DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND

Homeowners’ Association, Inc. in accordance with this Declaration.

3. ASSOCIATION or HOMEOWNERS’ ASSOCIATION shall mean the Bayside Subdivision Homeowners’ Association, Inc., a Florida corporation not-for-profit, its successors or assigns. The Association is NOT a condominium association.

4. ASSOCIATION DOCUMENTS shall mean, collectively, this Declaration of Covenants, Conditions, Easements and Restrictions of Bayside Subdivision, the Articles of Incorporation (attached hereto as Exhibit “B”), the Bylaws (attached hereto as Exhibit “C”), and rules and regulations of the Bayside Subdivision Homeowners’ Association, Inc., as they may be adopted and amended from time to time.

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5. BOARD or BOARD OF DIRECTORS shall mean the Board of Directors of the Bayside Subdivision Homeowners’ Association, Inc.

6. COMMON AREAS shall mean the land use classification assigned to that portion of the lands and improvements of Bayside Subdivision owned by, or the use of which has been granted to, the Bayside Subdivision Homeowners’ Association, Inc. as set forth in this Declaration and as recorded in Plat Book ______, Pages _____ through _____, inclusive, of the Public Records of Manatee County, Florida. The Common Areas shall include the surface water management system and any future improvements, including, but, not limited to, recreational facilities.

7. COUNTY shall mean Manatee County, a political subdivision of the State of Florida

8. DECLARATION shall mean this document as amended from time to time.

9. DEVELOPER shall mean TMSQUARED, INC., a Florida corporation, its successors or assigns of any or all of its rights under this Declaration.

10. DWELLING UNIT OR DWELLING shall mean any detached residential Dwelling Unit intended as an abode for one (1) family, constructed on a Lot and given a Certificate of Occupancy by the applicable governmental entity.

11. LOT or LOTS mean certain residential Lots designated on the plat of Bayside Subdivision, as per plat thereof recorded in Plat Book ____, Page___ of the Public Records of Manatee County, Florida ("Plat").

12. LOT OWNER, LOT OWNERS, OWNER or OWNERS mean the record fee simple title holder of a Lot or Lots in the Subdivision, whether one or more persons or entities, including contract sellers but excluding those holding title merely as security for the performance of an obligation.

13. STRUCTURE(S) shall be deemed to include a Dwelling Unit, porch, veranda, garage, pool cage, lanai, screen enclosure, fence, wall, deck or other improvements deemed to be a structure by the Manatee County Land Development Code.

14. SUBDIVISION or Bayside Subdivision shall mean and refer to the real property described in Exhibit "A" attached hereto, together with such additional lands as are hereafter added by Developer in its sole discretion.

ARTICLE III

Restrictive Covenants

In order to establish and maintain an exclusive, residential subdivision of the highest quality for the maximum benefit and enjoyment of its residents, the following covenants, conditions, easements and restrictions shall constitute covenants running with the land and shall be binding upon and inure to the benefit of all owners of all Lots lying and being in Bayside Subdivision as recorded in the Public Records of Manatee County, Florida.

1. Residential Lots. The Lots and Units shall be used for single family residential purposes only. No structure shall be erected or permitted to remain on any Lot within the Development other than a Dwelling Unit or as otherwise permitted herein. No buildings or other improvements at any time situate on any Lot shall be used for any business, commercial, amusement, hospital, sanitarium, school, clubhouse, religious, charitable, philanthropic or manufacturing purposes, or as a professional office, and no billboards or advertising signs of any kind shall be erected or displayed thereon, except such signs as are permitted elsewhere in this Declaration. This shall not prohibit the occupant from maintaining a “home office,” so long as there is no increase in traffic associated with the office. No building or other improvements situate on any Lot shall be rented or leased separately from the rental or lease of the entire Lot and no part of any such building shall be used for the purpose of renting rooms therein or as a boarding house, hotel, motel, tourist or motor court or any other type of transient accommodation. A Dwelling may be rented, as a whole, on an annual basis.

2. Vehicular Parking. No vehicle shall be parked on any part of the Subdivision, except on paved streets and paved driveways. No vehicles may park on paved streets overnight. No commercial vehicles, except those present on business, shall be parked in the Subdivision. No trailers, motorized recreational vehicles, boats, campers, trucks, mobile homes or motorcycles may be parked in the Subdivision unless parked inside garages or in an appropriately fenced or landscaped area which screens the personal property from view by contiguous Lot Owners and from the street.

3. Signs. No sign of any kind shall be displayed to the public view on any Lot in the Subdivision, unless said sign has prior written Architectural Control Committee approval or complies with the provisions contained herein:

(a) One (1) temporary sign not exceeding six (6) square feet or 2'-0" x 3'-0" in size, utilized in connection with the sale of a Lot may be displayed on such Lot. The color, format, nature, time period, content and location of such sign shall be subject to the approval of the Architectural Control Committee.

(b) During the course of construction on a Lot, a general contractor licensed in the State of Florida and financial or mortgage institutions may display to the public view, his or her professional company sign, but only on a Lot upon which he or she is currently constructing or financing a building, provided the one sign not exceed six (6) square feet or 2'-0" x 3'-0" in size. Such sign shall be promptly removed upon the issuance of a Certificate of Occupancy. No other contractor or subcontractor signage shall be permitted to be displayed in the Subdivision.

(c) Two (2) pole flags advertising an open house may be erected at the driveway entry during the period of time that the residence is open to the public. No other types of flags, banners or streamers shall be placed around the Lot, house or any other location within the Subdivision.

(d) All signs must be professionally lettered. Signs not in conformance with this covenant, may be removed by Developer or Homeowners' Association.

Developer TMSQUARED, INC. is excluded from complying with the provisions of this Section 3 and may place signs throughout the Subdivision in any manner deemed proper by Developer.

4. Animals. No livestock, wild or exotic animals, game birds, game owl, poultry or other animals not ordinarily recognized as domesticated household pets, shall be kept, permitted, raised or maintained on any Lot, except as permitted in this Section. Household pets of the normal and usual variety commonly understood and accepted as domestic house pets may be kept on a single Lot for the pleasure and use of the occupants, but not for any commercial or breeding use or purpose, except that if any of such permitted animals shall, in the sole and exclusive opinion of Developer or Association, become dangerous or an unreasonable annoyance or nuisance in the neighborhood or nearby property or destructive of wildlife, they may not thereafter be kept in or on the Lot or Unit. Animals permitted by this Section shall not be permitted to roam free and if the animal leaves the confines of the Lot upon which it is kept, it must be on a leash not to exceed six (6) feet or otherwise controlled by the Lot Owner at all times. Each Lot Owner shall be responsible for picking up his or her animal's droppings in the streets, alleys, parkways or other Common Area or on any other Lot Owner's Lot in the Subdivision, properly disposing of same in garbage containers.

5. Nuisances. No illegal, noxious or offensive activity shall be permitted or carried on in any part of the Subdivision, nor shall anything be permitted or done thereon which is or may become a nuisance or a source of embarrassment, discomfort or annoyance to the neighborhood or Subdivision. There shall be no clothing, linens, curtains, rugs, carpets, mops or laundry of any kind, or any other article hung on or to the exterior of any buildings, duplexes, walls, fences or other Structures. No trash, garbage, rubbish, debris, waste material, or other refuse shall be deposited or allowed to accumulate or remain on any part of the Subdivision, nor upon any land or lands contiguous thereto. No fires for the burning of trash, leaves, droppings or other debris or refuse shall be permitted on any part of the Land. No Lot or Common Area may be used in such a manner that will increase the cost of insurance upon the Subdivision above that required when the Lot or Common Area is used for the approved purposes, or that will cause such insurance to be canceled or threatened to be canceled, except with the prior written consent of the Association. No cars, trucks, motorcycles, vehicles, trailers, boats, off-road vehicles, all terrain vehicles (ATV's), shall be used, allowed, parked on the Common Area. Overnight parking, vehicle -storage and trailer storage on Common Areas shall be prohibited.

6. Resubdividing. The Lots shall not be resubdivided, replatted or divided without the prior written consent of Developer.

7. Fences, Walls and Hedges. There shall be no fences permitted on a Lot within the Subdivision unless they comply with the requirements below and are approved by the Architectural Control Committee. Notwithstanding anything herein to the contrary, all outdoor air conditioners shall be walled, fenced or concealed with landscaping in compliance with the requirements as set forth by the Architectural Control Committee.

(a) Lot Boundary. Fences or Walls. Fences or walls not in excess of six (6) feet in height may be installed, subject to the other provisions of this Section, along the perimeter of a Lot if they are of a material, color and size approved by the Architectural Control Committee. All fences must be installed inside the boundary lines of a Lot and not on the boundary line. Fences shall not be installed in any drainage areas in such a manner as would block the free flow of drainage or contribute to blocking debris which may contained in waters draining in those areas.

(b) Plans and Specifications. The size, material, color and location of all privacy fences or walls must be approved by the Architectural Control Committee. Landscape buffers may be required on the outside of any privacy fences and walls by the Architectural Control Committee.

(c) Fences. All fences must be installed with the posts on the inside and must have landscape buffers as may be required herein. All fencing, walls, and landscape buffers shall be maintained in a good condition by the Lot Owner, except Perimeter Walls maintained by the Association as set forth herein.

(d) Locations. No fence or wall may be constructed in the following areas:

(i) Between the street facing the front of the Dwelling (the Front Street) and a straight line connecting the front living area of the Dwelling to the Side Lot Lines (the Front Dwelling Line);

(ii) Between the street facing the side of the Dwelling (the Side Street) and a straight line connecting the side of the Dwelling to the Rear Lot Line (Side Dwelling Line); or

(iii) No fences may extend beyond the lot line into any Common Area.

(e) Intentionally Left Blank.

(f) Special Provisions. Developer, so long as same maintains any model home within the Development, shall have the right to fence the entire Lot or Lots being used as a model or models; provided that any portion of any fence or wall around any model home or homes which would not otherwise be permitted under this Section 7 shall be removed at such time as said home or homes are no longer used as a model or models. This Section 7 does not apply to completely enclosed, screened areas attached to the Dwelling. A decorative wall or fence that is forward of the front or side dwelling lines shall be permitted if approved by the Architectural Control Committee.

8. Mailboxes and Street Numbers. Each Lot Owner, at the time a Dwelling is constructed upon said Lot Owner's Lot, shall install a mailbox and street number meeting the specifications set forth by the Architectural Control Committee. The exact location and final plans and specifications for the mailbox and street number shall be subject to the prior review and approval of the Architectural Control Committee.

9. Lot Maintenance. Each Lot Owner shall, at his or her own expense, keep such Lot, including any easement areas located on such Lot, free of tall grass, undergrowth, dead trees, dangerous and/or dead tree limbs, weeds, trash and rubbish, and shall keep such Lot at all times in a neat and attractive condition. In the event a Lot Owner fails to comply with the preceding sentence of this Section 9, the Association shall have the right, but not the obligation, to go upon such Lot and to cut and remove tall grass, undergrowth and weeds, and to remove rubbish and any unsightly or undesirable things and objects therefrom, and to do any other things and perform and furnish any labor necessary or desirable in its judgment to maintain

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the property in a neat and attractive condition, all at the expense of the Lot Owner, which expense shall constitute a special assessment against the Lot.

10. Regulations. Reasonable rules and regulations concerning the appearance and use of the Land may be made and amended from time to time by the Developer or the Association as successor to the Developer in the manner provided by the Articles of Incorporation and Bylaws. Copies of the Association Documents and amendments thereto shall be furnished by the Association to all Lot Owners and residents of the Subdivision upon request.

11. Mining. No oil or natural gas drilling, refining, quarrying or mining operations of any kind shall be permitted upon any Lot and no derrick or other structure designed for use in boring for oil or natural gas shall be erected, maintained or permitted on any Lot; nor shall oil wells, tanks, tunnels, mineral excavations or shafts be permitted on any Lot.

12. Casualties. In the event a Dwelling Unit, or any part thereof, is damaged or destroyed by fire, casualty or otherwise, or in the event any improvements upon the Common Area are damaged or destroyed by casualty or otherwise, the Lot Owner thereof or the Association, as the case may be, shall promptly clear all debris resulting therefrom and commence either to rebuild or repair the damaged improvements in accordance with the terms and provisions of the Declaration In the case of the Common Area, the Association shall grass over and landscape the land previously underlying the improvements in a manner consistent with the surrounding area.

13. Reconstruction. Any repair, rebuilding or reconstruction on account of casualty or other damage to any Dwelling Unit or Common Area, or any part or parts thereof, shall be substantially in accordance with the plans and specifications for such property and areas as originally constructed or with new plans and specifications approved by the Architectural Control Committee.

14. Structures and Dwelling.

(a) All Structures or Dwellings shall be located and positioned on Lots as approved by the Architectural Control Committee. No Structure or Dwelling shall be erected altered placed or permitted to remain on any Lot other than one (1) detached, single family dwelling unless otherwise approved by the Architectural Control Committee. Setbacks for all dwellings and swimming pools shall conform to Manatee County Ordinances. A swimming pool may not be located in the front yard of any Lot, nor past the building on a side Lot line. No above-ground pools shall be allowed.

(b) Subject to the noted exceptions for the Developer in Section 20 no structure of a temporary character, trailer, basement, tent, shack, garage, barn, or other building shall be moved to, erected on, or used on any lot at any time for residence, workshop, office or storage room, either permanently or temporarily. No business, service repair, or maintenance for the general public shall be allowed on any Lot at any time. In order to prevent unsightly objects in and about each of the Dwellings to be erected in the Development, no gas tank, gas container, or gas cylinder shall be permitted to be placed on or about the outside of any of the Dwellings built in the Development or any ancillary building unless enclosed on all sides by a screening or fencing that is approved by the Architectural Control Committee. No storage sheds, trailer or similar structure shall be permitted on any front or side yard. Storage sheds may be permitted in the rear yard upon approval of the Architectural Control Committee.

15. Dwellings.

(a) All plans and materials for every proposed new home or other improvement to be constructed on any Lot will be reviewed by the Architectural Control Committee before construction can begin. All Lot Owners and Builders shall operate strictly in accordance with the Architectural Control Committee's requirements, which shall further set forth the standards and criteria for construction within the Subdivision and which shall further set forth the procedures for such review.

(b) All Dwelling Units and all improvements upon each Lot shall be maintained in conformance with the plans and specifications approved by the Architectural Control Committee. Any maintenance, i.e. painting, landscaping, etc., which alters the exterior of any Dwelling Unit or any improvement originally approved by the Architectural Control Committee shall not be permitted unless first approved by the Architectural Control Committee.

(c) Exclusive of open porches and garages, each Dwelling shall not be less than two thousand two hundred fifty (2,250) square feet of air conditioned living area. The finished floor elevations of all buildings shall be a minimum of eighteen inches (18”) above the crown of the adjacent roadway. The maximum height, as defined in the Manatee County Land Development Code, of Dwellings shall be thirty-five (35) feet.

(d) Dwelling exterior finish material, roofing material, and roofing style are subject to the approval of the Architectural Control Committee, which shall not be unreasonably withheld.

(e) All dwelling units shall have a central heating/ventilating air conditioning system approved by the Architectural Control Committee. No window or wall units shall be allowed.

(f) Each dwelling unit shall have at least a two (2) car garage with one or more doors to enclose the garage interior from view, as approved by the Architectural Control Committee. Alternatively, if the garage is not enclosed, three sides thereof must be enclosed with lattice and/ or architectural screening.

16. Satellite Dishes and Antennas. No Satellite Dish, television antenna, radio antenna or other type of antenna or receiving device shall be erected or installed on any Lot or upon the exterior of any dwelling, without approval of size and location by the Architectural Control Committee.

17. Amendments and Modifications by Developer. Notwithstanding any provisions of these restrictions to the contrary, Developer, its successors and designated assigns, reserves the right and authority for a period of five (5) years from the date of recording this Declaration to amend, modify or grant exceptions or variances from any of the restrictions set forth in this Article III without notice to, or approval by, any Lot Owners or Association.

18. Refuse Collection. All trash, garbage or other refuse shall be maintained in a location not visible from the front property line, and shall not be placed for pickup earlier than the evening preceding pickup, and any and all containers for such trash, garbage or other refuse shall be returned no later than the evening of pickup to their normal location. No weeds, rubbish, debris objects or materials of any kind shall be placed or permitted to accumulate upon any property within the Subdivision if it renders the Subdivision or any part thereof unsanitary, unsightly, offensive or detrimental to the Subdivision or any Lot. Notwithstanding anything contained herein to the contrary, it is understood that the Developer reserves the right to maintain normal construction debris on any Lot until the Certificate of Occupancy for any Dwelling located on such Lot is issued; provided, however, during construction of Dwelling Units, Lots shall be cleaned and cleared of debris not less than three (3) times during such period.

19. Ordinances. Lot Owners, their licensees, guests, invitees and tenants shall at all times abide by all county or other governmental ordinances including, but not limited to, ordinances with regard to pets and leashes, parking ordinances, Southwest Florida Water Management regulations and ordinances regarding conduct.

20. Proviso. Until Developer has completed all of the contemplated improvements and closed the sales of all of the Lots, none of the Lot Owners, the Association or the use of the Subdivision shall interfere with the completion of the contemplated improvements and the sale of the Lots. Developer may make such use of the unsold Lots and Common Area without charge as may facilitate such completion and sale including, but not limited to, maintenance of a sales office, construction office, the showing of the Subdivision and the display of signs and the use of Lots as parking lots, notwithstanding anything contained herein to the contrary.

21. Natural Areas. Notwithstanding any other provision of this Article, in no event shall any accessory structure, fence, wall, hedge or any other temporary or permanent structure or improvement be erected, allowed or placed within any of the areas designated on the Plat as Conservation Easement Areas. It is hereby the express intent of this Section that the Conservation Easement Areas be maintained in their present natural state and that there shall be no improvement, alteration or modification thereof or any other activity which may directly modify or affect said areas and the regulation thereof without first obtaining the consent of the Board of Directors and obtaining a permit or approval therefor from the Manatee County and all other governmental authorities having jurisdiction.

22. Playground Equipment. No playground equipment shall be permitted in the front or side yard. All such equipment shall be located in the rear yard, subject to approval of the Architectural Control Committee. Notwithstanding the foregoing, a basketball support, backboard and rim of a material and design approved by the Architectural Control Committee may be installed adjacent to a driveway, designed to permit play in the driveway and not in dedicated streets.

23. Intentionally Left Blank.

24. Lawn and Landscaping. The area within the front yards of all Lots shall be fully sodded and landscaped, except for areas covered by structures and driveways or sidewalks. Landscape designs incorporating non-plant materials must be approved by the Architectural Control Committee. All planted and grassed areas shall be irrigated by an automatic irrigation system, which shall not utilize the Manatee County public potable water supply. The Architectural Control Committee shall have the right to review and approve the type of sod to be installed within the Lot. Excluding sod and irrigation, the cost of landscape materials shall be a minimum of $3,000.00

25. Architectural Control.

(A) APPROVAL OF PLANS. To further insure the development of the Subdivision as a residential area of the highest quality and standards, and in order to insure that all improvements constructed upon each Lot in the Subdivision shall present an attractive and pleasing appearance from all sides of view, there shall be an Architectural Control Committee appointed by the Developer to review all plans and specifications prior to the commencement of construction of any Lot within the Subdivision. The original Architectural Control Committee shall be composed of three (3) persons appointed by the Developer who shall serve on the committee so long as the Developer is a member of the Homeowners’ Association. At such time as the Developer no longer is an owner of any Lots within the Subdivision, the Homeowners’ Association shall appoint an Architectural Control Committee to replace the committee originally appointed by the Developer. However, until the Developer has established an Architectural Control Committee, all plan approvals and powers shall be by the Developer through its duly appointed agent or agents.

(B) POWERS OF ARCHITECTURAL CONTROL COMMITTEE. The Architectural Control Committee is hereby given and granted the exclusive power and discretion to control and approve all Dwelling Units, Structures and other improvements to be constructed upon each Lot within the Subdivision in the manner and to the extent set forth herein, and to promulgate rules and regulations for such purpose. No residence, building or other structure and no fence, walled utility area, driveway, swimming pool or other structure or improvement, regardless of size or purpose, whether attached to or detached from the main residence, shall be commenced, placed, erected or allowed to remain on any Lot within the Subdivision, nor shall any addition to or exterior change or alteration be made of any or to any existing residence, building or structure, unless and until building plans and specifications covering the same, showing the nature, kind and shape, height, size, materials, floor plans, exterior color schemes, location and orientation of Lot and approximate square footage, construction schedule, front, side and rear elevations, and such other information as the committee shall reasonably require, including, but not limited to plans for the grading and landscaping of the Lot showing any changes proposed to be made in the elevation or proposed contours of the Lot, have been submitted to and approved in writing by the committee.

(C) METHOD OF APPROVAL. As a prerequisite to consideration for approval, and prior to beginning the contemplated work, the Lot Owner shall submit two (2) complete sets of plans and specifications to the Architectural Control Committee for review. Upon the granting of written approval by the Architectural Control Committee of the plans and specifications, construction shall commence and proceed to completion promptly and in strict conformity with such plans and specifications. The Architectural Control Committee shall be entitled to enjoin by a Court of proper and competent jurisdiction, any construction in violation of these provisions and furthermore, any such exterior addition to, change of or alterations made within the application having first been made and approval obtained from the Architectural Control Committee as required, shall be deemed to be a violation of this covenant, and the Owner may be required to restore the premises to the original condition at the Lot Owner’s expense. In the event the Architectural Control Committee fails within thirty (30) days of receipt of proposed plans and specifications to approve or disapprove the same, approval will not be required, and this Paragraph shall be deemed to have been fully complied with as it relates to the matters shown on the plans and specifications. All Structures and improvements must be built to comply substantially with the plans and specifications as presented to and approved by the Architectural Control Committee, and before any Dwelling can be occupied it must be completely finished, and the Lot Owner have received a Certificate of Occupancy from the appropriate governmental authority.

26. Enforcement of Restrictive Covenants. If any Lot Owner or any renter of any Lot as well as the Lot Owner permitting the rental of such Lot in the Subdivision shall violate any one or more of the covenants and restrictions herein or attempt to violate any one or more of the covenants and restrictions set forth hereby, it shall be lawful and proper for any other Lot Owner or combination of Lot Owners within the Subdivision or for the Association, as proposed, to bring and prosecute any proceeding at law or in equity against said person or persons violating or attempting to violate the same, either to prevent such violation, correct such violation or recover damages by reason thereof as the case may apply. The Architectural Control Committee as previously set forth shall likewise have the right, power and authority to enforce these restrictions and covenants as it relates to the area of control by the Architectural Control Committee as previously set forth within these covenants. The prevailing party to such action shall be entitled to recover all costs, expenses, court costs, and a reasonable attorney’s fee from the losing party or parties that were incurred by the prevailing party in such action, including an appeal if such is filed.

27. Easements. Perpetual easements (herein called "Easements") for the installation or maintenance of utilities, including storm sewer, sanitation sewer, gas, electricity, water, telephone, cable television and other utilities of every kind and nature now or hereafter constituting utilities (herein generally referred to as "Utilities") and drainage areas are hereby reserved to the Developer in and to all utility easement and drainage easement areas (herein called "Easement Areas") shown on the Plat, which Easements shall include, without limitation, the right of reasonable access over Lots to and from the Easement Areas; and the Developer shall have the right to convey such Easements on an exclusive or nonexclusive basis to any person, corporation or governmental entity (herein called "Utility Providers") who shall furnish utilities or services to the Subdivision. Neither the Easement rights reserved pursuant to this section, nor as shown on the Plat, however, shall impose any obligation on the Developer to install or maintain the Utilities or any retention or detention areas (hereinafter defined), nor any pipes, lines, culverts, channels or other facilities or improvements that may be located on, in or under such Easements, or which may be served by them within Easement Areas. No structure, irrigation system, planting or other material shall be placed or permitted to remain which may damage or interfere with access to, or the installation and maintenance of, the Easement Areas or any Utilities or drainage facilities, or which may change the direction of flow or obstruct or retard the flow of water through drainage channels in any Easement Area, or which may reduce the size of any ponds, creeks, lakes or other water retention areas (herein referred to as "Retention or Detention Areas") which are shown on the Plat or which may be constructed in such Easement Areas.

Per a requirement contained in the Preliminary Site Plan approval for the Subdivision, there is a five (5)-foot wide negative non-vehicular easement along the entire boundary of Lot 1 where it abuts Bayshore Drive, to prevent vehicular access, except for access as permitted as part of a preliminary or final site plan approval by Manatee County and consistent with the approved general development plan for the Subdivision.

Developer hereby reserves a permanent nonexclusive utility easement for itself and the Association as successor to Developer over, along, across and within the ten (10) feet of the front and five (5) feet of the rear and sides of all Lots in the Subdivision. Developer also reserves a permanent nonexclusive drainage easement for itself and the Association as successor to Developer over, along, across those areas described for private drainage easements on the Plat of the Subdivision. Such easement and the improvements thereon shall be conveyed to the Association as part of the Common Area. The Association shall have the right at any time to assign its rights, wholly or partially, in said easements to any governmental body or public or private utility.

Developer further reserves the right to transfer one or more drainage easements across any Common Area to any property adjacent to the Subdivision, provided same does not unduly interfere with the operation of the stormwater system for the Subdivision.

28. Maintenance of Easements. Lot owners subject to the privileges, rights and Easements referred to in this Article III, shall acquire no right, title or interest in or to any poles, wires, cables, conduits, pipes, mains, valves, lines or other equipment or facilities placed on, in, over or under the property which is subject to said privileges, rights and Easements. Easement Areas of each Lot, including landscape easements and plantings thereon, whether reserved hereunder or as shown on the Plat, or as may have been installed by the Owner, and all facilities and improvements in such Easement Areas shall be maintained, repaired, replaced and kept safe and in working order continuously by the Lot Owner, except for those improvements which the Utility Provider is responsible for, and except for those areas which shall be maintained by the Association. Notwithstanding anything to the contrary otherwise contained in this Declaration, the owners of Lots 7 & 8 shall not be required to contribute to the costs of roadway maintenance as their properties utilize direct access exclusively from public roads.

ARTICLE IV

Homeowners’ Association

The Developer has incorporated an Association to be known as the Bayside Subdivision Homeowners’ Association, Inc., a Florida corporation not for profit and incorporated pursuant to Florida Statutes. Each Lot Owner of any Lot lying within the Subdivision shall be a member of the Association and, by acceptance of any ownership interest in said Lot, agrees to comply with, adhere to and abide by the terms, conditions, provisions and declarations as set forth herein, as may be contained within the Articles of Incorporation of the Association and as may be established by the Bylaws of the Association, including any rules, regulations or other restrictions as may be adopted and amended by the Association from time to time. It is specifically declared and will be provided for herein that Assessments shall be established against each Lot in order to maintain and fulfill the obligations and responsibilities of the Association as set forth herein and as may be contained within the Articles of Incorporation or required by its Bylaws. The actual method of establishing the Assessments, collection of the Assessments, creation of any lien or enforcement of any obligations shall be established under the Bylaws of the Association; provided, however, the lien of any such Assessment shall be subordinate to the lien of any first mortgage, no mortgagee shall be required to collect such Assessments, and the failure to pay any such Assessments will not constitute a default under a mortgage insured by any governmental agency. Such Assessment and any lien created thereunder in order to collect such Assessment is hereby specifically authorized and the Owners of Lots within this Subdivision hereby accept such obligation.

1. Purposes of Association. The purposes of the Association include, but are not limited to the following:

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(a) promoting the health, safety and general welfare of the residents of the Subdivision;

(b) constructing, installing, improving, maintaining and repairing any properties of the Association which give common benefit to all residents within the Subdivision;

(c) adopting such guidelines, rules and regulations as the Association deems necessary and appropriate to control the overall appearance, maintenance and to achieve the purpose of the Association and to affect the common area of the Subdivision, provided that any such guidelines, rules or regulations having an effect on the surface water management system receive prior approval from the Southwest Florida Water Management District;

(d) purchasing, installing and maintaining any improvements which the Association deems necessary for the betterment of the Subdivision; including but not limited to the installation and maintenance of median and entryway landscaping, entryway signage, public street lighting throughout the Subdivision as may be deemed appropriate and other similar improvements;

(e) owning, constructing and maintaining any recreational facilities as may be deemed appropriate and necessary by the Association in its best interest;

(f) exercising responsibility for enforcing the restrictions herein contained within this Declaration as incorporated within the Association Articles and Bylaws as affecting the Association and the Common Areas. This includes, but is not limited to the surface water management system as permitted by the Southwest Florida Water Management District, including all lakes, retention areas, culverts and related appurtenances unless otherwise provided herein. A surface water management system has been approved by the Southwest Florida Water Management District, including all lakes, retention areas, culverts and related appurtenances unless otherwise provided herein. Any alterations to the permitted system will necessarily require a permit from the District. The stormwater system is required to be maintained in perpetuity in accordance with the approved permit and the Association, as may be applicable, shall also provide supplemental maintenance to all lands and easements dedicated to Manatee County.

ARTICLE V

Use and Maintenance of Common Areas

The Common Areas and improvements in Bayside Subdivision are designated and described as defined in Article II, herein. Inasmuch as it is the intent of this Article and these Restrictions that the Common Areas and improvements shall be used, enjoyed and maintained for the benefit of all of the property owners of the Subdivision and in compliance with Manatee County Land Development Code, it is hereby declared that:

1. Use of Common Areas. The land comprising the Common Areas is intended to benefit and to be used by all Lot Owners and other designees or assignees of Developer and shall be used in accordance with rules and regulations governing the method, time and manner of use as may be promulgated by the Board of Directors of the Association from time to time. The Common Areas shall also be used as part of the overall water management system serving the Subdivision and other areas designated by Developer.

2. Ownership of the Common Areas. The Developer currently holds title to the Common Areas and, in its sole discretion, may continue to hold such title for so long as it is the Class B member of the Association, as such member is described in the bylaws. At such time that the Developer is no longer the Class B member of the Association, or sooner if it desires, the Developer shall convey to the Association by Quitclaim Deed, title to the Common Areas, subject to the rights of ingress, egress, use and maintenance of other designees or assignees of Developer, together with all of its rights and interest in and to any and all fixtures and improvements located thereon. Such conveyance shall be subject to the terms and provisions of this Declaration, taxes for the current year, applicable zoning ordinance, and such facts as an accurate survey would show. The Association shall be required to accept such conveyance "as is" at the time of the conveyance, without any representation or warranty, expressed or implied, in fact or by law, as to the condition or fitness of the property and the fixtures and improvements thereon. All costs and expense of such conveyance shall be paid by the Association. The Association shall not dispose of the Common Areas or any common open space, by sale or otherwise, except to an organization conceived and organized to own and maintain such Common Areas or common open space, without first offering to dedicate same to Manatee County, Florida, or other appropriate governmental agency. Further, the Association shall not dispose of any Common Area associated with the surface water management system without obtaining approval from the Southwest Florida Water Management District. A description of the list of holdings is attached hereto as Exhibit “D”.

3. Maintenance and Care. The Association shall be responsible for the maintenance and care of all property forming a part of the Common Areas, including but not limited requiring that all swales be kept clear at all times. However, in the event the Association or its successors shall fail to maintain such in reasonable order and condition, the County shall have the right to maintain the Common Areas under and in accordance with the provisions of subparagraph (6) of Section 909.5, Common Open Space and Common Improvement Regulation and Dedications of the Manatee County Land Development Code, as amended from time to time, which provisions are, by this reference, incorporated herein and made a part hereof. Upon notice and hearing, the County may enter said Common Areas for the purpose of maintaining same. The cost of such maintenance by the County shall be assessed pro-ratedly and such charges will be made payable by property owners within sixty (60) days after receipt of a statement therefor, and shall become a lien on the property if unpaid at the time end of such period. In the event that the Association and the County fail to maintain the Common Areas in reasonable order, the Developer shall have the right to maintain the Common Areas and charge the Association for such maintenance. A more detailed plan for

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maintenance is attached hereto as Exhibit “E” and is hereby incorporated as part of the Declaration of Covenants, Conditions and Restrictions. Any future improvements, including, but not limited to, recreational facilities shall be the responsibility of the Association.

4. Disturbance of Common Open Space. No portion of the Common Areas which are a part of the common open space or conservation areas shall be denuded, defaced or otherwise disturbed in any manner at any time, except for maintenance or repair without the prior written approval of the Director of the Manatee County Planning Department.

5. Right of Entry by County and Southwest Florida Water Management District. The Manatee County law enforcement officers, health and pollution control personnel, emergency medical service personnel and fire fighting personnel, and the Southwest Florida Water Management District while in pursuit of their duties, are hereby granted authority to enter upon any and all portions of the Common Areas as may be necessary to perform their duties. Attached hereto is Exhibit “F” with more specific information on the right of entry.

ARTICLE VI

General Provisions

1. Amendment. The Developer reserves the right to amend, modify or rescind such parts, or all, of this Declaration as it, in its sole discretion, deems necessary and appropriate until such time as ninety percent (90%) of the Lots within all phases of the Subdivision have been sold to and occupied by owners in residence. After more than ninety percent (90%) of the Lots in all phases of the Subdivision have been sold to and occupied by owners in residence, the Board of Directors and the members of the Association may modify or amend this Declaration if notice of the proposed change is given at least thirty (30) days prior to the meeting at which such action will be considered. An amendment may be proposed by the Board of Directors or by not less than the owners of two (2) of the Lots. Unless otherwise provided, the resolution adopting a proposed amendment must bear the approval of not less than two-thirds (2/3) of the Board of Directors and two-thirds (2/3) of the Lot Owners of all phases of the Subdivision. Voting may occur in person or by and through appropriate written ballots as may be deemed appropriate by the Board of Directors. Any amendment, other than amendments made by the Developer, shall be evidenced by a Certificate certifying that the amendment was duly adopted and including the recording date identifying the Declaration which Certificate shall be executed by the proper officers of the Association in the same formality required for the execution of a deed. Amendments by the Developer must be evidenced in writing, but a Certificate of the Association is not required. Any amendment which would affect the surface water management system, including the water management portions of the Common Areas, must have the prior written approval of the Southwest Florida Water Management District. The amendment shall be effective when properly recorded in the Public Records of Manatee County, Florida.

2. Duration. The covenants, conditions, easements and restrictions set forth in this Declaration shall be covenants running with the land and shall be binding upon all parties and all person having an interest in any portion of the land lying and being within the Subdivision for a period of twenty-five (25) years from the date of the recording of this Declaration in the Public Records of Manatee County, Florida. At the end of the 25-year term, the covenants, conditions, easements and restrictions shall be automatically extended for successive periods of twenty-five (25) years unless the same are terminated in accordance with the terms of this Declaration as set forth below.

3. Termination. This Declaration may only be terminated upon written consent of ninety percent (90%) of all of the Lots Owners of all phases within this Subdivision which must be duly recorded upon the records of the Association, subject, however, to the provisions of Article V, herein, designated “Use and Maintenance of Common Areas” and to acceptance by the Southwest Florida Water Management District of an operation and maintenance entity for the surface water management system and its Common Areas. Notwithstanding any provision to the contrary herein, so long as the Developer holds, owns or controls any Lots within the Subdivision for sale, this Declaration shall not be terminated without Developer’s consent.

4. Fiscal Program. Attached hereto as Exhibit “G” is the 2006 (the year of recording this Association Document) approved Association budget for the assessment of operations and maintenance. Attached hereto as Exhibit “H” is a fiscal program, provided in accordance with subdivision platting requirements as imposed by the Manatee County Land Development Code. This fiscal program projects a period of ten (10) years of operations and maintenance of the Association assuming a two percent (2%) increase in expenses per year. The fiscal program does not take into consideration additional phases not yet planned, permitted and constructed.

5. Notice to Buyer. Individuals who purchase property within the Bayside Subdivision are hereby given notice of specific conditions to which their lot is subject. The Notice to Buyers is attached as Exhibit “I” and made a part hereof by reference.

6. Conservation Easement. A portion of the property is encumbered by a Conservation Easement in the favor of Manatee County. A copy of this easement is attached as Exhibit “J”.

7. Assignment by Developer. Developer reserves the right to assign all or any part of its rights and responsibilities hereunder as Developer, whether personal in nature or not, to any successor in interest, including any mortgagee, which may own any part of the property subject to these Covenants. The rights of Developer may be assigned in whole or in part, and Developer may designate in writing one or more successor Developers as to portions of the property covered hereby, which instrument shall detail the extent and nature of the rights of Developer assigned thereby. After any such assignment is recorded in the Public Records of Manatee County, Florida, the assignee shall stand in the place of Developer as fully as if it had originally been the Developer hereunder to the extent of the assignment described therein. Any mortgagee of all or substantially all of the undeveloped portions of the property covered hereby executed by Developer or any successor Developer shall be deemed to carry with it a conditional assignment of such Developer rights, unless otherwise specified therein. Such assignment shall not be deemed made in conjunction with any mortgage covering only a single Lot.

WITNESS the hand and seal of said corporation this day of , 2006.