CERTIFICATE OF AMENDMENT AND RESTATEMENT OF DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS, AND EASEMENTS FOR MEADOWCREST COMMUNITY

        WHEREAS, on or about the 25th day of July, 1984, a Declaration of Covenants, Conditions, Restrictions and Easements for Meadowcrest Community (hereinafter called the "Declaration"), was recorded at Official Record Book 649, Page 857, and re-recorded at Official Record Book 678, Page 1502, as amended and restated at Official Record Book 1375, Page 1277 Public Records of Citrus County, Florida; and

        WHEREAS, the Declaration applied to and governs all real property described therein; and

        WHEREAS, pursuant to Article V, Section E, of the Declaration, the same may be amended by an instrument approved by not less than two-thirds (2/3rds) vote of the Member Associations of the Meadowcrest Community Association, Inc. (Hereinafter called MCA); and

        WHEREAS, at a duly constituted meeting of the Member Associations of MCA not less than two-thirds (2/3) of the Member Associations voted to approve this Certificate of Amendment and Restatement of Declaration of Covenants, Conditions, Restrictions and Easements for Meadowcrest Community; and

        WHEREAS, MCA owns, manages, maintains and operates certain facilities within the property as described in Schedule 1, which benefit the property owners and occupants of the property, including certain private roads, drainage areas and lakes, parks, recreational facilities, landscaped areas, irrigation facilities, signs, buildings, berms and related real and personal property.

        NOW, THEREFORE, having obtained the approval of two-thirds (2/3) of the Member Associations of MCA, MCA declares that the Property shall be held and conveyed subject to the following covenants, conditions, restrictions and easements which shall run with the property and be binding on all parties having any right, title or interest in the Property or any portion thereof, together with their heirs, successors, personal representatives and assigns.

I. DEFINITIONS
The definitions set forth below apply whenever the following terms appear in this declaration:

A. Common Property means all real property (including the improvements thereon) and personal property owned by MCA for the common use and enjoyment of the Owners. The Common Property owned by MCA, consisting of roadways, drainage areas and lakes, parks, recreation facilities and landscaped areas, is shown on Schedule 2.

B. Declaration shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in Official Records Book 647, Page 1961, and re-recorded in Official Records Book 649, Page 857, and re-recorded in Official Records Book 678, Page 1502, and as amended and restated at Official Record Book 1375, Page 1277 Public Records of Citrus County, Florida, and any amendments thereto including this amendment.

C. Dwelling Unit shall mean and refer to a Lot held in fee simple interest ownership for use as a single-family residence, which will be an attached or detached building.
D. Gross Area means all property located within Member Association boundaries on map and further described in Schedule 3. The total Gross Area of lands within the Property is presently calculated as and divided as follows:         

Residential Associations:                                                                              Gross               % of

                                                                                                                     Area               Gross

1.      Arbor Court Property Owners Association, Inc.                                        28.54              9.81%

2.      Fairmont Village Property Owners Association, Inc.                                28.29              9.73%

3.      Fox Hollow Village Property Owners Association, Inc.                            33.60             11.55%

4.      Hillcrest Village Property Owners Association, Inc.                                 71.48             24.58%

5.      Pinehurst Village Property Owners Association, Inc.                               24.55               8.44%

Subtotal:                        186.46              64.12%

Non-Residential Associations:

6.      Meadowcrest Advantage Property Owners Association, Inc.                   17.30               5.95%

7.      Meadowcrest Commercial Property Owners Association, Inc.                 23.40               8.05%

8.      Meadowcrest Office Park Property Owners Association, Inc.                   21.85               7.51%

9.      Technology Square of Meadowcrest Property Owners Association, Inc. 41.78              14.37%

Subtotal:                        104.33              35.88%

TOTAL GROSS:              290.79            100.00%

E. Limited Common Property means all real property (including the improvements thereon) and personal property owned by MCA for the common use and enjoyment of the Owners in the residential Member Associations of the Property, i.e., single family and villas, specifically the villages of Arbor Court, Fairmont, Fox Hollow, Hillcrest and Pinehurst to the exclusion of the other Owners. The Limited Common Property owned by MCA, consisting of the clubhouse, upper two tennis courts, two swimming pools and associated facilities, two guard houses, MacVicar Blvd. and berm areas, MacVicar Park, landscape areas and a landscape buffer easement , is shown on Schedules 2, 3 and 4 and MacVicar Park is listed in Book 1287, Page 158 with description attached.

F. Lot means any residential or non-residential subdivision lot now or hereafter existing within the Property. A subdivision is defined as a platted development with specific lot ownership.

G. MacVicar Park shall refer to the Limited Common Park located between Hillcrest Village and the Advantage Site and to be used only by the residents and guests of the five (5) residential Member Associations of Arbor Court, Fairmont, Fox Hollow, Hillcrest and Pinehurst.

H. MCA means Meadowcrest Community Association, Inc., a Florida corporation not for profit, and its successors and assigns.

I. Meadowcrest Park shall refer to the Common Park generally bounded by Meadowcrest Boulevard and Meeting Tree Road and abutting the village of Fairmont as well as the Limited Common recreational area. Its use is available to non-residential and residential Member Associations alike.

J. Member Association/Member means all Property Owners Associations both residential and non-residential now or hereafter existing and having powers and duties with respect to their respective residential or non-residential areas of the property.

K. Multiple Residential/Institutional Dwelling Unit shall refer to lot or acreage for a building composed of three or more dwelling units with common access, service systems, and use of land.

L. Non-Residential Unit shall refer to a lot or condominium used for business purpose, i.e. office buildings, stores, banks, restaurants, service outlets.

M. Owner means the recorded owner, whether one or more persons or legal entities, of fee simple title to any portion of the Property, whether used for residential, non-residential or other purpose. The term Owner includes purchasers under contract for deed, but excludes those having an ownership interest merely as security for the performance of an obligation.

N. Parcel means any portion of the property that is not a Lot, a Unit, part of the Common Property as defined in this Declaration, or part of the common elements of any condominium now or hereafter declared on any portion of the Property. The term Parcel excludes any land within the Property owned by any government unit or agency.

O. Properties or Property shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions as amended.

P. Unit means an attached or detached residential or non-residential condominium now or hereafter declared within the Property.

II. RIGHTS OF OWNERS AND MEMBER ASSOCIATIONS

A. An Owner is not a Member of MCA.

B. Owners' Easements of Enjoyment. Every Owner shall have a right and easement for access to, ingress and egress across and upon, and enjoyment of the Common Property which shall be appurtenant to and shall pass with the title to every Lot, Unit, and Parcel, subject to the following provisions:

1. The right of the MCA to charge reasonable admission and other fees for, and to promulgate reasonable rules and regulations concerning, the use, maintenance, operation, improvement and management of the Common and Limited Common Property;

2. The right of MCA to suspend the use rights of a Member Association or an Owner and the voting rights of any Member Association for any period during which any assessment against its Parcel, or against Units or Lots subject to its management and responsibility remains unpaid (and for a period not to exceed 90 days for any infraction of its published rules and regulations);

3. The right of MCA to dedicate or transfer all or any part of the Common and Limited Common Property or to grant easements or licenses over, across and upon the Common and Limited Common Property, to any public agency, authority, utility or other party, public or private, for such purposes and subject to such conditions as may be agreed to by MCA.

C. Delegation of Use. Any Owner may delegate, subject to the rules and regulations adopted by the MCA Board, his right of enjoyment to the Common and Limited Common Property to members of his family, to his tenants, employees, guests, invitees, or to contract purchasers who occupy or who reside on or in a Lot, Unit, or Parcel.

III. MEMBERSHIP AND VOTING RIGHTS

        A. Membership in MCA shall consist of the Member Associations, as defined in Article I D herein and Article I J, herein, and their successors and assigns.

        B. The voting rights of Member Associations shall be allocated in proportion to the Gross Area. Each Member Association shall have a vote equal to the percent of Total Gross Area within its ownership, management or responsibility. However, for the residential Member Associations, the following formula shall be used: The total residential Gross Area, which is 64.12 % of the total Gross Area of MCA, divided by the total number of platted lots (665), creates a factor of .0964 for each Dwelling Unit. Each residential Member Association will have votes equal to that factor multiplied by the number of platted lots within its jurisdiction. (For example, Hillcrest Village with 167 platted lots would have a vote equal to .0964 times 167 for a total of 16.10 votes). Provided, however, that the voting rights for the Limited Common Property shall be limited to residential Member Associations and allocated on the same basis as that for assessments as set forth in Article IV C 2. herein. See Schedule 6 for number of votes for each Member Association. In the event more than 1 lot is combined into a single property, all assessments shall be paid on a per lot basis based upon the number of original lots prior to any plat vacation or combination of lots. Any such lots combined prior to recording of this Declaration shall be vested.

IV. COVENANT FOR ASSESSMENTS
        A. Creation of the Lien and Personal Obligation of Assessments. MCA hereby covenants, and each Owner of any Lot, Unit or Parcel, by acceptance of a deed therefore, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the MCA via direct payments to the Member Association in the Meadowcrest subdivision in which Owner is a Member, which Association shall then remit payment to MCA the following: (1) annual assessments or charges; and (2) special assessments for capital improvements, such assessments to be established and collected as hereinafter provided. Each owner's allocable share of the annual and special assessments together with interest, costs and reasonable attorney's fees, shall be a charge on the Owner's land and shall be a continuing lien upon the Owner's property. Each such assessment, together with interest, costs and reasonable attorney's fees, shall also be the personal obligation of the person who was the Owner of such property at the time when the assessment fell due. In the event that any Owner fails to provide payment of any assessment, the Member Association, in which the Owner is a Member, shall certify to MCA a list of any non-paying Owners and assist MCA in collecting any past dues assessments.

B. Purpose of Assessments. The assessments levied by MCA shall be used exclusively to promote the recreation, health, safety, and welfare of the Owners and to pay for the improvement, management, operation, insurance, maintenance and repair of the Common Property, Limited Common Property and all costs related thereto, including operation of MCA.

C. Allocation of Assessments.

1. Assessments shall be allocated among the Member Associations of MCA in proportion to the Gross Area either owned by or subject to the control or responsibility of the respective Member Associations, in the same manner as voting rights. Notwithstanding anything herein to the contrary, in the case of the five (5) residential Member Associations of MCA, the total of such five (5) residential Member Associations combined Gross Area proportion represents the five (5) residential Member Associations combined proportion of the common budget. Accordingly, such amount shall be divided equally among the total number of Dwelling Units as described within Section C 2 of this article and as contained within the five (5) residential Member Associations. In this fashion, each owner of a Dwelling Unit shall pay an equal or like amount to their residential Member Association as and for the contribution necessary to MCA. The share of an Owner of property subject to a non-residential Member Association is calculated in accordance with the formula set forth above. The share of an Owner who is not a member of a non-residential Member Association such as, the Unit owners in any condominium or property owners' association within the Property, is to be determined in accordance with the provisions of the applicable declaration of restrictions or declaration of condominium. If those documents now or at any time hereafter fail to do so, MCA shall have the authority to allocate assessments among the Owners represented by a Member Association on any reasonable basis, which need not be proportionate to the Gross Area owned by an Owner.

2. The formula for allocating assessments in Article IV C 1, above, shall be used for all assessments except those relating to MacVicar Boulevard, and the Limited Common Property as described on Schedule 2, 3, 4, and 5. Assessments for Limited Common Property shall be allocated by the MCA Board among the Member Associations representing, and Owners of, the residential portions of the Property. The amount of the allocation shall be based on the total number of Dwelling Units and Units (as those terms are defined herein) located in the various residential areas of the Property at a uniform rate for each Dwelling Unit or Unit.

D. Special Assessments for Capital Improvements. In addition to the annual assessments authorized above, MCA may levy, in any assessment year, a special assessment applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the Common or Limited Common Property, including fixtures and personal property related thereto or of a natural catastrophic event. Special assessments shall be allocated among Member Associations and Owners in accordance with Section C of this Article.

E. Date of Commencement of Annual Assessments: Due Dates. The annual assessments provided for herein shall be based on a calendar year. The MCA Board shall fix the amount of the annual assessment at least sixty (60) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Member Association subject thereto and to all Owners of property located within the Meadowcrest Subdivision based upon a list of Owners provided by each Member Association provided to MCA not later than 60 days prior to any Annual Meeting. The due dates shall be established by the MCA Board.

F. Effect of Nonpayment of Assessments; Remedies of MCA. Any assessment not paid within thirty (30) days after the due date shall bear interest from the due date at the rate of 9%. MCA may bring an action at law against any Member Association and Owner personally obligated to pay the assessment, or foreclose the lien against any Member Association and Owner's property. No Member Association or Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common or Limited Common Area or abandonment of his Lot, Unit or Parcel. In addition, to the foregoing reminder, MCA may suspend the voting rights of any Member Association in the event that any assessment remains unpaid for more than 90 days from the date when due.

G. Subordination of the Lien to Mortgages. The lien of the assessments provided for herein shall be subordinate to the lien of any first mortgage. Sale or transfer of any Lot, Unit or Parcel shall not affect the assessment lien. No sale or transfer shall relieve such Lot, Unit or Parcel from liability for any assessments thereafter becoming due or from the lien hereof.

V. GENERAL PROVISIONS

A. Natural Disaster Reserve "NDR"

1. MCA may establish, fund and maintain a Natural Disaster Reserve providing protection for the common properties of MCA and the Member Associations for any losses to real property solely due to a natural disaster such as sinkholes, earthquakes, and hurricanes. Provided that the losses are not otherwise covered by other insurance, and the Member Associations have instituted appropriate protection measures, and are not otherwise negligent.

2. Funding for the NDR shall be prorated among all Member Associations.

3. The MCA Board will develop a procedure for the determination of losses and appropriate payments. MCA will reimburse the Member Association for the amount of the determined loss; however, provided that in no event shall reimbursement exceed the amount of funds in the NDR at the time of the disaster.

B. Enforcement. MCA, or any Member Association, shall have the right to enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens and charges now or hereafter imposed by the provisions of this Declaration. Failure by MCA or by any Member Association to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter. Enforcement shall be by action against any person or persons violating or attempting to violate any covenants or restrictions, either to restrain violation or to recover damages. The party prevailing in any action shall be entitled to recover, in addition to court costs allowed by law, such sum as is necessary to compensate for the service of said party's attorney prior to trial, at trial and on appeal. The foregoing shall apply to all actions initiated to enforce any provision of this Declaration including any and all appeals.

C. Severability. Invalidation of any one of these covenants, conditions, restrictions or easements by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect.

D. Duration. The covenants and restrictions of this Declaration shall run with and bind the land, for a term of twenty (20) years from the date this Declaration is amended and recorded, after which time they shall be automatically extended for successive periods of ten (10) years unless terminated by affirmative vote of Member Associations representing not less than two-thirds (2/3) vote of the total voting rights.

E. Amendment. This Declaration may be amended by an instrument approved by not less than two-thirds (2/3) vote of the Member Associations. MCA shall record its certificate reflecting any amendment in the public records of Citrus County, Florida.

VI. EFFECTIVE DATE

The effective date of the CERTIFICATE OF AMENDMENT AND RESTATEMENT DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS FOR MEADOWCREST COMMUNITY, described herein, shall be November 1, 2005.

IN WITNESS WHEREOF, said Association has signed, sealed and delivered in the presence of the following witnesses:

Meadowcrest Community Association, Inc.,
A Florida Not-For-Profit Corporation

BY:
KERRY L. SMITH, President

Witnesses:

Witness Signature

Printed Name

Witnesses:

Witness Signature

Printed Name

Meadowcrest Community Association, Inc.,
A Florida Not-For-Profit Corporation.

ATTEST:
                                                                        
CAROL PARSONS, Secretary
(Affix Corporate Seal)

STATE OF FLORIDA
COUNTY OF CITRUS

                I HEREBY CERTIFY that on this day, before me, an officer duly authorized to administer oaths and take acknowledgments, personally appeared KERRY L. SMITH, President of Meadowcrest Community Association, Inc., a Florida Not-For-Profit Corporation, known to me to be the person described in and who executed the foregoing instrument, who acknowledged before me that he executed the same, that I relied upon the following form of identification of the above-named person:_________________________________________ and that an oath was not taken.

        WITNESS my hand and official seal in the County and State last aforesaid this 1st day of November, A.D. 2005.

(Affix Notary Stamp/Seal)
                                                Signature of Notary Public:
                                                Printed Name:
                                                My Commission #:
                                                My Commission Expires:

Schedule 5

Supplemental Information

1. Advantage Site. A detailed agreement pertinent to the Advantage Site development is contained in the Settlement Agreement case number 2004-CA-2520 as executed by MCA and Gulf to Lakes Associates, Ltd, et al.

2. All property adjacent to public roads adjacent to Limited Property Owners' Associations will be owned and maintained by MCA as Limited Common Property at the expense of MCA and all costs related thereto shall be shared by all Limited Common (Residential) Property Owners' Associations. All property adjacent to public roads adjacent to Non-Limited Property Owners' Associations will be maintained by the applicable, adjacent, non-Limited Property Owners' Associations. The berm area along County Road 486 will be classified as Limited-Common expense and will be maintained accordingly.

Schedule 6