Hammersmith/Abernathy and Habers

Hammersmith and Habersham Mutual Agreement

This agreement is between the Homeowner’s Associations of Hammersmith and Habersham Subdivisions for the common area maintenance of King George Parkway.

1. Definitions

1.1. Subdivisions refer to Hammersmith Subdivision, Abernathy Subdivision, and Habersham Subdivision as described herein by the attached exhibits A, B, and C.

1.2. Hammersmith Homeowner’s Association shall hereafter be referred to as Hammersmith HOA and includes the Subdivisions of Hammersmith and Abernathy, as annexed and recorded June 12, 2009.

1.3. Habersham Homeowner’s Association shall hereafter be referred to as Habersham HOA.

1.4. Association[s] shall hereafter refer to the governing body of the individual Subdivisions described herein.

1.5. Board of Directors. Each Association is governed by their own Board of Directors and is subject to all the rules and regulations of their governing documents.

1.6. Declarent/Developer of Abernathy Subdivision shall mean Hammersmith of Northwest Florida, Inc., together with their successors and/or assigns.

1.7. Owner shall mean and refer to the record owner, whether one or more persons, firms, or corporations, of the fee, simple title to any Lot which is part of the properties described herein. The Declarent/Developer of Abernathy Subdivision is not considered an Owner for the purposes of this document.

1.8. Lot[s] shall mean and refer to that certain tract of real property herein described in the attached exhibits A, B, and C.

1.9. [Lot] Unit shall refer to each sold tract of real property to an Owner, as defined above.

1.10. Common to all hereafter meaning the mutual Common Areas of Hammersmith and Habersham Subdivisions.

1.11. Vested shall mean all [lot] units in a Subdivision have been sold to an Owner other than those real properties as described herein still controlled by the Declarent/Developer of Abernathy Subdivision.

1.12. King George Parkway shall also be referred to as KGP.

2. Definition of Common Areas:

2.1. The deeded 15’ [feet] of west KPG as per the original Interim Mutual Agreement, Item #3, dated August 11, 2004 and recorded in the county of Santa Rosa, Florida on April 7, 2005.

2.2. The deeded 20’ [feet] of east KGP as per the original Interim Mutual Agreement, Item #2, dated August 11, 2004 and recorded in the county of Santa Rosa, Florida on April 7, 2005.

2.3. The brickwork on the east and west sides of the main entrance of KGP.

2.4. The stamped concrete at the main entrance of KGP.

2.5. The white vinyl fence concealing the retention pond on the west side of KGP.

2.6. The white vinyl fence attached to the brickwork at the entrances to Abernathy and Habersham.

2.7. The white vinyl fence on Declarent/Devloper lots in Abernathy on west KGP [Lots 4, 5, 6, 7,8, 9, 10 and 39 of Block F and Lots 12, 13, 14, 15, 16 of Block D] to be considered ‘common to all’ until deeded to new Owner as described above.

2.8. Subdivision signs and attached brickwork for Hammersmith, Abernathy and Habersham.

2.9. Landscaping, including, but not limited to dunes, trees, shrubs, sod, and mulch.

2.9.1. For the purposes of this agreement, it is noted that the extended areas of landscaping for both Habersham and Abernathy, around and behind their entrance signs and including their center medians, shall be included, as noted in Exhibits D and E.

2.10. Asphalt recreation path on the west side of KGP.

2.11. All irrigation elements, including but not limited to, the timer[s], pipes, junction boxes, sprinkler heads and hose bibs currently installed on both sides of KGP.

2.12. Well/pump system on the east side of KGP.

2.13. Entrance lighting for Hammersmith Subdivision, to include lighting in brickwork planters.

2.14. Entrance lighting for Abernathy Subdivision.

2.15. Entrance lighting for Habersham Subdivision.

2.16. Habersham’s security gate to be excluded from ‘common to all’ and is the sole responsibility of Habersham.

2.17. Any additions to the KGP common area will be included in this agreement with written notice to all parties as it is added.

3. King George Parkway Common Area Cost Sharing Formula

3.1. Hammersmith Subdivision contains 194 [lot] units and is considered fully vested, with all [lot] units ‘sold’.

3.2. Abernathy Subdivision contains 143 units, and is not vested, with 1 [lot] unit ‘sold’, and 142 [lot] units controlled by the Declarent/Developer.

3.3. Habersham Subdivision contains 97 [lot] units and is considered fully vested, with all [lot] units ‘sold’.

3.4. Cost sharing of KGP expenses shall be divided equally among each sold [lot] unit, which excludes all Declarent/Developer owned lots in Abernathy Subdivision.

3.5. Total [lot] units sold from the unvested portion of the Abernathy Subdivision shall be calculated and added on a semi-annual basis to the cost sharing formula. There shall be an annual reconciliation of billing to adjusted [lot] units.

3.5.1. Any credit from the annual reconciliation shall be first applied to any outstanding Mutual Agreement invoice[s]. Any remaining balance shall be applied to subsequent invoices, unless said balance is requested in writing as a refund within 15 days of reconciliation.

3.6. Current total [lot] units for accounting purposes is 292, sharing equally in a per [lot] unit basis of mutual expenses for the common areas of KGP.

3.6.1. Current cost sharing example as of the signing date of this Agreement: Hammersmith Subdivision @ 194 units, Habersham Subdivision @ 97 units, Abernathy Subdivision @ 1 unit [with 142 unsold units], total cost sharing units 292, subject to change as noted in item 3.5.

3.7. Combined Lots. In the event two [2] contiguous Lots are resubdivided and combined into one [1] Lot, pursuant to the individual Association’s Declaration or other governing documents, by an instrument recorded in the public records of Santa Rosa County, Florida, said combined Lot shall only be considered one [1] unit for the purposes of this Agreement.

4. King George Parkway Committee

4.1. The King George Parkway Committee [KGP Committee] shall be responsible for the creation of the KGP Common Area Budget and recommendations for maintenance and improvement to maintain the aesthetics of KGP.

4.2. Composition and Term of the KGP Committee. The KGP Committee shall be comprised of one board elected member from each of Hammersmith’s HOA and Habersham’s HOA. The term of the appointment shall be one year. Committee members shall be approved by simple majority vote of the Board of Directors at the annual HOA meeting of each Association. Vacancies shall be filled for the remainder of the term in the same manner as the initial appointment.

4.2.1. Should either, or both, Association’s fail to fill the Committee position, the Association[s] shall appoint a Board Member to assume the responsibilities of the Committee member for the remainder of the term.

5. Common Area Expenses

5.1. Common Area expenses are defined as those necessary to maintain and improve the current investment and aesthetics already in place for the Common Areas of KGP.

5.2. Lawn services shall be contracted on an annual basis, to include but not limited to, mowing, edging, fertilizing and weed control applications as recommended to maintain the sod in an attractive and healthy manner

5.3. Landscape services shall be contracted on an annual basis, to include but not limited to planting of annuals, shrubs, and trees, mulching, trimming, and weeding as recommended to maintain such features in an attractive and healthy manner.

5.3.1. Replacement of deteriorating trees, shrubs, and sod. It is agreed trees, shrubs, and sod that are deteriorating in quality, value, or strength, shall be advocated for replacement before they detract from the overall aesthetic goal and investment of the KGP Common Area. A review and assessment of the general landscaping shall be conducted semi-annually in January and July of each calendar year. Replacement recommendations shall accompany the KGP Common Area Annual Budget.

5.3.2. Should one subdivision decide to augment what is included in the KGP Common Area Mutual Agreement for ‘Lawn’ or ‘Landscaping’ services around their individual Subdivision entrance, i.e. add additional plants, mulch, lighting, or other landscape or lawn maintenance services etc., that augmentation is the sole responsibility of the individual Subdivision, and shall not be considered a shared Common Area expense. Additionally, a credit WILL NOT be issued for such items or work.

5.4. Asphalt Recreation Path. The Common Area asphalt recreation path shall be maintained at all times for safety.

5.5. Well/ Pump. The well/pump system located on the east side of KGP shall be kept in good working order at all times.

5.5.1. Any costs associated to maintain the well/pump in good working order are deemed necessary and not subject to arbitration.

5.5.2. Any upgrades to the capacity of the well will be subject to majority vote of both HOA’s.

5.6. Irrigation System includes but is not limited to the timer[s], pipes, junction boxes, sprinkler heads and hose bibs currently installed. The Common Area irrigation system is to be kept in good working order at all times, to include but not limited to, annual maintenance and sprinkler head replacement as necessary.

5.6.1. Addition of minor improvements, i.e. additional sprinkler head[s], hose bib[s] or junction boxes shall be allowed up to the predetermined amount of $300.00 per ________ by the controlling entity, Hammersmith HOA.

5.7. Water and water services to include but not limited to, the county water service provided by Pace Water, including any assessments levied for the Common Area of KGP.

5.8. Electricity and electrical services to include but not limited to those provided by Gulf Power. To include but not limited to, that used by the entrance lighting for all three Subdivisions and the light poles along the Common Area of KGP and any assessments on the Common Area of KGP.

5.9. Lighting fixtures to include but not limited to, the fixtures around each Subdivision sign and the brick entrance planters on the east and west sides of the entrance at KGP, to be kept in good working order, including periodic replacement.

5.10. White Vinyl Fence facing the Common Area of KGP to be maintained and kept in good repair. Annual maintenance to keep said fence free from mold, mildew and discoloration to include but not limited to periodic power washing.

5.11. Brickwork to be maintained in a safe and attractive fashion at all times. Maintenance to include, but not limited to, periodic power washing and sealing.

5.12. Stamped concrete to be maintained in a safe and attractive fashion at all times. Maintenance to include, but not limited to, periodic power washing and sealing.

5.13. Subdivision Signs to be maintained in a safe and attractive fashion at all times. Maintenance to include, but not limited to, periodic power washing and sealing.

5.14. Administrative expenses to include, but not limited to, the preparation of the Common Area invoice.

6. King George Parkway Common Area Annual Budget

6.1. The KGP Committee shall be required to submit an itemized KGP Common Area Annual Budget no later than September 15 of each calendar year for the forthcoming budget year.

6.2. Itemized KGP Common Area Annual Budget will be established per the recommendations of the King George Parkway Committee (KGP Committee) and ratified by a majority vote of both Association’s Board of Directors.

6.3. The KGP Annual Budget cannot exceed a 20% per annum increase, based on the prior year’s budget, unless by majority vote of both Association’s Board of Directors.

6.3.1. Should the recommended KGP Annual Budget exceed 20% per annum and a majority vote of both Association’s Board of Directors, or compromise cannot be reached, the KGP Annual Budget is subject to binding Arbitration.

6.4. Actual spending cannot exceed 20% per annum of the current KGP Common Area Annual Budget by expense category, unless by majority vote of both Association’s Board of Directors.

7. King George Parkway Common Area Payment Terms

7.1. Habersham shall be billed quarterly for its share of the KGP budget.

7.2. Each quarterly billing shall include itemized copies of expenditure receipts.

7.3. Habersham shall have 15 days from receipt of billing, as postmarked by the United States Post Office, to dispute any invoice in writing, or such invoices shall be deemed accepted.

7.4. Payment shall be expected within 30 days of billing date, as postmarked by the United States Post Office.

7.5. A 5% late fee shall be charged after 30 days of billing date, as postmarked by the United States Post Office.

7.6. A statutory interest charge of the highest allowable rate shall be levied on all past due balances.

7.7. KGP budget invoices shall be submitted within 30 days of period closing for inclusion in the current Habersham invoice.

8. King George Parkway Common Area Direction of Services

8.1. Hammersmith HOA shall direct all services recommended by the KGP Committee at their discretion, to the extent of the mutually agreed upon and approved KGP Annual Budget.

9. King George Parkway Common Area Arbitration

9.1. Any disputes regarding the KGP Common Area and its budget that cannot be resolved by the KGP Committee and/or the majority agreement of both Association’s Board of Directors by, shall be subject to arbitration.

9.2. A written notice of dispute from the dissenting party shall be required within fifteen [15] days of impasse.

9.3. Hammersmith HOA has the sole authority to designate an impartial arbitrator, the cost of which shall be paid for as defined by the Cost Sharing Formula in Section 3 and shall be subject to all KGP Payment Terms of Section 7.

9.4. Said arbitrator shall be designated within fifteen [15] days of written notice of dispute.

9.5. Each Association shall be responsible for submitting their written dispute statements with said arbitrator no later than fifteen [15] days after selection of Arbitrator.

9.6. Each Association must attend said arbitration. Failure to attend shall result in forfeiture of dispute to the attending party and the forfeiting party shall pay all costs associated with said dispute.

9.7. The recommendations of said arbitrator shall be binding to all parties.

10. King George Parkway Common Area Major Capital Expenditures

10.1. A Major Capital Expenditure shall be defined as a new or replacement element costing $500.00 or more, needed to maintain the integrity and value of both Associations’ Common Areas. Said expenditure may not be made solely to upgrade or replace an accepted functional element before its agreed upon depreciation and replacement time, unless by majority agreement of both Association’s Board of Directors

11. King George Parkway Common Area Assets

11.1. Subdivision Signs

11.1.1. Hammersmith Subdivision Sign

11.1.2. Abernathy Subdivision Sign

11.1.3. Habersham Subdivision Sign

11.2. Brickwork

11.2.1. Entrance Planters on the east and west sides of the main KGP entrance

11.2.2. Hammersmith Subdivision Center Island Sign Area and planter

11.2.3. Abernathy Subdivision Entrance

11.2.4. Habersham Subdivision Entrance

11.3. Entrance Stamped Concrete

11.4. Lighting

11.4.1. Hammersmith Subdivision Entrance Lighting [main entrance off KGP]

11.4.2. Brick Planter Lighting on the east and west sides of the main KGP entrance

11.4.3. Abernathy Subdivision Entrance Lighting

11.4.4. Habersham Subdivision Entrance Lighting

11.5. White Vinyl Fence

11.5.1. Retention Pond facing KGP

11.5.2. Abernathy Subdivision Entrance

11.5.3. Habersham Subdivision Entrance

11.5.4. Unsold Declarent/Developer lots in Abernathy Subdivision

11.6. Irrigation System

11.6.1. Timer[s]

11.6.2. Pipe

11.6.3. [insert #] Junction boxes

11.6.4. [insert #] Sprinkler heads

11.6.5. [insert #] Spigots

11.7. Well/Pump

11.8. Landscape

11.8.1. Dunes on east and west side of KGP

11.8.2. Bradford Pears on east and west side of KGP

11.8.3. Pampas Grass on east and west side of KGP

11.8.4. Hammersmith Subdivision entrance to include center island and all landscape in, around and behind the entrance brickwork and brickwork planter

11.8.5. Main KGP entrance brickwork planters

11.8.6. Abernathy entrance to include center island and all landscape in, around and behind the entrance brickwork

11.8.7. Habersham entrance to include center island and all landscape in, around and behind the entrance brickwork

12. Schedule of Replacement Costs and Depreciation of King George Parkway Common Area Assets

12.1. A schedule of replacement cost and estimated depreciation of assets shall be prepared by Hammersmith and submitted with the annual KGP budget starting no later than 2010.

12.2. Any costs associated with the preparation of said schedule shall be considered a common area expense and subject to the KGP Common Area Cost Sharing Formula of Section 3, and shall be subject to all KGP Payment Terms of Section 7.

12.3. KGP Committee shall review said schedule every year. Changes to the schedule shall be submitted with the KGP Annual Budget.

13. Reserve Schedule for Replacement of King George Parkway Common Area Assets

13.1. Reserve schedule of funds for replacement of assets on KGP shall be prepared by Hammersmith and submitted with the annual KGP budget starting no later than 2010.

13.2. Any costs associated with the preparation of said schedule shall be considered a common area expense and subject to the KGP Common Area Cost Sharing Formula of Section 3, and shall be subject to all KGP Payment Terms of Section 7.

13.3. KGP Committee shall review said schedule every year. Changes to the schedule shall be submitted with the KGP Annual Budget.

14. Insurance for King George Parkway Common Area & Common Area Assets

14.1. Each Association shall be required to carry the minimum General Liability Insurance on all KGP Common Areas. Said insurance shall be paid for by the respective Associations with no cost sharing involved.

14.2. Additional insurance for the coverage of vandalism or damage of Common Area Assets must be mutually agreed upon by both Associations in writing. The cost of such additional insurance shall be paid for according to the KGP Common Area Cost Sharing Formula of Section 3, and shall be subject to all KGP Payment Terms of Section 7.

15. Natural Disaster or Other Catastrophic Event

15.1. Any occurrence, which causes the destruction of thirty percent [30%], or more of any Common Area Asset, shall be cause for a special meeting of the Boards of Directors of the Associations. Said meeting shall be held to determine a mutually agreed upon remedy for the asset[s] involved.

15.2. No replacement or repair work shall commence before said meeting, except as mandated by county or federal authorities, or as needed for safety.

15.3. A majority vote of the Boards of Directors of both Associations shall be required to authorize any repair or replacement of Common Area Assets.

15.4. Any special assessment needed to remedy such an occurrence, shall be governed by each Association’s Declaration or other governing documents.

16. General Provisions

16.1. This agreement supersedes and replaces the Interim and Mutual Agreements recorded on August 11, 2004.

16.2. Duration of this Agreement is thirty [30] years from the date hereof. Upon expiration of said initial term, said Agreement, [as amended, if amended] and the enforcement rights relative thereto, shall be automatically extended for successive periods of thirty [30] years.

16.3. Amendment of this Agreement shall only be made by majority vote of both Association’s Board of Directors. Such amendment shall be properly recorded in the appropriate records of Santa Rosa County, Florida.

16.4. Interpretation. If this Agreement or any word, clause, sentence, paragraph or other part thereof shall be susceptible of more than one or conflicting interpretations, then the interpretation which is most nearly in accordance with the general purposes and objectives of the Agreement shall govern.

16.5. Omissions. If any punctuation, words, clause, sentence or provision necessary to give meaning, validity or effect to any other words, clause, sentence or provision appearing in this agreement shall be omitted here from, then it is hereby declared that such omission was unintentional and that the omitted punctuation, words, clause, sentence or provision shall be supplied by inference.

EXECUTED THIS _________ day of __________________________, 2009

Hammersmith Homeowners Association

By: __________________________________________________________

President

EXECUTED THIS _________ day of __________________________, 2009

Habersham Homeowners Association

By: __________________________________________________________

President

STATE OF FLORIDA

COUNTY OF SANTA ROSA

Before me, the undersigned, Notary Public in and for said County and State,

On this day personally appeared Joan Turner, President of Hammersmith Homeowners Association and Mike Mayne, President of Habersham Homeowners Association, known to me to be the persons whose name is subscribed to the foregoing instrument and acknowledge to me that they executed the same.

GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS THE __________ DAY OF _________________, 2009

My Commission Expires:

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Attach Exhibit A: Hammersmith Subdivision legal description and plat map

Attach Exhibit B: Abernathy Subdivision legal description and plat map

Attach Exhibit C: Habersham Subdivision legal description and plat map

Attach Exhibit D: Abernathy Entrance description and map

Attach Exhibit E: Habersham Entrance description and map