors shall be kept closed when not in use. No car-
 ports will be permitted unless approved by the ARB.    Automoblies
 shall be stored in garages when not in use. No garage shall be
 converted to living space unless a garage in compliance with
 these provisions is constructed in its stead and unless the
 facade of the enclosed garage is approved by the ARB and a new
 garage in compliance with these restrictions is built. The use
 of side entry garages is encouraged wherever possible.

           (g) Driveway Construction. All Dwelling Units shall
have a paved driveway of stable and permanent construction of at
least sixteen (16) feet in width at the entrance to the garage •.
All driveways must be constructed of an approved mater ial. .

           (h) Garnes and Play Structures. All basketball back-
boards, tennis courts and play structures shall be located at the
rear of the Dwelling Unit, or on the inside portion of a corner
Lot within the setback lines.        No platform, doghouse, tennis
court, playhouse or structure of a similar kind or nature shall
be constructed on any part of a Lot located in front of the rear
line of Dwelling Unit constructed thereon and shall be con-
structed so as to not adversely affect the adjacent Lots or the
use or privacy thereof. Any such structure must have prior
approval of the ARB.

           (i) Fences and Walls. The composition, location and
height   of any fence or wall to be constructed on any Lot shall
be subject to the approval of the ARB. The ARB shall require the
composition of any fence or wall to be consistent with the mate-
rial used in the surrounding homes and other fences,     if any.
Wire or chain link fences are prohibited. If an Owner owns a pet
as permitted hereunder, such Owner shall be required either to
erect and maintain a fenced rear yard or to construct and main-
tain another ARB-approved method for keeping and maintaining such
permitted pets.    Any fence, wall, hedge or other similar struc-
ture or improvement must be included in the development plan with
respect to location, height, and type of material and must be
approved by the ARB and no fences will be permitted on the Lot
property line.

          (j) Landscaping. A basic landscaping plan shall be
prepared for each Lot and must be submitted to and approved by
the ARB prior to initial construction and development thereon.
The plan shall call for landscaping improvements, exclusive of
sodding and sprinkling systems, requiring a m~n~mum expenditure
of $500.00 by Owner. No artificial grass, plants or other arti-
ficial vegetation or sculptural landscape decor shall be placed
or maintained on any Lot unless approved by the ARB.

          (k) Swimming Pools and Tennis Courts.     Any swimming
pool or tennis court to be constructed on any Lot shall be sub-
ject to the requirements of the ARB, which include, but are not
limited to the following:


                               -40-
                                               ~\' .. 68 I I PGO 689
                                                 OFFICIAL RECORDS
          (i) Composition to be of material    thoroughly      tested
and accepted by the industry for such construction:

          (ii) The outside edge of any pool wall may not be
closer than four (4) feet to a line extended and aligned with the
side walls of a Dwelling Unit unless approved by the ARB:

          (iii) No screening of pool areas may extend beyond a
line extended and aligned with the side walls of the Dwelling
Unit unless approved by the ARB:
 I



          (iv) Pool screening may not be visible from the      street
in front of the Dwelling Unit unless approved by the ARB:

          (v)  Location and construction of tennis    or   badminton
courts must be approved by the ARB:

           (vi) Any lighting of a pool or other recreation area
shall be designed so as to buffer the surrounding Dwelling Units
from the lighting:

           (vii)   Tennis court lighting shall not be permitted.

          If one Owner elects to purchase two (2) adjoining Lots
and use one for  recreation purposes, the Lot used for recreation
purposes must be adequately screened by landscaping and/or walls
or fences on both the front and side as required by the ARB.

          (1) Garbage and Trash Containers.    No Lot shall   be
used or maintained as a dumping ground for rubbish, trash or
other waste. All trash, garbage and other waste shall be kept in
sanitary containers which shall be kept within an enclosure con-
structed with each Dwelling Unit in a location approved by the
ARB.

          (m)  Maintenance During Construction. All Lots    shall
be maintained during construction in a neat nuisance-free condi-
tion. Owner agrees that the ARB or the Association shall     have
the discretion to rectify any violation of this subsection, with
or without notice, and that Owner shall be responsible for    all
expenses incurred by the ARB thereby, which expenses shall con-
stitute a Special Assessment as described  in Article IV, Section
4. 3(b).

          (n)  Temporary Structures.  No structures of a   tempo-
rary character, trailer, basement, tent, shack, garage, barn, or
other out building shall be used on any Lot at any time as a res-
idence either temporarily or permanently, except that the Declar-
ant and/or its designees may erect and utilize  temporary struc-
tures for construction or sales use.

          ( 0) Removal of Tr ees. In rev iewing  build ing pI ans ,
the ARB shall take into account the natural landscaping such as
trees, shrubs and palmettos, and encourage the Owner to incorpo-
rate  them in his landscaping plan. No tree of six (6) inches in
diameter at two (2) feet above natural grade shall be cut or
removed without approval of the ARB, Which approval may be given
when such removal is necessary for the construction of a Dwelling
Unit or other improvement.

          (p) Window Air Conditioning Units.   No window or wall
air conditioning   units will be permitted. All air conditioner
compressors shall be screened from view and insulated by a fence,
wall or Shrubbery so as to minimize noise.

           (q)  Utility Connections. Building connections for all
utilities,   including,  but not limited to, water, electricity,
telephone and television shall be run underground from the proper
connecting points to     the Dwelling Unit in such a manner to be


                                -41-
                                             vot6.81 I PGO 690
                                               OFFICLbLL RECORDS
acceptable to the governing utility authority. Approval of water
to air heat pumps will not be considered unless excess water can
be dispelled directly into a storm water drainage structure.
          (r) Mailboxes. No mailbox, paperbox or other recepta-
cle of any kind for use in the delivery of mail, newspapers, mag-
azines or similar material shall be erected on any Lot or on any
Dwelling Unit without the approval of the ARB as to style and
location.   If and when the United States Postal Service or the
newspapers involved shall indicate a willingness to make delivery
to wall receptacles attached to Dwelling Units, each Owner, on
the request of the ARB, shall replace the boxes or receptacles
previously employed for such purpose or purposes       with wall
receptacles attached to dwellings.

            (s) Lot Size. No Lot which has been improved by the
 construction of a single family Dwelling Unit shall be further
 subdivided or separated into smaller lots by any Owner: provided
 that this provision shall not prohibit corrective deeds or simi-
-lar corrective instruments. The Declarant shall have the right
 to modify the subdivision plats of the Property provided that all
 Owners of the affected Lots consent to such modification, which
 consent shall not be unreasonably withheld. The Declarant or its
 designee, without the consent of any Owners, may modify a Lot(s)
 it owns for the purpose of creating a street or right of way and
 the restrictions as'to use contained herein shall not be applica-
 ble to such Lot(s).
           (t) Sight Distance at Intersection.   No fence, wall,
hedge   or    shrub planting which obstructs sight lines and
elevations between two (2) and six (6) feet above the roadways
shall be placed or permitted to remain on any corner Lot within
the triangular area formed by the street property lines and a
line connecting them at points twenty-five (25) feet from the
intersection of the street line.

          (u) Docks.     All docks constructed shall be reviewed
by the ARB and shall utilize standard materials, colors and
design as previously approved by the ARB.     Fur ther , any such
docks shall be constructed and maintained in strict compliance
with the Permits.

          (v) Architectural Planning Criteria.      As   provided
above the ARB shall adopt initial ArChitectural Planning Criteria
which may be modified from time to time as provided above.     In
addition, the ARB may adopt more particularly specific criteria
which may be incorporated in the policy manual and which may be
modified from time to time by the ARB.   Such Architectural Plan-
ning Criteria and policy manual shall be maintained in the Asso-
ciation office.

          The Architectural Planning Criteria are intended as
guidelines to Which adherence shall be required by each Owner in
the Property; provided, however, the ARB shall have the express
authority to waive any requiremepe, set~orth herein if, in its
professional opinion, it deems ~u9~_~aiv~r in the best interest
of the Property and the devT~ftl0nrequested is compatible with
the character of the Property~ A waive~ ~all be evidenced by an
in~tr~ment 7igned   and execufe3 oP~ 4h~ARB upon approval by a
maJorlty of ltS members.                  .




LCKDECQHY
                                                                                                             .
                                                                                                                                    r'rtEI'MlD e'~ t.r1'J PEJ!!~N         TO:
               "VQt6 8"02.PG ,. 573                                                                                                 t.lr:OA CO~:t:C'l Y.,'\~!::. :\:~::.:n;;:;
                                                                                                                                    '.   ",   ,-,~ ;:~.:
                                                                                                               '
                                                                                                                                    ::; ~ :'. ' .. :~                    '.   :'. .
                                                                                                                                   2000 Il~D(I'c.fli;WT S;JiJ"'iE
                 OffiCIAL RECOROS~ON                                                         OF RBSTRICTICH                        JACKSONVILLE, nQ[u:)!. ~:~U2




                                                                                                                                                                                      tt~
                 This Declaration ot Restrictions is made as of this jD                                                                                                                 day
          of !Ie;,vember, 1989 by Queens Harbour Yacht and Country Club, Ltd.,
          a Florida li.ited~artnership.("Declarant"}.
                                                        \-       "            :"0
':   ':                                                              ..\    " ':,,'UCITALS
                 A.          Declaran~ . 'is'                               the     owner ofcerta1n land more fully
          described in Exhibit "AW attached hereto and made a part hereof

                     .' ':":<.',:
          ("Property"). .::..' .. ...
           - '                             .~ '
                                                                                                                                                                  ".   ~~:'    ,.

          ::   . ·B. ' Qenlarant ha's certain,'option~i9ht8 1.:0 pur'chao. land as
                                                                                                                                                                       ,",
;' ... mora tully            ~~~~~i~ in tw~oPtio:n'~9i~~~~ri~s:
                         •   ::   ';.~\'   : . • '.\'        •         ."           •••. ,    4   <" ... ":: .~. _~~.'~ _.>
                                                                                                                        .      .
                        .(l):"ConditionalContinuinq.:: option: Aqroeaent
                                                                    ..
                                                                                                                                                                                      datod.,
                                                                                                                                                        : .. :"
                                                                                                                                                                        .:
                                                                                                                                                .   ~                                         .   ,"



          December 26; "1983 by. and between Ca1:'lD; Dawson,' Trust.,,' and Fred
     'B. Bullard, recorded in Official Records ',Volume 5750, Page 716. of
          the current.public records of Duval County, Florida;                                                                                             a8                 modified
          by Modification of Conditional Contir.uing Option Agreement dated
          February 2, 1989,                              r.corde~               in Official Records Volume 6652, Page
     . 798,      aforesaid rocords;' as assigned to Queena                                                                         ~arbor                              Yacht and
      Country           ClUb,                 Ltd.,                   pursuant               to, Assignment of                                 Option dated
      February 2, 1909 recorded in Official Records Volume 6652, Page
      801,       aforesaid records; as modified by Second Modification ot
      Conditional                  continuing                               Option Agreement                            dated            May                           26,            1989,

      recordod in ofticial Records Volume 6710,                                                                               Pago 1086 aforesaid
      records; as assigned to American Realty Finance Corp. pursuant to
:;;:-,Atis~gnment            of Option Agreement dated May 26, 1989 recorded in
     Official Records Volu.me 6710, Page 1123; aforesaid records and
      further         assigned in Assignment                                                  of         Loan recorded                              in Oflicial
     Records Volume 6727, Page 444 aforesaid records; and
                         (2)               Conditional continuing Opticn dated February                                                                                                  2,
      1989       between WiJliAm B. Dawson and Sandra N. Dawson as Optionors
     and Queen's Harbour Yacht and Country Club, Ltd., as Optionee,
     dated February 2, 1989, recordod in Official Records Volume 6652,
     Page 802, aforesaid records and as assigned to lender,                                                                                                                   Am~rican

     Realty Finance Corp. pursuant to Assignment of Option                                                                                                             Ag~eemcnt

     dated May 26,                          198~,                    rccc>rded in Official RAcords Volume                                                                             6710,

     pag~        1128   as aforesaid and further                                                  ay~igned                in Assignment of Loan
 ',....                         '         -.'       .1.··. ' -                              I   •


 :,".~ ~:'~"'. v.i;t'5802                                           pSlS74
                          . OfFICIAL RECORDS
   '" recorcled in Ofticial Records Volume 6727,                                                                                                                                                                      Page 444, 'ilt'oresa!d
         .records ·(jointly reterred to horein as "Option Aqreements").
,: :.:-.,-:.; ': The . l~nd sUbject to th.option Aqreements is more fully
.: : ~··"";'·I~"' .'.                           .                            .. .                                                                                                .

'.·,deiicrib8ci in EXhibit. "B" and                                                                                                         "C" attached .h.reto and made a part
:':~:~~;~:.'..                                  ' .                                                                                                     .,:~.                                         :', ..
                                                                                                                                              '"                          "              '.'
                                                                                                                                                                                         .           -.' ..:•....
·t\h···.reof ("Optic" ft-rcel")
:••. :.             •• ~-                                                                                                    ..                 •
                                                                                                                                                    " .,.;;.        :..
                                                                                                                                                                              ,.;.
                                                                                                                                                                              , .. ,:'           ••.. ,
                                                                                                                                                                                                              ;)" ·
                                                                                                                                                                                                               •.0:.;'·..   .,"      : .':' ' •.
.~~:.;:~."'''~~;~!1~:,~f:':J.. . ,~ '.:.;: ~..                                   .' .' . '. .' . :.. ' ·4'\~:<. :'. '. ,~~:~ ':"~'. ':'.;~.~.~~: ,'. ;~: :~.~:/,~.~:~::.~ . :                                                                  " .,
;!;~~:;':';'~; " C.· ":: ··In: . connection . with,:the::·d.evelop1lent                                                                                                                                                            ot: .th.·, ProPerty,
~~:i:~}'/.f\;:. '. ;'.':'.... ):.~. '., . ::.~ \·:··'"l,:>:·:,.~.~~:::-.:";:J;~.::':::/:':~~" .' . .:; •.. ' .
.:· ... :D8clarant·: obtained fro. the· stat., of' Florida Board ot Trustees ot ..
.:;':;~~:::;£:'> ..;': .:....:-. ~~'":;~ .'                                                                                         .                      ...
                                                                                                                                        :.:'.~' ~'::~ ".,:""-",~:~~',:'                                         . '.'                      ~     ;....           .'
:::::;·the··Int.rnal Improv.ment Trust·. Fund. ("Beard ot Trust•••·) 'and t.'te
~~.: ~!:r.-~~:/r '~4j.:.,· _,':~:.                            ~..           -'          ,       ,'.'            . . ..~ . '~':'~:4::;:":' .:.. ;;.'.:.:.             :/:....I.·~ ~   ..:_.•  ~      :.:'../.:          •          .;.,     .:             ...".


:~;:i·:FloridQ'.; ;Departm,ent :. of· Hatur~l·. R.aource.s                                                                                                            ("DNR"). ,: a" Sovereiqnty'   >.
~:~::;~~~..;·;·~.::t~\.~,: ...:. :-. ;..... " :' .... -:1 .. ! ,,'~' • • :- .~':;:'.::••• ;. :'. ~,.':'." '':'.\:' ''''~,::.~~!,,·~.;'a.:·.<r;·:>~·                                       i   .:, .....            ;",., .
                                                                                                                                                                                                        ~.~ ' ..... ~ • • • . , ':.:"         .'.


':!~~SUbMrged . Land' ··,£aaem.nt :H~r .0025(3837';'16) (·Ea.ement·)... ·. which
~ . . :.~::>::~ '\..~. ; ~~~.. ':' ,; :~.' .," ~:'.:'/ .':.   ~         I      <~ . . ~ ?:; ~~I: '~'.:~ ..... ~:..;:_~.: .. ~ ... ~.. ~..~~;. ..... :~~.~.~~.... :~ ...' :( ~ ..: .:: ..., ..: : " • ~ •.: _. . ' . ~.' ., ..... -.\ .' : ....
                                                                                 .: :   •• '    •                ' . : .•                                                                                                                                                               .•
:·,,:,zaa_ent '. con1:ain• . certain . condition.:: .and·,> ·r.strictions.· Which ....
i:i·.~·:::'!;,,:'~J:}~/'-';"'/:"          l ' •... .t..   ~         •       ~.          ' •. '         :.   I                  ."       >,.:,.' .:.: : -.. ::.'. ;'. ;:":~:"'. :'.:~ . ';:.:~'.':                                    .'j                  '.'   ,.~"   '. : . ;     .


:~,·~r.quir•.                       the .re.trictionof:future:.',activities (" in·· the.' creok .and ..
:t\~S·:.;;,·~:t~.....··;· .:. ;I~::~'. :,'. .        . ....;'..... ", .", ·~i~·.':: ..·~.·.:,':;~"'01~· :_::.~·~~.t: . ·:·~. -..:~ . . :.··: :' . ,'.:, .' .~: .._; .., ....::~..... .. "
 <r'jiAriah;~areas lihich. are sovereiqnty lands' or .. the 'state and'. which'" .'

'::\:'~rdo~ th~' "Property.                                                                                        Further, to                                      'tit~ ~~.ri~· 'that                                                         the 'Declarant·

.. become. the tee si!lple title oWner of anyportlon otthe option
        Parc.l,                                 then the conditiona and restrictions contained in the
        easement shall. automatically. burden that portion of the option
        Parcel which the Declarant owns trom time to time •
                                . D~            In·'order to comp!')' with the p~ovision 'ot the Easement,
        the                         DNR             andt.he                                          Board                   of             Trustees' have                                                                  required,                      and                    the
        Declarant                                     ha.                               aqreod,                         to              place                       c.rtain                                      restrictions                                   on                the
        Property' and on the option parcel (to the extent that Declarant
,,"':   :-.' ,;:":   :; .....   :....                                                                                                               1           "   •••••




;'owns any portion thereot) all as more fully set forth herein •
       .        "
                                    '


       NOW, THEREFORE, in consideration ot the premises, the
        Declarant hereby                                                                        decl~ros                    that
                                    (1)         No              ,t.. ..imple                                                owner                   of                    any parcol                                                 or pnrt of                                   the
        Property or any interest therein which                                                                                                                                         bord~rs                                     on the creeks or
        marshes which are sovereiqnty lands of tho State ohall
                                                    (a)                          Extend ownership J)y purchase or any other means
                                    into such creeks or marshes.
                                                    ~b)                     Construct any dock or any other structure within
                                    the creek or marshes except for the lock between the upland
                                    laqoon                     and                                  Pablo               Creek                  and                        its                      appurtenant                                           structur&~
           . '. ,;;;-.':'~ ...,.....~ ,"..                                                                                                                                             iii                $                          I

                                approved in accordance with the terms of the Easement.
                                                    (c)                     Excavate any access channel within the creeks or
                                                                             "-
                                '~1l681i2'                             ro 1575
                                     OFFtClAl RECORDS
                                     marshos except the                                                              ~hannel                in Pablc Creek approved pursuant
                                     to .the terms ot the Easement.
                                     The cre~k and marsh bor.der otProperty which is subjected to
            the toregolnq restrictions i. indicated by'the beavy line (marked
. :'",       ;   .

..X;iO,800 1 I.F and 17,000 13)                                                                                              in the.sketch map attr..:hedhereto ,ao
:,;:~:~;i:   :.:' ·l~ . ~;. .i.                       .                                    •...........
:.:·,Exhiblt                                               "C"         and aade a                                           pax-thereot ,"provideci therefitriction
~,~~;~.~.. :.:l.:.,=-:- _.. ..                                        .•                                                                                       . .;: •.
'r.l:1all not apply to the Option Parcel 'except in accordance with
     .  . .      .'  ~
                                    .'


',' paragraph 3.



                                                                                                                                                                                                                . .:         .~.,
                                                                                                                                                                                                                .! .....•. :,"

                                                                land              to .' ita                             orig~nal                condition, . the                            owner . 'shall.
i.~~..::~...~:.;7.;i~        ....    i.          ~                                                                                                                                                 -'.   'f"·      ."   ••



';.::undertaJce anyotherlllitigation or restorAtive. measures: lUI may ~.:
'l:.                 .....                                                                                                                                                                  ,.     ..              ......
 ~!~';'~~i~Od by th.applicabl~ agency.                                                                                                          The restricti(;ns :contalned':in
:~~':~.l~' "Declaration                                                                      ahall                   enure to the benetit ot and                                                  shall be
..
       entorceable by the Board of Trustees.                                                                                                               This restriction shall nC't
       be amended,                                                    modified or appealed without written consent ot the
       Board of Trustees.                                                                                                      .     ~.




                                     3.                         Upon Declarant obtaining fee simple ownership to any
       portion of the option Parcel, the foregoing re'strictt'ons shall
       immediately and automatically extend to and                                                                                                                         rest~ict          the portion
      of the option Parcel owned by the Declarant.                                                                                                                            Provided, however,
      that the restrictions will not apply to a 150' section of the
:~:~.\: ;.~~,,:~~.~~~~;~.:~
       •.                                 ..... ,,:       '.'    .:               ~
                                                                       "_ • • . • .   ,I   ..: "   ::..     ...   •." : "      .•.   ~.":   ""';::"    .:;:<         . ."..            . ...;      ' ..
i\'.horeline ot the .Option· Parcel which borders'on the J:larsh on the
      Greenfield Creek side of the option Parcel aD depicted in the
      sketch drawing:;.;&;attached as Exhibit                                                                                                         c.           The restrictions shall
     become effective for the option Parcel or any portion thereof on
     ~he                        date that tho deed                                                                      tor the Option Parcel or any portion
     thereof                                              is          recorded                             in           the          Public             Records                  of    Duval       County,
     ?lorida.                                                   Provided                                  however,                   until            any          portion            of     the        Option
     Parcel                                           is         conveyod                                  to          Declarant,                     this                Declaration             and              the
     restrictions contained                                                                                 her~in             shall not be deemed to                                       encumb~r               the
     option Parcel and shall not be                                                                                                         con~trued                     as a Itan, defect or
     oncumbrance thereon.
                                    4.                           Declarant                                    hereby                      declares                    that            the        foregoin~


     restrictions ahall                                                                       consti~ute                       covenants running with the land and
    shall                                 be binding upon all                                                                parties having                               dllY    right,          title or
    :vrLStJB" ,~.1'5:77
"    ',~ClA~ REOO~
                                   ."   f
                              .,   I    '.




            ~~.':.••.... '.




LCJ<QHDEC
CFf1CJAt RECORD'S
  I




                                            , ' .                       .
               ....             '. : :. cacsorr AX!)   SUBORDUIATION OF MORTGAGE




       ,.'




        STATE OF NEW YORK )
                                     ~
                                         55.:
        COUNTY OF 'MONROE '
       .....
                      '.-   '

      . ,.. This instrument' was acknowledged before me this 29th day of
        November. ,1989. by DonaJd,J. Eich. 'Senior Vice President of Rochester
      ,Cormlunity Savings Bank. a,·New York bank1ngcorporat10n. on behalf of,
       ,~~he corpora t 1on. ' ," _, -,;,', ' .   '                  . " "':"'~~)d~/ }
                                                                                        ) "-l .~·... ~: :.f;'J °
                                                                                                 .    . "
                                                                                                                           ...-'     ...•
                                                                                                                       . ::. ';.·A:.-...
                                                                                                                                                        0
                                                                                                                                                                .'       0°
                                                                                                                                                                                  .
                                                                                                                                                                              "'''..




                                                                 ot a    Pu C           . . . ' .• ~ .. 'fl =::.-
                                                                                        J (I.,! ~;",                            :l§
                                                                                                                                                            I        \   .-




                                                                State of New York,~,it:::'~~ .,; j.7J.~          ~:''.;.;~;:i-!~/'"
                                                                My colTltlis s1on expj ~5~ I Y ·wio1JJ:.: '~•.?
                                                                                                     t.   ,:~. "'lO, -;. 0".       '0 ",,,' ...... f~~."')."".~                  .'
                                                                                      . . ,~~ . ~I:''-:.::J . ~, =i '. ·::~1j~~1:·,:·';;~·· . -.
                                                                '(Nl>tary Seal)             f ...··.t~~;·.;~,''."                  -1,; 1f./·· ,.,,':J'~'
                                                                                             • 'f'''' u
                                                                                                 .' ~"jl... ;__ •
                                                                                                                  .   t   ••••   -1.;- .·:..'.. . l"t~,.J, "e ..\' ,,'
                                                                                                                                     'I,.. ,..
                                                                                       MOHlCA(f. 1WUiUN:.. ·'::'1,,,:~,I'.
                                                                            MOTAin'
                                                                            .. e-,
                                                                                             Ib....,: ..:'.• ~<~
                                                                                      P'tlauc.
                                                                                       I I . ~/D·.:JI·~·(gQO
                                                                                                                                                  .
                                                                                                                                            ,.-
                          \.                                                    '-,
             PARCEL A
                                 A portion of.. the John McQueen Orant, Sec'tion 37, To\omship 2 South,
                                 Rar.q:.. :i.6 Eaat, Duval County, FloridA:, J:>oing more particularl~'
                                 described aa follow8: COMMENCE at a Pormanont Control Marking at
                                 the' point of reference ~f the plat of Pablo Villaa, aa recorded in
                                 1'1at Book Je, paqea ~3 anci ~3n oi the Current Public. f\ecorda of
     ~                           laid County; said point also bainq s1tuat~ in the centerline P.l.
      tS)  Cf)l                   f San i'eblo Road, a. d.scribed in Official Recorda Volume 602,
        tJ')                      aq. 566 of aaid Curren.,; Public Record.; said point a180 beinQ
          -                       i tuate in the South line of aaid Section ,37; thence' South
    . ~ae4054' 47" West, alonq aaid Sout.'l l~.ne of Section 37, a diatance of
';-- ~ '~0.S6· feat to a point situate in the Westerly right of way line of
               c::> . 'aaid San Pablo Road for a POINT OF BEOINNn~O; ,th~Qee ,continue
       "GO', . ~uth, 64°S4' 47" West along laat said l1ne, a diBtance of, 1151. 73
i:.~\D,    -.fi.                     tJ ;thence South 64°S6 126" WOllt, and continuinq ,alonq,said South
                  ,
  :,:,.,;,r.:,;,:,,: .~ ',,:.,;'  ine. of Section 37, a distan c e 032 f429. 66'h feot i ' thhen2c6e04,N7~r4th4"
                 ..
                                                                         f
,
                          .' 19°21' 44" Weat, • distance of 1 7 S l •       eoti, t ence Nort .
                                                                                            1
                                 East' a. dlatance of 1134.51 feeti thence North 41°24 33" East, a
                                 dist~nce \)f 56S.10 feet; thence North 10°33' Sl" East, a ',diatance
   "                             of 27S1.$S ,feet'.;,thence North 90°00 100" 'East, ,'a,' ,·distanc. of
.;;'.:. ',' 1069.70. fest tO,a point situate in ,said Westerly riqhtof way line
 -'                      ,;; of San "Pablo"Road,~ th.nce South 00°27 155". Eaat slonq" l.at said
      :': ': • :,..:line, ',a~:,d1atance ,of 639.12 feet, thence South 04°37' 07"' West and
 ".. ;.:' ·'continu1nq. alonq laid We.terly riqht of way 'line,' a· diatanee of
                            : 5087 ~ 87 feet to the POINT OF BECINNING. 'Laaa' and except .. hereon
                              .::anY90rtinn of,unsurveyed 'sections 1, 2, 11; 12~ :~3, and -14, Town-
                             'ship 2 South, Range 28,Ease, Duval County, Florida, lyinq.adjacent
;.   !'.                    ~:to .aid Section 37 referenced herein.

           PARCEL·B.·    "!    "

           A portion of the John McQueen Grant, Section 37, Townahip 2 South,
           Ranqa 26 Ea.t, Duval County, Florida, beinq more particularly
           deacribed aa followsr COMMENCE at a Permanent Control Point at
           the point of reference.of the plat of Pablo Villa., a8 recorded in
           Plat Book 38, PAqe. 23 AM 23A of the CUrrent Public Records of
           said County, said point aloo beinq lituate in tho centerline P.I.
           of San Pablo Road, aa described in Official Recorda Volume 602,
           Paqe 568 of said CUrrent Public Recorda; aaid point also boine,
            aituate in the South line of laid Section 37; thence North
           65°14'07" East alonq the South line of. said Soction 37, a distance.
           of 40.54 feet to a point situate in the Easterly riqht of way line
           of said San Pablo Road; thence North 04°37' 07" East, alonq aaid
           Ea.terly r1qht of way Une, a distance of 250.62 feet to tho
           POINT OF BECINNING; 'thence continue North 04°37' 07" ,EaBt alonq
           aaid E.oterly r1qht~f way line, 4827.35 feet; thence North
           00°27' 55" Weat and continuinq along said Easterly right of way
           line, '1699'.22 ,feet;' ,thence North 01 °15 I 53 11 East and continuing
           alonq ,.aid·Eaaterly riqht of way line, 362.82 feet; th-ance North
           00°29' 28" Ea.t and eontinuinq alonq aaid Ea.terly right of way
           line, 775.12' feet, thence North 01 ~1S I 57" West and continuinq
           .alonq aaid Ea.terly riQht of way line, 377.24 feet to the point of
           curvature of a curve to the riqht concave Eaaterly and havinQ a
           rad1us of 1105. 92 f~et; thence Northorly alonq and around the arc
           of said curve 317.77 feet; 'laid arc being subtended by t\ chord
           bearinq and d1stance of North 06°Si'S6" Ea.t, 316.68 feet to the
           point of tar,qel1cy of sa~d curve; thence Ncrth 15°11' 5011 East and
           continu1nq alonq said Eaoterly right of ",ay line, 1377.74 feet to
           the point of curvature of a curve to the left CQncavo Westerly and
           havinQ a radius of 194'.86 feet; thence Northerly alonq and around
           thfl arc of aaid CUTVe 339. 03 fe~t; said arc beinq subtended by a
           chord bearl~~ and distance of North 10°12'56" East, 338.60 feet to
           the point of tanqency of said curve; thence North 05°14',06" East,
            182.69 feet; thence Northeasterly alonq the Southerly line of
           thoae certain land. cO"lveyed to Duval County by Doed Book 1650,
           Paqe 299 of the Current Public Rllcords of said County run the
           followinq 5 cour.e. and diatancesl              Course 1 - North 82°49 139"
           East, a diatance of 204.57 feet; Course 2 - North 82°42'13" EaBt,
           a diatan~e of 640.23 feot; Course J - North 82°00 130" Eallt, a
           distance of 172.93 feet; Course 4 - North 74°15'37" East, a
           d1atance of 196.81 feet; CourEe 5                 North 68°52'22" East, a
           diatance of 60.00 feet; thence South 34°08 1 02" East, a distance of
           86.26 teet; thence South 19°26' 05" Weat, A dietance of 853.95
           feet; thence South 71°33'54" Eaat, a distance of 300.00 feet;
                                         ••
           thence South 00°00' 00" W t, a di stance of 440.00 feet; thence
           South 52 0J.5' 38" West, a di stnnce of lQ54. 98 foat: thence South
           02°:31'59" East, a di2Stanc~ of 50G.00 tout to a po1.nt situate in
           the Northerly line ()f those certain lands described in Official
           Records VolWlle :>053, PaQo 245 (Parcol C) of the Current. Publ~c
           Recorda of said County; thence North 89°52 '19" neut alonQ la.e
            ••,,~ ,,,__      ..... __ .. ,  "'6"''''''''''
      thereof; thence. S.;uth 05°50' 51" East al.ong the We15t.erly line (If
      l£aa~ mentioned lar.ds and along th~' Wel!l~c I. ~y line of those certain
      lands described in OfflC 1.r.l Records Volume 2539, Page 539 and

-     Official Records Volume 2057, Page 82 (P~rcel V), a distance of
      638.78 feet to the Southwest corner thereof;                thence Scuth
      89°58'41" Ea.t alon9 the Southerly line of aaid laat mentioned
      lAnds, a distance of 694.05 feet to th~ South_aat corner thereof;
      thence No:th 05°50' 51" West along the Easterly line of said laat
      mentionea lancs, a distance of 565.32 feet ~o thQ Northeast corner
      thereof; thence South 89°58' 41" EaDt along the Northerly line of
      tho.. certain lands described in Official R..cords Volume 2335,
      Pag_ 392 of said Current Public Recorda, a diDtance of 340.06
      feet; thence South 69°41'41" Eaat and continuing along said last
      mentioned 11n;,-3 di:tance of 295.00 feet; thence North 64°57'51"
      East along the Northerly line of tho~e certain lands described 1n
      Official Recorda Volu:ne 2057, Page eo (Part:el I), a distance of
      706.38 feet to the Sou4;hweat corner of thoae certain landll de-
      scribed in Official Recorda Volume 3669, Page 636 of said Current
      Public Records and a point hereinafter referrec1to as Reference
      Point A; thence North 89°18'19" Eaat, 231.9@ f __et to· a point
      hereinafter referred to as Reference Point a, returning to said
      Reference Point A, run North 00°41'41" West along the Westerly
      line of said last mentioned lands, 79 feet, more or leas, to the
      water of Pablo Creek; thence Easterly alon9 said waters and
      followinq the meanderinqs thereof, 233 feet, mure or loss, to a
      point which lies North .06°06'41" West, 96 feet, more or lesD, from
      .aid Referen;;e Point B; thence South 06°06' 41" East, alon(J th3
      Westerly line of those certain l~nds described 1n Official Records
      Volume 4482, Page 924 of said Current Public Records, 96 feet,
      more or le~s, to said Reference Point B; thence con~inu1nq South
      06°06'41" East along said last mentioned line, 199 feet, more or
       le88, to a point situate in the Southerly 11ne of those certain
       lands described in Official Records Volume 3669, Page 634 of said
      Current Public Records; thence Northeasterly along the Northweat-
    _ erly edge of an existing salt marsh, 260 feat, more or le38;
      thence North 89°18'19" East alOng the Southerly line of those
      certain lands described in Official Records Volume 3516, Page 1052
      of said Current Public Recordc, 90 feet, more or le8s, to tha
      Southeast corner thereof, and a point si tuat~ in the Easterly
      government mellnde:- 11ne of said Section 37; thence South 00°41 1 41"
      East,· along 8aid la8t montioned line, 934.00 feet to an angle
      point in ~aid meander lino; thence South 29°48'42" We~t and
    - leaving said meander 11ne, 1260.62 :eet; thence South 66°53'C9"
      West, 891.57 feet; thence South oooon' 00" West, a distance of
      1513.46.feot; thence South 52°49'56" Wost, a distance of 189.07
      feet; thence South ~1°40'21" East, a diotance of 81.14 faet to the
      Point of Curvature of a curve to the right; thence along and
      around the arc of said curve concave Westerly and having a rhdius
      of 300.00 feet, an arc distance of 319.67 feet; said arc being
       subtended by a chord bearing and dietance of Soutn 01°08'45" East,
      304.76 feet to the Point of Tangency of a curve; thence South
      29°22' SO" We8t, a diatllOee of 13.78 feet; t~ence South 49°30' 00"
      EAst, a distance of 310. &9 feet; thence South 78°16' 30" Heat, a
     distance of 171. 09 fettt; thenceSou..:h 18°37' 20" West, il distance
     of 578.74 fee~; thence South 39°33'0~" East, a distance of ~~5.27
      fbet; thence South 86°37' 13" East, a distance of 944.34 feet;·
      thence South 14°55'53" East, a distance of 310.48 feet; thence
      South .00°00'00" West, i' distance of 880.00 feet; thence Sou~h
      52°30'56" Eaat, a distan6e of 748.39 feet; thence South 65°:4'07"
     West, along said Sou~h 1!~~ of :~etien 37, a distance of 3100.00
      feet; thence North 04°37'07" East, a distance of 250.62 feet;
      thence South 85°14'07" West, a distanc~ of 285.00 feet to the
      POINT or BEGINNING. Less and except horeon any portion of unsur-
      veyed Sectlons 1, 2, 11, 12, 13 and 14, ~ownship 2 South. Range 23
      i::ast., Duval Count.y
                          I  Florida, 1 ying adj acent to said Section 37,
      referenced hereln. And fu~~her excepting therefrom the follnwlng
      descrlbt'd lands.
';Jlr'li2~,;;;'                           '''''::':y:~': " ' i ' . ' : ••' {             j

J.   'J..t -:
            '':-; .,.:"        &;.          PARCEL C                 •
. . ~. ~L.REC_                                                   .;. ';'.   i·
                                                                                 l

                                                                                     !



;.·i·j..u:~::of     the, John H"Qu••n Grant, ,section 37, Township .2 South,
 ;.'. ~ge ;·;:,)8 Jtaat,··, DuV~l County,' Florida ; being lIore particularly
 ::ducribe4;'·.atollowa:. " C~cing"at .the .Permanent Control Point
..~;JIai:'kinq·j.tb.·;:point"ot·.r8tereno •. ot·the P~at ot San' .Pablo Village
~;;a"<r.c~rdid:':;.in     i",Plat .ftOc"k·.:.-38;,·:pages,·. '23 ··and: 2'3A of:. the . current
;;r.~pub.l·iOi:r.cord~;1  Qf: aaid :::'~~\lnty;'~said!iP~int')l~80           ::beinq;sittiate:':on ' *..
::).c..nt:U::l~';':r~!·:.~~I·"<j~~f}l~f/Pa1?~~':'-~,~~d:\~.;;:::.dellcx:.il)ed·.;; ~',::~9tfici~I.:
>Rcacorda":;Volu.e i :' 602,.~· page:,; 56'·":.ot,·:: said·;:, currant ··p\.d)lic··, records':;:
                          .
 ;:~~~."~e~/ O~.·f,;:.,50 ~~,j;l~:~;;,~~,'··'.~!.~~ez ..:aaid ;,c~~bflino..:.o;;,: :~~;'?ablo
... Roac!,."Can.80;, ;~oo1:,.~rlg!:lt.;_o~~ .. ~y)""f, • .'.,dj,.t:anc•. , ot." 1617.0_.,...,c.,- ..to.·1l
;~·~P01nt·:·.it\l&te;~'iJt~tbe>Nortti:i·~l1n.,:,·~of:::;the~;       South,:':t«.no~":~oct·;, .....;,;:....~ t d'
dB.ct:i.~~·'~;3Jf:,~:~~~.:!}.fot~t~(';8.4·~.;,::.~~~i;~j~9~~!'(; Bil•.t;:,;:.~~~ong~\,· i~~t.:.:~~ri~i.;;~;~·j
:.S~in.~.;.~.a·:,~~ce:.of.;:.'4~'.,!5.5;~t . .t·:,t:Q~:fa;·,:~int::8.i~u~t.;:.1~·~.7Eao~orly:
                                      ~a~4 :~·:~~·.;;·Pablo·::"Rolld
~:~.ri9bti·::'~~/vay.~?:1~,.\~i",~~:.:~:                           ,·);~.nce:,,~NO.~·<03~' ;: ~o. ~.:'
~t; 10·~. ~.):.~~~l~ng:,~, . .id··'Ba~rl~!,~iCJht'(O~xvaY~i::':a<di.tanca;       \ot;;~.1780,~OQ'·.
'.: .teet, ,~. thence·~·;lIorth~. '1·~:.4' 'u:40~,,:,Bzl.t,"':1000.' OO>t.e.tl'-.i,:t:henc.~;'So1ith
;~;.26~.iJ,~~.~;:·z;. 52!!)~~st.~\~:~a.1~:~"~:4;~;:;.~"'~.:(t.9~·::;~~:~~;i;:~~~:;:~Eq.i.NNplG r::::~en?~;
,,~H~~t.b~i..2~,~ ,351~:~3',,:~.t:":'13~~~:;.teet:'!·.~~i,,~~·,:·point:~,~t . }JU~~t~.,.;.~~:a·
:;/curve~.;:;t:o~·:~.~lGtt·:".'concave\we.terly;;;ancs.i:bavinq;·:a'.;~racliuag                 ot~,:'300~OO"
~\~~   ••t.:I:f'.~ence:+ ...~erly::"aro~fth."jfrc;~~.~t:~).~l~t:~~e.;L;J.l,9:._,'67,:,.,teet;
'~~said."aro·:beiri9~,        .ubtende4··by..· ·a/chord· bearing':and·;·,distance·.ot'North
                                                             r

;!.::();·,;il..~5.~.,~~.a~.£1wut:i~;~304.7.6.;:~e&t.·to·.th.?pOint;/ofS~9~i:.~o.t:~8aid·
<·curv.;!'~:thenc.~·,NQrth;,32·'.i27·,,:,·18·::W~.t·;\~~.81:;.14\::itQet:r~·~enC.,·North·                 .
.':.5:Z~~()2~;~!59'!/.:Ba8t:;:::~.145. toet~':\'Dor•. ;'or::;}le.~·~~::.t:O;::;thG:'~lie~~er.lY;·.ec1ge.'Jot.
<~~n:~~i.tir.g.~.aalt:. ~.aarBb,.., the:':.ame belri9·,·:'the;',:;.2a.terlY:~boundar.l;;ot
?.aid",~,~.S8c1:ion·'3.7i·;,·thenc EasterlY~·:·:SOuth.-rly~>w.ilterly':;alon9,,·aaic1
                                        •.
-; .• alt~:ur.h. and: following the' meanderinqa·thereot.,· . 2420·,;teet, ·more
 ;'.or ,l••s;.:·t;o· a point which lies South.:50.· .16~ .'.57", EaSt/.';·:165 ·toot,
   more' or,' lase, trOJllthe point· ot beqinning; ',.thence:· North 50·. 16'
    57" west, ,165 teet, Dore or lesa,to the·point.ot :beginning.·, "




 LCl<QH LF-GAL
                                OPTIOH   PA.~t:EL
                                                                    VOL 6802 PG I 5b3
pARCEL   ~
                                                                      orrr'ol Al RECQROS
 A part of the ;ohn McQueen Cran~, S.c~10n 37, Townahlp 2 Sou~h.
 Ranqe 28 £a.t, Duval Coun\;y, t ~orlcia, belnq morC! p.1.rticul.l.r.l.y
 deacribed a. follow.:       C~"TME!':c:~rc; ~ t. t.~e PermanCltnt Con~roJ. POlnt
 markin<; ~he P01n~ 0: Re:erence G! ':htl" Plat of Pable Villas, IU
 racorded in Pla~ Sook 38, Pages 23 arod 23A of ':he Currant Public
 aeCOrc.lL of scad County, said pOlnt. alao be1nq a1 tuat.e on t.h.
 cent.erline P.I. of San ?ablo Road,                 aa de.cribed 1n.. Official
 Records Volume 602. Paqe 568 of said Current. & ·~blic Records. said
''Point al:lo :"unq s:.t.uat.e :.n ':~e Sout.h line of ta1d Section 37;
  then:. South a4°S4'~7" w.st, a10n9 sald Sout.h line of Soct.ion 37,
  a aiat~nce of ~0.S8 feet t.o a point. sit.uat.e in the West.erly ri9ht.
 of.~.y line of San Pablo Road: ~h.~ce Nort.h 04°31'07" tact. alonq
  aaid Westerly riqht of wa1 :i=_ of San ?~~lo Road, .·distanco 6f
  5081.81 feet. ':0 an anqle point. ~n said ri;ht of ~ay line: thence
 Nor~ 00·27'55" Weat and c:nt~n~in; alon; said Wosterly r1;ht of
  way line, a distance of 639 .12 !D.~ for a ?OHtT OF SEOIl-INUTO:
                                                                ..
  thence continue North 00·21'55" \'lese alonq said W at.erly ::'yh-: c:
  way lin., a distanc~ of 1051.76 f.ee; t.hence North 01°~S'53" £.at.
  and conl:inu:'nq alonq sa1d West.er ~ y :'~';iht. of "la~' ~ ~ne, a :ii:s~ance
  of 363.49 !e.e to an anq1e pOlne in ~aid riqht of way lina: t.hence
  Norl:h 00°29. 28" East. and cont.1nulnq a10n9 said \o/ea1:er11 ric;ht of
  way line, a distance of 113. J5 feet to an anqlo point 1n aaid
  r1qht of 'way l1ne: t.hence Nor~h 01°15'57" WOD1: and continuinq
  ~lonq said We.1:erly rl;h1: of way 11ne, a distance of 316.02 feet
  1:0 the poin~ of curva~uro of a c~rve t.o the ri;ht :cncave ~A.terly
   and havinq a radius of 1185.92 feot.; thance Nort~erly around and
   alonq th~ arc of said curve, a dis~anc. of 3~0.76 f.oet; said arc
  being subtended b~ A chord bearin9 and dls1:ance of North 06°57'S6"
   East, 339.58 feet t.o the pOlnt of tanqency of said curve; t.hence
  North ~5°11·S0" E.st and cont.inuln9 alonq said Wes1:orly ri9h1: of
  way line, a distance of 1311.74 foet to t.he point. of curvat.ure Q!
   a curv. to t.he left concave Wo_terl y and hAvlng a radiua of
   1869.86 , ...t.: thence Northerly around and alonq t;he arc of sald
   cur',e and cont.1nu1nq a10nq said \-Ie8t.erl y r1qht. of way lino. a
   dill'Cance of 325.12 feet.: .said arc beinq ~u:bt.ended b.y ·a chord
   bear1n; and d1:s1:Anco of North 10°12'58" East., 324.11 feet. to tho
   point of tanqency of said ~urve; t.h~nce North 05°14'0&" East and
   cont.inuing alonq said \'leat.er.ly right of ·ea.y ~:'ne. a dis~ance of
   165.29£oet; thence South &2°49'39" H• • t. and alonq t.he Sout:herly
   line of tho.e certsin lan~s convoyed to Duval Coun~y by Deed Bock
   1650, Page 299 of ~he Currer.~ Public Records o! sald Coun1:y, a
   distance of 584.28 feet: t.o an anQle pOlnt in sald line; t.hence
   Sout.h 82°41' 26" West. and con1:1nui.nq along Gald last: ment.loned
    line, a ~iat.ance of 1061.01 ieet. t.o an anQlo point 1n SA1d 11nd:
   thence South 82°35'13" We6~ and con~lnulng along said last. men-
    tioned lino,     ll37.52 fee~: ~henc:e Soueh 82°36'3&" West.,                  and
   contin~ing alonq 3ald last. ment.ioned line,            a distance Ot Z';O • 00
                            o    •   II
    feot.: thance South 18 02 09         East., a dist.ance of 3155 ...8 feet..
   1:hence Sou1:h 01°3~'161l East.. a dist.ance of :i04.5J !e,;et:: thonc~
    Sout.h 79°26'09" East., a dis':ance of :00.00 :eet:;. :hence North
             1t
   10·33'51 East. a diso:ance of 400.00 feet: t.httnce North 90°00'00"
   EASt, a cis~ance of 1069. 70 ! eet. to t.he POINT 0: 9ECINNINC. LOJ!: 5
   a~d except. her~~n any ~or~ion of unsurveyed Sec~~ons 1, 2, 11. 12.
   lJ.and l~, Townsh1p 2 Sout.h. Range 28 East.. uuval County, :lorida.
   lYlng ad)acent. to sald Sectlon 37 referenced hereln.
                                                                                       L1NDA.CONNOR K~N£ \
FltEP_RED By,                                                                          HOLLAND & KNlmlT .
 LINPA CONNOR KANE                     FIRst iMENDMENT TO              (               ~O~'U INDEP[NDENT SQUARE
HOLLAND & KNIGHT                        QUEE~IS HARBOUR YACHT & COUNTRY ~LUB   Jr..CKS(\~mLl.       rLOIlI[);\ 32202
,000 INOEPENOENT SQUARE                            DECLARATION OF
JACKSONVILLE, /lORIDA 32.'():'
                                 COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS                           C)
                                                                         I                                   ."
                      THIS FIRST AMENDMENT is made this ~ day of october, 1990~
                'by QUEEN'S BARBOUR YACHT rr COUNTRY CLUB, LTD., a Florida limited$:
                partnership ("Declarant").                                        ~
                                                                                                            :0

                                                                                                            ""
                      A.
                                                        RECITALS
                          Declarant caused that certain Queen's Harbour Yacht ~
                Country Club Declaration of Covenants, Conditions, Restrictions -
                                                                                                            g
                                                                                                            :a
                                                                                                                       -
                                                                                                                       -
                and Easements to be recorded in Official Records Volume 6811,
                page 650 of the pUblic records of Duval County, Florida
                ("Declaration") •  All capitalized defined terms used in this
                instrument shall have the same meanings as defined in the
                Declaration.
                     B.   Pursuant to the provisions of Section 16.4 of the
                Declaration, for so long as Declarant retains its Class B
                Membership in the Queen's Harbour Yacht & Country Club Owners
                Association, Inc., Declarant has the right, without consent or
                joinder of any Owner or Mortgagee to amend the Declaration.
                      C.  In order to comply with the conditions of certain
                permits issued by the st. Johns River water Management District
                (nSJRWMD") for the development of Queen's Harbour Yacht & Country
                Club, SJRWMD has required that certain restrictions placed upon
                the use of the Drainage and Lagoon Systems.
                     D.   Declarant has determined to make                     amendments      to     the
                Declaration to set forth such restrictions.
                     NOW THEREFORE, in consideration of the premises and other
                good and valuable consideration, Declarant hereby amends the
                Declaration as follows:
                     1.   section 11.S(e)              is   hereby   amended    to   read,     in     its
                entirety, as follows:
                               (e) The Lagoon System was approved, was designed and
                          is operated solely for boating use.   Swimming, any form of
                          recreation or other activity involving direct contact with
                          the water, and fishing are strictly prohibited in the
                          Lagoon System.   Neither the Declarant nor the Association
                          shall be liable to any Owner, his family, guests, invitees,
                          lessees or occupants for any damages, loss, expenses, costs
                          or attorney fees which may be sustained by any person by
                          reason of death or injury to any person or damage to any
                          property, arising out of or in connection with swimming or
                          otherwise coming in contact with the waters of the Lagoon
                          System or eating fish, other seafood or any other material
                          taken from the Lagoon System.
                          2.       Subsection "(g)" is hereby added to Section 12.4:
                              (g) Only non-toxic sheeting or piles may be used in
                         construction of individual docks or other structures within
                         the waters of the Lagoon System.
                     3.   Except as modified herein all terms and conditions of
                the Declaration shall remain in full force and effect.
                                                                VQt6 913             P62'                            "6
                                                                  OFFICIAL .RECORDS
     IN WITNESS WHEREOF, the undersigned have set its hand and
seal as of the date first above written.




STATE OF f'l.-lCT:e i OA                                                             '/0,
                                                                                                0, •••••
                                                                                                                ','         .•.•




COUNTY OF (JU VA.L-

     The foregoing instrument was acknowledged before me this ~1cl
day of October, 1990 by OV,<JL bl/Y!~              ,  the              -
President of Queen's Harbour Yacht & Country Club, Inc., a
Florida corporation, general partner of Queen' s Harbour Yacht.~,"<'
Country Club, Ltd., a Florida limited artnership, on behalf)~f~' ....
the partnership.                                /        ,.. ;:~';;!-I"""',""'J','~'
                                                            ~          '. '::'~.~~::}.~ ..~/:.~:~{);~;
                                              /.            ~            ' ..... ~,...              ,,';:j.,.'., V' ' .
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                                                                   . {~=J~~:;;/~ ;~.~c~',}r~\
                                           My commission exp1r~~... !~,(;.;,.L            ,.":                                         <: :
                                                                     : --.£. ". """;" 0 11 ;'                                          .'!- .:
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                                                                                     ;:"    ;




LCKQHYCC AMEND:wp
                                                       VOL 7 3 20 ?G 115 l.

                                                         OFfIC!r\L RECORDS
                         SECOND AMENDMENT TO
                QUEEN'S HARBOUR YACHT & COUNTRY CLUB
DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS
                   RE: CONSERVATION EASEMENT

       THIS SECOND AMENDMENT is made this    ~~ay        of   (];t,~,!,£/ .
1992, by QUEEN'S HARBOUR YACHT & COUNTRr-ctUB,         LTD.;' alorfda
limited partnership, ("Declarant").
                               RECITALS

       A. Declarant SUbjected certain land owned by it to the
        Harbour Yacht & Co'.mtry Club Declaration of Covenants,
Qi.v~en' s
Conditions, Restrictions and Easements recorded in Official Records
Volume 6811, page 650 and First Amendment to Queen's Harbour Yacht
& Country Club Declaration of Covenants, Conditions, Restrictions
and Easements recorded in Official Records Volume 6973, page 2115,
of the current pUblic records of Duval County, Florida (jointly
referred to herein as "Declaration").
     B.   Pursuant to the prov~s~ons of section 16.4 of the
Declaration, for so long as the Declarant retains its Class B
Membership, the Declarant may amend the Declaration, provided that
such amendments conform to the general purposes and standards of
the covenants and restrictions.

     C.   At the time of recording this Amendment, Declarant is the
Class B Member of the Association and the st. Johns River Water
Management District has required certain amendments to the
Declaration to clarify certain obligations and restrictions upon
the Owners of Lots or any portion of the Property.

     NOW THEREFORE, in consideration of the premises the Declarant
hereby decla=es as follows:
     1.   section 6.15 is hereby amended to read, in its entirety,
as follows:

           section   6 .15  utility  Provisions.        The  City   of
      Jacksonville, or its successors ("Utility Company") has the
      sole and exclusive right to provide all water and sewage
      facilities and service to the Property. No well of any kind
      shall be dug or drilled on any of the Lots for any purpose and
      no potable water shall be used within structures on the
      Property except potable water which is obtained from utility
      Company.   All sewage from any building must be disposed of
      through the utility Company's sewage lines and through the
      sewage lines and disposal plant owned or controlled by the
      utility Company. No use of septic tanks shall be permitted on
      the Property.    No water from air conditioning systems, ice
      machines, swimming pools, or any other form of condensate
      water or waters from drains located in or on docks, marinas,
      boats, pump out stations operated in connection with the
      lagoon system or drainage system (as such are hereinafter)
      shall be uispose~ through lines of the se';lage system. utili.ty
      Company has a nonexclusive perpetual, unobstructed easement
      and right in and to and over the easements as shown on the
      plat of the Property or as SUbsequently granted to the Utility
      Company for the purpose of ingress, egress, installation
      and/or repair of water and sewage facilities. Utility Company
      is hereby given the right and power to enforce the provisions
      of this paragraph against any person who violates the
      provision hereof.    All right, conditions, obligations and
      liens to which the Property is SUbject relating to the water
      and sewer utility facilities and service are more properly set
      forth in the utility Service Agreement by and between
      Declarant and Utility Company as may be amended from time to
      time and the provisions, easements, terms and conditions and

                                                                            ~\I
                                                                           ,I
                                          Permit No.:4-031-0317M2
                                                                       I            /
                                                                                l
                                                  VOL 73 20 PG' , 55
                                                   OfFICJAl RECOROS .
     agreements regarding rates, charges, indemnities, and other
     matters are incorporated herein by reference.
     2.   section 10.6 is hereby added to Article X.
           10.6 Conservation Easements. It is acknowledged that the
     development of the Property must be in accordance with the
     Permits issued by the st. Johns River Water Management
     District ("SJRWMD"), including without limitation, Permit No.
     4-031-0317M2.
          In connection therewith the Declarant hereby declares
     that the land lying waterward of the wetland limit line as
     delineated on the plans dated september 20, 1989 and on file
     with the SJRWMD ("Restricted Land") shall be held, sold,
     transferred and occupied sUbject to the conditions hereinafter
     set forth, unless Owner obtains a permit from SJRWMD or the
     Department of Environmental Regulation for such activities.
               a)   There shall be no construction or placing of
          buildings, roads, signs, billboards or other advertising,
          utilities or structures above the ground in the
          Restricted Land.
               b)   No soil or other substance or material used as
          land fill, and no trash, waste, unsightly or offensive
          materials may be dumped or placed on'the Restricted Land.

               c)   No trees, shrubs or other vegetation on the
          Restricted Land may be removed or destroyed.

               d)   There shall be no excavation, dredging or
          removal of loam, peat, gravel, soil, rock or other
          material substance in such a manner as to affect the
          surface of the Restricted Land.
               e) There shall be nC'l surface use of the Restricted
          Land except for purposes that permit the land or water to
          remain predominantly their natural condition.
               f)    There shall be no activities within the
          Restricted Land which are detrimental to drainage, flood
          control, water conservation, erosion control, soil
          conservation or fish or wildlife habitat preservation.

               g)   There shall be no use made of the Restricted
          Land and no act shall be undertaken which is detrimental
          to the retention of land or water areas or which are
          detrimental to the preservation of structural integrity
          or physical appearance of sites or properties of
          historical, architectural, archaeological or cultural
          significance.

         The foregoing conservation easement and restrictions are
    covenants running with the Restricted Land and are binding
    upon the Owners of the Restricted Land, their successors and
    assigns.

         In addition to other enforcement rights under this
    Declaration, the restrictions and obligations set forth herein
    may be enforced by the SJRWMD and no amendments may be made to
    this section of the Declaration without the prior approval of
    SJRWMD.

     3.   Except as modified herein, all terms and conditions of
the Declaration remain in full force and effect.
                                                                             VOL 7320 PG' , 5 6
                                                                               OFFtCIAL RECORDS
     IN WITNESS WHEREOF, the undersigned Declarant hereby sets its
hand and seal as of the date first above written.
Witnesses:

J~~
'Print Name r A;;A.(s..s:
                                               QUEEN'S HARBOUR YACHT &
                                               COUNTRY CLUB, LTD.
                                               By: QUEEN'S HARBOUR YA.C!'!T &
                                                    COUNTRY CLUB, INC.

                                               By:        plaf~~~J2-
                                                          Its                   President
                                                                                                                                                 :.J
                                                                                                                                                            ..   -
                                                                                                                                                                 -
                                                                        (Corporate Seal)                                                    ._/




STATE OF FLORIDA                                                                                        .. t......:" ,"'. ~ '..                  . ",' ."
                                                                                                    ~   1.1   ~   J ~ '. :. '! )   ") : '\ t •

COUNTY OF DUVAL

     t.lhe   fOreg:~trument                 was acknowledged beforti me this
                          , 1992, by.~~d'-Y1 ,
               Qu~rbour                       &~ountry                            Inc.~a
oiL{   day of
President of                 Yacht        Club,         Florida
corporation, general partner of Queen's Harbour Yacht & Country
Club, Ltd., a Florida limited partnership, on behalf of the
partners~, who    is personally known to me or who produced
~ ~ <' t / as identification and who did (did not) take an
oath.


                                               Si'i££~~
                                               acknowledgmery"7
                                                E.   AtYef/E /7 ~VC€s
                                               Name of acknow edger
                                               Title or rank:
                                               Serial Number: &_//,9'-,..z 0
                                               My commission expires:


                                                                         F. ANNE HAVES
                                                                    NotarY Publk>State 01 Florida
                                                             My Commission Expires JUL 06.1.
                                                                        COMM #CC"9!;Z~




JAX-7439




               92';;. 0 049662                  92 APR 30 PM 3: 28
               rILED AND RECORDED                    RECORD V[HIFIED

                                                 C-/r:a~f}~
                  IN PUBLIC RECORDS
               '~F DOV,'''-. r.r;WHV ru..


                                                r.1 FIT   r'!'   ,.!:    -   "~ln<T
                                                            l\Nu....   '-Vl"'~"
     VOl6 8'18 P6Q 8 E~                                      ~a~~,'
                                                             .~' " ;u"
                                                             "000 lflDtPillill N1 SQU';Rl
                                                             j'\CKSOfIVlll~. FlORWA 32202
      OFFICIAL RECORDS
            CONSENT AND AGREEMENT REGARDING DECLARATION

     THIS INSTRUMENT made and entered into this                ;lJ~               day of

                  ,    1989   by and between      QUEEN'S   HARBOUR YACHT                   &

COUNTRY   CLUB,       LTD.,   a     Florida   lLmited   partnership           (herein

"Borrower"); and
ROCHESTER COMMUNITY SAVINGS BANK, a New York banking corporation

(herein "Lender").

                                  WITNESSETH THAT:
     WHEREAS, Lender's assignor made a loan to Borrower for
acquisition and development of the property known as Queen's
Harbour Yacht & Country Club in Duval County, Florida and as
security therefor received a Mortgage and Security Agreement dated '~
May 26, 1989, said Mortgage and Security Agreement being recorded \\'~"
at OR Volume 6710, Page 1090, in the Office of the Clerk, Circuit
Court of Duval County, Florida (herein said mortgage as hereafter
amended or modified.is referred to as the "Mortgage"); and
     WHEREAS, the aforesaid loan is secured by a Loan Agreement
dated May 26, 1989 and by certain other loan documents, which
together with the Mortgage are collectively referred to herein as
the "Loan Documents"; and
     WHEREAS, Borrower has determined that it is appropriate to
record a Declaration of Covenants, Conditions, Restrictions and
Easements which affects the property encumbered by the Mortgage and
has   requested  Lender's   consent   and  subordination to     the
Declaration.
     NOW, THEREFORE, in consideration of the mutual covenants
herein   contained,   the  receipt   and   sufficiency   of   which
consideration is acknowledged, and notwithstanding any contrary
provision of the Declaration, Borrower as Declarant proposes to
execute and record the Declaration, and the parties hereby consent,
agree, grant, assign and convey as follows:
     1.    Lender consents to the execution and recording of the
Queen's Harbour Yacht & Country Club Declaration of Covenants,
Conditions, Restrictions and Easements dated Ce(£~ I)         ,1989
recorded under Recorder's Reception Number 89- , 30\ I ~'..I< in the
Duval County Public Records (herein the "Declaration"); and Lender
subordinates the lien of the Mortgage to the Declaration to the
same effect as if the Declaration had been recorded prior to the
Mortgage except for the lLmitations and reservations provided in
this instrument.

     2.   In recognition of the fact that Lender is providing the
primary financing for the acquisition and development of the
property encumbered by the Declaration, Borrower hereby grants,
pledges and assigns to Lender all of Borrower's rights, easements,
powers and privileges as the Declarant under the Declaration,
including, but not limited to, all easements, rights and privileges
now existing or hereafter created in connection with the property
as provided under the Declaration as security for the indebtedness -
secured by the Mortgage. Lender does not assume any obligations
of the Declarant or related to the Declaration; however, upon a
foreclosure of the Mortgage, or if Lender should obtain title to
any of the property encumbered by the Mortgage by deed in lieu of
foreclosure or possession thereof without foreclosure, then Lender'
may at its option and in its sole discretion become the Declarant
under the Declaration thereby succeeding to all rights, powers,
privileges, easements and interest of the Borrower as Declarant
under the Declaration, or Lender may designate its subsidiary,
VOl 6 8 18 PGO 86 L
      I




 OFFICIAL RECORD:

                                                 CO~D          TO:
                                                       ~,/)~(SEAL)
                                                 FRED B. BULLARD, JR., GUARAN OR




  STATE OF ~ .:.             t1? ii; h-
                  ·!..... i
  COUNTY OF ....l.... L)...._'.<.,;(t~       _


                       foregoing/i~~ent                ac~nowl~dged ~fore
          T}1e
       tft ' dj:lY /.~ -ec~ober, 1989, was j )"1 YACHT1-..
 L:'/i I(/J{f<ciU
                   Qf                   by
                            of QUEEN'S HARBOUR
                                                 ~ S             £ "): . ,kl
                                                                    ,
                                                                  & COUNTRY
                                                          CLUB, INC.,
                                                                                              me this


  a Florida corporation, on behalf of the corporation, acting for and
  as the sole general partner on behalt-of QUEEN'S HARBOUR YACHT &
                                lim~~ed
  COUNTRY CLUB, LTD., a Florida~. partnerShi/ji            /'


                                                   :.//(//--iI;L/let~
                                                    .ry "Pu    l~c


                                                 State of:       :/~/o!+-                                              \: ';.
                                                                                 ImTI.RY PUBLIC'•. STATE OF FLOP./I)A
                                                 My Commission Exp~,:,mmi$Sft)O.ex~EfI.1iV'.3. 1991
                                                                               .
                                                                                                .: : .                 d         "....
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                                                         (NOTARIAL SEAL)                            .       '.';'
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  STATE OF                NEW YORK
                      ----'-.-..;,;,~----


  COUNTY OF _-..;M.-ON..;.;,R,;.;;O..;;;,E   _


         The foregoing ins~~~Bfit was acknowledged before me this
    27th    day of OoamUimI 1989, by     Donald J. Eich                 ,
 . Sr. Vice    Presiden-: of ROCHESTER COMMUNITY SAVINGS BANK, a New York
   banking corporatic~, on behalf of the corporation •

                                                                                   .
                                                    ~~t'£L,           J     ~ iotn..-- ",.
                                                 NotarfPublic
                                                                                       -.',.' -~-
                                                                                       .
                                                                                      . .-                                   /} .      \.~
                                                                                                                                              .

                                                 State of:                 New York
                                                                                    .            .
                                                                                         ." s. -. 1
                                                                                          -
                                                                                                     ,


                                                 My Commission Expires:                             1{)/31190 :, .....
                                                                                                ,    -.
                                                         (NOTARIAL SEAL)
                                                                    MONICA T. wrLSON
                                                           NOlAIrf PUBLIC. Stu lit H. 'r•• Monroe        c.-.
                                                           My Commlulofl E-.s      10-.31     ,199.D




                                                   3
VOl68 I aPGO 863
 OFFICIAL RECORDS
  affiliate or nominee as Declarant under the Declaration.    If
  entitled to become or designate the Declarant, Lender shall be
  entitled to unilaterally record a document in the Duval County
  public records to evidence Lender's election and designate the
  Declarant.
        3.  Neither Borrower nor the Association referred to in the
  Declaration shall take any action or grant any easement or consent,
  or convey any property under any of the following sections or
  subsections of the Declaration without the written consent of
  L~nder and any attempt at exercising such rights,      consents or
  creating easements as provided in the following sections without
  Lender's written consent shall be void. The following sections of
  the Declaration are restricted by this provision: Section 2.1(b),
  (c), (e) and (f); the last unnumbered paragraph in Section 2.3;
  Section 8.1; Section 8.2; Section 8.6; Section 10.1; and Section
  16.4.
       4.   After a default or event of default occurs, under the
  Mortgage or any Loan Document, then Lender may, at its option,
  appoint a majority of the board of directors of the Association and
  a majority of the members of the Architectural Review Board as
  provided in the Declaration.
       S.   For the purposes of the Declaration, Lender and its
  successors and assigns shall be deemed a "Mortgagee" as defined in
  Section 1.16 of the Declaration so long as Lender or its successors
  and assigns has a mortgage lien on any part of the property
  encumbered by the Declaration. Further, the lien for assessments
  as provided for in the Declaration shall be subordinate to the
  Mortgage.

       6.   This Consent and Agreement shall be deemed to be a
  supplement to the Declaration and the provisions of this consent
  shall apply notwithstanding any contrary provisions, either
  expressly stated or implied, in the Declaration.

       7.   This Agreement shall bind and inure to the benefit of the
  parties, their successors and assigns.

       IN WITNESS WHEREOF, the parties have signed, sealed                                                                         and
  delivered this instrument from the date above written.

                   ",,-                          ...-
    Signed, Jsealed and --delive ' d QUEEN'S HARBOUR YACHT & COUNTRY CLUB,
l~·n)d1e resence of:.,·                                                            LTD., a Florida limited partnership
\             /                          /.               ;'

    ......../...l"..._/_/!...L..l,/e--....;./1 -~~_'""-::;,.....--o::+-.,.:-~~. "'-B"ll Queen's Harbour Yacht & Country
                                    . ....   1..;..·
  ~Witneps                                                                              Club,    Inc.,    a     Florida
  \
  \
                                                                                        corporation, its sole ge~eral
                                                                                        partner
                                                                 By




  Signed, sealed and delivered
  in the presence of:

                                                        By:
 Witness
                                                                                              I   ._                      .~.~




                                  ,---_._--- .
                                                                               (CORPOnATE"S~') , .
       " ....... --....   ,
                              /
                                  .. , /
                                   '
                                           /
                                           ~
                                                                                             .,
                                                                                           '11 •••.
                                                                                                    '                         ..
, Witness                                                                                              . ...   ,   ~   '. '

                                                           2
STATE OF    ~L+1;aLu                                                    OFFICIAL RECORDS
COUNTY OF       ~
                ~



      I,       ~~
            ..:J.                          '
                                        a Notary Public of said
County and State hereb}TCknOWledge that FRED B. BULLARD, JR.,
Guar~ntor of t-~g9ing instrument, did appear before me this
 /9U     day of ~ 8 9 , and executed this Consent, Assignment
and Agreement and acknowledged the same to be his free act and
deed.




                             My C     .    .          ~.ir»N STATE OF FLORIDA.  .
                                  omm~ss~on:YC-c:fM~lss,o;l EXPIRES, JYl¥ If aDgh
                                                .ONOST T""'U Hl.;ITA"V PU.UC               UND."W'UT."'"
                                     (NOTARIAL SEAL)                                     ........
                                                                                      . '.
                                                                                   ,.•.... -



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                                                                                                vel7 72rf     PG 2292
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                                              1lIIJlI) AMENDMENT AND nURD SUPPLEMEJ(f'FICIAL r.ECC~OS
                                             10 QUEEN'S HARBOUR. YACHT A: COUNlllY CLUB
                        PEQM,\DON Of CO\1ENANIS. CONDIDONS. RfSDUCIIONS                            AND EASEMENTS

                :;'tt:'tt~%i;':':~:.·~~.~~,~o~~~up~~ b::~~;J~;:\'~                                                                    . :'
               <:o(IJc,,4.lw, 1993, by QUEEN'S HAJlBOUR YACHT A: COUNlllY CLUB. LTD••• PJorIda
                .JIm'" d patMnhlp (-Dec1Innl").
                                                                                                                            l.. .~.'.;-_I--]
                                                               RECITALS

                                       A.       Dodnnc IUbjoc:led   eenaJIl lind owned by It so the Queen'I Harbour Yacbl
              A Ccu1C17 Cub DecIandoa of CoYelW1Cl. Coadldona, RemkdoN and Euemcnu recotdod In
              omdIIlecotdI Boot 6IJ I...... 6SO; PInt AmeDdmaJt to QueeA'. Jhrbour Yachc a: Counary Club
              DocIIr
          ... 6973,
                        of            eo,.....,.
                                    CondJdoaI. Jlatrk:dou and Euemcnu rocordod III Otnclal Rocotda Book
                        21.,: SecoDd A.mendmeI'I to Quoea'. lbrbour Yacht.t Country Club Declatldorl of
                  eo         C.0Dd1doae. Jlatrk:dou IDd P.uomems recorded III 0tndaI ~ Book 1320, PIa.
                 11S4: ~.. DecIandoa 10 Quoea', Harbour Yachc and Country Club DeclantJon of
                 eo          CoDdItIoDl, 1.eatric:donI, Ind EuemoNJ (Unit Three) rocordod III 0tnc1aJ Recotd. Book
                 "39         1Cl'2; Iftd PInt Supplemalc 10 Queen'. Harbour Yacht Ie Country Club Doclarltlon of
                 Coo I . ' , C*kbY, I.eatric:donIInd Eaaemocu recordod In Officlal Recorda Boot 1631, Plao
                 1771, of cbc otndal public roconSI o( Du"aI County, F1ori:1a (coJlccdvcly rcfencd to herein u
                 -ooc1IndoG j.
                                                                                 .
                                      B.     Ihe provWona of Secdon 16." of the Declaradon, for 10 Ion& u
                                                Pw'suanIIO
                 IbI DecIanaC reu1N Iu Ow B Membenhlp. cbe Doclaranc may amend ~ Dcc1arIdoA, provided
                 . . lUcIa ~ confona eo IbI aenenI purpoteI and Itandarda of abe covonanu and
                 ~.



                 01 Propa1J-,
                               C.
                                    of_
                                     Pursuant 10 she provWona of Section 1.1 and AI1kIo VIII, tilled -Annexation
                                  Decl.v1doIl, ~ 1na1,In Iu IOIe dlla'Cdon, annex Ita Additional Propel1y
                 aDd ...Ide same wkb1n Ihe DcdaratJoa byfUin& of record I wpplemcrwlJ declaration.

                             D.     At abe Ii_ of recordlna Ibll AmendJne.-. Declarant 11 the C1UI B Membu
                 of 1bI AuodadoI aod ~ des1ru 10 amend ch1J Dedandoa to 1Dc1uck abe real property,
                 IOlecber wkh Imp OYemenu tbct'eoa, which II more pattkuwly dcJaibed on Exhlbk • A - IU.aChcd
                 beRso IDd b)' dUa retetencc made • pan bctcof (the -Added Propctty.) to rho detlnltJoa of and
                 proriJloDI toe ~itiona.1 Property, ... defined \heleln.




                 ~             .:QII  ..." ......-.ct,
                 'noW _         . . ~ . . . - • o-ow-
                 ....... ""*.0.-. a..           4
                 e...- a--.........- .. a -
                 •
                                                                                YDL7724 PG2293
                                                                                 OffiCIAL RECORDS
                E.     Dedannt fut1het dcIlrca 10 aupplemcnt the Decl&ral1on to annex the Added
 Propert1 wbIc:b hal been added by chi, Amendmcm to the Addltlonal Property such tbIlthe Added
 Property II made part or cbc Property whlds II encumbeted by the Dedarallon.

                         DodIrId tunhet dealr.ea to provide all addltJonal COveMnt aNi restric:tJon
                        P.
:'.wIaIch II   CCftII~ wltta
                           the provisions of abe Declaration to require Ihal tho ponJoA oC tho Added
. r.cpat/ whlch II dcfincdu III elahteea (11) bole ,01C coune sbaJJ continue In perpetual use U I
  aoK coune Ind be UIOd for no other purpoIe until the earlier of: (I) SO yean or (II) IUch time u
  £'J percent (5(U') or leu ordut part of the Property, u defined In the DecJltatlon. dcll&nated fO!
  resIdem1aI \aM II DO Jonaet deslJnascd for rcsIdentlaJ use.
                       o.        Declanm further dalra to provide additi0nai covenanta and RStrictIonI
 coaaI..- wkb 1M proYbloDa oC cbe Declandon Ib I'unbet burden and encwnbct tho Added Property
 wIdl . . . Iftd lpCdal weumenu and Uaoon Lot Special Dbcrld Asacumcnu payable 10 Ihe
 Propcrty Owner', Anod.don u cSef1ncd 1ft me Declaration and provNSe lor auch other and funhcr
 COY'OUItI and RStrictIonI           u c:ontaJncd hctcln.
               NOW. TdEJlEfORE, lor and In C')I\Jlderadon of the premise., and other ,ood and
 nJuable ~ 1be ReCipe and adequacy of which II hereby acknowlcd,ed by tad1 of lhc
 panica, Ibe pWca betao IVOI u follows.

               1.    Amcndmcnr oC Pcclwtlon to Expand the Definition oC Additional
 Pta:xnr. SccdoA 1.1. dl:cd 'Mdidona1 Property' lJ bcteby amended fot the addition oC the Added
 PaClpOftJIO Ibe "pI deIc:ripdoG let forth I&l Exblbk '8' to tho Dcclaradon such ttl. tho definition
 of A4d&donal Propaty encompauea and Includea tho Add6d Property. Upon the compJcdon of tho
 CCGIII'UCdoa of the Addklonal AmenIdea. lncludln,. but no( Ilmlted 10, tho ClubboulO and the
 CanbIm. b71be Dec1Ira. u me tmDI Addldonal AmenlUc-. Clubhouse and Canbam are dcl1ncd
 la1hll certa1a Coacracl of SaSe daLed Novembet __, 1993, executed by Declarant. Queen', HIIbout
 ~ IDd Jl. Jax Hoad1na Corp., u amended by the Pint Amendmcm to Contract of Sale
 dared Nowmber 12, 1993, and Ihe Socond Amendmcm 10 Contract ofSale daSed November 17. 1993
 ~ coISectJveJy rektred 10 u the 'Contnc:t') and the conveyanco of tho D«laranc of
 AddItJoaal AJDeo.lde. and dtc Clubhouse Tract to the owner of the Added Property, tho portion or
 1be CJubhouJe Tract conveyed 10 abe owner oC the Added Property Iba1J be added to tho dcsaiptJon
 or me Added Prcperty Jet fonh herein provided, boweve.', JUCh addition shall not modify or lnaease
 any usellmelU ot costs payable by the owner of the Added Property In acc:ordance wlth Ihe
 provbJona of Secdon 4.13 o( the Dedaradon. The obli,atIon or Declarant to consuuc:t and convey
 the Addldon.al AmenJdca. lncludln" but not limited to the Clubhouse and the Canham. in
 acrordance wkb me Tcrnu of !he Contract. to the owner oC the Added Propcrty II blndln& upon
 Dc.cbt.... and all IUCCClion to Declarant and Jhl.ll lnutc to me benefit of the owner or the Added
 Property and III IUCCCSIOrJ and asslana.



 ~_':QII
 _ _ ...         _   • ......... 0---•
                       weilllll"~1

..... , _ " 0 . -     ~   e..-. ~
e - - a.-. -               ... - -
•                                                                                                   2
                                                                                                      YDl? 72 ~ PG22 94
                                    2.
    IUPPlemac. Ihe Dec1IndoA to annex tho Mdod Property which haa been made pan of the
                                                                                                                ._y
    Mdldoftll Property bJ abe foreaolna ~ punuanllO Ihe provisions of Sec:tJon 1.3 of the
    DedMIdoa IDd 1M lime II lbereby IDIde pitt of Iho Property encwnbeted by the Dedantion.

 ~.• :;' ..... ,.:{;;~ ~.r"··;.·:
         '.~.' ......
,....,.1· .J.:-
                       >.; :.       3. .'                                                                         . Declar- .
                                                                                                                        '.
~ . . . ..." araenda !be Dodarlldoa to provide chIC abe Cub PaclUtlc. will cont1nuc In perpelVaI use
~ •• aoIf lad coul~rJ dub and e.a be UIOd for DO ocbet putpoIO undllhe earlier of: (i) 50 year. Of'
~~. (11)      .... time •                    ftftJ      por~ (50.) or leu o( IhIl part of the Property. u defined    In the
   Dld.lldo. . . .1peIed                                lor rea~ UN lJ no Ionler dcalpaaed (or ruldentlal Ule.

                            Am:ndJnco« O~DID S~ to PropertY Qwncrs'
                                    4.
   A"O£II&IoD A'wmc nf'. AnIcle IV of 1M Doca.adon. tkJod ·CovenMt fO(' Maintenance
   A••• III. . . .- II bereb7 amcaded 10 add the 1011owln& u • new section:
                                                     -Sedlon 4.13      ~ Subject to         Ancu-
                                                    ma. Tho 0WDet o( Ihe Added Property IhaII pay 10
                                                    Ibe Property Ownen Auoclldon dut portion 01 t~
                                                    InnUII      lAd Ipedsl   aueumeru.   AI   required by tho
                                                    Dedandoa. IpOdtkally applJcab\e to me COItl for
                                                    fOld opentJoa. ~. and repair dvou&hout
                                                    Ihe Property: emnnce area opendon. malncenmce,
                                                    and rcpair: and Ibe provWon of aecurky servkca
                                                    Ihrou&houC the Property. on • bula equlva.1ent 10 the
                                                    ownership of twenty (20) lou IUbjea 10 tho Umltatlonl
                                                    hereinafter ICC Ionh. Tho annuli· and apedaI west-
                                                    menu paylblo for 1993 IhaJI be caJcu~ on eM
                                                    bula of abe 1~ annual UleSl11lCIU etthr.lted to be
                                                    SI00.00 pet Jot pet' month ($ 1,200.00 pet' Joe per
                                                    yow). Pot tucurc yearI.1ncreuea wiU be b&Jed IOlely
                                                    Oft   !he   ~aal ~        or any   Increuea IA the cosu
                                                    specJna.u,      IUrlbuuble 10   road and entrance area
                                                   operadon, malntenanc:e, and repair and tho provision
                                                   of JeCUrity letYicea. 199-4 lJ • -baJc· yeN and future
                                                   IJWl&I &Cd special auessmeIU lIatnst me Added
                                                   Property wUl be Incteaxd solely In the amount of any
                                                   actual inaeuellA COIti IA uceu of auch COItJ (cx tho
                                                   1m caJendar year specJnaJly attributable to road
                                                   opentlon. rnalntcMnce and repair Chrou&hout the
                                                   Propctty; enr.rancc ~ opetalion. rnalntenance. and
                                                   repalt; and the provlJion of lCCUtity 1CtVk.e. throu&h-

 e-'Ptf"Gl-. G' _ ....,..1'11.......
 "'" . Y..... c--. 'e,'
 ...
     ' , ... ~
                             ClIl6D            d
                                                   -0-"_
                                                    ~

              'C"
                                         $




 C.                     wi
 •
                               II        ... - . . -

                                                                                                                          3
                                                                               VOL? 724 PG 2295

                                   out Ibe   Propec1J. The charJea payable bylhe owGftfiC1AL   RECORDS
                                     ol1he Added Propec1J let forth heteIIl are the only
                                     charaea CW aueumenII or "'1 nMun whauoevec Nt
                                .' CIa« wiD net be dwaod or UIOSIed .,aWt 1he
                                    owner or &be Added Propec1J bylbo Propetty Owncn
                                ~ . AsIOclItIoA. 1bo 0WD0t of Iho Added Prcpelty Iba1I
                                ':' haw the unI1atenI rIaht • any time and tor • period
                                    or Ihtce (3) JeItI IoUowIn& InY paymem under chis
                                    S«:tSoa. upoa rwoMble nodce, 10 review, audit and
                                    mate copies of all boob, ncon1J,lnyolce., financial
                                    ncon1J and ochet cIocumerU In the care, polJesslon.
                                    aallOdJ or conbol or 1M Piopony Owncn AsIOcla-
                                    don. 1Ir111~ or abe Property Owncn Alloclatlon.
                                    «pIl1y In privlty,wkh &be Propec1J Owncn Auocla-
                                    don. relMed to Ibe coati 1pedfiea11y IUrlbutabIe 10
                                    road opentJon, ~ and repair and the
                                    provbQai 01 JetVIcea chrou&bout 1M Propec1J. In the
                                    . . . 1bIl .., JUdI lUdic revcala dUIt 1he owner or she
                                    Added Plopeft)' paid in nee.. 01 YtNt should ha\'C
                                    been paid 1ft accordance whh &he ptOvhlona of ttlll
                                    Sec:tloa (Ihe -Esceu Paymentj, the owner &h.,n be
                                    erUW to • credle ap1nJc the next aueumcnu by the
                                          or
                                    owner Ibe Added Propeft)' In IUCh ~ of web
                                    £ace.. ~ 1ft 1ho nett !bit the Prcpelty
                                    Owncn AI.oct.dOG doeInot.,,.         wldI cho ruulU of
                                    ttrylUdJl by Ibe owner of the Added Pr~· and the
                                    putIea .... not able to aeaJo any JUCh dbputc theA the
                                    dllpUte tbalI be ddennIned by • maJor ~
                                    tltm 1fa¢uIIJy ICtepUbJe 10 cho owner of tho Added
                                    Propec1J and 1be Propec1J Owncn Association. The
                                    Propec1J Owncn Auodadon and the owner of the
                                    Added Jha11 eacb pay onc--half (~) of the charlea o(
                                   the mtJot xcountJna tImL. No amendmenl 10 che
                                   provisions of ibis Section 4.13 and no amenc1mcn( in
                                   deto,MIoa hereof 10 any provWona of the Declara-
                                   tion may be made without the expresa wriuen
                                   appt'OYai of the owner 0( chc Added Prcpelty.




O ....
,...'
         q_.Oll_...
          :   s",'IWo"
                          ~nHIl


                         ee'
                                  .....
                               nn1.~
...... ,.. . . c..,.c:w.Dl' t .    fII
o       -.e -c ..... c.........
•                                                                                                        4
                                                                                              VDl7 724 PG22 96
                                                                                               OFfiCIAL RECORDS
                             '0         Addhkm&I hmcndmcnu       Or~D                                 Pmpcrtx.
                                                                                    Rc,ardln, tho Added

                               (I)    llIb1lLlJac or Galt CourSC. The Declaration la hereby
ImCftded 10 provide IbM dae owneI' or 1ho Added ~ may It any tlme Ia &be futuro allow public
\1M ollbe SOIl ccunt III the IOIe dbctedon ollbo owner ol the Added Property                       0




                                           ElihU rorQwncn o(Addcd PmPertI. The Declaradon
                                               (b)     ~nl
II beRbJ amended 10 provide tballbo owner or abo Added Property shaU have full membership In
Ind be erQJod to twenry (20) \'OW In the Property Owners Assocladon duo to lu ownership o( the
Cub PldJldeao                  .                                                       .


                         6.             Except II modltlod herein, aU lenni and condltlor~   or cbe DodaratJon remain
.. ftlD force Ind etroc:t.                              .


               IN WITNESS WHEREOF, the undenl&ned Declarant hereby                               leU   Ita hand and seal
II ollbe dIIe I\nI above wrla.en.

Slpcd. . . . , and ddlYUed                                    QUEEN'S HARBOUR YACHT" COUNTRY
In the ptCMftCC ot:                                           CLUB, LTD., • Florida limited putnership

  \.v..
...... ..... _...... A:!1,...)~_ _
       ~
                         0
                                                                      BY: .




......... ...... -......
            -~




                                                                              Its                            President

                                   N.    t..... ,
.......... ...... _.....
            -~

                                                                              (CORPORATE SEAL)




c::....,., •• 4'~w.,.....-.at
'hW '   0 $" nw ......- .. Ooo-oft
      .
.... w . . c...a6&r·       ~

e:.--. C'   N   ......   c        ... - - -
•
                                                                                YOl7 12 4 PG 2291.

 STATS OP FLORIDA
                                                                                 OFfICIAL RECORDS
 COUNTY OP 7,,,,~"'LA"

                     Tbe   fofe&oInIlnstrwncat wu 1Cknow1ed&ed before me thi,    OU",)  day or
 Novanbet, 1993, by it: n ....JA",IJ.~         u        . .' PresIdent of QUEEN'S HARBOUR
 YACHT A COUN'TRY CLUB, INC.,.                    corporatlon, on behalf of the corporation u
 poenl pu1Der' of Qt1EEWS HARBOUR YACHT ~ COUNTRY CLUB. LTD., I Florida
 ICDeIJl putDenh1p, OIl behalf of the putdenhlp• .d'""'He 0 She D II penonallYknown to me or
 p....u produced Fl. ~t,'rt(,i l'''H''                  u Identification.
                       dDJ;aS- . " . 4fl-Jtl-.

                                                    •   l
                                                            - .L.4..
                                                 Notary Public
                                                                       ~
                                                                                         (SEAL)

     Mr. "*IC,     nAT( 01     not.C)4
     .., C. ...... ~ ....,     .u.. 1M




a-. . . . . . QIl- .....~
....... ' , ..,.... t,,'    -o.--e
. . . - . . . . . c....,.a.D' 1.4
o          C' N       •  '1 .. __._

•                                                                                            6
                                                                    VOL 7724 PO 2298

                                                                     OFFICIAL RECORDS



 A portio" or Tr.ct ·C·, t09.ther wIth all of Tract.
·u· ."d ••••••••hown          0" the plat         0'
                                                                    -J-.
                                                 Que.,,'. Harbour Yacht and
                                                                            -K-. ·t-.
CcHIfttry ca.... v"n 0".; •• r.cord.41 aA ,ht '.ott .s. 'ag•• lOO-IOOQ
 Cl"elu.l•• , of the Curr."t Pwbllc a.cord.              0'
                                                     Duy.l C..."ty. 'lorida •
• 1\41 ,"I,.. -or. partie.a ... a, 41••c.. ib" •• foUow..          'Cgtp at the
Sovth••• t cor"., .t Lot no            0' ••141 Oue.,,'. ".rbour Yacht .nd
~'r, Clv~ u,.lt 0"., .a.d polht bel", .It.at. I,. the W tarly·           ••
 rl_h, . , ••, II,.• • f Qv•• n.· ...r-.....wl.v.rd ,. '00 'oot "'Vht of
                                                               ••
••, •• flOW •• t.bl ••hedt. thence South O~~I·ll· w t. alo"9 l •• t
••1. 11"••• to.oo    "t'   t. th. 'ol"t       0'
                                               Curv.'ur• • t a cury. co"c.~e
a•• terl, aM ~vl... a ..adlu• • f '10.00 htt, th.nc. a'on9 and
.~n4 the ar• • f .ald c.r•• and eontS"u/nq .10'"                         ••
                                                                  •••• W terly
rl_he . , .ay II"e. t.I.JI , •• t, .a'. arc b.I", .ubt.nded by a chord
bearlftO aM 4 •• 'a"ee .f "uth I'~.·J'· l •• t. ~' •. IO te.t to th-
'.Iftt . , Ta"••"., 01 •• ld curv.: thance South )¥·4G'~'· l •• t and
.... U".I... a'o~ ".t •• Id U".. U~. II h.t to the Point or
Cvrwature of • e.r•• conca•• W     ••,.,ly ."d having a r.dl •• ot '~O.OO
t •• ,. th."c. alo", and .roun4 the .rc ot aald cur¥e end continuing
.101\9 la.' .al. ll"e. IJO •• , t.et, •••• arc b.ln, .ubtended by •
chord bearlft9 an4 d •• 'a"c. of louth 1)'ll'JI- 'a.t. 61'." teat to
the Pol", .t Ta~.ftc,      0' ••  1d curv., th.nca 10\lth 10
                                                                      ,0"
                                                                        U· He. t
and co"tl".lnv alo", 1•• t .ald Iln•• I-J."           t.et to th. 'oint ot
C.r•• t .... • t a c_r•• cone.v. I •• '.rly and hav'n9 • r.dlu. ot '00.00
t •• t, th.nc. alon, &ftCI aro",td the .rc of ••• d curye. ,. •• Il h. t:
.-Id arc bel"g .vbt.nded by • chord b••rln9 .nd dl.t.nc. of South
OJ~l·'I· I •• t. ))•• S. teat to • Polnt of Rev.r •• C~r¥.tur.
e~r •• conc.v. W t.rl, ani h.vlnG a radlu. ot l'll.tO t •• t, th.nc •
                   ••
                                                                                0' •
• loft• •nd .r.und the arc uf •• ld c\lrve .nd contln\lln, .lon9 l.,t
.ald lin•• tS.OO f •• t ••• Id arc bel"v .\lbt.nded by • chord b.erlng
and dlata"ce of lo.th 1)'1".'- I •• t. ".00 t •• t to the North~ •• t
cor"., ot Lot 211 .f •• ld plat: th.nc. South ·6J·.O'J," .... t. .10n9
the Northerl, lin. of •• Sd ~t 211. a dSet.nc. 01 SIS.2t f •• t to
the Northw•• , cor.... ther.of. thence South 02~2"'· w t. alon,      ••
the We.'erl, J1n.     0' ••                                    ••
                            1d Lot 211 and alon9 the W t.rl, ISne of
Lot 212. 21) a1\4 21. of .ald plet. a dl.tanc. of .'0.00 fe.t to a
poa"t .'twat. 1ft the North.rJy right of way line of 'rlnc ••• l411y
01'1 •• fa .0 toot rleht ot way •• now •• tabllahad), th.nc. "orth
  •
,. II' S'· W•• t, elo", ' •• t a.ld Un..               In.,,
                                                         t •• t to a PO'nt 0'
C~rw.tur. ot • ""a concav. 'outt-.r ly and hevln, a radl., of
1S0.00 f •• t, '''.nc. alo", and .round the arc 01 .ald curv. and
contlnulnv .10ft9 la.' .ald lin•• 'O.lt f.et: •• ld arc b.lng
••bt.nd.d by. chord bearln9 and dS.t,nce of "orth 'l~l·.t· w t.             ••
'0 ••• t •• t to th. South••• t corn.r of Lot 11S of •• Id pl.t~ thence
"ort" 10 • '0'· w•• t, along the £.,ter Iy 1In.
            Jt
dl.tanc. ot •••• 2 h.t~ thence "orth OO~"J.· W t. elonv l'ut
                                                               0'
                                                               .a ld Lot 2 H. •
                                                               ••
.al41 lin••nd alone the E•• t.tl, lin. ot Lot. 216. 211. 21. and l19
or .ald plat, • dl.tanc. ot S'S.l' I~et to the Morth••• t corner of
•• Id Lot 21" thence "orth "'."31· W t •• 10n9 the Morlher1v lln~
                                              ••
ot .ald Lot 21. aAd .Ionq the North.rly lSne of L~t 2'0 or .ald
pl.t, a dl.tance    0'  '00.'1 r•• t to the "orthwe,t corner ot •• ,d Lot
 210, thence So~\h 03'2J'.'- W t. aJong th_ w•• t.rly Jln.
                             ••
                                   ••
l.et 210 &nd along the W terl, line of Lot 211 of .ald plat. •
                                                                             0' ••
                                                                               ld
dl.tanc. of 2".1' t.et to the South-e.t cornel' 0' .aid Lot 211;




                          EXHIBIT·           1\    •
                         Page      ,    0(         '5_
                                                          VOL? 72 r. PG22 99

                                                            OfFICIAL RECORDS



th~ftC. South OO~.·~,· I •• t, alonq the
JI~I
                                             ••
                                             W   '.rly lin. 01 LOt.
      .nd II. ot .,.&4 plat. a dl.t.nc. ot ~.,.OO t •• t to the
                                                                       "2.
                                                           I
10'1"••• ' CorMI" ot .ald tot 2•• r th.nc. So\&th 01 JS'II- I".t.
alOfti th. W terl, lin. ot Lot 21S ot •• 1d plat • • dl.taftc. ot
                ••
liS •• ' I •• t to the louth••• t cornar ther.ot I thance SO'lth 22'1 J' 3J-
w•• t. al0ft9 the W t.rly lin. of Lot.
                   ••                      J".
                                           1.,. 21. and '" ot •• ad
plat. a .a.t.ftc. ot .".04 fa.t to the 'outh••• t corner of .ald Lot
                                    ••
 2"% t~.ftCa 'o~th 1'~"O)- w t. alon9 tha W tarly lin. ot Lot
                                                      ••
110 or •• a4 plat, • dl.tanc. ot 11.1. t •• t to the "orth••• t.rly
cor".,. . f Lot "1 of .aJd plat', the"ce ICorth "'01' ,,- W t. alono
                                                                ••
 the "ortherl, line .f •• 14 Lot    ,.1  .nd, alon9 the Northerly lIne ot
~t 2., .1 •• 1. ,lat. a dJ.tanc. ot a$' .• 2 t •• t to the ICorth••• t
ctllr"     ot •• 1e1 tot III. th.nce ~th IS"I'l.- w•• t. alon9 the
Ne.t I, ISne 01 •• Sd LOt Itl • • dl.'anc. 01 160.00 I •• t to 8 point
elt"a'e aft the .to...... ntlon.eI "orth.rly right of ... y lIne ot
'riM••• aeJI, Orl"•••• J. rSoht ot ... y lln.·b.1n, a curv. co"c.".,
..ort..... t.r I, an4 a.4ilv In., • rad 1'1' ot 220.00 I •• t.        thence
-.rch-•• l.rly .)0"9  .n.     around the arc 01 .aJd curv• •nd .Jon9 •• ld
aorth.rl, rS,ht .r way lin•• '1.)) t.et: •• ld arc b.lnf .ubtende4
~ • chord be.rlft' and dJet.nc. ot "orth .'·C7·CI- w t. 'S.7' r •• t
                                                          ••
to a poSftt h.r.lneltar r.t.rr.d to a. A.t.r.ftc, 'oint ·A-I th.nc.
a.... 'h •• '1I'CO· w t. alon9 the .... t.rly t.r.lnatlon ot .aJd
                        ••
'rlnce •• lelly DrSve. a dl.tance .1 10.00 t •• t t~ • point .Itu.t.
Sn the 'o~tb.rly rloht ot vay lJne ot •• '41 'rlnc ••• K.lly Orlv••
• ah' rlohl of wey l1ne belno a c\&rv. concav. "orth.... t.rly and
t\.wl,.. • rwl ... of 2'0.00 t.et: th.nce SO\lth••• t.rly alon9 and
.ro~ the .rc of •• Sd c'Irve and 810ftO •• Id South.rly right 01 way
line. IS'.JJ I•• t; •• Id arc b.lnv 8"bt'nd.d by • chord b.arln, .nd
elS.lanc • • f Soyth .,·C"ll- laet. 1!1.22 t.et to the "orth.... t.rly
cor".r ot tot 1t~ 01 .ald pl.t, thence SO'lth I,'J"S'· W t •• 10n,
                                                                ••
the N•• t.rly lin• • , •• ld Lot 2.J. a dl.ta~c. 0' 142.S9 r •• t to the
1011 thw•• '.r Iy cor".r ther.ot: thence So\&th ) S '10' • J'" w•• t. a 10no
the W '.rl, lIne of Lot 332 ot •• ld ptat • • dl.tanc. 01 '1.3' t •• t
        ••
to the -orth••• terl, corn.r ot Lot )JJ ot .ald pl.t: thence Soyth
Ot·••·s.·
0' ,ta.,.    w•• t • • Jo~O the W '.rJy Jln. of .aJ~ Lot
                                 ••                       "J.   a dl.tanc.
              t •• tr thence South lt~"'t· w•• t. alono la.t .ald lin.
and alon9 tb. N • • t.rly lin. of Lot )40 ot •• 1d plat •• dlaCance of
26J.04 t •• t: thence Soutb 2'~3·'.- w,.t. along l •• t •• 1d line and
aJoft9 the .... te,Jy line ot Lot 34' or •• 'd plat • • dl,tance ot
                                •
a'J.3' t •• t; thenca South 2a 40'2t- l •• t. alono 1•• t •• 141 line and
alon9 the W t.rJy Iln. ot Lot 3.2 ot .~1d pl.t • • dJ.t.nc. ot
                ••
aI7." t.et, th.M. South •• '02'21· Ea.t. alon" the Soyth.rly lloe
ot •• ld Lot J42 • • dJ.tance ot '4.$3 t.et to the Southw•• t corn.r
ot Lot )4J 01 .ald plat: thence South 1"lJ'2'- l •• t • • 10no the
50uth.rly Jlne ot •• ld ~ol J43 and aJono the Southerly lJne of Lot
34. and 1C' of .ald plat. a eHet.nc. ot 113.21 t.'!t to • point
.Itv.'. In th. ~ •• t.rly rlohtot w.V 11ne ot SAndrlnoh•• Drlv. IA
6(, foot ,Iqht of way •• no• • • tabll,hed); th.nctt South O'~"·2S·
N•• t. _lon9 I •• ' .ald I1ne.  '.9'   Celt to the Point ot Curv.ture or
a c.rve conc ••• W,.t.rly and havln9 a r.dlu. ot )30.0~ t.ct; thence
-Jono and .roun~ the .rc ot •• ld curv •• 10 •.• " teet; •• ld arc b.'nQ
."btended by •• chord b•• clnQ and dl.tance of South 1'-1,'07- W~.t.
SOl."   t.et to • 'oint ot ~.v.r'. Curvatur. ot • curve concave




                         EXHIBIT • A • ---
                        Page  2   of __1_5
                                                                      VOt7 72l, PG2 3 00

                                                                        OfFICIAL RECORDS


 Ca.'.rl, a". "&.1", a' r.dlu. 01 3". Sl t •• t: thence .10n9 and
 .rouft4 the arc 01 •• Id cvrv. and contlnuJn, .Iono I •• t •• Id .In•.
 "."
                                    :I'.
           I •• t: .alel arc ~.'''9 .ubt .. nd.... by • chord bearlno and
d , • , aftC. 0 t S~ t h i . ~ J •
  I
                                         ••
                                        w to ., •• 11 t ... t tnt he" 0 r t h _ a • t • r I y
corn.r 01 Lot , •• 0' .ald plat: thence So~th ., ~"J              •
                                                                         ••
                                                                          W t. alono
 the .0rtherJ, llfte 01 •• J4 Lot          :I.'                            ••
                                                 and -lono the Horth.rly line ot
.al. Let. ~41 .ft4 , •• 01 •• ld p.at. a dl.tanc. or J •••• , I •• t:
 theftCe I . . t~ ,.~o·,.· M t. alono the Morth.rly lin. 01 .ald Lot
                                   ••
~ ... aft4 al0ft9 the 'or\h.,.I, lin. ot Lot ~ •• ot a.14 ..,Iat. a
cll.tanc. of 2..... ' I •• t to tha "orth-•• t corn.r ot .&ld Lot ~4':
 thence lovt~ 22·•• ·20· l •• t. alon, the W t.rly lIn. 01 .ald Lot
'4'. • d letance .,            0'                      ••
                                    10' •• ' t •• t to a po Int II t"a ,. In lh.
'orth.rl, rlvht 01 ...., lJ •• ot .for••• ntJone4 0'1•• 1'. "a"bor
"'1 •••1'4 ••• 14 rloht . , ".Y l1n. belno • curve concava 'o\alh.rly
.1'4 ..&.11\9 a r&41-.. 01 1060.00 re.t: thence W '.rly al0'" .n4
                                                                ••
ar.-n4 the arc .1 •• 14 c.rv• • nd alon, .ald Morth.rly ~19h' 0& way
AlAe. 21.02 t •• t, •••• arc belft' .~bt."ded·by a chord b•• rlft' and
••• 'aftC. of lo"th " ' . " ) ' - We.t. 2S.01 te.t to the 'ovthea.t
~.",.r of t1tt ,eo o:' •• tc! plat, th.nc. north ~2·.4·.~"
th. laet.rly la,,_ .t .~Jd Lot )&0 • • dl.t.nc. ot " •. 67 t.et to th_
                                                                              "'.tt.
                                                                                   -.on9

".rth••• t co"n.r th.reot: thence South                  .,·tJ·.O·
".rth."I, Jl". ot •• Id Lot ~SO and -Iono the Horth.rly Jln. ot Lot
                                                                   w... t. along the

)" . , •• Id plat. a d •• tanc. ot 11'.01 t •• t to the ao,' "orth.,ly
corner 01 Lot '" of •• 14 pl.t: th.nce 'outh 3S·."21- w•• t. -lon9
                         I'".
the "orthwe.'.rly               ot •• 1d Lot ~SJ. a dl.tance ot IS •. OO te.t
to the lNta' .... t."I' corn.r ot •• Id Lot 3'2: thence South ••
C•• , • • 10"9 tha l~thw•• t."ly lJn. ot •• I~ Lot J02, a dl.tanc_ ot
                                                                                   ""2.-
111.00 t •• t to • point .ltuat. In the ator •• ntlon.d curve4
.ortherl, rlvht 01 .. a, J I". 01 Ou•• n. Harbor loul.v.rdl th.nc.
'e.tbwe.'erly alo"9 and around the .rc ot .ald curv., ••. ,. t •• t;
•• Id .rc belA9 ."bt.nd.d by • chord b.arlnQ and dl.tanc. ot South
      •          ••
• :1 . , •••• W t ••••• ., t •• t to a point eltu.t. In the Southerly lin ..
of The John Kc~••• Grant. S.ctlon 11. towft~hlp 2 'ovth. ftanq_ 2.
ta.'a theM' 10\lth '.~'·2'· We.t • • lon9 l •• t .ald lin•. lOS f •• t •
.or. or 1•••• to a point .ltuat. j" the appro.I •• t. edv. ot .n
•• I.tlft9 .alt •• r.h. the •••• belnq the We'tetly bou"dary or .aad
0-""" .arbour '.cht and Country Clvb Unit On., th.nc. "ortherly
alo1\9 1•• t .ald lin. and It •••• nd.rln1' th.r.ot. 12" t •• t. aor.
or 1•••• to & point whJch II •• "orth .2 14'21- We.t. 40' t.ec. aor.
or I •••• II'''    'h.  toll!I Of 'tCU""I"O' th.nc. South '1~.'21· t •• t •
• o~ I.et • .ar. or l •••• to the rOI"1 or 't9Ir~l~q.
EXC'tIllq IHC!Ct!9b that port Jon b.lnq ~or. p.rtlcularly de.crlb4d
•• 10110-., 'hharn to .'ore•• nlloned a.ter.nc. 'oint -A-: thence
Sevt" S'~'·"O· W C• • lon9
                        ••             the "'•• t.rly     t.r.lnatlon ot
.Ior.entloned 'rince •• K.lly Orlv.. 60.00 t •• t: thence North
21 •:12'20- We.t • • 10 t.et. -.ore or 1• ., •• to a point .U"ate In the
aP9rottl •• t • •dO'     0'
                         an .ttl.tl"9 .alt •• r.,h. the •••• belnv \hlt
We.terly bowuS.ry ot .ald O".en". Harbour Y"cht and CO\lntr., Club
Unit One, thence "orth.rly alon9 1•• t .ald lin. and It' .ea"derln9'
ther.ot •••• te.t. aor,e or l •••• to a poInt wt\lch JI •• "Qrth
:1''')'20· We.t, 2t2 t •• t • •or. or 1•••. Iro• • ald It.t.r.nc. Point
-A-, thence South '.(.),)'20· E.at. ~,z I •• \. _or" or h ••• tQ ... ad
 'ef.r.nc• •olnt -A- and to clo ....
 Co~t.ln.no     •••• acre •• -ar. or 1•••.



                              EXHlnrr·        A     •
                          Page        J    of __'_5_
                                                      YOl 772 IJ PG 230 ,

                                                       OffICIAL RECORDS




Tract -1-, together w1th •   ~urt1un ot Tract -D", ••• how" on tho
plat or Qaeen'. lIarbour Yacht an\! Cuuulry Club Unit One, 60
reCOrded In I'Jat 800~ 48, Pago. 100-100Q (.lnglu.Jve) ot U•• Curl'ont
Public Recorda ot 1N•• l county, rlorJda an<1 beIng auro part.lc\I)DrJy
d~.er11>e4 •• tollow.r         ~ at the Ifortbeaol corner or Lv\. ~02,
of •• Jd QUeen'. Uarbour Jacht Md Country Club Un1t One ••• tel pu.1nl
beIng altuate 1ft ~ha Soutberly rJght ot way lJne ot PrJnoe8~ Kelly
DrS.e fa eo toot right ot -.y •• now 8fttablJehodJ: thence South
'.~J·53· I •• t . . .10ftg •• 1e1 Southerly Jr.lght ot way 1.lne, 10.2~ t.ota
th.no. SOUth 11.0'01-            H.,t.DO.OO toot: th"ne. 'outh 1011'D~"'"
••at. 47 ••4 r•• t to • poInt .Jluat• .in tho ~ .. terly line of .Q1d
"ract -D-, thence South 14-10'la" N•• t • • long la .. t .a~c1 I1no,
.,e.G' reet: then0080utb 02~.· oa- H•• " .n~ c.:ohtJnulng along J""t
                                                 •
a4161J"•• 276.~. r.et. tbene. SO\lth O:s 11'10- r.•• t 0114 cunt.ln\l.lng
along l •• t .aid line. ~oo.el f •• t: thoncft ftnuth Og~O'33- H.at and
contJou1ng .Jon" l"at aaid lJn-, 211.11 t •• t, thence 'uulh
11-':"'0.· Me.t. along tbe eouth.r.1y .1lhO or oald Traot "D", n
dl.tance ot lae.11 te.t: thence South 07~O·1." Meet and oontJnulng
along J •• t Dald lJne. ~O'."      t •• t to • poJnt e1tuata 1n tho
aaeterly rJght ot way 11~ of ~andrJnQh&M DrivD (a 00 toot right
of "ay •• now eatabl1.hed) • • al~ rioht ot way lin. balno a curve
~onc.Y        t.rly And havJng a ~a~J\l. uC 280.G7 t •• t; \h.nca
Ifortb ly along an4 .roonC2 tho arc ,ot said C\lrvo an\! along •• Jd
&.eterly right of .ay llne. 26.8. t •• t: aald arc beIng aUbten~.~
by a chord bearing and 41.tancll or North 12et:J" 03" a... t. 2~. 04 t •• t
to the soutbw~.t corner ot Lot 321 ot 8.10 Qu.en'. H.rbu~r V.cht
and oountry Club Unit On_J theRee ftorth 07~O·1.· Baot. along tho
southerly l1ne ot .aJd Lut 32~, a dJatanGe ot l~O.OO tco~ to tho
louth••• t cornwr thDreot ••• Jd poJnt be.lnq Dltuote 2n tho wODtnrly
I)". ot •• 1(1 r,.aC1: -D": Uutnce north 10PozO' OG" Eaat, .long lQot
•• ld l1ne. 10•• Vl teet: thence "orth 01~1·OO· laDt, along laat
•• J~ I1ne and along tb. H•• terly lJnc ot Gold Tract "1-, a dlotGnoe
of 61V.20 te.ta thence ~orth ~1~7'4'" Wft"t along 8814 Hemtorly
.1 ShO nt Tract -1·. • 41atanca or 117. ~9 t.et, thanee North
'O~&'6G· N•• t end eont1nuJng 810ng 1GB' ~aJd line, 100.00 l •• li
t~nc. Worth 2'~O'22- W t .n4 cont1nulna along lant Gold Jlno,
                           ••
72.03 t •• t, thonce Kortb 10~3'40" eaat and oontJnu1ng Along loot
•• ld lJne. 101.49 teet: thenoe Hurlh &1~O'.3· aaDt and cont1nu1na
.long lut ••1d lJne. :141.1. toot, lhoneo North 22°12'00" at ... t and
along •• 1d M... t.,.Jy lJne of fr"otn "D" ond "I". a d1etance vt
620.00 l •• t, thonc. Jlorth O.~8·~3· 8aat anc.1 con t .1nu.1ng along •• Jd
Me,terly 110. ot Tract -0-, • dJatanee ot 112.0a t~fttJ thonca "orth
20~e'21· z •• t and contJnu1ng along 1 •• \ •• 1d 11ne, 129.92 foot to
tb. f2X ttl   or   ~lO..ImWiQ.

Oonta1nlng 12.&681 acre., aorft or leun,



                              EXHIDIT    -_A_-
                             Page ..  of     15
                                                            VDl7724 PG2302
                                                             OFFICIAL RECORDS
 ~     I




 Tract. ·ft- .nd -Jr-, ....hcmn un tbo plat ot Queen'. lIarbour Y"cht
 And CO\lntry Club Un1t One, •• record••) .in Plat Dook 46, Page. 101)-
 l00Q (lhcJU81•• , Or the Curront 'u~lJc ft.~ur~. ur Duval Oounty,
 rla~14., being ~~. particularly 40.crJbed •• follow..       »JQL~. at
 ~~ Worthea.terly corner of ."Jd Traot RD-, .aId po1nt .18~~ng
 the .orth... t.rly corner ot rAblo Vlll.s, •• recorded in '10\ Dook
 31 L t~OA. 23 an4 23A of .a1d CUrront rubll0 ftaoordaa th8nce South
 oo-:lG""- I •• t, alonG Ua. W t.rly boundary ot oajd robl0 Vlll ••
                              ••
and .IUDG tb. bater1y boundary ot aa14 Q\le.n·. lIarbo\ll' Yaoht and
Co-ntry ClUb Unit on., • d1atanoe 01 1&0.00 t.et, thonco South
~.':I •• , ... W t, .101\0 .aSd a•• terly boun..Jary ot Que.n' • .,arbdur
                ••
YAcht and Country Club UnJt 00. and along the ••• t.rly IJne ot lIald
TraOL ••••• dlet.ne.,ot 73'.24 t •• t, thenoe South OU~3·4U· a•• t.
along l_t .a14 lJ"e and along tho Z•• t ... ly I1ne at •• ld 2"rAct ......
 • dl.tanc. or
-n-,            "",1.     te.t to th.'outh••• t c:orner or aaJd Traot
      thence South 12~O'08- M t alono the Southerly lJne or •• 14
                                 ••
T~r.e~ -". and along the ,~uth.rly boundary uC •• ld l •• t ~.ntjon.d
plat. '20.20 t •• t to • poJnt .Stuat. In tho Z•• t.rly right of way
lin. of Queon. narbor Boulevard (a 120 toot right ot May) • •aid
right of May lJne being a CUl've concQVO Jlootctrly and havJng •
~a4Ju. of 2J74.3. t •• t, tbence ftorthwrly along and .round the arc
ot •• Sd curve an4 along la.t ••Jd 11ne, 300.01 tftftt, .a14 ar~ belng
INbtcm4.~ by • choreS boarlng anel 4lotano. ot "orlh 1.~8132" W t,••
3&•• 02 t.et to tbe Point ot TaaQftncy or oa14 ourv.a thenoe Horth
O'~4'J2- M t, along 1•• t .aSeS I1no, )37.80 teet to the Point uf
             ••
curvatur. of a ourYe conca•• laeter1y and having a radlu. ot 0'0.00
feeta thonee alohQ and around the arc bt OA1~ curve and oont!nuJng
along l .. t .Ald 1Jno, 401.02 t •• t, •• 14 arc bolng oubtend.d by •
cho~ ~.rlng an~ dl.t.nee ot Hortb 11~2'06" tDDt, 441.)6 t •• t to
the Point ut t.oQan~y or •• ld ourvel th.no. Nurth 42~O'2G" I •• t,
.100" the ooulheDot ... ly rJght of way lion. ot DClld Qu•• na ll.rbor
BouI••• rd, 017.el t •• t to an angle poJnt in ftaldrJght ot Hay IJ ... ;
th.nce "orth .'~D·30· W t and continuJng along la.t .aJ~ I1n••
                            ••
10.00 t •• t to a polnt ellvat. In tho 80uthuaeterly rJght or w.y
1Jn. or .aJd Quean. Harbor Boulevard (a 100 foot rlght ot "My ••
now •• t.bl1Dhe~): t.b.nce Horth "2~O'2&· Baot, along lavl aa1d
1Jn•• 147.1a teet to the Point ot Curvature at a curve concavo
Jouthe•• terly and bavlng a radlue ot 960.00 teot; th.nce along an~
around tb. aro of .al~ curve and continuing along 1aot •• 14 IJne,
124.41 t.et: .a1d IIrc baing 8ub\enOac1 by • chord b... rJng o.nc1
dl.t.ace of Rorth 4G ~6' 31" laat, 124.32 toot to • poJnt 81 tUlil. In
the Horth.rly lin. ot 8A1d trMot -0-, oaJd ~olnt 0100 beln~ a!luat.
In tho Horth.rly l1n6 ot the Castro Y. Verro Grant, Section 30,
T""n.hlr ~ Couth, Rango 2ft &Gat ot •• .ld county; thgncQ Norlh
14~O'2G· ~D8t. alony I •• t .aid lJno. 30.13 teet to the !·Ol"T or
81011"'1"0.
contDSning 11.8410 acr•• , .oro or Ie •••
Tho above d •• cr1bed property baing cubJoct tu [aee.ent. ot Record .•


                         I:)(JIIIlI1r· A •
                        Page     5    of __15_
                                                         Val 772'"* PG 2 303

                                                           OFFICIAL RECORDS

 A portJon ot Trac\' -A-. tog.'hor tfIth allot Tract. "Ai" and "0" ••
 • hQMn on the plat or Quean. nftrbu\&r Yach\. • Cuuntry Olub Un1t One
 •• recorded Sn ~lQt look 41, Pogo. 100 thruugh 100Q (Jnolu.Jv.) ut
 tilt. Carrent PublJc necorel. ot Duval Cuunty, rlorJda, an\! 1I.Jnv Mur.
partJcularlY d•• crl~d •• rnl1oNO:         pBOJH at the 30uth••et Dorner
of .a14 Tract ·Al·, •• Jd poJnt being u1tuota In tho K•• terly right
Or way lino or Queen. narbor Doulev4rd (a 120 toot rJght ot way),
.ald rlgbt or M8Y IJne being a curve cono.v. W t.rly and h~vlng a
                                               ••
radlua or 'to.OO feet, thenoe 'uutberJy along and around the aro of
••1d curv. and along e.l~ N•• \erly rIgbt or way IJne, 170.'~ teot
tv th. 'outbe•• terJy cornar or D.1d Traot ·0·, ••14 .rc. bftlng
.ubtonde4 by • chord ~.rlng and dlstanoft or South 13~4'~7M RAAt.
J7 •• 21 t •• t, thence .ortb 06~A"0- "eot along the 8o\ltharly lJno
or •• 1d Tract ·0· anc1 along the 30uth.rly boundary of na1c1 lQfJt
aentlon.\1 ~J.t, 217.16 r•• tl thenoe North OO~I'OGM Me.t along th"
Wf'.terly boundary ot •• hl la.t JIHIhtJonec1 plat "nd along the
....t.rly Iln. of .ald Tra<:t .Q., • CSl.tanc. ot 4.&.00 t .... t: thence
.ortb 23~O·OO· N•• t and continuing along last said l1nft. 16.00
teet, thenoe "orth 'O~OIOO· W t and contSnu1hQ along l •• t ea!4
                                  ••
1ibe. 10J.00 t.et, thenc. Horth 14~OIOO· "eat and cont1nu1nR alung
1... ' •• ld 1Jne, 10.00 toot, thanc. Kurth 3"l~0·OO· "ellt .nd
oontinusng along I •• t •• ld lin•• 10.00 t •• t: thence Horth OG~O' DO·
W.lt and   contlnGln~ AJon~    1•• t •• ld lJne, 83.00 t •• t, th.nce "orth
30~O·OO·    ! •• t alKl contln\\lng .long lc.at e.14 l.1ne. 0'.00 teat:
thenoe JfoJlth 82~4·"3· l • .,t alona the HortherJy lJn. or .aid Trnct
-C; •• 16.67 f •• t, thence Iforth 11'19 1 03" Meat, 174.3t teat: thon~.
Jfortb 21033'.0" Meet. 81.13 toetl thence North G2-'Q'22 M Host, D3.37
f •• t,t benc. "orth 06~e'D'· He.t, 190.1. teat to • point .1tuat.
in the "'.et.rly lJne or .. aJd Tr8ct -A-. .ald point .100 ba1ng
81tuate .In th. Mesterly boundary ot 11I1J4 lost lIIentJo... d VJDt.
thenc- )forth 13~8'OO- Kaet "long la.t 881<1 1Jne, D20.00 toer\:
thene. Mort" t1-o6'14- &•• t, ~:»O.23 {vel to .. puJnl lI.ltuate .In tho
Southerly lJoe ot that   ce~t.1n   60 toot J.E.A •• nd utility ••••mont
• • •hOMa, on •• 1d ).8t .ontJoned plat    r lhenco Harth 83et:J3 f 00"' I •• t
..lc.na 1•• t •• id l1n•• 08.03 teet:      ~hGno" South 06O:ZS'66" S ..at,
70.2' teet: thenoe South .7'4"36- Ih..,t, 9G.~0 tftot to Q poInt
81twat. In the lforthMoaterly rJght or May line of DQ1d ()uoon.
llorbOr Bouloverc1: t:honc;e SOQth .a~o' 20" Heot .1on~ loot .,a1d 1Jne.
12'.~O   f •• t to • point ot curvntura of •             curvo concav.
'oath••• tar1y and haY~ng a r.~lu. or GOO.OO teet; th.nc. along nnd
around tb. arc of •• 14 curvo and alonu u"lei Horth"•• t.rly right of
May IJDe, 063.47 te.. t, ... J4 ara boin" .ulJlonded by • c:hord boar.1ng
.n~ d1.tanc. of ~outh .17~216G· W~ftl. 5.0.51 toot to thft Polnt or
Tug.ncr or eolel curve, t.hence Oouth 00'•• ':>2" B"et along oaJd
  ••
W torly right ot way 11ne.~;)1.90 root to tho po.1nt ot curvature
of • curVe cuncav. I •• torly .n4 haVIng Q radius at 1.et.3V t •• li
thane. a.long and around tho .r~ at said curve and continu1ng alonu
lo8t •• 1d line •• 14.06 teet. ~Aj4 arc beJnq eUbtendod by a chord
bearIng And d1.tancA ot South 14~O'.7w Baat, 412.7. taot to th~
p~lnt of Tangftnoy of .aId curVG; th~nce South          2~~1103"Baat and
contlnu!ng along last na1eS I1ne, 09.42 teo\:            to tbe point or


                          EXHIDIT·     A    •
                         Pagc 6      or __1_5
                                                     VOL? 724 PO 2304

                                                      OFFICIAL RECORDS




                               ••
C\lnature ct • cur". CODe_v. N ttrly and hiving _ radiu. or 940.00
r..t, thence along ana aroun4 'be arc or ••14 curVe and oontlnulng
along l •• t •• 14 l1n., 10.01 t •• t, •• 1d arc beJnQ eubtended by •
cboJ"cl bearina end dlatanoe of 'outla 20'41'10· laill. GO.OO t •• t to
the              IJt1f'

OofttalDlnv 10.1712 acre••   ~r.   Dr   1••••




                         EXHIBIT.        A   •
                        Page  7  of          1S
                                                      VOt 772 t, PG 2 3 05




                18

A port1on ot the Jobn McQuoen Orant, SftctJon 37, Township 2 Douth.
ftango 20 a•• t, Duval County, rlor!da, being aorc part1culorly
d••cr1bed .e tollow.: BEGIN at the North.Qote~ly corner ot Tract
-a- ••••bown on the plat ot Queen'e lIarbour Yacht and Country Club
Unit One, •• recorded 1n plct Book ~8, Pagea 100-100Q C!ncluoivo)
or the CUrrent Publ10 Recorda of said County: thence North
~'o20·21· We.t • • long the Northorly line 0: sald Tract "E", a
diet1lnco ot 220.23 teot~ thence North &00G4'22" Woat and cont1rlu1ng
along 1•• t .aid line, 206.16 teet to the Southeasterly oornor ot
Lot 203 ot o&1d Queen'. Harbour Yacht and Country Club Un1t Ono:
ti\""U~6 'forth O:cOO'~1I" Zteat. alona th. geatr.rlv line oC !loht Lot
203 and along the Eaetarly lIne or Lota 264, 260 an~ 266 ot ~aj~
Queen'. Harbour Yaoht and Country Club Unlt One and Ito Northorly
prolongation thoreot, 6&4.01 toet: thence North 15019'26" Weet,
130.70 teet; thenoe Horth 0606G'~4u East, 141.11 foet to u point
h.reinafter raterre4 to •• Reference Polnt "A": thonce North
890&1'02" aa.. t, 230.20 f •• t, thonce South 30C;O'43" Kest, 480.00
teet;
thenc. South 10040'80" a.at, 506.00 tcot to Q point situftto in tho
N•• terly I1n. of Tract "zn, a • • hown on said plat ot Queen'u
Harbour Yacht and Country Club Unit Ono; thQnce South OJ068'36"
Bast, along leet naid lina, \23.44 feet; tho nee South 30051'00"
West and conttnulng ~long last ~ftld lino, 61.63 te~t; th~nc~ South
4803t'G1· Eaet and oontinuing Qlong la~t said lIne, 143.04 teol;
thoncG South OOo~O'31" Kaet and continuIng olong loot n~1d llno.
230.03 teet; thence 80uth 21043'O~" WONt and continuing ftlony Inot
.~Jd lJne, 127.02 teot; thonoo South ~Oo60'40" West on~ contJnuing
along lost said llne, 90.27 teat; thence ~outh 60o~O'19" WeRt snd
continuIng along la,.,t said line, 166.21 teot to the r01N! 01'_
BEOINN1HO.
Containing 17.3940 acres, more or loon.




                         EXHlnlT • _~ __
                        Page ._~.. _ of ... _1~
                                                           VOl7 724     PG 2306

                                                             OFfICIAL RECORDS



 rAI{tNq 11
  •. portion of the John HoQ~•• ft Gr.nt, eeat10ft 31. Town a hlp 2 South.
  Itanv. aD ••• t. Duval Cowat.y, ~lor14", baing .ore partIcularly
  d ••or1bo4 •• t0110N8' .• Ioue at the Northeavt cornel" of tho
  ...terly teralnatloA of Que.n. Hlrbor Hou)avard •• ehown on the
  plat ot eN•• n. a ..rho.... Yaoht a Co\U\try Club Unit Two a' recorded 1n
  1'1.t 800k •• , PaV.. 18 through lie (lncJuaSve J at tb. CUrrent
  Publ10 R.coI'4. of ••id ooantYt theno. Horth.rly along the 1•• t .... 1'1
. bowadat"Y or .aSd 1••' aODtldne4 plat run tho to.llowJno \..,.Jve
  aour. . . .-d dl.lano••• 09¥~t' Ha. II thane. Heater]y along and
  .r~ tbe ara or a ourve oOReav. Kort6.rly and baving • redlue ot
  10.00 f •••• . . ara dl.taaoe ot •• ,14 t •• t, •• Jd aro baing .ubtcndod
  by • obo... MarJ.ng ud dletUloe ot )forth 16tbl'DO· "e.t, aO.~l f •• t
  ta lI•• Point or "ancr."~
~1't)"21-
                                  ", ••
                                     14 O\lrv., ~\lr!e No, 2:. th~no. Jhu·th
            Nt.t, 1 •••• 0 t.et to tbe po.1nt ot curvature ot • ,,"urve
oona.v• •out~.t.rly aa4 bavlnf a ra41u. ot .,0.00 toot: Cuur••
~.u-.lJ~ th."oe along an4 arCMlDd the aro ot •• 1el curv•• 111.60 teet:
~ r o M1Dg aubten4ect by • chord boarJno and cU.tanee or HOi'th
.'81"11- Meet, 117.27 t.et' to th. 'o1nt vt %angoncy ot •• Ja ourva,
                    ::oa,~~~ll· FPfi;:~i~O ~~.~~r~b r:O.J1~ isfJ :~=~?
ii.[jt·lt:·I:~~Dr4tr.                             ..
.3.43 teat, Oour•• "0. TIMor'.           r-ra.t. 80.00 t.et, CUY"L
1'0.   't   "orth 11""12· Q•• t. 2'3.~~ teet: ~120 ~o~ 21 North
Wrli~'7. M•• t. 82.'1 f •• tJ Cour, .. Ho. lOr IlOrlfi 01 ~ ':13· He.t.
2JO.02 t •• t, Oour ••      "0.
                            II, Horth t'&'11'a~· M•• t, 211&.62 teot,
Cou .... Ho. 12J Horth ol,,&J'bsa- Z•• t. 'le.os feetJ    thenco North
11~li,e·     a••
              t. 101.12 t •• t to • po1nt h.r~lnatter referred to ••
R.C.8.AC. Point -0-, thence South 10'1a'~9" Eaat. ~10.01 teet:
th.nce ~uth 19'.&0'1,· a•• t, '.0,18 toet: thenclit South 02~.'1.·
..et, 13•• 4. t •• t, thence South OO~O'14" laot. 7a.01 t •• t to the
E211Q' 0L DI21HIlIl!,g '-




                                  EXHIBIT      _
                                            -_A _-
                             Page     9     of __
                                                15_
                                                        YOl772~      PG2307
                                                          OFFICIAL RECO~DS




!benoe               afor•••ntJoned nefwrenca Point "n". thencw
'to.~·'O·
~eter.noe
         re~
            ... t.to211.01 t ••12J,t'Ol herelnart.r r.t.rred North
            Point - •• tor _
                               t to • po1nt
                                           I~OIKNtHG:
                                                  thenoe Horth
                                                                to ••
                                                                   .
'loS.' ••" . . . t. 7••• 41 feat, tbeno. Horth 01010'10" 'I•• t, lC2 •• 0
t . .t, th.DO. Mo.th '~oa.'~.· W t. 211.88 foot, thtnce Kortb
                                    ••
10010'14" ••• t. o2.1a t.et to • point her.lnaft.r referred to ••
~.t.r.no. PoJnt "~"I tbenoe Nortb 11021'21" laot, 83'.7G ' •• t to
• r-"' I ftt "'et"oSnatt.. re'.rred to •• n.t.... noe l'oJnt "a"' thol'\oe
Worth 3.01"10- ••at. 0'.1a t •• t. thane. North 0'030'11:11 E•• t,
to.OI teet, thence Morth 1702"26" Kaat, J30.61 toatl Ulence Horth
'.oO~'OO· Cae'. 102.02 f •• t to • 901nt bere1naltar rot.rred tu a.
Jt.t~... nc. Point "n-, thenoe lo\&th 10o:SG'Oo" Hcat, 117.'"     te.t;
lb~Qo. ~tb a~o2"'1- "_at, .".11 Iwat, thenoo aoutb 42~O·07·
w.ot. 81.0a l •• t, th.DC. OOUth J~~"2.- U•• t. 201.10 feetJ thene.
'enath 2t""01" a•• t. 16.10 t •• t. tll.nue Horth 1VoOS'Oa" It•• t.
102.0. t •• t, tbence SOuth G304&'11" aODt, 101.43 t •• t; thenoo 80uth
Jlol"O.· I •• t. 117.28 te.t to • poJnt hereJnatter retorred to aft
R.t.renc. Point "X-, tbeDoe South 220' I' '0· M t, 351.03 teet:
                                                   ••
thODe. 80uth .7010'22- W t, 26•• 2. t •• t: thene. South 00020'20·
                           ••
W t, ."4.01 teot, thonoe louth .Oo4g'51" We.t, 321.02 teot. thenc:.
 ••
South C0067'OO· Moat, .60.18 C•• t, thence North 6000.'2Z· W l.    ••
".13 f . . t, thenc. North flo"'02" N•• ~. 101." ra.t to tho POInt
OJ' B!OIMUfO.

Conta1D1Pg 20.1201 acre., .ore or      100••




                          EXHIBIT·         A    •
                         ~&e     10   of       15
                                                   VOL? 724 PG2 308
                                                       OfFICIAL RECORDS




                             I20ItHISR tt.UJ1
                               •
                                                  ..
 Thence reter•• to afore.entJoned Ret.r.n~e 'oJnt MD", th.n~. 30~th
 76061'31- &a~t. 223.28 te.t to • poInt here1n.tt.r rDfDrre4 to ••
~.t.r.noe poJnt -J·tor a roll:          or
                                        ~, thenoe 8o~th
07001'23- I •• t. :laO.08 t •• t to • &JOInt haroin.fter rAterrftd to a ..
• ererence ~Jnt ·X·, thenue 40utb 'luO~'40- B.et, 10.10 teet to a
point hereinarter rererred to •• ftoterenoe roJnt "L", thence return
\0 .'or••• btJone4 fteternncc: ro1nt tfJ"J thonotl Korth 30020'3'" a•• t,
1'1." t •• t, th.nc. ~orth ~'ooa'07· SQot, 14 •• 01 teet, thenoe Noeth
03040'2.· I •• t, 78.1& teet, thAnoo North 18000'.'- ••• t. 00.28
' •• t, thenoe aouth 71001'22- I •• t. 120 teet. aore or le8ft, to the
approx1•• \. eOge of an exJ.tlng oalt ~.r.h, the •• ~. beJng tho
I •• terly boun~.ry ot .aid 3ecl1on 31: thenoe soutborly along laot
•• id line and 1t. aeanderJng. thereot, 117 toet. more or 1••• , to
• point Mhlch lie. Korth 31000'03-· z•• t, 120 teet, _ore or le•••
tro- .tort.. ntJonod ~erer.n~. Point ~L-; thence South 37000'03"
Meet, 120 t.et, -ora or 10GD, to atorMvntJone4 Rerer.pce Point ~L"
au4 to clo.e.

Cunlalnlng 2.0 acr•• , .ore or 1•• 0,




                        EXHIBIT __A _
                                  _

                      Page    11   of        15
                                                        YDl7 72 ~ PG2 309
                                                          OfFICIAL RECORDS




                            ro0nHER WITt!.

                                   •
Thence Return to .toroaentJoned R.ter-nce PoJnt ·0": thence .South
'.~3'03· M.et, 108.28 t •• t to the ~X1fr or DGOWU(O; tbenoe Suulh
.'000'00· E•• t, 131.1' teet to • po at b.l"alna to.. I"wterre4 to ••
"ef.reno. ro.tnt -". J th.noe SCNth 21008' 00" MODt, 16&.8. teot;
thenoe lortb •• ~3'OI· Meet, 231.0' t . . t: thence )forth 69'30'13"
M t, 144.26 r.. t, ~b.lloe Horth 40007'01" W"at., 200.'1 t •• t; tbenca
 ••
_ort~ 3103.'21- Hoot. 140.10 t •• t to a po1nt herelnatter reterred
to . . "eterence PoInt "It", thence north 00'33'00" M t, 10~.O()'
                                                           ••
f.et, thoaca Itortb 01 ... ·1... M t, 111.2' t •• t; thenc:e Horth
                                   ••
IZ"&1'21- het, 0.0.00 r.et: thence Soutb O'~8·3.- Z•• t, 110.00
r".tJ thence Soutb 11""4.- I •• t, 218.08 te.t: thence :south
~t'21'J~· I.at, 4V.~1 t.et, tbence 80uth 03':17'D7" ".tlt, 74.i" f.et:
                          ••
thence South ZI':s9'13- M t, 101.'6 toot, thaneft South 01°'°'13"
•••t. 13.1' tOQt, thance Soutb 10'22'.0" I •• t. eO.VD t •• t lo lh.
               K1f

Cont.1Al,~   1.2411 acre., .ore or 1••••




                          EXHIBIT· A •
                         Page 12 of __
                                     1~_
                                                               flIt 7724 PG 23 I 0
                                                                 OFFICIAL RECORDS




IAJe"       JlO,   11
A portJoo ot the 30hn "CQUeen Or.nt, aoetlon 37, Township a South.
flano- II bat, Duval· CoQftty, !'lorlda, bo1ng .o,.e part.lo\llGrly
c1e.orlb.4 . . tol10W8c St211lfIftOi at the ·ltorth....t.rly corner 01 ·tbe
.ortherly ~.r.1Dat1oR ot aarrlnuton Park Dr1v. Ca 100 foot right
ot way •• abo.... Oil the plat ot Quoe"u. narbour racht • Oountry Olub
OnJt Two) a. recorded In Plat Bwk 411. P.g~. 11 through U'O
(1nol"'lva) ot the CUrrent PublJo ~eoord. ot D\lval C~unty. FJorlda:
theDc. Wortb •••7' ~1" I •• t, •••• 00 t •• t to • point h~r~Jn.fter
reterred to a. x.terence Point f1Jr,,· tur. POIut 21' mftJpcnIJ!0j thence
Worth 02·02'20- K.et. 28'.10 t •• t; thence Horth 30'43'£12- "cat,
COl." f.et, tb.DC. Iforth 1.'4Z'1'· Heat, 343.72 t.et: thence Horth
",'bl'Z.·     Ne.t, 111 ••1 te.t:   thonca.lforth 40·40'lD" a •• t.   07.'.
t,.t,   thence louth 00'20'00" I.at. 11t.Ol teat, thence Oout.h
aO~J'l." I .. t, ~36.0' t •• t to • poJnt hereJnaft.r referred to •
Jt.rerenee Point ·0·: thenoe South £13 'za' aa- X•• t, 301. oe t •• \,:
thenc. SOuth 40'17'4.- ~.t, .'0.03 foat: thence 'u\&tb 34et:lO ' 30·
latt, 11 •• 11 t.et: thon~. South ~1""2'12- .... t. 113.0. t •• t: thtnce
South '3'&"00" M t, 7e.aa t.at; ,thenoe Horth 01~0'Ol- Meat.
                    ••
212.20 t •• t to the rOIBt or QIOINNlno~
OontolnJng 7.altl acre., .ore ur       lft~ •.




                           EXHIBIT·      A       •
                          Page  13 of        15
                                                              vur. 7724 PO 23 I I
                                                               OFFICIAL RECORDS


 fAlJUfU    17
 A portJoa      or the John Mcqu••n Orant, levl10n ~7, Townah1p 2 Soulh.
 ~.n~~ .1      •• at, Do.al County, rlor1da. baIng .ore pGrtJuularly Aft
 t~11owe.       -&Ol • • t the So~thNe.t oorner ot Lot ~O~ Q8 .hONn on Un,
   plat of Q.e.Ae .arbour Yacht a Country Club Un.1 t Two •• recorded In
   Plat Book , •• PaO•• 19 through 1ge (Jnclu.1va) ot tho C~rr.nt
   "bl1a R.oor~••• 14 poJot be1ng _ltuat. 1n the W terly boundary
                                                           ••
  Df .a1d 1•• t _fttlonedplat, thenoe 'outh "~1 "1- P;n8t .101\9 ... .sd
  .... t.rly bouadary, aa.lo t.et, thence 'outh "-"5' •• - E•• t and
  ooat1nu1ng a1oft9 la.t .a14 IJn., ••• .,. t.et: thenca South
  '~31'a2- a.. t, 0•• 1•. t •• t, thenoe SO\lth 02006'60" &a.t, ".G9
  t .. t, . theDOe 'outh 0'0"'11- het, 253.28 t •• t: tb.nc. South
  70002'20·      lA.t, 110.01 toot to •           poInt .1tuat. .sn the
  3OCor.l:MlltJ~ Meet.rly boudary ot .a1d 1•• t .entJon84 plat:
  tJ)ence SOUtherly 8100G and around the .ro ot a curv. cone.vo
  .~tbwe.t.rly and hav1ng & rgd1u. vf 370.00 toet and along .a1d
 " •• terl., ~.ry of .8J4 1a.t aerationtuS plat, 92.~6 toot, e.ld arc
  baJng .ubtenoe4 by & obord ~.r.lnQ and dSstonce ot South .G~.· 21"
  ••• t. '2.32 t •• t to the Po1nt of Tang_ncy ot a.14 ourve, thence
  .ou~ 3a~'·21· &eat, an4 oontInuing along l •• t •• J4 l1ne, 101.~A
  t . . t to the ~lnt of ourvatur. of a "lrvo conoav. H•• ter1y and
 havJftg a r.41~ ot 60.00 toot, tbence along and around the arc of
 .. 14 ourve aA4 contlnu1ng along 1•• t •• 14 lino, 63.31 t.el, .a14
 arc belng ~tond.4 by a ohord b.... Jn9 and diet.nc. of South
 02-'0'01- hat. 60.11 foot to a Pulnt ot nover80 Curvalur. ot a
 curv. concav. So\lth~G.t.rly And havJlleJ • rac11u.a ot JOO.OO t •• t:
  lhence along ~ around tho aro of •• J4 cu~v. and oontinuing along
 1•• t •• id lir... , 52.11 t.et ••• 14 "rc btlJng .ubtondod by • chord
 bear.lng and dJ.tanco ot South 21f)O'11- HClat. 'Z.6. toata th.nce
 Sout~ 7:J~2·2i· He.t, 64.01 t •• t, U.ence Horth 62°.9'4'7" He.t. 70.10
 f.et. thence South e:Z~1'og· W l, Ui •• CU teltts thene. North
                                        ••
 6,"02'02· We.t, 2.0.35 foot. th.nc. Harth ~6·A6·42· H•• t. 18G.36
 t-9\: 11,.n~. )forth 2&086'00· M t, 212.2' teot, tllenc. North
                                        ••
 6~~.·11- MOlt. J6 •• 20 f.et, thence )forth ·/0"12'GO" H•• t, ~8.27
 t.et, thenoe Horth "~0·22· H•• t. eo.uo tootl thence North
 l'ClC.·O~- Me.t. 'teO.71 teet: thence "orttl 10toa'26- ••• t, 211.i7
 teet: thence Jf~rth 01~O'60· W t, 375.2' te.t, thence Norlh
                                        ••
ea~G'oo· I.at. 77.~1 t •• t to Jt. Sntors.olJon wIth the Northerly
prolono.tloft ot the H•• t.rly bound~ry of •• Jd Queena Harbour Yacht
ja country Cl-.b UnJ t      TWo I thonoe :Soulh lOCO." .8" Bset alono 1•• t
~a1d I1n~ .~ along the W terly boundary of .G1d lost Mentioned
                                  ••
pl~t, "'10 •• 0 :.ot: thenoo. South 18°""'28" aoot end cont.lnu3nc:r alono
 lAQt .aid lJ~. 300.00 feet to the P01~T 0' n~OINNINO.
ContaInIng 10.0803 acre.,    ~re   or 10•••




                           EXHIBIT.    A      •
                          Page   1.   or   IS
                                                                                                 VOL 7724 PG23 I 2
                                  MAINTENANCE 1M.CT:
                                                                                                   OfFICIAL RECORDS
                               A portion o( the Castro Y. Ferro Orant, Scction 38, Township 2 South, IWlge 28 Eut, Duval
                               County, Florida, bein& morc particularly described as follows: COMMENCE at the SouthwCjt
                               comer o( Trxt ·0·, as shown on the plat o( Queen's Harbour Yacht and Country Club Unit
                               One, as n:cordcd in Plat Book • .5, PJ:C.,I l00-I00Q (inclusive) of the CUrTCtlt Public Roeords
                              o( said County; thence South 83-33'05· West, 110.00 feet to the POINT OF BEGINNING;
                               thence continue South 83-33'05- West, 182.00 fcct to a point situate in the Southerly
                              prolonzation o( the Castcrly boundary of Arbor Pointe Unit Thrcc, as recorded in Plat Book 43,
                              hies 7. and 7.cA o( the Current Public Records of said County; thence North 06-26'55· West,
                              alone last said line and the Easterly boundary of said Arbor Pointe Unit Three, a distance of
                              370.00 feet; thence North 83-33'05- ~, 128.7. feet to I point situate in theWc;stcrly line of
                              said Trxt ·0·, said point abo being situate in the Westerly boundary o( said Queens' Harbour
                              Yacht and Country Cub Unit One: thence South 06-26'05· East, along last said line, 19.31 (oct;
                              thence South 37-00'00· nut, and continuinc along last saad line, 90.00 feet; thcna: South
                              1.. -00'00· East. 99.00 (eet; thence South 60-00'00· East, and continuing along last said line,
                              iOJ.OO (cct: thmce South 31-21'.7· West, 1404.11 (ccl to the: [OINT OF DEGINNING.

                              Containing 1.647" acres, morc or less.
     ,....
     o                       0-

     ~.                ~     mCCESS I!ASI!MUNT TO MAINrENANCE                TRAct:
                ,.'''~      E
                      ~" ~A portion of the Castro Y. ferro Gnnt, Soetion 38, Township 2 South, lUnge 28 Ea~~, Duval
    (.,: n
                  ,
    ~'        :.. '- 1 t County, Florida, being more particularly described as (ollows:
                     ,~                                                                  COMMENCE at the Southwcst
             ~           Va cornet o(Tract ·0· as shown on the plat of Queen's H;u-bour Yacht &. Country Club Unit One
    ::,' -                 ~ as roc:ordcd in Plat Book 45, Plies 1<X>-IOOQ (inclu~:ve) of the Current Public Records of said
    :;                     ~ County; lhcnc:e South 83-33'05· West, 29,2.00 feet to the eOINI OF BEGINNING; thence
                             North 83-33'05· East, 63.05 feet; thence South 01·24'29· East, 3S.5" (oct; thence South
                             88-35'31· West, alon& the South line of that certain 30 foot J.E.A. and Utility Easement as
                             roc:ordcd in Official Records Volume 6946, Page 376 of said Current Public Records, a dis:ancc
                             of 20.00 feet; thence South 06-26'55· East, along the East line of that certain 20 (oot utility
                             casement as recorded in Official Rocorrts Volume 7131, Page 1622 o( s:Lid Current Public
                             Records, a distan':C of 378.15 feet to a point sitU2te in the Northeasterly right-of-way line oC
                             Jocandy Road (a 80 foot right-of-way as now establishcd}, said right-of-way line being a curve
                             concave Southwesterly and laving a radius of 99".92 feet; thence Northwesterly along and
o
         . _...              around the arc of sa.id curve and alone said Northeasterly right-of-way line, 83.25 (CCI, said arc
      '-Qt.-
     0';':';':               bcin, subtcnded by a chord bearing and dist.a.ncc o( North 20-21' 13- WC3t, 83.23 feet; LJIC.1U:
         ., .... ='
               ..
         .:-: ,-)
           -,....
                             North 06 ·26'~~· West, along the West line o( said 20 (oot ulility casement, a disUncc of 299. 13
                             fcd; thcllcc South 88-35'31· WCjI, 20.07 (ect; thence North 06-26'55- WCjt, 30.12 (oellO Ole
                             £Qllfi OF DEGINNINO.




                                                                   EXHlDlT· A         -
                                                                                      1S
                                                                  Page 15 oC
                              ..
                             Cwn'~"",,".II""'_'I·
                             """,,~._.,_.       --
                                                      VOL 785' 2      FG   I 337

                                                       0...... \(·\ 1-\ L ""'conr:ue'
                                                        tr . . . ~ f\': ' I \ , J
                       THIRD AMENDMENT TO
               QUEEN'S HARBOUR YACHT & COUNTRY CLUB
DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS
                   RE: CONSERVATION EASEMENT


     THIS THIRD AMENDMENT is made this f)()~- day of )17 t1/  ,
1994, by QUEEN'S HARBOUR YACHT & COUNTRY CLUB, LTD.,--W Florida
limited partnership, ("Declarant").
                             RECITALS
     A.   Declarant sUbjected certain land owned by it to the
Queen's Harbour Yacht & Country Club Declaration of Covenants,
Conditions, Restrictions and Easements recorded in Official Records
Volume 6811, page 650 as amended in First Amendment to Queen's
Harbour Yacht & Country Club Declaration of Covenants, Conditions,
Restrictions and Easements recorded in Official Records Volume
6973, page 2115 and Second Amendment to Queen's Harbour Yacht &
Country Club Declaration of Covenants, conditions, Restriction and
Easements Re: Conservation Easement recorded in Official Records                 I~
Book 7320 page 1154, all as recorded in the current pUblic records               t5~
of Duval County, Florida and as such have been supplemented from
time to time (collectively referred to herein as "Declaration").

.    B.   Pursuant to the provisions of section 16.4 of the
Declaration , f o r so long as the Declarant retains its Class B
Membership, the Declarant may amend the Declaration, provided that
such amendments conform to the general purposes and standards of
the covenants and restrictions.

     C.   At the time of recording this Amendment, Declarant is the
Class B Member of the Association and the st. Johns River Water
Management District has required certain amendments to the
Declaration to clarify certain obligations and restrictions upon
the Owners of Lots or any portion of the Property.
     D.   Pursuant to the terms of Section 10.6 of the Second
Amendment to the Declaration, the st. Johns River Water Management
District has consented to the amendment of the Declaration on the
terms and conditions set forth herein.

     NOW THEREFORE, in consideration of the premises the Declarant
hereby declares as follows:

     1.   section 10.6, which section was added to the Declaration
in the Second Amendment described above, is hereby amended in its
entirety as follows:

          10.6 Conservation Easements.  It is acknowledged that the
    development of the Property must be in accordance with the
    Permits issued by the st. Johns River Water Management
    District ("SJRWMD"), including without limitation, Permit No.
    4-031-0317M2 and 4-031-0317M13 and such other permits from
    SJRWMD as may be required from time to time in order to
    develop the Property, as such Property is subjected to this
    Declaration.

         In connection therewith, the Declarant hereby declares
    that the land lying waterward of the wetland limit line as
    delineated on the plans dated September 20, 1989 and the plans
    dated August 13, 1993 and September 7, 1993 (which were
    prepared by England, Thims and Miller, Inc.) and all of which
    are on file with the SJRWMD ("Restricted Land") shall be held,
    sold, transferred and occupied sUbj ect to the conditions
    hereinafter set forth, unless Owner obtains a permit from
    SJRWMD or the Department of Environmental Protection ("DEP")
    for such activities.

               a)   There shall be no construction or placing of
          buildings, roads, signs, billboards or other advertising,
                                                                 ,
                                               l',ol7 3G2   FG   I 338

                                                O(FICL~L    RECORDS
          utilities or structures     above   the   ground           in   the
          Restricted Land.
               b)   No soil or other substance or material used as
          land fill, and no trash, waste, unsightly or offensive
          materials may be dumped or placed on the Restricted Land.
               c)   No trees, shrubs or other vegetation on the
          Restricted Land may be removed or destroyed.
               d)   There shall be no excavation, dredging or
          removal of loam, peat, gravel, soil, rock or other
          material substance in such a manner as to affect the
          surface of the Restricted Land.
               e) There shall be no surface use of the Restricted
          Land except for purposes that permit the land or water to
          remain predominantly their natural condition.
               f)   . There shall be no activities within the
          Restricted Land which are detrimental to drainage, flood
          control, water conservation, erosion control, soil
          conservation or fish or wildlife habitat preservation.
               g)   There shall be no use made of the Restricted
          Land and no act shall be undertaken which is detrimental
          to the retention of land or water areas or which are
          detrimental to the preservation of structural integrity
          or physical appearance of sites or properties of
          historical, architectural, archaeological or cultural
          significance.

          The foregoing conservation easement and restrictions are
     covenants running with the Restricted Land and are binding
     upon the Owners of the Restricted Land, their successors and
     assigns. A more specific depiction of the boundaries of the
     Restricted Land will be set forth on the plats of the lands
     constituting a part of the Restricted Land as such lands are
     subjected to the recording of a plat thereof.

          In addition to the foregoing conservation easement, the
     Declarant has and may continue to restrict certain portions of
     the Property for the purposes of wetland creation or
     mitigation areas.      The terms and conditions of such
     restrictions may be set forth in the plats of lands which are
     so restricted or may be reserved in separate conservation
     easements in favor of SJRWMD,' DEP or other governmental
     agencies.  All Owners should consult with such governmental
     agencies prior to taking any action in any such wetland
     creation areas, wetland mitigation areas or other lands which
     may be subject to the jurisdiction of such governmental
     agencies.

          In addition to other enforcement rights under this
     Declaration, the restrictions and obligations set forth herein
     may be enforced by the SJRWMD and no amendments may be made to
     this section of the Declaration without the prior approval of
     SJRWMD.

     2.   Except as modified herein, all terms and conditions of
the Declaration remain in full force and effect.
                                                                                    11·\ !"IECt"'qnr.-
                                                                            o;:-FIe '''1_ 1\ U .!J.;)                  I




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




STATE OF FLORIDA
COUNTY OF DUVAL
     .Ttte for       instrument was                          me thi p
 c9r..,'day of           . ,1994, by ~.....,~~~~~","=,     ' =-=-_~_,.
President of Queen s Harbour Yacht & Country Club Inc., a Florida
corporation, gene al partner of Queen's Harbou Yacht & Country
Club, Ltd., a Florida limited partnership, on behalf of the
partnership, who is personally known t        me or who produced
                   as identification and     did n    ta ~ an oath.

                                     Signature of person taking
                                     acknowledgm~nt                                                 k
                                       L !J1LKc{ UJn ILl/(                                          K/t;/'.t?
                                     Print Name
                                     My Commission Expires:
                                     Commission Number:                                                                    -,
                                       1-----;- -                            ---'---s
                                          s-"'r~.e       I      LINDA CONNOR                      I~!\,;:E        ;
                                         ':·f.:"'~i(~'.l fltll~r~ f'tJl;j;;~. Si:otc. '.;i :·;,'I,1J
                                         ~~'l il               MI' Comhl. [Xf'. i,kv:':. !.99J
                                                 to                Cili1lr,l. r'{J. Gt;llJ.i~131                  ~
                                                :'fW'JIL........ . . . .........,~-....-_.- -...... - -......._~ .',




JAX-90956
July 25, 1994
PrepAred by and RelUrn to
...indA C'lQJ\or Kane
HoilAnd .t Knight
SO North L.:lura Street, Suite 3900
JAcksonville. FloridA 32202




            FOURTH AMENDMENT TO
   QUEEN'S HARBOUR YACHT & COUNTRY CLUB
   DECLARATION OF COVENANTS, CONDITIONS,
RESTRICTIONS AND EASEMENTS




                                                       . ( !i,
       THIS FOURTH AMENDMENT is made this            l.:
                                                    dI
                                           day o f ~J( <'. l"            b
                                                                ' 1994 , y

                                                                       .
QUEEN'S HARBOUR YACHT & COUNTRY CLUB,' LTD., a Florida j1imited partnership
("Declarant").

                                        RECITALS:

        A.     Declarant subjected certain land owned by it to the Queen's Harbour Yacht &
Country Club Declaration of Covenants, Conditions, Restrictions and Easements recorded in
Official Records Volume 6811, page 650; First Amendment to Queen's Harbour Yacht &
Country Club Declaration of Covenants, Conditions, Restrictions and Easements recorded in
Official Records Volume 6973, page 2115; Second Amendment to Queen's Harbour Yacht
 & Country Club Declaration of Covenants, Conditions, Restrictions and Easements recorded
in Official Records Volume 7320, page 1154; and Third Amendment to Queen's Harbour
Yacht & Country Club Declaration of Covenants, Conditions, Restrictions and Easements
recorded in Official Records Volume 7862, page 1337; as supplemented in that certain First
Supplement to Queen's Harbour Yacht & Country Club Declaration of Covenants, Conditions,
Restrictions and Easements recorded in Official Records Volume 7631, page 1771, as
amended in Amendment to Supplement to Queen's Harbour Yacht & Country Club Declaration
of Covenants, Conditions, Restrictions and Easements (Unit Two) recorded in Official Records
Book 7807, page 390, Supplemental Declaration to Queen's Harbour Yacht & Country Club
Declaration of Covenants, Conditions, Restrictions and Easements (Unit Three) recorded in
Official Records Volume 7539, page 1052 and Supplement to Queen's Harbour Yacht &
Country Club Declaration of covenants, Conditions, Restrictions and Easements (Unit Four)
recorded in Official Records Book 7807, page 770; all of the current public records of Duval
County, Florida (jointly referred to herein as "Declaration").

        B.     Pursuant to the provisions of Section 16.4 of the Declaration, for so long as
Declarant retains its Class B Membership, Declarant may amend the Declaration, provided that
such amendments conform to the general purposes and standards of the covenants and
restrictions.

      C.      At the time of recording this Amendment, Declarant is the Class B Member of
the Association.
                                                                                      I   (l   ('\n:1   !.-.J l
                                                                        .
                                                                        I.' n\ -'/ C1:
                                                                        •   I

                                                                            ~-   ..   •   _    IU~! ,J




        D.      Declarant has determined to make certain amendments to the Declaration to
clarify certain obligations and restrictions set forth therein.

      NOW, THEREFORE, in consideration of the premises, Declarant declares as follows:
       I




      1.     Section 1. 14 is hereby amended in its entirety to read as follows:

      "Section 1.14. "Lot" shall mean and refer to any plot of land shown upon any
      recorded subdivision plat of the Property; or a parcel of land consisting of parts of two
      platted lots or one platted lot together with a portion of a Lot or of the Additional
      Property, which are combined subject to the terms and conditions of Section 6.21; or
      a parcel of land contained within the Property or Additional Property which is conveyed.
      by metes and bounds to an Owner."

      2.     Sections 6.21, 6.22, 6.23 and 6.24 are hereby added to Article 6 as follows:

      "Section 6.21. Reconfigured Lots. An Owner may effect the combination of all or
      pdrt of two Lots or all or part of a Lot and a portion of the Additional Property, so that
      the resulting parcel of land ("Reconfigured Lot") shall be deemed one "Lot" for the
      purposes of this Declaration, if and only if: (a) only one (1) Dwelling is constructed
      upon the Reconfigured Lot, (b) only one (1) boat owned by the Owner is stored in the
      Lagoon, (c) a supplemental declaration is recorded in the public records of Duval
      County, Florida, executed by the Owner, the Declarant (if it is the Class 8 Member),
      and the Association, setting forth the legal description of the Reconfigured Lot, and
      stating that for so long as the Reconfigured Lot is improved by only one single family
      Dwelling, such Reconfigured Lot shall be deemed to be one "Lot" under the terms and
      conditions of this Declaration, and accordingly obligated to pay only one Assessment
      and entitled to only one vote. Upon the construction of a second Dwelling on the
      Reconfigured Lot, or the conveyance or transfer of an interest in the Reconfigured Lot
      or a portion thereof to a third party, the Reconfigured Lot shall automatically be
      deemed to be two Lots, subject to two Assessments and entitled to two votes in
      Association matters."

      "Section 6.22. Siting of Improvements; Setbacks. Since the establishment of
     standard, inflexible building setback lines for the location of structures tend to force
     construction of such buildings both directly behind and directly to the side of each
     other with detrimental effects on privacy, views, preservation or important trees, etc.,
     no specific setback lines are established by this Declaration, except as or as may be
     required by the establishment of easements within the Property and shown on the plat
     of the Lot. In order to assure, however, that location of structures will be staggered
     where practical and appropriate so that the maximum amount of view and breeze will
     be available thereto, and that the structures will be located with regard to ecological
     constraints and topography, taking into consideration the elevations, the location of
     large trees, and similar considerations, the Architectural Review Board shall have the
     right to control absolutely, and solely to decide, the precise site and location of any
     building or other structure upon all properties within the Development. Provided,
     however, that such location shall be determined only after reasonable opportunity is
     afforded to the Owner to recommend a specific site and provided further, that in the

                                              2
                                                              \,'01 -,        q    !      fi              J !.
                                                               I   i.i .. /   .'   I      '-

                                                              .J

                                                                     rr-'-lr,l••• ,
                                                                       , .•
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                                                                                                   J  • \ ...."



 event an agreed location is stipulated in writing by Declarant, the Architectural Review
 Board shall approve automatically such location. Anything contained herein to the
contrary notwithstanding, in the event Declarant creates any setback lines elsewhere
in this Declaration, on the recorded plat of the Lot, in any Supplemental Declaration,
or in any other writing signed by Declarant, all buildings, structures, or other
improvements on, within or with respect to any Lot or Dwelling Unit covered thereby
shall 'be located only within the setback lines so specified. Provided however the
Architectural Review Board shall be empowered to grant variances with respect to
such setback lines if so permitted in any such provision of this Declaration, the
recorded plat of the Lot, the Supplemental Declaration, or any other writing of
Declarant. Provided further, that in the event of the establishment of a Reconfigured
Lot, any side set back lines which are established from time to time shall apply only
to the outermost side lines of the Reconfigured Lot.

       The foregoing shali not be construed to guarantee to any Owner that its view
rights will not be diminished or that said rights are absolute. Any Owner building a
Dwelling Unit prior to the construction of the adjoining Dwelling Unit is given notice
that the adjoining Dwelling Unit may limit existing views.

"Section 6.23. Square Footage Requirements. All one story Dwelling Units in Queen's
Harbour Yacht & Country Club, Units One and Two, shall have a minimum of two
thousand (2,000) square feet of Living Space, and all two story Dwelling Units in
Queen's Harbour Yacht & Country Club, Units One and Two shall have a minimum of
two thousand two hundred (2,200) square feet of Living Space. All Dwelling Units in
Queen's Harbour Yacht & Country Club, Unit Three shall have a minimum of 2,600
square feet of living space for Lagoon Lots and 2,000 square feet of living space for
all other Lots. All Dwelling Units in Queen's. Harbour Yacht & Country Club, Unit Four
shall have a minimum of 2,000 square feet of Living Space. Declarant reserves the
right to modify, amend, or change the foregoing square footage requirement as it may
apply to any Dwelling Unit to be constructed upon a Lot within the Additional Property,
upon the filing of a Supplemental Declaration; provided, however, upon the failure of
Declarant to make specific provision for a minimum square footage of Living Space in
any such Supplemental Declaration, the foregoing restriction shall apply to any
Dwelling Unit constructed upon a Lot within such Additional Property. When used
herein, "Living Space" shall mean and refer to enclosed and covered areas within a
Dwelling Unit, exclusive of garages. carports, porches, terraces, balconies, decks,
patios, courtyard, greenhouses, atriums, attics, and basements.

"Section 6.24. Building Height. No Dwelling Unit or other structure shall exceed the
height limitation permitted under any applicable provision of the zoning restrictions, as
they may be amended from time to time.

3.     Paragraph (a) of Exhibit "C" is hereby amended in its entirety to read as follows:

       "(a)    Building Type. The square footage requirements of Dwelling Units is set
       forth in Section 6.23 of the Declaration."

4.     Paragraph (b) of Exhibit "C" is hereby amended in its entirety to read as follows:

                                        3
               "(b)   Lot Siting. Siting and setback requirements are set forth in Section 6.22
               of the Declaration."

        5.     Paragraph (c) of Exhibit "C" is hereby amended in its entirety to read as follows:

               "(c)  Height Limitations. Height limitations are set forth in Section 6.24 of
               the Declaration."

        6.     Paragraph (f) of Exhibit "C" is hereby amended in its entirety to read as follows:

               "(f) Garages and Automobile Storage. In addition to the requirements stated
               in paragraph (a) above, all garages shall have a minimum width of twenty (20')
               feet and minimum length of twenty (20') feet as measured from the inside
               walls of the garage. All garages must have either a single overhead door with
               a minimum door width of sixteen (16') feet for a two car garage; or two (2)
               sixteen (16') foot doors for a four-car garage; or two (2), three (3), or four (4)
               individual overhead doors, each a minimum of eight (8') feet in width, and a
               service door. All overhead doors shall be kept closed when not in use. No
               carports will be permitted unless approved by the ARB. No garage shall be
               converted to living space unless the facade of the enclosed garage is approved
               by the ARB. The use of side entry garages is encouraged wherever possible."

        7.    Notice is hereby given that the Architectural Review Criteria set forth in Exhibit
C of the Declaration are subject to modifications from time to time and additional rules and
regulations may be adopted in connection therewith. ~rior to commencing construction of any
Proposed Improvement an Owner should contact the officers of the Association for a
complete description of all Architectural Planning Criteria, rules, regulations, specifications and
requirements of the ARB as they exist at time of commencement of the Proposed
Improvement. Clearing of a lot for construction purposes is prohibited until the ARB has
issued an ARB Building Permit.

         8.     Except as modified herein, all terms and conditions of the Declaration remain
in full force and effect.

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

Witnesses:                                           QUEEN'S HARBOUR YACHT & COUNTRY
                                                     CLUB, LTO., a Florida limited partnership,
                                                     by its General Partner:
                                                     QUEEN'S HARBOUR YACHT & COUNTRY
                                                     CLUB, INC., a Florida corporation


                                                     By:    J.   £~~:nt
                                                                            [CORPORATE SEAL]

                                                4
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                                                                                                     , ~I

 STATE OF FLORIDA
 COUNTY OF DUVAL




             ~,,,,,   'III,       CHERYL 0 FRIEDMAN
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                              *   My Comminion CC380598
                                  &pires Jun, 08,1998
                                  Bonded by HAl
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JAX·65394



                                                          5
G     Febn:.vy 19. 1997

      ~lI1"""'lD
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      Jw.solx-.-
          ...,. to.. ar.. IdIl900
      ~
      J'     i"   JIWldI3%:m                                       Book 8S69         PI 1'230e ,
                                                                                                     ,0




                                                                  Bka    8S69
                                                                  Pia    2308 -      2306
                                                                   Doe' 970SS88:5
                                                                  FilGd I R.ea?d.d
                           FIFTH AMENCMEHT TO                        03/17191
            QUEEN'S HARBOUR YACHT II COUNTRY CLUB                     03,<61116 P.".
            CEC1.AAATlON OF CO~, CONDITlONa,                      HENRY W. COOK
                                                                  CLERK CI~CUIT COURT
               1W)"TmCT10Na AND I!AamE'm .                        DUVAL COUNTY, FL
                                                                  ~EC •• 24.00

                                    .   ,




          THIS FIFTH AMENDMEN" ,'I, mode tllio     ..2tL
                                                  day of ~NY; 1 Q91~ by QUUN'S
     HARSOUR YA~ It CCUNTilV Cl.Ul2J, lTD., • Florida limited pertnerahlp (-Dl.lcforznt-).


                                              RECfTAUB:


              A.     O~clGram subjtotad ~~In land owned by It to the Cue,n'; Harbour Yacht ..
      Country Club o.cl8l'81lcn of Coven.nu, CondlticnG, Reltrlctlono and haem"'" recorded In
      Offlcl;1 R.cord. Vc'ume "8S1 1, page e£50:·Flm Amendment to CuMn'. Hwbcur V.cht ..
      Coul'rtry Club 09cJaradon of Covcln!lnto, Condttiona, Remi0ticn8 n EaMmenta ,"Ofded In
      Offlcl5I Rocordt VolurM a973, PI;o 2115; Second Amlndm~to CaMen'. HIIfbour Y.cht •
      Country Club Declaration 01 CtJY8.U1m:J, Condlt!cNJ, Reotrlcrt!.one and EsHmlnt8 ~ In
      Offlohll RccorOt Velum! 73~O, page 11 !4; TNrd Amendmont and 8uR2IGmlnt to         au,.n',
      HiVbour YXM AI Country Cub Declar:rtJon of Covonlnte, Ccndftl~, Re~ and
      euement1 rtCCldod In Official RQcM!l Book 7724, pegfl 2282: and TNrd Amendment to
      Quun'. Hcrbeur YlCht. CcYntry Club DeclamJcn of Coven~, Condtttom, Roatrictionelnd
      EC3Sme~ recClfdcd In Offiolal WWewd:s VolumQ 7Sa2, PQ;O 1337: and the Fourth Amendment
      to eu.en'; Hcarbour Yacht 100 Country Chlb Doclonrtlonll of Co~nb, Condltlcnl,
    \ R8~ ar.d bMmontm ~ordod In Offlolel R~ord, Book 7910, peg. 670 II recorded In
      ttt" public roc~ of Duvd County, Flcridi.
              B. The Oeo~otkx'\ h= bscln IUWlem~rmd to InnllK edditioniliand, In eccordance with
     thct CliJttaln Rnt 84~nt to Ou"n', Habour Ytoht • Country CNb Decleratlon of
     Covenllms, Ccndttlona, RNtrietlono and EoMmlnu recorded In Offlo.., Record, VokmI7831,
     pego 1771, eo cmondcld k1 Amondmant to SuppJemont to CuNn', Hllrbour Vecht .. Country
     C:cb D&cllr~' cf ~ , Condationo, ROItrfo1fona and En.menta (Unit Two) recorded
     In OffIo141 Rocerde BOok 7807, S»;8 390, ~montalDeclaration to Queen', Hitbour VICht
     6, Country Qub CeolSlnltlcn of COWMnb, ~ndftionl, RelJtrictioM end hHmOnta (UnIt Th,..)
     raccrd~ !rl Offielal Rf>Oord. VclumaJ 7339, p.~~ 10152: SuJ:f'llmlnt to Cu.-n', Harbour Yecht
                                                                                                     ®
                                                        ·   Book aS69          Pg     2303


 && Country Club Oeel~r~t/on of Covonanto, ConditlonD, R..trlctfonl and ea.ementD (Lota 119
 end 11 SA) recorded In ')ffJc/:a1 RQcorcfD Volumo 70G5, pago 1351: .5upploment to aueen'.
 Herbour V,eM • Country Club :Jec;;"!M\:on af oovenanta, Condltlona, Rewlotfon. end
 Ea:.oment:a rUnlt Four) rgcorded In Offlcl..1 Reoordo Sook 7807, page 1770; Supplement to
 0sJ9Gn'; Harbour Yacht !& CountrY Club Decl.rat!on of Covonento, Condltlonl, Ro.trlodona and
 EQCI.ment~ rUnlt Fiw) r3Corded In Officl" Records Volume 7980, page 15.5; Supploment to
 au..n', H!Jrbour V;lcht &; Country Club Oeclaratfon of Covenant., ConditIon., R••trictlon.and
 E31C1mont5 (Unit Six) roeorded In OffIcl.1 Record. Volume 8107, pa~. 1271; SUpplement to
 aueen', HQrbour Yoacht ia Country Club Declaration of Covenant., Condition a, Rattrfetlonl and
 EeQamtnt. (Unit Sovenl recorded In Offlclll R.cords Volum. 8072, page 202; Supplement to
 Cuocn'. Harbour Yacht ~ Country Club Oeclarmtlcn of Covon.nt., Condition., RIGtrictiona and
 E:l80mant; (Unit ~!ght) reccrded In Offlcl~1 RKordll Volum. 8'38, plga 2113; SUpplement to
 auun'l Ho1~r Vacht. ~n1TY CNb Oecl.rl3t1on of Covenanu, Conditlonl, R.atrletlona end
E:loemenU IUnlt NIne) recorded In Offielol Records V~lum. 8161, pege 1378: Supplement to
CUMn', Harbour Yacht a Country Club Oeclaratfon of Covenlnt., Condition., R.ltrietiona Ind
Eaaomen~ (Unit Ttn) r~cOfdod In Offlclzl Rocordu Volume 8087, pe;e 844; and Supplement
to Cuoen'. Harbour Yacht a Country C'ub Declaration of Coven.nu, Condition., R..trlctJona
Inti EIClQmentlJ (Unit Two!YG) roccrded In Offlolal Rocord~ Volume 8288, pugo 1 &17, en of the
curront public rocord4 of OuvQI County, F10rIdli (colloctlvely r(lferrad to herein u
·Sllp~lom()nt::l").                  .


          C.     Furnu·,nt tc th6 aJocl:lr!Jt!C71 GOO u,l:J SU5)pl~mont. SGc1lon 8.22 haa aet forth the
sl1lng                ier Imprcvem<Jnt, In thlt Loti 'n Illch platted unit.
         i'equlrom~nt:J



        D.    D.cl~rant hall determined thlt tho requlrementl a. Nt forth In acme of the
Suwl.mento contain ctlrtaln ccrfvenor' 8 ."ora Ind Incon.'~nclell with re.peet to the
r~ulremctnt:a undsr Sectlon 8.22..


        E.     Purauant to the proYislonl of SoctJon 1e.4(bl, the Declarlnt, for 10 long .1 It
nt.lnl It; Cllaa B Mlmbarahlp, hat the right, without tM conHnt or joinder of any Owner or
Mortgagee to amond 1h" DecIQl'3tfon fO( the purpOI~ of curing any Imblgufty or InconaJtteney
In the terms of the CeclllratWn.


         F.      At th9 timQ of racordlng thl~ Amendment, Ooclan,"t rot!:!lnli Its CII" IS
M.mberll':l~ 3nd d03lro:l to 3mond i1nc! rolJtllltQ SltCtlon 0.22
                                                          In ftJ .nttrttty to cl.rtty the Lot
sitlnQ r~ulrrJm'Jnt~ fo'! LotD aub!Qct 10 thie OQCI(3r~tJon.


         NOW, THEREFORE, In conolc!oretlon of the pl'8mlau, 08clO'Int dicIer.... follow.:

       1.     SoctJon 8.22 J. hen1by amend~ and nJotatld In Ita entirety ., foUowe and            .nv
Ind 311 r,fGlr;ncl; to ~on 0.22 In tho D4olarlltion or In any of the Suppl.m.nta are
am,nded Qnd ro.tat:ad 10 fonow.:


                                                  2
                                                    Book 856g           Pg     e30,",-'


    "section 0,22, 51tl1]9 oj Iml.jov"m't'ltlj S,tb.c%s. Since the elt~bIlDhm.nt of
    nanderd, InfloxJblD building IOtbeok IInol ior 'c; 'il I~.tjon of ttruotur•• tend to foroe
    eon.wetlon of such building. both dlr-etiy behind and dlrKtfy to the .Id. of each
    othor with d~trimlllntal.ff8C't.1on privacy, views, pro.erv:Jtlon or lmportlnt tr•••, .te.,
    no ~p.eelfh: IQtbeck liMO ;are oltoblloMd by this Oecl:arDtlon, exe$pt I ' Of II may be
    requin'Jd by the 8~Qbll"hment 0" ~IJHmentl within tM Propotrty and shown on the plat
    or th~ Lot. In erdgr to auura, howover, thQt location of I1NC'Wrol will M ,teggarad
   who"practlca' ;and tlpprcpriltfl 10 tNt thG maximum amount of vlow and breeze will
   bo IVlll/aelo th41reto, and tNit the struotural will be Iooat~ with regard to .cologlel'
   constrQlnb and topognsphy, taking Into con&ld4t~tlon the elevGltlonl, the location of
   largs troel, I~ slmllarconlid.ratlon., tho Archlteotural Ravlew Board 'ha" hIve the
   right to control a~olutQly, Ind 'olllily to decide, the prlilcl,e :alte and location of Iny
   l:4.J11d1~ or othor ctructurtJ upon 1;11 pro~rtfo~ wfthln the Oavolopment. Provided,
  howover, th3t  wc.,     loc3tlon ohmll bo datormlr:ed only 3ftar reaso noble opportunity I.
  oiforded to tM Ownar 10 r$Command e ~PGclflo ~It. and provldld furtMr, that In the
  avent Dn agroed lco<)tlon Ie Qtl~latod In writing by Oeclor:ant, tho Arohltectural Review
  Boon:! Ghall ap):fOV3 Jutom3tJc:ally lueh I~Qtlon. Anything contained hareln to the
  <:ontr~ry notwfths1gndlng, in th~ "vent Declarant cro~t~8 Iny oetbaok llnoa ol.. whlra
  in thl. Docl:mrthm, on th.. l'&Cordad plat of 1M Lot, In any Supplomontal Oeclaratlon,
. or In IIny oth~r writing slgn$d by Daclarant, all buildings, Itructl1ro3, 0( other
  ImproVQmorJU cn, within or with rllll5pKt to any Lot or Owelllng Unit covered th.reby
  shell be lcc~ onP/ within too Mti)zck Iln~:J ~c »poclf~. P10vldrd howe vIr the
  Arohft~rolRlivflJW Soard on~1 ~ Gmpowar~ to grant varlllnCfJe wl'.M r~spect to ouch
 Mtbeck linN if ~ pormlt't~ In any luch provision of thlG Dp.clarBtkn, the recorded plat
 of tN lot, the Suppbmentll 00cllmrticn, or Iny other w"itll1g of l)ecl.r~nt. Provided
 furthor, met In 1hIJ ~vent of t~ ootGbUlhmont 01 ; R9con~ :;ured Lot, any aide lilt back
 IIn!Jo which .1~ el'tllbllihod frcm time to tlma 8MII app" only to the outonnolt ,Ida
 IIntl of the R.~onflgur~ Lot.


        Tha foroQCIng I)holl not be conmu,d to gUD~ntS' to ~ny Owner that Itt '/few
right; will not be dlmlnlghad or that acid righU 3f11 Q~ut •• Any Ownar building a
OwQIlln; Unlt prior to h oon;truetion of tt\Q Qd~nlng OWiJlling Unit logfven notlca
mot the 3dJclnl~ OWQlllng Untt may limit I:dnlng viewi. Subjoct to the fcngolng, tho
;ot ~clt linea for t~ Lou IUbJoct to Oaclartltloo ah.1I ba ;ubJoct to tht!J foUowlng
rutrletlono:
                                                                 Beok 8S69          PI     2305 ,.

                                             un BJ.:.~.c UNR:S
                                        FRONT                REAR                   IIDE
   Unit On.                     213   fo~t            26 flit            10 f.et
   Unit Two                     25 feot               26 fett            10 feet (S•• Not. 1)
   Unit Threl                   25 f.et               25 ftot            10 fott
   Uni't Four                   20 f.et               20 f.et            71/2 feet
   Unit Rw                     20 fll.t               20 foet            7 1/2 f••t
   Unit Six                    20 f.et                20 f.et            7 1/2 f••t
   Unit SevIn                  25 fe"t                25 fnt             10 f••t
   Unit E!ght                  20 f.et                20fHt              5 f.et
   Unit Nina                   25 feet                251Mt              10 fe"t
   Unit   T~n                  101&Ot                 20fHt              (S.e NotQ 2)
   Unit Elewn                  2GfMt                  215 f.et           10 f.et
  Unit Twelve                  215 f..t               21l f,ot           10 foot
  Unit Thlrt••n                23 f•• t               28 feet            10fHt
  Unit FourtH"                 21518et                25 feot            10fHt
  Unit Fift"n                  215 f.et               23 flot            10~

  Unit Sbet.on                 20 fQat                '20 feet           7 1/2 f••t
  Unit One                     26 f••t.               26 f•• t           10 f•• t
  Lot 119 Ind 119A

No~ 1 • WIth "'D~et to Lote 36:3-388 of tM Unit Two und, tha'front end ree, Nt beck linn
oh;1I be 20 fait ond '~..e .Id~ cot back !ImQ ~hlll be no ~. th~n 7 112 foClt.

Note 2 • 'Nlth ~~ 10 tM Lota In Ur.I~ r,n, one side of 1ht Dwelling ahlll be I minimum of
3 fset frem the ,Id~ Nt bec~ Itn. and there ,han be ~ minimum of 10                   mt
                                                                              between the
Q;rt~rlof frtlloh8d w~lb of the Dwelling Unito.

E:.tcept '" set forth In Nota 2, eU .. t baok lin.. ar. milium from the exterior flnlah of the
Owonlrrg Unit to tN Lot lin•• The HVAC syftam .nd ac,.."nlng WIn. mey encroach up to 3
1/2 fHt Into the ,kit Nt ~k             .r...
          2.         E;ccopt ala modlllod hqroln, all tmno ar:d ccndltlona of the ~larotlon I"tfnIin In
f1J111orc~     61r.d oHOO1.
                                                 Book a~69 PI            2306"
       IN WITNESS WHEREOF, the underalgned Declarant hareby .et. Ita hand and ...1 ••
of the date fire! llbove written.

                                                 QUEEN'S HARBOUR YACHT & COUNTRY
                                                 CLUB, LTD., • F10rfde JlmltO<! pertner.hlp,
                                                 by It. a.nerDI PQrtn.r:·
                                                 QUEEN'S HARBOUR YACHT~,~~a,y'
                                                 CLUB, INC., I florida c~~~liP. c.,~t?-\.                                       .~
                                                                                   .:. " "       .,.,.~.~. "~"",,"#'
                                                                .           .     .:-",': '••. '.:'1i ;.~••. ~ .~! •.,)~t
                                                 By:
                                                       ~
                                                       J
                                                           .
                                                                     .0             .
                                                               mll~.... .j._....,.....
                                                                  ., " .
                                                                                        .
                                                                                  I.......       '.
                                                                                                           ..' •.~.~'.:
                                                                                                               1I'!.\"rt
                                                                                                           . • :~.,,:' :',
                                                                                                        ··.CD • ,..':. .
                                                                                                                           -;. ••


                                                                    ~. ,.,;.~)S               . ; . , . ~:" •      '1.:'
                           .                                          .~             ".ro'.           . . :,~ii:fj i'..
                                                                                1:. ~''''.'' .G;,.tf~ .~;~ ':-:.:-;"l.
STATE OF FLORIDA:~':
COUNTY OF OUVAL
                         .··.I.£~~~~"\ ~r;fP
                     ..• ~:~J{:A,'t(\~,,~.::,
                                                                                                               ..... .
 .
         The foregoing lnatrum.nt we. IcknowledQtd before mt thl.
1997, by J. Thom•• Oodaon, Jr., Pr..ldent of au..n', Harbour Veo
                                                                    ~
                                                                        t.
                                                                         day oi·~~·~~~~
                                                                         Country Club, In ,
II Florida corporation, G.Mrlll Partner of Cueen', Harbour Vacht • Country Club, Ltd., •
Florida limited psrtMr.hlp, on behelf of the plrtMrlhlp. HI/the I, peraonally known to mo or
                                                                                             "," u\",'\\~~


h.. produced                 .                   .. Identifloatlon.




_..-
_.
 May 10, 1998

 Prepared by and Return   to
 Linda COMQr Kane
 Holland &. Knight LLP
 50 North Laura Street, Suite 3900
 Jacksonville, Florida 32202




               SIXTH AMENDMENT TO
      QUEEN'S HARBOUR YACHT & COUNTRY CLUB
      DECLARATION OF COVENANTS, CONDITIONS,
         RESTRICTIONS AND EASEMENTS




.    THIS SIXTH AMENDMENT is made thiS~ day of ~              , 1998, by QUEEN'S
HARBOUR YACHT & COUNTRY CLUB, LTD., a Florida limited artnershlp ("Declarant").


                                         RECITALS:


         A.    Declarant subjected certain land owned by it to the Queen's Harbour Yacht &
 Country Club Declaration of Covenants, Conditions, Restrictions and Easements recorded in
 Official Records Volume 6811, page 650; First Amendment to Queen's Harbour Yacht &
Country Club Declaration of Covenants, Conditions, Restrictions and Easements recorded in
Official Records Volume 6973, page 2115; Second Amendment to Queen's Harbour Yacht &
Country Club Declaration of Covenants, Conditions, Restrictions and Easements recorded in
Official Records Volume 7320, page 1154; Third Amendment and Supplement to Queen's
Harbour Yacht & Country Club Declaration of Covenants, Conditions, Restrictions and
Easements recorded in Official Records Book 7724, page 2292; and Third Amendment to
Queen's Harbour Yacht & Country Club Declaration of Covenants, Conditions, Restrictions and
Easements recorded in Official Records Volume 7862, page 1337; and the Fourth Amendment
to Queen's Harbour Yacht and Country Club Declarations of Covenants, Conditions,
Restrictions and Easements recorded in Official Records Book 7910, page 570; and the Fifth
Amendment to Queen's Harbour Yacht & Country Club Declaration of Covenants, Conditions,
Restrictions and Easements recorded in Official Records Book 8569, page 2302, all in the
public records of Duval County, Florida.

        B. The Declaration has been supplemented to annex additional lands in accordance with
that certain First Supplement to Queen's Harbour Yacht & Country Club Declaration of
Covenants, Conditions, Restrictions and Easements recorded in Official Records Volume 7631,
page 1771, as amended in Amendment to Supplement to Queen's Harbour Yacht & Country
Club Declaration of Covenants, Conditions, Restrictions and Easements (Unit Two) recorded
in Official Records Book 7807, page 390, Supplemental Declaration to Queen's Harbour Yacht
            & Country Club Declaration of Covenants, Conditions, Restrictions and Easements (Unit Three)
            recorded in Official Records Volume 7539, page 1052; Supplement to Queen's Harbour Yacht
            & Country Club Declaration of Covenants, Conditions, Restrictions and Easements (Lots 119
            and 119A) recorded in Official Records Volume 7865, page 1351; Supplement to Queen's
           Harbour Yacht & Country Club Declaration of Covenants, Conditions, Restrictions and
           Easements (Unit Four) recorded in Official Records Book 7807, page 1770; Supplement to
           Queen's Harbour Yacht & Country Club Declaration of Covenants, Conditions, Restrictions and
           Easements (Unit Five) recorded in Official Records Volume 7980, page 1545; Supplement to
           Queen's Harbour Yacht & Country Club Declaration of Covenants, Conditions, Restrictions and
           Easements (Unit Six) recorded in Official Records Volume 8107, page 1271; Supplement to
           Queen's Harbour Yacht & Country Club Declaration of Covenants, Conditions, Restrictions and
           Easements (Unit Seven) recorded in Official Records Volume 8072, page 202; Supplement to
      I    Queen's Harbour Yacht & Country Club Declaration of Covenants, Conditions, Restrictions and
           Easements (Unit Eight) recorded in Official Records Volume 8136, page 2113; Supplement to
      I    Queen's Harbour Yacht & Country Club Declaration of Covenants, Conditions, Restrictions and
           Easements (Unit Nine) recorded in Official Records Volume 8151, page 1379; Supplement to
           Queen's Harbour Yacht & Country Club Declaration of Covenants, Conditions, Restrictions and
           Easements (Unit Ten) recorded in Official Records Volume 8067, page 844; Supplement to
           Queen's Harbour Yacht & Country Club Declaration of Covenants, Conditions, Restrictions and
           Easements (Unit Eleven) recorded in Official Records Book __, page __; Supplement to
           Queen's Harbour Yacht & Country Club Declaration of Covenants, Conditions, Restrictions and
           Easements (Unit Twelve) recorded in Official Records Volume 8296, page 1517, Supplement
          to Queen's Harbour Yacht & Country Club Declaration of Covenants, Conditions, Restrictions
           and Easements (Unit Thirteen) recorded in Official Records Book 8728, page 1809;
           Supplement to Queen's Harbour Yacht & Country Club Declaration of Covenants, Conditions,
          Restrictions and Easements (Unit Fourteen) recorded in Official Records Book 8534, page 342;
          Corrective Supplement to Queen's Harbour Yacht & Country Club Declaration of Covenants,
          Conditions, Restrictions and Easements (Unit Fifteen) recorded in Official Records Book 8669,
          page 901; Supplement to Queen's Harbour Yacht & Country Club Declaration of Covenants,
          Conditions, Restrictions and Easements (Unit Sixteen) recorded in Official Records Book __,
          page __; Supplement to Queen's Harbour Yacht & Country Club Declaration of Covenants,
          Conditions, Restrictions and Easements (Unit Seventeen) recorded in Official Records Book
          __, page __; Supplement to Queen's Harbour Yacht & Country Club Declaration of
          Covenants, Conditions, Restrictions and Easements (Unit Eighteen) recorded in Official Records
,..       Book 8866, page 397; and Supplementto Queen's Harbour Yacht & Country Club Declaration
          of Covenants, Conditions, Restrictions and Easements (Unit Nineteen) recorded in Official
          Records Book 8900, page 176, all of the current public records of Duval County, Florida
          (collectively referred to herein as "Supplements").

                  C.      Pursuant to the provisions of Section 16.4(8), the Declarant, for so long as it
          retains its Class 8 Membership, has the right, without the consent or joinder of any Owner or
          Mortgagee to amend the Declaration provided that such amendments conform to the general
          standards of the Covenants contained in the Declaration.

                 D.     At the time of recording this Amendment, Declarant retains its Class B
          Membership and desires to amend Article XI to add Section 11.7 to address certain
          requirements of the Army Corps of Engineers to assure compliance with all applicable permits.


                                                        2
       NOW, THEREFORE, in consideration of the premises, Declarant declares as follows:

        1.     Article XI is hereby amended as follows and any and all references to Section
11 .7 in the Declaration or in any of the Supplements are amended as follows:


      "11.7 (1)   Permits and Restrictions. THIS PROPERTY WAS DEVELOPED IN
      ACCORDANCE WITH REQUIREMENTS OF PERMIT NUMBER198700995 (lP-SS),
      ISSUED BY THE ARMY CORPS OF ENGINEERS ("ACOE") AND SEVERAL PERMITS
      ISSUED BY THE ST. JOHNS RIVER WATER MANAGEMENT DISTRICT ("SJRWMD").
      THE PERMITS ARE OWNED BY THE ASSOCIATION AND THE ASSOCIATION HAS THE
      OBLIGATION TO ASSURE THAT ALL TERMS AND CONDITIONS THEREOF ARE
      ENFORCED. THE ASSOCIATION SHALL HAVE THE RIGHT TO BRING AN ACTION, AT
      LAW OR IN EQUITY, AGAINST AN OWNER VIOLATING SUCH PERMITS.

      PROVIDED HOWEVER, ANY OWNER OWNING A LOT WHICH CONTAINS OR IS
      ADJACENT TO JURISDICTIONAL WETLANDS OR CONSERVATION AREAS AS
      ESTABLISHED BY THE ACOE OR SJRWMD, SHALL, BY ACCEPTANCE OF TITLE TO
      THE LOT, BE DEEMED TO HAVE ASSUMED THE OBLIGATION TO COMPLY WITH THE
      REQUIREMENTS OF THE FOREGOING PERMITS AS SUCH RELATES TO ITS LOT AND
      TO THE CONSERVATION AREAS.

      EXCEPT AS REQUIRED OR PERMITTED BY THE AFOREMENTIONED PERMITS ISSUED
      BY THE ACOE AND SJRWMD, NO OWNER SHALL ALTER, FILL, DREDGE, PLACE SOD
      OR EXCAVATE, OR PERFORM SIMILAR ACTIVITIES ON ANY PORTION OF OWNER'S
      RESPECTIVE LOT, UNLESS AND UNTIL SUCH ACTIVITY IS AUTHORIZED BY OR
      EXEMPT FROM THE REQUIREMENTS OF THE ACOE AND SJRWMD.

      IN THE EVENT THAT AN OWNER VIOLATES THE TERMS AND CONDITIONS OF SUCH
      PERMITS AND FOR ANY REASON THE DEVELOPER OR THE ASSOCIATION IS CITED
      THEREFOR, THE OWNER AGREES TO INDEMNIFY AND HOLD THE DEVELOPER AND
      THE ASSOCIATION HARMLESS FROM ALL COSTS ARISING IN CONNECTION
      THEREWITH, INCLUDING WITHOUT LIMITATION ALL COSTS AND ATTORNEYS' FEES
      AS WELL AS ALL COSTS OF CURING SUCH VIOLATION.

             "(2)    Enforcement. Notwithstanding any other provisions contained elsewhere
     in this Declaration, the ACOE and SJRWMD shall have the rights and powers
      enumerated in this paragraph. The ACOE and SJRWMD shall have the right to enforce,
     by a proceeding at law or in equity, the provisions contained in this Declaration which
     relate to the maintenance, operation, and repair of the Stormwater Management
     System and/or jurisdictional lands subject to the regulation of the ACOE or SJRWMD.
     Any repair or reconstruction of the Stormwater Management System shall be as
     permitted, or if modified, as approved by the SJRWMD.          Any amendment to this
     Declaration which alters the Storm water Management System, beyond maintenance
     in its original condition, including the water management portions of the Common
     Property, must have prior written approval of the SJRWMD. Any amendment to this
     Declaration which amends the responsibilities or obligations of the parties with respect

                                            3
              to the ACOE Permit, must have prior written approval of the ACOE. In the event that
              the Association is dissolved, prior to such dissolution, all responsibility relating to the
              Stormwater Management System and the Permits must be assigned to and accepted
              by an entity approved by the ACOE and SJRWMD."

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

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

                                                          QUEEN'S HARBOUR YACHT & COUNTRY
                                                          CLUB, LTD., a Florida limited partnership,
                                                          by its General Partner:
                                                          QUEEN'S HARBOUR YACHT & COUNTRY
                                                          CLUB, INC., a Florida corporatio~

                                                          By:      ~.~
                                                                  J.Dodson,~,
                                                                        omas                Preslda t:

                                                                                  [CORPORATE SEAL:]

 STATE OF FLORIDA
 COUNTY OF DUVAL

        The foregoing instrument was acknowledged before me thi...ul'iday of
1998, by J. Thomas Dodson, Jr., President of Queen's Harbour Yacht & CountrYUb/lnc.,
                                                                                            ~v           .
a Florida corporation, General Partner of Queen's Harbour Yacht & Country Club, Ltd., a
Florida limited partnership, on behalf of the partnership. ~/she is personally known to me or
has produced                                      as identification.

                                                                                        •


                   ."'£:;"'"
                   * *Cheryl 0 'Friedman     I'···
                    ~~l Expires June 8, 200a.
                             My Commission CC7




JAXl-299181
43382,1




                                                     4
     OCT-15-03 WED 10:21 All                                                   FAX NO.                                P. 02
                                                                              Book 11114            Pag.. 2201

                                                                                         DocJ 200316884'7
                                                                                         BUok:11114
        ?roptl.rol1 Oy 11M ne~urn to                                                     Pa§es: 2201. ,- 2i:!03
        Lin.d.:\ Connor Kane, F:sq,                                                      Filed & Recorded
        H.llond & KnighL LT.P                                                               05/Z8fZ003 11:3,:za AK
        51) !'JQI"th LlI.ur" St.J"li't't., Rnib\   ::i~OO                                m FIllI.ER COURt
                                                                                         CLERK CIRCUIT
        J<lc!t.."lonvilta. Flo.dtfa32202
                                                                                         DUIJAL COUHlY
                                                                                          IlECDRDIH1>    •   13. 00
                                                                                          TRUST FUND     $    2. 00


                                                                SEVENTH AMENDMENT TO
                                                       QUEEN'S HARBOUR YACHT & COUNTRY CLUB
                                                            DECLARATION OF COVENANTS, CONDITIONS,
                                                              RF.SlTRICTIONS AND EASEMENTS


              THIS SEVENTH AMENDMENT is Illade thie of ./L/ .. _, ?OO.'l, by  ~ny              !h
        QUEEN'S HARBOUR YACHT & COUNTRY CLUB, LTD~rida limited
        partnership (~Dec1arant"),


                                                                       RECITALS:

                       ADeclarant sUQjected certain land owned by it tu th" Queen'5 Harbour, Yacht &
        Country Club DeohlIation of Covexumts, Conditions. Restrictions and Easements r'ecorded
        in Official Records Volume 6811, page 650; J!'iIst Amendment to Queen's HarboUI Yacht &
        Co\mtry Club Declaration of Covenants, Conditions, Restrictiul1~ and Easen'lcnts recorded
        in Officio'! Records Voh,m", fi!ln, page 2115; Second AJ;Ilendment to Queen's Harbour Yacht
        & Country Club Declaration of Covenants, Conditions, Restrictions and Easements
        recorded in Official Records Volume 7320, page 11154; Third Aru..mlment and Supple=cnt to
        Queen's Harbour Yacht 8.. C1nl1ntry Club Declaration of Covenants, Conditions, Restrictions
        alId Easements recorded in Official Records Book 7724, page 2292; Third Amendment to
        Queen's Harbour Yacht & (Jm.mtry Club Declaration of Covenant>;, Conditions, Hcstrictiona
        and Eaeements recorded in Offidnl Records Volume 7862, page 1337; the l"ourth
        Amendment to Queen's Harbour Yacht and Country Club Declarations of Covenants,
        Conditions, Restrictions and Easements recorded in Offici"l Records Dook 7010, page 570;
        the Pifth Atnondment to Que€'n'" Hm'hoUI' Yacht & Country Club Declaration of Covenants,
        Oonditions, Restrictions and Easements recorded in Official RecordS Book 8569, page 2302,
        and the Sixth Amendment to Queen's Harbour Yacht & Cou11try Club De:claI'lltion of
                                                                                     ,
        Covonnnts, Conditions, Restriet.i.nn" and Easements recorded in Official Records Book 8956,
_I      page 1453, as it has beE'-u supplemented from time to time, all in the public records of Duval
        County, Florida, collectively referred to herein as "Declamtlo11",                 .

               B,     Pursuant to the prOVisions of Section 16.. 4(b), the Declarant, for so long as it
        retains its ClassB Membership, has the Light., wIthout the consent or joinder of any Owner'
        OT Mortgagee to amend the Declm'ation provided that such amendments confoIID to the

        general standards ofthe covenants contained in the Declaration,

             C.     At the time of recording this Amendment, Declarant retains its Class 13
        Membership and desires to amend the Declaration for tho purposes set forth herein,



                  Received Time Oct 15                       10:10AM
OCT-15-03 WED 10:21 AM                                     FAX NO.                               p, 03

                                                          Doo~   11114       Page ee02




           NOW, THEREFO,RE~ in consideration of' the premises) l)eclaTant declaIl.11S us
   folloW's:

                  L      Section 4.8 ofthe Declaration is hereby amended to add the fullowing:

                  "In order to compensate the Association for the cost of collection of late
           Assessments, the Board of Directo'rs may, from time to time, establish a lale
           fee in connection with the late paYUlellt of any Assessments, which amount
           may be amended from timA to time."

                 2"      Hcction 6.. 1 is hereby amended in it::; enLirety to read as follows:

                        "SllQ.ject to the provisions of Section 6,,16 and 6..17, all Dwelling
                 Units and any improvements on Lots shall be used for residential
                 living lmits with related appur'ten1inces and for no other purposo, and
                 no businoss 0:1; commerc1Rl huilding or' iUlprovement may be erected on
                 any lot or in any portion of the Property. No use of a Lot or Dwelling
                 Unit shall be permitted which would require the issuance of' ail
                 occupational license unless the Association shall first determine thRt
                 snr>h business use will be conducted wholly from within tho Dwelling
                 Unit, would not subject such Lot or Dwelling Unit to any pedestrian or
                 vehicular traffic, other than as typically generated by H:lsidcntial usc,
                 and will not require any exterior signage.. An.y lp'3!';e of a Dwelling Unit
                 must be of the entire Dwelling Unit and must be for at least six (6)
                 months.. 'l'he leasing of a Dwelling Unit shall not relieve the Owner
                 nor the tenant of the necessity of cOlnpliance with the DeclD-ration,
                 Articles and Bylaws.. "

                3.      Subsections (a) - (g) of Section 620 are hereby deleted in their
   entirety and tho followin/;; provisions are hereby substituted therefor:

                        (a)   The Association may levy reasonable fines in amounts
                 and according to procedures adopted by the Board of Directors from
                 time to time that are consistent with the requirement!? of Chapter 617,
                 Florida Statutes.                                      '      .

                        (b)   Th", requirements of this subsection do not ll.pply to f,hn
                 impoRition of fines upon any Owner or Owner's Permittees because of
                 failure to pay assessments or other charges.

                        (c)   Theso fines shall not be eon RITnp.d to be exclusive, and
                 shall exist in addition to all other rights and remedies to which tho
                 Association may bo otherwise legally entitled; provided, however, any
                 penalty paid by Lh", offending Owner shall be deducted from or offset:

                                                      2
        RAr.AivAO TimA Or.! I~   IO:10AM
OCT-15-03 WED 10:22 AM                                          FAX NO.                                                           P. 04


                                                                Book 11114                          Page 2203

                       against any damages which the Association may othorwise be entitled
                       to recover by law from such Owner,,"

                       4.,    Except as modified herein, all tenus and conditions of the
                 Declaration r'emain in full force and effect.

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

   Witnesses:                                             QUEEN'S              HARBOUR YACHT
                                                                                     &



   ~
                                                         COUNTRY CLUB, LTD., a Florida
                                                         limited partnership,
                                                         by its General Partner:
   P rintNam:ec                   ~nntU /:14(/7          QUEEN'S HARBOUK YACHT &
                                                         COUNTRY CLUB, INC", n Floridn
                                                         corporation

                                                          By:
                                                                  J,
                                                                       9~~Jr..
                                                                       Thomas Dodson,
   President

                                                                                        [r,OHPORAT"R SEAT.]

   STATE OF FLORIDA
   COUNTY OF nUVAL

         The foregoing instrument was acknowledged before me this Lf!1- day of
   ~-> 2003, by J. Thomas Dodson, Jr", President of Queen's Harbour Yacht &
   ~ou.ntfr Club, Inc., a Florida corporation, General Partner of Queen's Harbour
   Yacht & COImtty Club, Ltd., a Florida limited partnership, on behalf of the
   partnership.     He/she is personally know ...to..·-me or has produced
   _~                  ...:. _.
                          ..            ._~'l irlAntifir.~tion,


                                  ,                           \~~--_..                                                            ,


                                                          Notary Py.blic, State of Florida                                 !_
                                                          Name: .£..tnatr rAy) i1 aT" t::h1. f
                                                          Commission Num.ber;
                                                          My commission expires:
   JI'.XHselO1
   43J!!2.1




                                                                       W
                                                                       <:.$1~               UNl>ACONNOA KANe
                                                                       ~          ';~ MY COMMISSION ICCa99314
                                                                       '. . ' "           EXPIRES: .J.nllary S. 2004
   JAXl #692592 vl                                                         iff.: .'   BGrrded Thru Notary.Pu?!iC UndtrwnIIilITi




                                                          3
                 Received Time Oct 15   IO:IOAM
                                                                     800k      11883            Page 19'39


                                                                     Doc~ 2(,J(,J4200849
                                                                     BQok: 1188&
                                                                     ~'aRe.. j':I':I9 .- 21!1(,J 1
 Prepared by and Return to                                           f Hell & ReC01'dell
 Melissa S Turra, Esq.                                                  &b/21/20~4   1~:24:0b   A"
 Holland & Knight LLP                                                JIM fULLER
 50 North Laura Street, Suite 3900
 Jacksonville Florida 32202
                                                                     CLERK CIRCUIT C!JURT
                                                                     DUVAL COUlIfY
                                                                      RECORDING        $        13.88
                                                                       fRUSr fUND      $         2.80
                                                                       REC ADDITIONAL $         12.88


                                             EIGHTH AMENDMENT TO
                                     QUEEN'S HARBOUR YACHT & COUNTRY CLUB
                                       DECLARATION OF COVENANTS, CONDITIONS,
                                         RESTRICTIONS AND EASEMENTS


     THIS AMENDMENT is made effective this 10 th day of October, 2003, by QUEEN'S
 HARBOUR YACHT & COUNTRY CLUB, LTD., a Florida limited partnership ("Declarant")'.


                                                  RECITALS:


         A.      Declarant subjected certain land owned by it to the Queen's Harbour Yacht &
 Country Club Declaration of Covenants, Conditions, Restrictions and Easements recorded in Official
 Records Volume 6811, page 650; First Amendment to Queen's Harbour' Yacht & Country Club
 Declaration of Covenants, Conditions, Restrictions and Easements recorded in Official Records
 Volume 6973, page 2115; Second Amendment to Queen's Harbour' Yacht & Country Club Declaration
 of Covenants, Conditions, Restrictions and Easements r'ecorded in Official Records Volum.. 7320,
 page 1154; Third Amendment and Supplement to Queen's Harbour Yacht & Country Club
 Declar'ation of Covenants, Conditions, Restrictions and Easements recor ded in Official Records Book
 7724, page 2292; Third Amendment to Queen's Harbour' Yacht & Country Club Declaration of
 Covenants, Conditions, Restr'ictions and Easements recorded in Official Records Volume 7862, Rage
 1337; the Fourth Amendment to Queen's Harbour Yacht and Country Club Declarations of
 Covenants, Conditions, Restrictions and Easements recorded in Official Records Book 7910, Rage
 570; the Fifth Amendment to Queen's Harbour Yacht & Country Club Declaration of Covenants,
 Conditions, Restrictions and Easements recorded in Official Records Book 8569, page 2302, and the
 Sixth Amendment to Queen's Harbour Yacht & Country Club Declar'ation of Covenants, Conditions,
 Restrictions and Easements recorded in Official Records Book 8956, page 1453, and the Seventh
 Amendment to Queen's Harbour Yacht & Country Club Declaration of Covenants, Conditions,
 Restrictions and Easements recorded in Official Records Book 11114, page 2201, as it has been
 supplementsd from time to time, all in the public records of Duval County, Florida, collectively
 referred to herein as "Declaration"

         B.    Pursuant to the pI'Ovisions of Section 164(b), the Declar'ant, for s9 long as it retains
 its Class B Membership, has the right, without the consent or joinder of any Owner or Mortgagee to
 amend the Declaration provided that such amendments conform to the general standards of the
 covenants contained in the Declaration

        C        As of October 10 th , 2003, Declarant retains its Class B Membership and desires to
 amend the Declaration for the purposes set forth herein prior to turning ovm control of the
 Association to the Class A Members (as defmed in the Declar·ation).

            NOW, THEREFORE, in consideration of the premises, Declarant declares as follows:




              ~
I--------------
-------------------....                                               Book 11883            Page i"!000




         1       Section 41 of the Declaration is hereby amended to add the following:

                 "(d)   Transfer Assessments In order to compensate the Association for the
         continuing costs of opex'ations and capital improvement projects and to increase the leseIVe
         funds of the Association, the Board of Directors may, from time to time, establish the
         following assessments to be paid in connection with the transfer of property subject to the
         Declamtion:

                        (i)     Operating Contribution: an amount to be set from time to time by
         the Board of Directors due from a buyer upon closing of any lot or home which is subject to
         the Declaration to be paid to the Association to offset operating expenses. The amount of the
         Operating Contribution as of the date of this Amendment is equal to one quarter's
         assessment;

                         (ii)    Capital Contribution: an amount to be set from time to time by the
         Board of Directors due from a buyer upon closing of any lot or home which is subject to the
         Declaration to be paid to the Association to offset the costs of any continuing or future capital
         improvement projects; and

                        (iii)  Special Assessment Reserve Contribution: an amount to be set from
         time to time by the Board of Directors due from a buyer upon closing of any lot Or home
         which is subject to the Declaration to be paid to the Association to increase the resene
         accounts maintained by the Association"

        2       The first sentence of the last paragraph of Section 41 of the Declaration is hereby
  amended and restated as follows:

                 "The Annual, Special, District and Transfer Assessments (sometimes jointly reg,rred
         to herein as "Assessments") together with interest, costs, and reasonable attorney's fees, are
         a charge on the Lot or Dwelling Unit and shall be a continuing lien upon the Lot or Dwelling
         Unit against which each such Assessment is made"

         3        Section 4 5 of the Declaration is hereby amended to add the following as the last
  sentence of the first paragraph:

                 "Tr ansfer' Assessments shall not be required to be applied uniformly and shall be set
         by the Board of Directors of the Association"

          4        Except as modified herein, all terms and conditions of the Declaration remain in fUll
  force and effect



                  THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK,




                                                          2
                                                                a.>OK     1188&        Paqe ela01




        IN WITNESS WHEREOF, the undersigned Declar'ant hereby sets its hand and seal as of the
date first above written

(;Jcesses:                                   QUEEN'S HARBOUR YACHT & COUNTRY CLUB,
 ··~Kt~                                      LTD, a Florida limited partnership

Print Name: .:SI9I>/D~J?   t.   }ZI"'we I{   By:   QUEEN'S HARBOUR YACHT & COUNTRY
                                                    CLUB, INC, a Florida corporation


                                                    ~y~E:!s~~~
                                                                             [CORPORATE SEAL]

STATE OF FLORIDA
COUNTY OF DUVAL

       The foregoing instrument was acknowledged before me this   ..,:L~day of    • w n If!-, 2001$,'1
by J Thomas Dodson, Jr, President of Queen's Harbour' Yacht & Country Club, Inc, a Florida
corpor'ation, General Partner of Queen's Harbour Yacht & Country Club, Ltd, a Florida limited
partnership, on behalf of the partner'Ship    He is personally known to me or has pr'Oduced
_ _ _1.p/.!LLd ____
               L                a'S identification'                     -,


                                                   0,'               "'B:::: ,"1.~
                                                    ~::;.~~~:~_State    of Florid: )         (4


                                                    Commission Number':
                                                    My commission expires:




                                                     3

				
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