PUBLIC OFFERING STATEMENT FILED AND PRESENTED BY D.R. HORTON, INC. - NEW JERSEY, A Delaware Corporation having an office at 20 Gibson Place Freehold, New Jersey 07728 for Phase I (273 Homes) out of a possible 397 Single Family Dwellings and Lots Located on Mill Road (County Route 622) Egg Harbor Township, Atlantic County, New Jersey and designated as THE VILLAGE GRANDE AT ENGLISH MILL NOTICE TO PURCHASERS THIS PUBLIC OFFERING STATEMENT IS FOR INFORMATIONAL PURPOSES ONLY. PURCHASERS SHOULD ASCERTAIN FOR THEMSELVES THAT THE PROPERTY OFFERED MEETS THEIR PERSONAL REQUIREMENTS. THE NEW JERSEY DIVISION OF CODES AND STANDARDS HAS NEITHER APPROVED NOR DISAPPROVED THE MERITS OF THIS OFFERING. BE SURE TO READ CAREFULLY ALL DOCUMENTS BEFORE YOU SIGN THEM. THIS PUBLIC OFFERING STATEMENT HAS BEEN FILED AND IS PRESENTED PURSUANT TO THE PLANNED REAL ESTATE DEVELOPMENT FULL DISCLOSURE ACT (N.J.S.A. 45:22A-21 ET SEQ.) AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (N.JA.C. 5:26-1.1 ET SEQ.) HOUSING WITHIN THE VILLAGE GRANDE AT ENGLISH MILL IS INTENDED FOR OCCUPANCY BY PERSONS 55 YEARS OF AGE OR OLDER. WITH LIMITED EXCEPTIONS, A HOME MAY NOT BE OCCUPIED UNLESS AT LEAST ONE PERSON 55 YEARS OF AGE OR OLDER RESIDES IN THE HOME NO CHILD UNDER THE AGE OF 19 YEARS MAY OCCUPY A HOME IN THE VILLAGE GRANDE AT ENGLISH MILL. THERE ARE NO EXCEPTIONS TO THE FOREGOING RULES, AND OTHER AGE RELATED RESTRICTIONS ARE CONTAINED HEREIN. EFFECTIVE DATE OF PUBLIC OFFERING STATEMENT: January 13, 2005 REGISTRATION NUMBER: R-3823 PREPARED BY: GREENBAUN, ROWE, SMITH & DAVIS, LLP Metro Corporate Campus I 99 Wood Avenue South Iselin, New Jersey 08830 (732) 549-5600 573611 .05 Greenbaum Rowe SmithDavis LLP COUNSELORS AT LAW METRO CORPORATE CAMPUS ONE P.O. nox 5600 WOODORIDGE, NJ 07095.0988 (732) 549-5600 FAX (732).549-1881 DELIVERY ADDRESS: 99 WOOD AVENUE SOUTh, ISELIN, NJ 08830-2712 CHRISTINE F. LI INFO@GREENBAUMLAW.COM WWW.GREENBAUMLAWCOM Rosallo On,ce: (732) 476.2680 - DIRECT DIAL 75 UVINGSTON AVENUE (732) 476-2681 . DIRECT FAX SUITE 301 CLI@GREENBAUMLAW.COM ROSELAND, NJ 07068-3701 (973) 535-1600 FAX (973) 535-1696 November 29, 2011 VIA FEDERAL EXPRESS Ms. Urmil Deora Planned Real Estate Development Bureau of Homeowner Protection Department of Community Affairs 2nd 101 South Broad Street, Floor Trenton, NJ 08608 D.R. Horton, Inc. RE: Developer: - New Jersey, The Village Grande at English Mill Development: Registration Date: January 13, 2005 Registration No.: 3823 Third Amendment to the Public Offering Statement for the Registration of Phase II FIRST REVISION PACKAGE Dear Ms. Deora: In accordance with the comments of the Division at the review conference on November 7, 2011, enclosed please find amendments and supplements to the above-referenced Third Amendment to the Public Offering Statement. For your convenience, a copy of the revised documents on which the changes have been highlighted, as well as a clean copy of the revised documents, are enclosed. The revisions made to the Application for Registration are summarized herein as follows: 1351379.01 Greenbaum Rowe Smith NS Davis LLP Ms lJrmil Deora November 29, 2011 Page 2 APPLICATION FOR REGISTRATION Table of Contents - Enclosed is a replacement Table of Contents which has been revised to state that there has been "No Change" to Exhibit 18. A. Exhibit 6 - Deed Vesting Title in Developer and Statement of Title Enclosed is a copy of the Deed by which the Developer took title to the lands forming Phase 11 of the Development. Also enclosed is the current tax and assessment, and judgment searches. B. Exhibit 12 - Access and Special Conditions:. Enclosed is a replacement flysheet affirming no changes to the statements made in the Application, as originally submitted. C. Exhibit 19 - Compliance with Laws: Enclosed are the flysheet for Exhibit 19 with no changes and the municipal subdivision approvals. They are the same approvals that were included in the Application for Registration as originally submitted. There have been no new or additional approvals. 1. Township of Egg Harbor Planning Board Amended Decision and Resolution of Preliminary Major Subdivision Approval dated November 18, 2002. 2. Township of Egg Harbor Final Subdivision Decision and Resolution dated April 116, 2001. IL PUBLIC OFFERING STATEMENT Enclosed is a revised, replacement copy of the text of the Public Offering Statement. The following responds to your questions and comments, A. The "Initiation Fee", identified at Line 69018 of the Budget, is authorized by Paragraph 2.07 of the By-Laws, which provides in pertinent part: 2.07. Association Initiation Fee. Each Owner, excluding Developer, shall pay to the Association upon acquisition of title to his Home a nonrefundable and nontransferable Association initiation fee of not more than $350.00, which will be available to the Association for (i) the off-set of cash flow or budget deficits, (ii) payment of operating expenses, (iii) operating contingency reserves, (iii) repair and replacement and/or deferred maintenance reserve, (iv) working capital 1351379.01 ✁ ✂ ✄ ☎ ✆ ✝ THIRD AMENDMENT TO THE PUBLIC OFFERING STATEMENT FILED AND PRESENTED BY D.R. MORTON, INC. - NEW JERSEY, A Delaware Corporation cl/b/a SOS COMMUNITIES having an office at 700 East Gate Drive, Suite 110 'Mt. Laurel, New Jersey 08054 for Phase II (consisting of 124 Homes) for a total of 397 Single Family Dwellings and Lots Located at Mill Road (County Route 622) Egg Harbor Township, Atlantic County, New Jersey and designated as THE VILLAGE GRANDE AT ENGLISH MILL NOTICE TO PURCHASERS THIS THIRD AMENDMENT TO THE PUBLIC OFFERING STATEMENT IS FOR INFORMATIONAL PURPOSES ONLY PURCHASERS SHOULD ASCERTAIN FOR THEMSELVES THAT THE PROPERTY OFFERED MEETS THEIR PERSONAL REQUIREMENTS. THE NEW JERSEY DIVISION OF CODES AND STANDARDS HAS NEITHER APPROVED NOR DISAPPROVED THE MERITS OF THIS OFFERING. BE SURE TO READ CAREFULLY ALL DOCUMENTS BEFORE YOU SIGN THEM This THIRD AMENDMENT TO THE PUBLIC OFFERING STATEMENT HAS BEEN FILED AND IS PRESENTED PURSUANT TO THE PLANNED REAL ESTATE DEVELOPMENT FULL DISCLOSURE ACT (N.LSA. 45:22A-21 ET Q.) AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER M.A.C. 5:26-1.1 MT Q.) EFFECTIVE DATE OF PUBLIC OFFERING STATEMENT: January 13, 2005 EFFECTIVE DATE OF FIRST AMENDMENT: March 25, 2008 EFFECTIVE DATE OF SECOND AMENDMENT: April 6, 2009 EFFECTIVE DATE OF THIRD AMENDMENT: 2011 REGISTRATION NUMBER: R - 3823 PREPARED BY: GREENBAUM, ROWE, SMITH & DAVIS, LLP Metro Corporate Campus I 99 Wood Avenue South Iselin, New Jersey 08830 (732) 549-5600 1240630 .03 THIRD AMENDMENT TO THE PUBLIC OFFERING STATEMENT FOR THE VILLAGE GRANDE AT ENGLISH MILL 2. Projected Operating Budget Based on Full Build-Out Consisting 397 Homes Consisting of Phase 1(273 Homes) and Phase 11 (124 Homes), Estimated Common Expense Assessments and Letters of Budget and Insurance Adequacy 5 Management Agreement First Amendment and Supplement to the Declaration of Covenants and Restrictions for 10 The Village Grande at English Mill 3. 1240630 .03 THIRD AMENDMENT TO THE PUBLIC OFFERING STATEMENT FOR THE VILLAGE GRANDE AT ENGLISH MILL D.R. HORTON, INC. - NEW JERSEY, a Delaware Corporation (the "Developer"), d/b/a SOS COMMUNITIES, having an address at 700 East Gate Drive, Suite 110, Mt. Laurel, New Jersey 08054, hereby amends the Public Offering Statement for The Village Grande at English Mill dated January 13, 2005, as previously amended (the "Plan"), as set forth herein. Previously, the Developer has offered for sale pursuant to the Plan the two hundred and seventy-three (273) single family dwellings and lots (the "Homes") located within Phase I of the Community. Under the terms of the Plan and the related governing documents, the Developer reserved the right to incorporate additional Homes into the Community and to offer the additional Homes for sale. By means of this amendment, the Developer is hereby exercising its right to offer one hundred twenty-four (124) additional Homes to be located in Phase II of the Community. A. Section 1 of the text of the Plan captioned "INTRODUCTION" is amended at the Sixth Paragraph by the additidn of the following after the third sentence therein: "The First Amendment and Supplement to the Declaration for The Village Grande at English Mill (the "First Amendment to the Declaration") to expand the Community to include the additional Homes and other site improvements being developed in Phase II appears as Exhibit 10 of this Third Amendment to the Plan. Phase II of the Community is described by a legal (metes and bounds) description which appears as Exhibit A-2 of the First Amendment to the Declaration and is graphically depicted on Exhibit B-2 of the First Amendment to the Declaration." B. Section 6 of the text of the Plan captioned "BUDGET" is amended by the insertion of the following after the third sentence of the First Paragraph therein: "The budget based upon full occupancy and full build out of the Community (consisting of 397 Homes) appears as part of Exhibit 2 and sets forth the estimated annual Common Expense Assessments upon the incorporation of Phase II in to the Community." 1240630.03 ✁ ✂ ✄ ☎ ✆ ✝ ✁ ✂ ✄ ☎ ✆ ✝ Specimen Owner's and Loan Policy of Title Insurance that appear as Exhibit 7 to this Third Amendment to the Plan. Section 15 of the text of the Plan captioned "REAL ESTATE TAXES AND D. SPECIAL ASSESSMENTS" is amended as follows 1. By the deletion of the first paragraph and the insertion of the following: The Township of Egg Harbor tax rates and ratios for 2003 and the two (2) previous years are as follows TAX RATE PER $100 TAX RATIO OF ASSESSED VALUE 54.17 2011 4.101 2010 51.06 3.980 4810 2009 3.810 2. By the deletion in the second paragraph of the "Estimated initial Sales Prices" and "Estimated Annual Taxes" and the insertion of the following: ESTIMATED INITIAL ESTIMATED ANNUAL BASE SALES PRICE REAL ESTATE TAXES $199,990 $4,443 $224,990 $4,998 $234,990 $5,220 $239,990 $5,331 $254,990 $5,665 All references in this section to the utilization of the 2011 tax ratio and rate to determine the estimated annual real estate taxes shall mean the 2011 tax ratio and rate. Exhibit 2 to the Plan captioned "Projected Operating Budget Based on Full Build- E. Out of 397 Homes Consisting of Phase 1 (273 Homes) and Phase 11(124), Estimated Common Expense Assessments and Letters of Budget and Insurance Adequacy" is amended and supplemented by the Projected Operating Budget for Full Occupancy (397 Homes), Estimated Common Expense Assessments and Letters of Budget and Insurance Adequacy. 3 1240630 .03 Exhibit 5 to the Plan captioned "Management Agreement" is replaced with F.to this Third Amendment to the Plan. Exhibit 5 G. Exhibit 7 t the Plan captiOiied "Specimen Owner's Policy of Title Insurance" is replaced with Exhibit 7 captioned "Specimen Owner's and Loan Policy of Title Insurance" to this third Amendment to the Plan. H. Exhibit 8 to the Plan captioned "Amendment and Supplement to the Declaration of Covenants and Restrictions for The Village Grande at English Mill" is supplemented by Exhibit 10 to this Third Amendment to the Plan captioned "First Amendment and Supplement to the Declaration of Covenants and Restrictions for The Village Grande at English Mill." The Developer hereby represents that, to the best of its knowledge, information and belief, the statements and representations contained herein are true and accurate. D.R. HORTON, INC. - NEW JERSEY dlb/a SGS COMMUNITIES, DEVELOPER 4 1240630 .03 EXHIBIT PROJECTED OPERATING BUDGET BASED ON FULL BUILD-OUT OF 397 HOMES CONSISTING OF PHASE 1(273 HOMES) AND PHASE 11(124 HOMES), ESTIMATED COMMON EXPENSE ASSESSMENTS AND LETTERS OF BUDGET AND INSURANCE ADEQUACY 1240630.03 run DUIIU UUi DUUge 901 S. I IIOOPEK KU FU BUX SUbU Based on 397 Homes VALLEY FORGE PA 19484 7zip Rig) $229/UnftlMonth OPERATING INCOME 60200 ASSOCIATION FEES 1,088,788 64000 LATE FEE INCOME 1,050 64075 CCS COLLECTIONS 0 64100 LEGAL INCOME 0 .64280 US POSTAL CHARGES 0 64300 NSF CHARGES 0 65050 KEY INCOME 0 65600 POOL INCOME 315 68550 SNOW ASSESSMENT 0 69018 INITIATION FEE 3,500 69050 DEVELOPER CONTRIBUTION 0 GROSS OPERATING INCOME 1.093,653 BAD DEBT 70500 BAD DEBTS 32,664 TOTAL BAD DEBT 32,664 OPERATING EXPENSES GENERAL MAINTENANCE & REP/ 72050 MAINT SUPPLIES 0 72300 SUB-CONTRACTOR MAINT 0 72355 COMMON AREA MAINTENANCE 763 TOTAL GENERAL MAINTENAN 763 GROUNDS MAINTENANCE 74100 LANDSCAPING MAINTENANCE 331,009 74108 LANDSCAPE MNT-UNITS . . 0. 74109 LANDSCAPE MNT-COMMON 30000 74200 LANDSCAPING IMPROVEMENT 39,300 74226 TREE MAINTENANCE 16.796 74264 IRRIGATION WATER 181,000 74267 IRRIGATION ELECTRIC 3,054 74272 IRRIGATION MAINTENANCE 53,000 74300 SNOW & ICE REMOVAL 58,023 TOTAL GROUNDS MAINTENAN 712.182 RECREATION 75020 CLUBHOUSE INTERNET 0 75030 CLUBHOUSE CABLE TV 3,150 75033 CLUBHOUSE CABLE/DSL/TEL 0 75050 CLUBHOUSE CLEANING 15,750 75055 CH CLEANING SUPPLIES 1,765 75058 C/H WINDOW CLEANING 1,050 75070 CLUBHOUSE ELECTRIC 23.100 75090 CLUBHOUSE GAS 7.875 75105 CLUBHOUSE HVAC MAINTENA 1.575 75111 C/H MAINTENANCE 1,155 75130 CLUBHOUSE MAINTENANCE/S 0 75135 CLUBHOUSE SUPPLIES 1,575 75185 CLUBHOUSE SECURITY SYST 525 75195 CLUBHOUSE FIRE PROTECTI 420 75210 CLUBHOUSE TELEPHONE 1,050 75229 CLUBHOUSE EXTERMINATING 1,260 75230 CLUBHOUSE WATER 4,200 75232 CLUBHOUSE TRASH 945 75235 CLUBHOUSE SEWER 2,310 75237 CLUBHOUSE EQUIPMENT 630 75241 RECREATIONAL MPJNTENANC 1,785 75244 RECREATION ACTIVITY 0 75355 POOL CONTRACT-OUTDOOR 0 rull oulia iLIt Budget - Printed: 11/15/2011 Based on 397 Homes VALLEY FORGE PA 19484 75360 POOL OPERATIONS 57,750 75365 POOL CONTRACT-INDOOR 0 75400 POOL REPAIRS & MAINTENA 5,250 TOTAL RECREATION 133,140 PAYROLL & BENEFITS 75635 ONSITE STAFF P/R 50000 TOTAL PAYROLL & BENEFIT 50 000 TAXES & INSURANCE 77100 FEDERAL TAXES 1,527 77flfl DDf'DDTVII lAO lMllOAMf .s 77508 INSURANCE-UMBRELLA 2,296 77700 WORKMEN'S COMPENSATION 880 77795 INSURANCE-OTHER 907 77800 D & 0 INSURANCE 3,776 TOTAL TAXES & INSURANCE 22,601 ADMINISTRATIVE & OTHER EXPE 78100 OFFICE SUPPLIES 1,832 78115 OFFICE EQUIPMENT 916 78150 POSTAGE & SHIPPING 0 78160 PRINTING & POSTAGE 2,748 78400 BANK FEES 456 78450 COUPON ROOKS 1.527 79300 SOCIAL COMMITTEE 0 79435 CAI MEMBERSHIP 229 79700 MISCELLANEOUS EXPENSE 1,374 TOTAL ADMINISTRATIVE & 9,085 PROFESSIONAL SERVICES 81100 MANAGEMENT FEES 38.173 81200 LEGAL GENERAL 4.581 81300 LEGAL COLLECTIONS 4,581 81400 ACCOUNTING/AUDIT 2,231 TOTAL PROFESSIONAL SERV - 49,566 TOTAL OPERATING EXPENSE 1,010,001 NET OPERATING INCOME 83.652 RESERVE EXPENSE 88001 RESERVES ASPHALT 3,636 88001 RESERVES ASPHALT SEALCO 2.161 88001 RESERVES CLUBHOUSE RESE 6,015 88001 RESERVES DRIVEWAYS 24,566 88001 RESERVES POOL DECK AREA 2,640 88001 RESERVES POOL FENCING 440 88001 RESERVES POOL FILTERS 880 88001 RESERVES POOL FURNITURE 1,760 88001 RESERVES POOL RESERVE 5,279 88001 RESERVES SERVICE WALKS 12,160 88001 RESERVES SIDEWALK RESER 16,874 88001 RESERVES TENNIS CT FENC 704 88001 RESERVES TENNIS COURT 4,399 88001 RESERVES WALKING PATH 1,144 88001 RESERVES RETENTION 1,993 TOTAL RESERVE EXPENSE 83,652 NET INCOME / (LOSS) (0) JGS November 15,2011 Village Grande at English Mill HOA Insurance Wentworth Group do I Village Grande Road 960 Holmdel Road Egg Harbor, NJ 08234 1-lolrndd, NJ 07733 RE: Letter of Adequacy TEL (732) 834-9800 Village Grande at English Mill I-bA FAX (732) 834-0233 397 units and Clubhouse Gentlemen: In accordance with your request, we have reviewed and examined the Insurance Requirement for Village Grande at English Mill Homeowners Association located in Egg Harbor Township, NJ. Based on our analysis, we are pleased to recommend the following insurance coverage: 1. PROPERTY - Coverage would be written on a blanket basis, covering the clubhouse, fencing, light fixtures, pool, recreational facilities, and personal property owned by the Association. Coverage provided under the policy would on special causes of loss perils basis including Replacement Cost, and Agreed Amount. All property would be subject to a minimum policy deductible of $2,500 each occurrence. 2. COMMERCIAL GENERAL LIABILITY - Liability insurance would be designed to provide comprehensive protection for all common areas, including any swimming pools, and all recreational facilities. The limit under this section would be $1,000,000 each occurrence. The basic policy would be extended to include the broadening CGL endorsement which includes Personal Injury Liability, Broad Form Property Damage, Host Liquor Liability, Blanket Contractual Liability, Medical Payments, Advertising Liability, Employees as Additional Insured, Incidental Medical Malpractice, Fire Legal Liability, Extended Bodily Injury, Non-Owned and Hired Automobile Liability, in addition to other coverages. DIRECTORS AND OFFICERS LIABILITY 3. -.Coverage would be provided for all present and past members who serve on the Board of Trustees for the Association. The policy would have a limit of $2,000,000 subject to a $2,500 deductible. UMBRELLA LIABILITY - This policy would provide excess limits of liability 4. above the primary Comprehensive General Liability, Non-Owned and Hired Automobile Liability, and Directors and Officers Liability policies. A minimum of $15,000,000 for each occurrence is recommended however, higher limits are suggested for consideration by the Association. 5. COMPREHENSIVE AUTOMOBILE -If the Association owns any vehicles, this policy would be provided for a combined single limit of $1,000,000 and would also include the necessary comprehensive and collision coverage. Non-Owned and Hired Automobile Liability would also be included. COMPREHENSIVE CRIME INSURANCE 6. - This policy would provide coverage for the Association as a result of fraudulent and dishonest acts of its employees, loss of money and securities on and off premises, depositors forgery and counterfeit money and paper currency. The limit for Employee Dishonesty coverage would be $1,250,000 WORKER'S COMPENSATION 7. -Coverage would be provided for injuries to employees during the course of employment. Benefits would be based upon the statutory requirements prescribed by the State of New Jersey. The policy would be issued on a minimum premium basis subject to an audit at expiration. 8. UNIT OWNERS INSURANCE - A Homeowners Policy commonly referred to as an HO-3 or HO-5 policy, should by purchased by the Unit Owner to cover property damage to the building as well as their personal belongs, including furniture and fixtures, along with any upgrades purchased as options by the Unit Owners. Implementation of the foregoing Coverage will, in our opinion, be adequate to meet the basic needs of the Association in insuring the exposure usual to Condominium/ Townhome Association and satisfies the requirements of any mortgage lenders or management contracts. Premium summary for the coverage is shown on the attached summary sheet. Very truly yours JACOBSON, GOLDFARB & SCOTT, INC //4e4 VincentJ. Hager, CIRMS President VILLAGE GRANDE AT ENGLiSH MILL 397 UNITS INCLUDING CLUBHOUSE INSURANCE PREMIUM ESTIMATE VALUES AS OF NOVEMBER 2011 COVERAGE AMOUNT PREMIUM Property Insurance 1. $1,500,000 $13,215 Clubhouse and contents - 100% Insurable Value 397 Single family units Ordinance or Law Coverage $1,000,000 Included Loss of Maintenance Fees Actual Loss Sustained Included Commercial General Liability 2 $1,000,000 Included Directors and Officers 3. $2,000,000 $3,776 Umbrella Liability 4 $15 000000 $2,296 1 1 Hired and Non-Owned Auto 5 $1,000,000 Included 6. Comprehensive Crime $1,250,000 $907 7. Workers Compensation Statutory $880 8. Boiler and Machinery $1,500,000 Included Total Estimated Annual Premiums: $21,074 The premium estimates above are based on rates In effect in November 2011 Actual premiums may vary, based on the date coverage actually attaches. 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Attorney ........................................................ .................................................................... 1 CHANGE Statement Re: Other Jurisdictions ................................ ................................................................... 2 NO CHANGE Biographical Data Re Principals and Officers of Developer 3 NO CHANGE Certificate of Incorporation of Developer ....................................................... ................................. 4 NO CHANGE LegalDescription and Map of Property ........................................................... ................................ 5 CHANGE DeedVesting Title in Developer and Statement of Title .... .................... ........................................ CHANGE .6 Statement Re: Litigation, Orders, Judgments or Decrees Affecting Offering 7 NO CHANGE Affidavitof Vacancy.......................................................................................................................8 CHANGE Statërient Re: Service of Proposed Public Offering Statement ...................................................... 9 NO CHANGE Evidence of Registration of Developer Under the New Home Warranty and Builders' Registration Act ............................. .............................. 10 CHANGE Statement Re: Anti-Discrimination ................................................................................................ 11 NO CHANGE Statement Re: Access and Special Conditions .............................................................................. 12 NO CHANGE Sample Contract for Sale of Real Estate and Deed ................... ................................. . .................. 13 NO CHANGE Statement Re: Blanket Liens and Encumbrances Affecting theProperty ................................................................................................................................. 14 CHANGE Proposed Public Offering Statement ............................................................................................. 15 NO CHANGE Financial Statement of Developer................................................................................................. 16 NO CHANGE Statement Re: Bankruptcy Adjudication....................................................................................... 17 NO CHANGE Easements and Restrictions ........................................................................................................... 18 NO CHANGE - Statement Re: Status of Compliance with Laws, Ordinances and Regulations of Governmental Agencies ............................................................ 19 NO CHANGE AffidavitRelating to Land Sales...................................................................................................20 CHANGE Affidavit Re: Accuracy of Contents of Application for Registration........................................................................................................21 CHANGE SpecimenFidelity Coverage .........................................................................................................22 CHANGE Listing of Units and Current Monthly Rents.................................................................................23 NO CHANGE 1345373.02 • Rocc5a&jOeeQ • __ _Ax.31L c1cLA.Ltc -J...7 Vimf 20 Whon 20n.J. &4 t4a4bd 02032 t*fljd M gm CLUR I pPw.aèL NwOl720 • Ha d a .31 fl. • Gq00I4. t03TtI Ir20Y. 1aM.I0L th.tor. 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TaSanla, d.oa.o.d, by flisO C Hoy.a, Seq., AStds6.kan by Card *0. c.T.y. amtoi QSnb.o5,21104, .annbd October 49, 2124ank1.00w.g12004103113 (71*023 a.oaran oaou ztoo, *= .Egg Hai*01olandp Board ci E.laanrtari, S. try Dead (lked 0a.arr6oj t,M IStoran.d twoo15120 an tar. kiln.. Joan SoPE4. 10*033rd *0 Eat.). ci POSt 134.o.3oe. Mo. Pica. IBoan.. by Dear) U.5 12,2033.. I,nb,on.n053121001 (71*04) Dlct,ao.op, • IMod Ap421., ..andld b Gno.. Th 6wrp,.r ma Ga.r a. dca. no . Po N. . ge I. .11bdn a,no.nod no flâ. pnoth. Na... ma N. n . ..1t&J. 4644 pmp.1 (.nol. nob1 m.kk, . malg.g. .nyr a ool*ob kg.i wf.d &lbN. of .ii. • .ny N. nono.4 Oan.t N. N. D en .e tv dwe .1G. bDp d N. G.2 pg.. l9.a.a.. lb. Gamy ann. AM-W t% - Cn.cL,LC..eNnoJ...e1 LJUbtyConpeoy STAlE OF NEW ERSEV.GOU1fIIY OF OF I cEHrrYl.s w APM * 2O6 Robat S--ft pwowwlya.n• beG.. me .dme.Mdgl a., QW4 lb ny Ca.c Lnod. LLO nod In eam aep.GIp be pwnonetIy a.d lall the kny ma waofno, d.ha1 NI. Onod en No mnnç.no1 nod dno4 ad lmpmd. ml. bnodG. N. N. alyi no.1.1 nod $3lonono.oOen awalda.N. pIn 00 lb be pInG. N. G.nf.rO' WI. (m*I • N. NJ nod adnol ndfkoolInn I. d.1n.1 No N.J.5.0. YINiao . Ron .nono. my CRARDZTrfl*AG4UC UI .kN.R.onr v.7-WI - - Booki 2341 CFN#2006050730 Page 2 of? GIIREP.3 State of New Jersey tII SELLERS RESIDENCY CERT1FICATIONIEXEMPTION (C.66. P L 2004) imusym-mliffTil M., Name(s) Cane* Land. U.0 Cwient Reader MireU; 30 We nQtOnAvomJ. Ste 84 State p Cqde Clv, loan. Pont Cffwe oeo Bnkteso pi 111:41w PhOne 858 ) I )857.lX)65 • ( • MOCI45) Logs) Dueltiler Street State Town. Pent 018w ESU HoberlownaNp NJ Sellars Perew4aoe of uwmmv CA03ing Date • 13% 8100.000.00 4/IW2OOb (Chacktft~ Box) • ASSURANCES ApiiroPiaw SELLER reelltent taupeynt of Stale at New Jersey pursuavtio IUSA 54k1-i at eeq. end w(U me a • i. I ore a ta 610 tales m any 51111 or Income from the dsposhlon of Oil* p.ope,. intern and pay wyPP&a £,wx.me x retd or transterrod In excirsInety am my ip*49al residanu prspeij being teed svvtt'ln Ure tneantfl9 04 SeCten 121 2. 0 The real Code otiOB6. 26U,S Liii. 04 the uthitematRevenue I am a nsetyaer oonveybi the mort5aad piriperty In. a .nert5agee in InmdO5UlO or In a hJnn?e, in lieu foactevom with 9 Of a&MloruJ owsleltralium Bow. n agency or authority of the Lhtited States orjrjnèrtca. all agency or authority owmianx or trorelem In the Slate 4. 9 o JereeY the Fodo(eI National M0115a56 Meodatse, liw Federal llama titan 01 f New Mortgage Corporation, the Goewiaflent National Ihaigage MSodebrnl or a prOrate mortyaØe buurairce tiperr,. butt end at auth not ioquieed In 5 9 $lJ&is eat beJldual estate or mats an &knotad payment purstewe to tU sst&i a at S.Q. a 9 m total oucidoreitor; lof Ito propody is 31.000 or lest and an rnd the aeber. In 101 requ.ad to make anacimeted payrnord purauaztth NASA 64Ar5-1-1 at &Q% DECLARATION -- LLER(S) SF W T1.a or01eth.ed eaield&IoXthI ddnvaftn aid la mcd.r40 May be fritOSeed or loestand re 8w Now .leraey DW on len and bat any She t8wm.nl anatbed hevale mobS be pabIne4 by foe. boptaeern.nl or br4t Itwthcoamadodrie 8w I have reramtned Its dectealto..etj, 10 Ste land at m Inanhoge and befid it In meed end cavetilot. j Oele fiiiinlot a P niiavo.,..ae.,..1 p. yen Dote sl Phaw '.iPotlo no ranoao,bo Fan 600k12341 CFN#2006050730 Page 3 of 7 mr..EEl..s1 5TA7EOfIRET AFFIDAVIT OF COHSIDRRA11Ob FOR 055 AT BUYER . P1.1565. - ..,d65 ftuo IQ"' 9 ChapW 15. P.1.. 2605) 4d4.6 f.5 005641,P.L 116& 1 b I '2O5. P.L '39' ' i 56 05:15.556 •05.) 9EPOICO9IPtEflMGTHl IDMfl1, PIIAGE REDThA 9I5TRUC110193 0113156 9E3E AIDE Of THIS fOPi& 8T91L OF NEW JERSCY FOR RECORDER•s 055 ONLY • 3 I A1F Paid byb • Jss. R9TYCP_________ R.r..M9114 bMn9 dRy •WOflI 000dMg 99. D.po..nL 56 I39os 1d95$. oh. b.I J. 3. lb. OIO ITh 05605656 d..ddoW I31SISAIR d.po.ss aW 60ft 3. • )OI.056999I.9IR5605 C.56...h O56.. 659., .110. O.,l0&56 b.Il05J M.nIIIC56.*p) -- 3.1 )23 CONSMERnoN 4s" S dnRIlon.9I ..,y.., 4.oLko 3.1., ... Enr56 of SIANAM PROFERTF 655555610A150N CHECKED MOW SHOULD at TAKEN Fl - • TIE OFFICIAI.TAX liST w,oti RECORD) or UM MU65CWFLJ1W WHERE 3115 PROPERTY IS tocArAp 19 A POetiC IN THE AR1II.T1000NTPERO IIaSIA. (P460,56 Q.nb. p.556 - R.ld.MI 0 O4C. R3..,656 Coopo56HE 1)56 o sd ay t..l o CAM 3A- F. pnç05y SI amnWIIS 139591 (CI... 3A pcpoty. (B) VVInAm d..snoth.s. I. p.y. Ell &SnIA. oIlbd... Pp.fld.39..sp3b.Ilod...5 I 4A 40 4C 15 - E60sptOlqodW.Pw....,I3. F.I h56IR05.56. Cod. 1965 EJ • P...., 9..d..39.C..R.I. 9R9Il.99.190d65lp.P656l-5o50.p.56..0IAPodoP.... ERo..9.nk .3.1.. 1556 64. d..d 564k oW F... 56w tW.Ay lton91.. Fft rpo.56 by C 05. PA- 196. • o.....,t 66. FL 2005 56! 1.d.RA • 0.O60RF60 39939144111919 15c3.Wd.uI: 563. AIId.M 19556196 909111y Rot. 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US • m. 31. 7111)2113 • 313_ V. 211113111 OWE M% Im • 15. 52111110 Ulu, lu Book12341 CF#2OO6050730 Page 7 of 7 STATEMENT RE: ACCESS AND SPECIAL CONDITIONS Egg Harbor is accessible from Exit 36 of the Garden State, Interchange 12 of the Atlantic City Expressway, U.S. Route 322, commonly known as Black Horse Pike, and State Route 40, all approximately two (2) miles of the Community. The major access streets to the Community is from Mill Road and Ocean Heights Avenue. Charles Jones, L.L.C. has certified that portions of the Community are located within a Special Flood Hazard Area as identified by the Federal Insurance Administration Included as part of this Exhibit 12 are the certifications issued by Charles Jones, L.L.C. Charles Jones, L.L.C. has further certified that no improvements are proposed for development in any part of the Community located in a Special Flood Hazard Area. Elevated radon levels have recently been discovered in existing homes and other structures which have been tested in New Jersey. The New Jersey Department of Environmental Protection has classified no municipalities within Atlantic County as a Tier I area for purposes of testing for the presence of radon gas in existing structures. Radon is a naturally occurring invisible, odorless gas formed underground by decaying radium. The gas, which usually rises to the surface and dissipates harmlessly, can reach elevated levels if trapped in well insulated or poorly ventilated areas. At the present time, the Developer is unaware of any reliable test to determine radon levels in soil and it is impossible to know whether elevated levels will be found in Homes constructed by the Developer within the Community. The Developer cannot represent, warrant or guarantee that the construction techniques utilized by the Developer will eliminate or reduce the entry of radon gas into a Home. Prospective purchasers should note that once a Home is constructed, the levels of radon gas that might be detected by a test are dependent upon many factors which are unique to the Home, the time of the year that testing takes place and the lifestyle of the occupants of a EXHIBIT 12 573449.01 Home. It is not possible to obtain readings of radon levels while a Home is under construction which would be reliable indicators lof levels of completed, occupied Homes; therefore, purchasers shall not be permitted to take measurements prior to the acquisition of title The Developer cannot give scientific advice concerning the existence or effects of radon. If, after the conveyance of title to a Home, an Owner conducts a test for the presence of radon gas which reliably reveals a recognized unacceptable level of same, any remedial efforts required to alleviate the problem shall be the Owner's responsibility at his sole cost and expense. To the best of Developer's knowledge, information and belief, the Community is not subject to any other regular or periodic natural or artificial forces that may have a detrimental impact on the use or enjoyment of the Community. 573449.01 STATEMENT RE: STATUS OF COMPLIANCE WITH LAWS, ORDINANCES AND REGULATIONS OF GOVERNMENTAL AGENCIES To the best of the Developer's knowledge, information and belief, all laws, ordinances, regulations or requirements of governmental agencies having jurisdiction over the property that is the subject of this Application for Registration have been complied with, including the regulations promulgated by the Department of Environmental Protection. Incorporated as part of this Exhibit 19 are copies of all governmental approvals received as of the date of this Application for Registration, which include the following: I. Township of Egg Harbor Planning Board Amended Decision and Resolution of Preliminary Major Subdivision Approval dated November 18, 2002. 2. Township of Egg Harbor Final Subdivision Decision and Resolution dated April 16, 2001. 3. Egg Harbor Township Municipal Utilities Authority Preliminary Sewerage Application Resolution #71-2001 dated July 19, 2001. 3. Developer's Agreement - The Arbors at Wood Hollow SDP 08-00 dated August 25, 2003; to which is attached as Exhibit A 4. New Jersey Department of Environmental Protection permit dated June 19, 2003 to the New Jersey American Water Company for approval of modification of water distribution system. 5. New Jersey Pinelands Commission correspondence dated August 13, 2002. 6. Atlantic County Development Review Committee Major Final Approval dated August 17, 2004. EXIIIBIT 19 1251020.01 New Jersey Department of Environmental Protection Sewer Permit dated 7. October 23, 2003. 8. Developer's Agreement dated July 2, 2004. 9. Ordinances No. 34 and 39 of the Township of Egg Harbor vacating streets. EXHIBIT 19 1251020.01 Enid L. Hyberg, Esq. YOUNGBLOOD, C0RCORPN L1'YFERTY, 1 HYB ERG & WAL]JMAN, P.A . 3205 Fire Road P.O. Box 850 Egg Harbor Township, NJ 08232 (609) 645-2201 Attorneys for Egg Harbor Township Planning Board APPLICATION OF DiMARCAN, LLC FOR TOWNSHIP OF EGG HARBOR PRELIMINARY MAJOR SUBDIVISION APPROVAL PLANNING BOARD FOR BLOCK 3301, LOTS 9 AND 18 AND BLOCK 3302, LOTS 96-101 FOR A PROJECT KNOWN AS ENGLISH MILL SECTION I APPLICATION NO. SDP 25-01 APPLICATION OF DIMARCAN, LLC FOR PRELIMINARY MAJOR SUBDIVISION APPROVAL FOR BLOCK 3301, LOTS 9-11 AND 18; BLOCK 3302, PART OF LOT 10, LOT 92-94 AND 96- 101 AND BLOCK 4001, LOTS 2, 3 AND 6 FOR A PROJECT KNOWN AS ENGLISH MILL SECTION II APPLICATION NO. SD? 16-02 M4ENDED DECISION AND RESOLUTION THIS MATTER having been heard by the Planning Board of the Township of Egg Harbor on September 9, 2002 and continued on October 21, 2002, at a regularly scheduled meeting at the Township Hall of Egg Harbor Township and the Board having reviewed the Applications and 11rj92 plans as submitted and a quorum being present; and WHEREAS, the Egg Harbor Township Planning Board has heard the - 0testimony of James A. Mott, Planning Board Engineer, and received his '\reports dated August 30, 2002, attached hereto and made a part hereof; and WHEREAS, the Egg Harbor Township Planning Board has heard the T1 -9 testimony of Christopher Rehrnann, Planning Board Planner and received his reports dated September 3, 2002 for English Mill Section 1 and II, attached heretQ and made a part hereof; and WHEREAS, Although, the Applicant has submitted two Applications, one for English Mill Section I and one for English Mill Section II, the project will be constructed as one development consisting of 397 residential detached single family dwellings for an age restricted planned adult community. Two separate Applications were filed due to the finalization of the contractual arrangements with the owners of the various tracts of land; and EA, the Egg Harbor Township Planning Board has reviewed the Applications submitted by the Applicant together with the following materials: ENGLISH MILL SECTION I: Preliminary and Major Subdivision Plans prepared by Consulting Engineer Services dated :July 27, 2001, last revised August 22, 2002; Survey and Topographic Plan prepared by Millennium Surveying & Mapping dated February 22, 2001, last revised June 24, 2002; Environmental Impact Statement prepared by Consulting Engineer Services dated August 2, 2001, last revised August 23, 2002; Community/Fiscal Impact Report prepared by Consulting Engineer Services dated August 2, 2001, last revised August 23, 2002; Traffic Impact and Air Quality Report prepared by Shropshire Associates, LLC dated August 2, 2001, last revised May 16, 2002; Sewer and Water Report prepared by Consulting Engineer Services dated August 7, 2001; Egg Harbor Township MUA Approval Letter dated July 19, 2001; Modification Report prepared by Consulting Engineer Services dated October 8, 2001; Letter of -2- 268/2a5.deC 10/21/02 No. 1563 issued by The Pjnelands Commission dated Interpretation October 4, 200.1; Certification of Paid Taxes issued by the Egg Harbor Township Tax Assessor dated October 9, 2001, Open and Recreation space Narrative prepared by Consulting Engineer Services and Certificate of Filing prepared by The Pinelands Commission dated February 22, 2002; ENGLISH MILL SECTION II Preliminary Major Subdivision Plan prepared by Consulting Engineer Services dated June 7, 2002, last revised August 22, 2002; Environmental Impact Statement prepared by Consulting Engineer Services dated June 24, 2002, last revised August 23, 2002; Community Impact Report prepared by Consulting Engineer Services dated June 24, 2002, last revised August 23, 2002; Stormwater Management Report prepared by Consulting Engineer Services dated June 24, 2002, last revised August 23, 2002; Site Photograph submitted by Consulting Engineer Services, undated; Traffic Impact and Air Quality Report prepared by Shropshire Associates, LLC dated August 2, 2001; Sewer and Water Report prepared by Consulting Engineer Services dated August 7, 2001; Egg Harbor Township MUA Approval Letter dated July 19, 2001; Modification Report issued by Consulting Engineer. Services dated October 8, 2001; Letter of Interpretation No. 1563 issued by the Pinelands Commission dated October 4, 2001; Certification of Paid Taxes issued by the Egg Harbor Township Tax Assessor dated October 9, 2001; Certificate of Filing issued by The Pinelands Commission dated October 21, 2002; and WHEREAS, the Egg Harbor Township Planning Board, based upon the exhibits submitted, the reports and testimony of the Planning Board -3- 26B/285.dec 10/21/02 Engineer and the Planning Board Planner, and the testimony Presented on behalf of te Applicant, makes the following findings of fact:. 1. The Applicant is DiMarcan, LLC., a Limited Liability Company, with offices located at 30 Washington Avenue, Suite B-4, Haddonfield, New Jersey. At the time of the hearing, the Applicant was represented by Stephen R. Nehrnad, Esquire, of the law firm of Perskie, Nehmad and perillo, P.C. with offices located at 4030 Ocean Heights Avenue, Egg Harbor Township, New Jersey. 2. The Applicant has submitted properly filed Applications, all required documents, has paid all required fees and has complied with the notice and advertising requirements of the Municipal Land Use Law. The subject property is split zoned between the KB and 'RG-3 zoning districts. The proposed planned adult community consisting of single- family residential detached dwellings will be constructed only within the RG-3 portion of the site situated to the north and south of High School Drive. The Applicant proposes to subdivide approximately 19.73 acres of land known as Block 3301, Lots 9-11 and 18, Block 3302, Lots (p/o) 10, 92-94, 96-101 and Block 4001, Lots 2, 3 &6 of which 74 acres will be reserved for future commercial development in the JiB Zone as part of the Section I development, 19.27 acres will be reserved for future high school development as part of the Section II development, and the remaining 172.99 acres of land will be reserved for 397 residential detached single-family dwellings for an age restricted planned adult community. The proposed project will be constructed in two sections, under two separate applications, but as one unified planned adult community project. Under Application SDP -4- 268/28S.eC 10/21/02 25-o1/R3, the Applicant is seeking preliminary major subdivision approval of approximately 85.73 acres of land located to the south of High School Drive to create 261 lots, 253 of which will be used for single family residential detached dwellings for a planned adult community. An additional 49.59 acres of land located to the north of High School Drive and reserved for future development will be included with English Mill Section I due to proposed storrnwater improvements for Section I on the site. Under Application SDP 16-02, known as English Mill Section XI, the Applicant proposes to subdivide approximately 87.26 acres of land located to the north and south of High School Drive to create 151 lots, 144 of which will be used for single family residential detached dwellings for a planned adult community. The proposed planned adult community will include active and passive recreation and open space. The proposed planned adult community will have access onto Mill Road (County Road 662) and High School Drive. The Application is a conditional use within the RG-3 Residential District. 3. The project will be serviced by public water provided by the New Jersey-American Water Company and public sewer provided by the Egg Harbor Township MUA. 4. At the time of the hearing of the Applications, the* Commissioner of the Department of Environmental Protection had issued an Administrative Order prohibiting the New Jersey-American Water company as the purveyor of water services in this area from providing water for use in the construction or subsequent utilization of any new building, dwelling, structure, facility or other development within -5- 2G8/28S.deC 10/21/02 the Township of Egg Harbor except for such new building, dwelling, structure, facility or other development for which a construction permit has been issued prior to the date of the Administrative Order, being September 22, 2002. 5.. At the time of the hearing, the Applicant marked and introduced into evidence the following exhibits: A-J. English Mill I Site Plan; A-2 English Mill Overall Site Plan; A-3 English Mill Aerial Photo; A-4 English Mill Comparison Chart; A-S English Mill Open Space/Tree Preservation Comparison Chart; A-6 English Mill Benefits to the Community; A-7 Tree Preservation Plan; A-B Community Photos; A-9 Lifestyle Photos. 6. John Canuso, a Principal in DiMarcan, LLC, provided testimony regarding the proposed project. Initially, Mr. Canuso explained to the Board why the project, while being developed as a single planned adult residential community, was filed in two separate Applications. Mr. Canuso stated that certain lands were acquired from private individuals while other lands were a part of an exchange agreement among Egg Harbor Township, the Egg Harbor Township Board of Education and the Applicant. Due to the length of time of the negotiations, the proper€y that was part of the tn-party agreement among the Township, the School Board and the Applicant, was filed subsequent to the Application for the lands acquired from private individuals. -6- 2B/2BS.deC 10/21/02 . Mr. Canuso referenced the project at English Mill, both Sections I an4 II, as being similar to the 'Little Mill" planned adult community that was previously approved by the Board. The project proposes a planned adult community which is a conditional use in the RG-3 Zone. A Homeowner's Association is proposed for both Section I and Section II and both Sections will be developed and exist as one community. 8. Mr. Canuso testified that the plan meets or exceeds all of the conditional use requirements set forth under Section 225-73 of the Egg Harbor Township Zoning Code as it pertains to planned adult communities. Mr. Canuso further testified that the minimum required open space for a planned adult community is 20% of the net acreage of the site after the subtraction of all designated wetland, buffer areas or areas to be utilized for stormwater management. Mr. Canuso testified that the project, being defined as English Mill Section I and Section II, provides 30% open space or approximately 3645 acres. This is well in excess of the .20% as required under the Ordinance. When the wetland basins are included, the amount of open space rises to 43k of the total site or 74.52 acres. 9. The proposed development provides for small lot cluster development with the average lot size being 53 feet by 113 feet. The Applicant proposes a density of 2.29 Units per acre, which is permissible subject to the purchase of .25 PIJC for each unit exceeding the PDC density of 2.25 units per acre.. 10. Mr. Canuso along with Design Engineer, Henry Haley, provided testimony regarding the proposed tree preservation for the project. -7- 26a/265.dec 10/21/02 The minimum preservation requirement under the Egg Harbor Township Ordinances, which is 35% per lot, amounts to a minimum preservation of 19.82 acres. Although the Applicant is unable to satisfy the tree preservation requirement per lot, the Applicant has provided testimony that through the establishment of mandatory buffers and other open space. the Applicant is able to satisfy the intent of the Ordinance on a project wide basis by preserving 60.66 acres. Mr. Haley testified that it is impossible for the Applicant to maintain a 35% tree preservation on each lot and accomplish the necessary grading to construct the project. The Planning Board requests and the Applicant has agreed to provide a vegetation plan for each lot and as a condition of approval shall provide a phased clearing plan to the Planning Board Engineer at the time of the filing of the Application for Final Approval. 11. Mr. Haley provided detailed testimony regarding the buffers on the site. Mr. Haley testified that there is a 50-foot buffer along all rear yards on High School Drive and that the buffer will be deed restricted such that all trees located within the buffer cannot be removed. As a further condition of approval, the Applicant has agreed to add supplemental plantings where necessary and as required by the Planning Board Engineer and Planner. 12. Mr. Haley provided detailed testimony regarding the subdivision plan. He indicated that there are two wet basins along the entrance at Mill Road. These basins will have fountains and be properly landscaped to provide a favorable visual appearance for the community. The remaining four basins are located throughout the site. 268/285.dec 10/21/02 The Clubhouse will be located at the entrance and will be the subject of a separate ,site plan application. The Applicant also proposes to complete High School Drive out to Tremont Avenue with full width overlay, with curbing and sidewalk on the north side. 13. Mr. Haley testified that the Applicant proposes the establishment of a Homeowner's Association and all appropriate documents regarding the creation of the association as well as all appropriate declarations and. covenants thereof shall be submitted to the Planning Board Solicitor for review. The Association will own and maintain all basins as well as provide for unifoxin landscaping for the properties. . No fences will be permitted for the individual lots. The lots will also be deed restricted to provide for decks and patios to be of a certain size and material. No sheds, outdoor storage or individual gardens will be permitted. Owners must receive approval from the Homeowner's Association. to deviate from any of the landscaping plans. The Township will be responsible for snow and trash removal. 14. Mr. Haley stated that there is a 25-foot wide proposed buffer between the lot designated for future high school expansion and the project. The Applicant has agreed to install a fence between the project and the proposed future development of the high school to be located on Block 3302, Lot 414. The Applicant has also agreed to install a fence between the project and the Township property located on Block 3301, Lot 17. This fence shall be of solid construction, either board-on-board or vinyl. -9- 26B/285.dec 10J21/0 15. As part of the Application,, the Applicant is seeking the following checklist waivers for both Section I and Section II: From Item 2 that the plans be drawn at a scale of one inch A. equals 50 feet. The Applicant provided testimony that in order to show the entire tract on one sheet due to its size, the Applicant cannot satisfy this reQiremeflt. Based upon the recommendation of the Planning Board Engineer, the Egg Harbor Township Planning Board hereby grants the checklist waiver for both Application SDP 16-02 and Application SDP 25-01, English Mill Section II and English Mill Section , respectively, from Item 2 as set forth above. 16. The Applicant is seeking the following design waivers for SDP 16-02 English Mill Section II: A. From Section 94-22A(2) to provide the location of all specimen trees and individual trees greater than 15 inch dlljhr B. From Section 94-28A(l0) the design of open space area; C. From Section 94-36 which provides a maximum lot clearing for lots having an area of less than 10,000 square feet to 65% of the lot cleared; D. From Section 94-44F(1) from sodding the side slopes and basin bottom; E. From Section 94-44F(3) (h) [6] to design the basin as a two stage structure; 17. In support of the requested design waivers, the Applicant provided the following testimony. The Applicant is requesting a partial waiver from Section 94-22A(2) in that the Applicant selected -10- 260/285.dec 10/21/02 four random areas on the site for the purposes of identifying all specimen trees and individual trees greater than 15 inch dbh The Applicant provided testimony that it was unable to locate any specimen trees or tress with 15 inch dIDh in the areas chosen The Applicant stated that because the Applicant will be clear cutting the site, it is requesting a waiver from having to identify all specimen trees and individual trees greater than 15 inch dbh other than those identified in the random study. In support of the request from the waiver of the open space areas, Mr. Haley testified that while the design standard provides that open space area should weave between dwelling units generally respecting a minimum width of 50 feet and periodically widening out into significant Sand usable recreation areas, the Applicant has designed the site with Open space areas having a width of 25 feet in some areas and 50 feet in others. Mr. Haley described the proposed open space areas, which emanate from the two wet basins around the perimeter of the site and extend into other areas in the center of the site in a finger .pattern, as satisfying the intent of the Ordinance although the literal intent may not be met. In support of the waiver from the selective clearing requirement, the Applicant provided testimony that although it is clearing more on the individual lots it will be providing a revegetation plan for each lot. Moreover, the overall tree preservation on the entire site (Section I and II) is approximately 60 acres. As a condition for granting this waiver, the Planning Board Engineer stated that the Applicant shall provide a phased clearing plan as part of its Application for Final Approval which will identify the phases of clearing as well as what areas will 2B/285.eC 10/21/02 be cleared. The Applicant further agrees to supplement all remaining buffers to th satisfaction of the Planning Board Engineer and to provide the design of the open space such as pedestrian trails and walkways at the time of submission for final approval. In support of the waiver for sodding the side slopes and basin bottom, the Applicant provided testimony that two of the basins will be wet basins, with fountains, the remaining basins will have the sides sodded and the basin bottom will be vegetation free soil. In support of the waiver from designing the basin as a two stage structure, the Applicant provided testimony that it will place a note on the plans indicating that the basins will be thoroughly, scarified and cleaned prior to -acceptance. 18. Based upon the testimony provided by the Applicant's Engineer, the recommendation of the Planning Board Engineer, and the Applicant's testifying that it will agree to the conditions imposed with regard to specimen trees, the design of the open space areas and selective clearing, the Egg Harbor Township Planning Board hereby grants the design waivers set forth for English Mill Section II set forth in Paragraph 16 above. 19. The Applicant is requesting the 'same design waivers for English Mill Section I, Application SDP 25-01 with the addition of a design waiver from Section 94-24B(2) that side lot lines be either at right angles or radial to street lines. Mr. Haley testified that approximately eight of the interior lots are designed with non-radial lot lines in order to provide curvature that will improve the design features of the subdivision. - 12 - 2€8/265.dec 10/21/02 Based upon the testimony provided by the Applicant's Engineer, the recommendation of the Planning Board Engineer and the Applicant's agreement to the conditions imposed with regard to specimen trees, design of open space and selective clearing, the Egg Harbor Township Planning Board hereby grants the design waivers from Section 94-22, Section 94-24E(2), Section 94-28A(lO), Section 94-36, Section 94- 44F(l) and Section 94-44F(3) (li) [6]. 20. As part of the Application, the Applicant is requesting variance relief from Sections 225-73D(8) and 225-73C(5) to permit lot width variances for interior and corner lots in Section II, specifically, Lots 407, 408, 409, 410 and 412 and lot width variances for interior and corner lots in Section 1, specifically Lots 254, 257, 258, 259, 260 and 261. In support of the request for the lot width variances for the corner lots and interior lots, Mr. Haley provided testimony that the purpose for minimum lot widths is to provide adequate light, air and open space between buildable lots. Because the proposed lots for which lot width variances are requested are open space lots, there is no need to apply this principle to these lots. Moreover, benefits to be served by providing a favorable visual environment by permitting the deviation from the lot width requirement. would outweigh any negative impacts of which Mr. Haley testified there are none. 21. Based upon the testimony of the Applicant's Engineer and the recommendation of the Planning Board Engineer, -the Egg Harbor Township Planning Board hereby grants interior lot width and corne.r lot width - 13 - 268/85.deC 10/2/02 407, 408, 409, 410 variances for lots and 412 for Section II and Lots 254, 257, 258,.259, 260 and 261 for Section I. 22. Mr. Haley testified that the Pinelands Commission has filed an Amended Certificate of Filing requiring the Applicant to provide for an emergency access road that will connect Road "L" and Road "Jo. The Applicant will revise the plans which may require the relocation of certain lots to provide for the proper access, the access road, will have a stabilized base and will have grass payers that will be able to withstand the load of emergency vehicles. 23. The Applicant's Engineer, David Shropshire, testified regarding the effect of the project on the intersections of High School Drive and English Creek Avenue and Mill Road and Ocean Heights Avenue. Mr. Shropshire testified that at full build-out there will be a need for a traffic light at the intersection of High School Drive and English Creek. Mr. Shropshire. stated, that because English Creek is a County Road, the County will calculate the amount of the Applicant's fair share contribution toward the installation of the traffic light. Additionally, with regard to the intersection of Mill Road and Ocean Heights Avenue, Mr. Shropshire stated that preliminary discussions with the County have indicted that no signalization is. warranted at this time. However, in the event that signalization i8 required, the Applicant will make its fair share contribution if the County requires. 24. The Egg Harbor Township . Planning Board in granting preliminary subdivision approval to English Mill Sections I and II, hereby recommends that the intersection of High School Drive and - 14 - 268/28S.dec 10/21/02 English Creek be signalized as well as the intersection of Mill Road and Ocean Heights Avenue and that the Applicant pay its pro rata share thereof. As to any improvements of High School Drive that may be warranted as a result of the signalization of the intersection, the design will be deferred to the time of final approval. However, the Applicant has agreed that the Township/ Planning Board Engineer shall be party to all discussions with the County regarding any improvements of this intersection. 25. At the time of the initial hearing on September 9, 2002, several members of the public spoke. The public hearing was closed with the understanding Ithat it would be reopened at the October hearing to allow any members of the public to speak either for or I against the project. The Applicant and the Planning Board hereby incorporate all of the testimony given at the September hearing by members of the public at the October hearing. Ed Banfe of 3 Dixon Drive, Medford, New Jersey, the owner of Block 3302, Lot 95 testified that IvinS Avenue is a paper street that extends to his lot. He had requested that the street be improved to his lot and that there would be utilities available for his connection. In response to issues raised by Lou Needly of 19 High School Drive and Tim and Jeanie. Martinolich of 13 and 15 High School Drive, the Applicant testified that there will be a 50 foot buffer along all rear yards on High School Drive. The buffer will be deed restricted such that any trees located in the buffer will not be removed. The Applicant has also agreed as a condition of approval to supplement the buffer with additional plantings as required by the Planning Board Engineer. - 15 268/285.deC 10/21/02 The Planning Board recognizes the Administrative Order of 26. the New Jersey Department of Environmental Protection ordering and directing the New Jersey-.Pxnerican Water Company as a purveyor of water in this area not to distribute or provide water for use in the construction or subsequent utilization of any new building, dwelling, structure, facility or other development in Egg Harbor Township unless a construction permit had been issued prior to the date. of the order, that being September 22, 2002. Although there have been certain exceptions and the establishment of a hardship exemption procedure subsequent to the date of the order, the Egg Harbor Township Planning Board specifically states that any approval granted to the Applicant by the Planning Board shall not be construed or interpreted as •a tactic recommendation that a hardship exemption be granted to the Any approval granted herein is mandated by N.J.S.A. Applicant. 40:5ED-22 which provides that if an application for development complies, with the municipal development regulations, the municipal agency shall approve such application conditioned on removal of such legal barrier to development. 27. At the time of the second hearing on October 21, 2002, the Planner for the Planning Board stated for the record that his first would have to be disqualified from further review of the Application due to a conflict of interest. Because of the alleged conflict of interest, the Planning Board Engineer would assume all duties of the Planning Board Planner on this project. In light thereof, the Applicant provided testimony that it will comply with the comments set forth in the Planner's report dated September 3, 2002 for Section II - 16 268/285.deC 10/21/02 ,002 for Section I and the Engineer's report dated and September 3, 2 August 30, 2002 for Section II and Section I to the extent not modified herein, with the understanding that compliance therewith shall be monitored by the Planning Board Engineer's Office. 28. The Planning Board specifically finds that the Applicant shall have the benefit of a five year period of zoning protection as permitted under N.J.S.A. 40:55D-49d with regard to the preliminary approval granted herein. NOW, THEREFORE, a motion having been made and approved by a vote of eight (8) in favor and none (0) opposed, the Egg Harbor Township Planning Board hereby grants preliminary major subdivision approval, conditional use approval, along with design and checklist waivers as req-uested, and lot width variances for interior lots and corner lots for SDP 16-02 English Mill Section II and SDP 22-01 English Mill Section i, subject to the following terms and conditions that are applicable to both Applications: The Applicant shall comply with the review comments of the • A. Planning Board Engineer and the Planning Board Planner in their reports to the extent not modified herein. Agreement by the Applicant to specific items not contained. B. within this Decision and Resolution, but which are otherwise set forth in the Application, which are contained in the record of the hearing of this Application, and are adopted by reference, even though not set forth herein at length. - 17 - 26/25.deC 10/2/02 The approval granted herein is contingent upon the Applicant C. receiving the . approval of any and all governmental agencies having jurisdiction. D. The Applicant has agreed that High School Drive to Tremont Avenue will be improved with full width overlay, with curbing and sidewalk on the north side. E. The Applicant shall revise the plans to provide for an emergency access road connecting Road ULU and Road "H" as required by the Pinelands Commission, improved with a stabilized base and grass payers. F. The project will be constructed in conformance with the waivers granted herein and.shall be used as a planned adult community for age 55 and older in conformance with the Cectificate.. of Registration filed with the Department of Community Affairs. C. The Applicant has agreed to install a. solid fence either board-on-board or of vinyl construction between the project and Block 3301, Lot 17, a public works yard owned by the Township. H. The Applicant has agreed to install a fence between the proposed future expansion of the high school and Block 3302, Lot 14 and the project. I. The Applicant has agreed to contribute its fair share toward the sigralization of High School Drive and English Creek Avenue and any signalization that may be required by the County at the intersection of Mill Road and Ocean Heights Avenue. J. The Applicant has agreed as a condition of approval that any improvement of High School Drive shall be deferred until the time of 268/285.dec 10/21/02 final approval. However, the Applicant has agreed that the Egg Harbor Township Planning Board Engineer shall be made a party -to any and all discussions with the County regarding the improvement of High School Drive iand English Creek Avenue. K. The Applicant shall provide to the Planning Board Engineer prior to the time of submissipn of an Application for Final Approval a phased clearing plan setting forth in specifics those areas that will be cleared to the satisfaction of the Planning Board and Township Engineer. L. As a condition of approval, the Applicant shall supplement all remaining buffers to the satisfaction of the Planning Board Engineer. As a condition of approval, the Applicant shall provide a N design of the proposed open space at the time of the submission of the Application for Final Approval providing details of a.pedestrian trail and walkway. The approval granted herein is conditioned upon the removal N. of the legal barrier to development resulting from the Administrative Order of the Commissioner of the Department of Environmental Protection regarding the distribution or provision of water for this. development under Administrative Order No. 2002-22. The Applicant has agreed to improve Ivins Avenue to provide 0. access.for the owner of Block 3302, Lot 95. The Applicant shall enter into a hold harmless Agreement P. with the Township in accordance with Section 94-44E(6). The Applicant shall provide all homeowners all documents Q. providing for the establishment of a Homeowner's Association to the Planning Board Solicitor for review. R. The approval granted herein is conditioned upon there being no develbpment until all off-site public sanitary sewer lines are installed to the perimeter of the subject tract. S. All conditions of this Decision and Resolution shall be enforceable unless otherwise waived by the Planning Board by the withholding of building permits and/or certificates of occupancy or by any àther remedy available at law or in equity. EGG 7OR TOWNSHIP PLANNING BOARD • aC!t (4#- T, RESA WILBERT, Lanp Use J' (Y2- Administrator Dated: (I RE; DiMarcan, LLC Application Nos. SDP-25-01 and SDP 16-02 - 20 - 268/285.dec 10/21/02 IN FAVOR OF THE VOTING CHECKLIST WAIVER FOR SDP 16-02 ENGLISH MILL SECTION II: ABSTENTIONS: OPPOSED: Duffy Eykyn Flipping Garth Henry Maltz McCullough Miller VOTING IN FAVOR OF THE REQUESTED DESIGN WAIVER FOR SDP 16-02 ENGLISH MILL SECTION II: ABSTENTIONS: OPPOSED: Duffy Eykyn Flipping Garth Henry Maltz McCullough Miller VOTING IN FAVOR OF THE REQUESTED VARIANCE RELIEF (INTERIOR LOT WIDTH AND CORNER LOT WIDTH) FOR SD? 16-02: ABSTENTIONS OPPOSED Duffy Eykyn Flipping Garth Henry Maltz McCullough Miller - 2]. - 268/285.dec 10/21/02 VOTING IN FAVOR OF CONDITIONAL USE APPROVAL, CONDITIONAL PRELIMINARY AND MAJOR SITflIVIIcThT APPROVAL FOR A PLANNED ADULT COMMUNITY (SDP 16-02) ENGLISH MILL SECTION II: ABSTENTIONS: Duffy Eykyn Flipping Garth Henry Maltz McCullough Miller VOTING IN FAVOR OF THE REQUESTED CHECKLIST WAIVER FOR SDP 25-01 ENGLISH MILL SECTION 1 ABSTENTIONS: OPPOSED Duffy Eykyn Flipping Garth Henry Maltz McCullough Miller VOTING IN FAVOR OF THE REQUESTED DESIGN WAIVERS FOR SDP 25-01 ENGLISH MILL SECTION ABSTENTIONS: OPPOSED; Duffy Eykyn Flipping Garth Henry Maltz McCullough Miller - 22 - 268/2e5.dec 10/21/02 VOTING IN FAVOR OF THE REQUESTED VARIANCE RELIEF (INTERIOR LOT WIDTH AND CORNER LOT WIDTH) SDP 25-01 ENGLISH MILL SECTION I: ABSTENTIONS: OPPOSED: Duffy Eykyn Flipping Garth Henry Maltz McCullough Miller VOTING IN FAVOR OF CONDITIONAL USE APPROVAL, CONDITIONAL PRELIMINARY AND MAJOR SUBDIVISION APPROVAL FOR A PLANNED ADULT COMMUNITY SDP 25-01 ENGLISH MILL SECTION I: ABSTENTIONS: OPPOSED: Duffy Eykyn Flipping Garth • Henry Maltz McCulloucth $tarie ixf thx jrzz THE PINELANDS CoflssoN P0 Box 7 NEW LSION NJ 08064 JAMES E.MCGREEVEY (609)894-7300 Governor ExecWiz December 13, 2002 Robert Bower DiMarcan, LLC 30 Washington Ave. Suite 4B Haddonfield, NJ 08033 Piasè Always Refer To This Application Number Re: Application #83-6164.07 Block 3301, Lots 9 & 18 Block 3302, Lots 96- 101 - Egg Harbor Township Dear Mr. Bower: We have reviewed the preliminary subdivision approval and the amended preliminary subdivision appoval issued by the Egg Harbor Township Planning Board for the development of 397 single family dwellings, a lot containing a clubhouse and associated recreational facilities, four lots dedicated to open space, four lots containing storrnwater managements facilities and three lots containing storm-water conveyance easements on a 173.72 acre portion of the above 199.73 acre parcel, the installation of approximately 17,747 linear feet of public sanitary sewer main and approximately 27,150 linear feet of water main within the Mill Road and High school Drive rights- of-way and the internal roads of the subdivision and the improvement of the Oakland Avenue right- of-way from Tremont Avenue to High School Drive. Based upon this review, the approval can take effect. Copies of all other permits and approvals must be submitted to the Pinelands Commission before any such permit or approval can take effect. The subdivision plan, consisting of 49 sheets, submitted to the Pinelands Commission was prepared by Consulting Engineer Services and dated as follows: Cover Sheet undated Sheet 2 last revised 9/20/02 dated 6/7/02 Sheets 3 & 4 dated 6/7/02 last revised 11/18/02 Sheets 5 - 7 dated 6/7/02 last revised 9/16/02 Sheets 8 dated 6/7/02 last revised 11/18/02 Sheets 9 - 11 dated 6/7/02 last revised 9/16/02 http.//www.state.nj.us/pinetands/ E-mail: lnfo@njpines.state.nj.gov The Pinelands—Our Country's First National Reserve and a U.S. Bior'- New Jersey is An EqusJ Oppori;snih --'- . '.LS- '..._') L&J.J.UJ Department of Regional Planning and Development JoephM. Mibcr Dcperrmciu !fced Dennis Levinson December 23, 2002 County Ereczthve Dot ef 6O/M.!-6898 FAX. W1454 TDD 34Z-5b Mr James A. Spratt, PE RECEIVED Divisicia Consulting Engineer Services 26 Office of Gis 150 Delsea Drive Suite 1 cneultirlg Sewell, N.J. 08080 RE English Mill (Major Subdivision) Cost Estimate ET-2-2002 Date of Estimate: 1211612002 Dear Mr. Sprat The cost estimate in the amount of $191,087.60 has been considered and is XXXX APPROVED6 A performance guarantee is now required This can be in the form of a bond or letter of credit A sample form is available through this office for the letter of credit This has been created to assist you with this process Na cash or checks will be accepted EXEMPT Since the cost estimate is for less than $5,000 of improvements it is considered to be exempt from the perforrnance guarantee requirement. Therefore, no performance guarantee is required DISAPPROVED The cost estimate has been disapproved by the Division of Engineenng The foltowrng (See attached) has to be changed for the cost estimate to be acceptable If you have any questions regarding this matter, please call 645-5898 -v-- - - Sincerely, - Brian Walters, PP Principal Planner 1 00 P.O. Box 719 New Road and Dolphin Avenue Northfiekl, New Jersey 082Z5O?19 Visit our web nite &L b±p//'rww.atlinkorg A1linrit Counly za an.Eqzial Opportunity Empioer Hyberg, Esq. Enid L. YOUNGBLOOD, CORCORAN, ALELI, LAFFERTY, STACKHOUSE, GROSSMAN & GOPMLEY, PA. 3205 Fire Road P.O. Box 850 Egg Harbor Township, NJ 08232 (609) 645-2201 Attorneys for Egg Harbor Township Planning Board APPLICATION OF KENNETH STEVENS : TOWNSHIP OF EGG HARBOR ASSOCIATES FOR FINAL SUBDIVISION : PLANNING BOARD APPROVAL FOR BLOCK 5803, LOTS 54 AND 56 FOR A PROJECT KNOWN AS "THE ARBORS AT WOOD HOLLOW" : APPLICATION NO. SDP 08-00 DECISION AND RESOLUTION THIS MATTER having been heard by- the - Planning Board of the Township of Egg Harbor. on March 19, 2001, at a regularly scheduled meeting at the Township Hall of Egg Harbor Township and the Board having reviewed the application and plans as submitted and a auorum being present; and WHEREAS, the Egg Harbor Township Planning Board has heard the testimony of Vincent Polistina, Planning Board Engineer and received his report dated February 13, 2001, attached hereto and made a part hereof; and WHEREAS, the Egg Harbor Township Planning Board has reviewed the application submitted by the Applicant- together with a Final Subdivision Plan prepared by Duffy, Dolcy & McManus dated August 16, 1399, last revised December 13, 2000; and WHEREAS, the Egg Harbor Township Planning Board, based upon the exhibits submitted, the reports and testimony of the Planning Board iTTh Engineer, and the teztimoziy presented on behalf of the Applicant, , makes the following findings of fact: 1. The 2'nplicant is Zenfleth Stevens Ascc±ates, inc. with ices located, at 1920 Frontage Road, Suite 107, Cherry IW.1, N ew 3e-v. At the time of the hearing, thepp1Icant was represented by Stephen Nebmad, Esquire of the law finn of Perslzie, i'ehinad and Perjlj o with offices. located at 1125 Atlantic Aventie, Atlantic City, New Jersey 08401. 2. The Aoolicat has submitted a properly filed application, all required documents and has raid a1l required fees. 3. On Noves±eZ 20, 2000, the Egg aarbor Township Planning Board gianted preliminary ma-or subdivision app:cv-aJ. toe Qpliczit to subdivideBlb3 58031 Lots 54 and 56 to create 39 iota, 36 a f will be used for single family dwellings, one (1) lot- which will, be used for a stonwater basin and two (2) lots to be -,_-azLsferrad to the TownshiP to remain undeveloped as open apace, 4. At the time of the hearing, the ppiicant requested checklist waivers from Itee. 2 requiring that the plans be drawn at a scale of not 1E55 than one (1) inch equals fifty (50) feet and Item. 6 requiring that the names and address of the landowners withjj 200 feet be delineated on the plat. In support of the request for the waivers; the Applicant indicated that in order to show the entire su bdivtsioa on one plan, the scale must be greater than tha't as proviàsd under the Orthnance. In suppOrt of the waiver fr-cm. Item 6, the Applicant indicated that the infoumation was provided at the tine Of preliminary The Planning Board Zngineer supported the check—list ar,nrovai. wajvers. Bamed upon the testimony •.•sbrnitt•ed and the reccmne.ndatjcn of S. th Planning Board Engineer, the Egg 1Iaror cwnzhip Planning Board e ants the checklist waivers from Item 2 and rtem 6. 6...........The pv1icant will comply with the Candit-icnz imuosed at the time of preliminary major subdivision approval, to the extent no jnodjied herein The Applicant testified that he will CQ?V ) 7. y with all --ec=mendatioms contained in the Engineer's report to the extent not modified herein.. sow, TBERcIMM, a motion having been made and anroved by a vote A a seven (7) in favor and none (0) opposed, the Egg Harbor Towship grants the checklist waiyr pLanning Board hereby . z arid by a ...vcte- of. five (5) in favor and two (2) opposed, the Zgq Harbor Township ?tanning Board hereby grants approval for the final major subdivision, subject to the following terms and ccditicns: The applicant complying with the review cooiraents ciff the A. TwomshilP Engineer in his report, to the extent not modified. herein. H. AgIent by the Applicant to specific items not contained within this Decision and P,.esolutiou., but which axe otherwise set forth in i]ie app.ication, or which are contained in the record of the hearing of this application, are adopted by reference, even though not set forth herein at length. C. The approval granted herein is contingent upon the Applicant receiving the approval of any and all governmental agencies having jnr±scffction. D. Al]. Carlditions of this Decision and Resolution shall be enforceable unless otherwise waived by the ing board by the jjoidjq cf building pe=its and/or cezt-j—pir-atez of Orc=ancy or by any other remedy available at law or in EGG R p FLAMMG BOARD RD Att hajj Dated: RE: Kenneth Stevens Aociate Application No. SD-09-00 ASTENrLONS: 013O5ED: uzuvur j'uvar: ABSTENTIQNS: OPPOSED: Eyicn Flipping Garth Peed sa lav Sutton SECOND AMENDMENT TO THE PUBLIC OFFERING STATEMENT .........................EDAND PRESENTED .. BY D.R HORTON, INC. - NEW JERSEY, A Delaware Corporation dlb/a SGS COMMUNITIES having an office at 700 East Gate Drive, Suite 110 Mt Laurel, New Jersey. 08054 for Phase 1(273 Homes) out of a possible 397 Single Family Dwellings and Lots Located on Mill Road (County Route 622) Egg Harbor Township, Atlantic County, New Jersey and designated as THE VILLAGE GRANDE AT ENGLISH MILL NOTICE TO PURCHASERS THIS SECOND AMENDMENT IS FOR INFORMATIONAL PURPOSES ONLY. PURCHASERS SHOULD ASCERTAIN FOR THEMSELVES THAT THE PROPERTY OFFERED MEETS THEIR PERSONAL REQUIREMENTS. THE NEW JERSEY DIVISION OF CODES AND STANDARDS HAS NEITHER APPROVED NOR DISAPPROVED THE MERITS OF THIS OFFERING. BE SURE TO READ CAREFULLY ALL DOCUMENTS BEFORE YOU SIGN THEM. THIS SECOND AMENDMENT HAS BEEN FILED AND IS PRESENTED PURSUANT TO THE PLANNED REAL ESTATE DEVELOPMENT FULL DISCLOSURE ACT (NJ.S.A. 45:22A-21 ET Q.) AND THE RULES AND REGULATIONS PROMULGATED, THEREUNDER (N..LA.C. 5:26-1.IET SEW HOUSING WITHIN ThE VILLAGE GRANDE AT ENGLISH MILL IS INTENDED FOR OCCUPANCY BY PERSONS 55 YEARS OF AGE OR OLDER. WITH LIMITED EXCEPTIONS, A HOME MAY NOT BE OCCUPIED UNLESS AT LEAST ONE PERSON 55 YEARS OF AGE OR OLDER RESIDES IN THE HOME. NO CHILD UNDER THE AGE OF 19 YEARS MAY OCCUPY A HOME IN THE VILLAGE GRANDE AT ENGLISH MILL. THERE ARE NO EXCEPTIONS TO THE FOREGOING RULES, AND OTHER AGE RELATED RESTRICTIONS ARE CONTAINED HEREIN. EFFECTIVE DATE OF PUBLIC OFFERING STATEMENT: January 13, 2005 EFFECTIVE DATE OF FIRST AMENDMENT: March 25, 2008 EFFECTIVE DATE OF SECOND AMENDMENT: April 6, 2009 REGISTRATION NUMBER; R.3823 PREPARED BY: GREENBAUM, ROWE, SMITH & DAVIS. LLP Metro Corporate Campus I 99 Wood Avenue South Iselin, New Jersey 08830 (732) 549-5600 1072939.02 EXHIBITS eratli gBudget.based.on.246 Homes iihase.i.2.73Homes) including .- ........... ....... .... -. .2. ProJected amenities, Estimated Common Expense Assessments and Letters of Budget and Insurance Adequacy 9 First Amendment to Deposit Escrow Agreement, and Change Order No 3, and Second Amendment to Deposit Escrow Agreement, and Decrease Penalty Rider (aka Change Order No. 4. 1072939.02 SECOND AMENDMENT TO THE PUBLIC OFFERING STATEMENT FOR THE VILLAGE GRANDE AT ENQLISFI MILL D P. HORTON, INC - NEW JERSEY, a Delaware Corporation, with an office located at 700 East Gate Drive, Suite 110, Mt. Laurel, New Jersey 08054, hereby amends its Public Offering Statement for Village Grande at English Mill, dated January 13, 2005, and as previously amended by the First Amendment to the Public Offering Statement (collectively the "Plan"), as set forth herein. 1. Section 6. of the text of the Plan captioned "BUDGET" is amended and supplemented by the addition of the following paragraph after the first paragraph of that Section: "Proposed operating budgets based upon Phase I consisting of 273 Homes, and Full Occupancy consisting of 397 Homes have been included as part of the Plan. As of the date of this Second Amendment to the Public Offering Statement, the Developer projects that 246 Homes and the common amenities will be completed during the 2009 fiscal year of the Association. Accordingly, the Developer is supplementing the budgets previously included in the Plan to include the proposed operating budget, based upon the proposed completion of 246 Homes and the common amenities, under which the Community will operate during 2009." 2. Exhibit 2 to the Public Offering Statement, as amended by the First Amendment to the Public Offering Statement, captioned "Projected Operating Budget based on Phase 1(273 Homes) without amenities and including amenities and Full Occupancy (397 Homes), Estimated Common Expense Assessments and Letters of Budget and Insurance Adequacy" is supplemented by Exhibit 2 captioned "Proposed Operating Budget based on 246 Units in Phase I with amenities, Estimated Common Expense Assessments and Letters of Budget and Insurance Adequacy" appended to this Second Amendment to the Public Offering Statement. 3. Exhibit 9 to the Public Offering Statement captioned "Down Payment Bond and Deposit Escrow Agreement" is amended by the First Amendment to Deposit Escrow Agreement, to which is appended Change Order No. 3, and the Second Amendment to Deposit Agreement, to which is appended the Decrease Penalty Rider (aka Change Rider No.4). As a result of the changes to the Down Payment Bond effectuated by the Change Riders, as of the date of this Second Amendment, to the Public Offering Statement, the amount of the Down Payment Bond is $400,000.00. As of the date of this Second Amendment to the Public Offering Statement, no 1072939.02 deposits or money paid under any contracts for the sale of homes in the Developments under the Down Payment Bond, as amended, exceed $400,000. The Developer hereby represents that to the best of its knowledge, information and belief the statements and representations contained herein are true and accurate NEW JERSEY, Developer D R HORTON, INC.- -2- 1072939.02 EXHIBIT 2 • NEW YORK GIlT. New YO* • VALLEY FORGE. P84N$YLV/PM 2124-8904 610450-0600 - Propedy Moncgemer,i Coip 212-634-3944 Fox 610-650-0700 Pox Wentworth • BROOKLYN. New York • WLMIH2ON. Delaware C000erSqucise Rec4ty 718-332-0777 802-998-2115 Ams9r9 M0A098,TXEnI Se!'k.e, 71322-2855 FOX 302-998-3335 Fox Fesi Ser&e llnorxIOl • HACEEP1SACF.. New Jersey - FAIRFAX. VlginIo WosIhrnöre-ConctwcScv) -Moilenance-Ccmpcny. ksc. - 703-383--1 933 a 201-525-2400 Wentwoilh Reolty. hc. 201-525-2401 Pax 703-591-SIBS fdc WEN(WORTH GROUP - VflJ!IIS2I'.II4 : W*,Iori Insurcr,ce • LF¼flIU't..CYlLLE. IMfiT Ifl_. 895-v434 50-2B8-4634 FCIX -895-9680 Fox 703-591-5785 STATEN ISAND. 946w Yot • 8AERINGION. New Jessey • 856-546-771 718461-2222 856-546-2819 fox 718-741-2182 Fox • cay. .. JEZEY New PH9LO7IPHI& PEI4I45YLVANJA -. • 209-282-991 I Fox 21-3-218; 9ox January 14, 2009 Mitchell Newman tLR. Horton, Inc. -New Jersey NJ/PA Division 700 East Gain Diive1 Ste 110 Mt. Laurel, NJ 08054-3810 RE: Village Grande at English Mill— 24 IJniis Dear Mr. Newman We have prepared the estimated budget for the Village Grande at English Mill Homeowners Association, 246 units, at anticipated 2009 costs, for inclusion in thePublic Offering Statement. It is ow-opinion, based on our prior experience in managing similar communities, proposals received from contractors, and information received from the sponsor, that the budgeted operating estimate is reasonable and adequate under existing oircwxsstances and the estimated receipts shown will be sufficient to meet the normal anticipated operating expenses. The Reserves for Repair and Replacement were based on information received from the sponsor and its engineer and on our prior experience in managing similar comnnmifies. Because of the possibility of unforeseen cbangs in the economy or Increases or decreases in the expenses of operation, OUT estimates are not intended, and cannot be taken, as representation, guarantees or warrantees of any kind whetsoever, nor as any assurance that the actual expense or boonie of the Association, for any period of operation, may not incur additional costs unforeseeable at this time, or that the Board of Directors may not provide for services not reflected in the estimate, or that the annual assessments for any period may not Ywy from the amounts shown here. It may be expected, based upon current trends that such items as insurance, contracted labor and other related expenses will increase or decrease in the future. Very truly yours, WENTWORTB PROPE ANAGEMENT OF NEW JERSEY, [NC.. B/L.9Z. StIjhn C. ])oraii, CMCA,. AMS, PCAM VhPresideet Developer Services 100 Highway 36' Suite IA • Wesi Long Branch, New Jersey 07764 • 732-728-9690 • Fax: 732-728-2290 Village Grande at English Mill 2009 Budget Total ACCOUNT DESCRIPTION Page 1 $189.00 per home, per month OPERATING INCOME ASSOCIATION FEES $ 525.798.00 LATE FEE INCOME $ 1,050.06 ...... ........................................ .L.INOM s,00 $............. NSF CHARGES $ 3500 OTHER INCOME $ 33500 INITIATION FEE $ - DEVELOPER CONTRIBUTION $ 5300000 GROSS OPERATING INCOME $ 580,418.00 OPERATING EXPENSES GENERAL MAINTENANCE & REPAIR, COMMON AREA EXTERMINATING $ 500.00 MAINTENANCE SUPPLIES $ 500.00 SUBCONTRACTOR MAINTENANCE $ - LAKE MAINTENANCE $ 1,000.00 TOTAL GENERAL MAINTENANCE & REPAIR $ 2,000 00 GROUNDS MAINTENANCE LANDSCAPING MAINTENANCE CA $ 157,520L00 LANDSCAPING ADDI FERTILIZATION $ 15,00000 LANDSCAPING IMPROVEMENTS $ 2,167.28 IRRIGATION WATER $ 85,000.00 SNOW & ICE REMOVAL $ 4500000 COMMON AREA LIGHTING $. 91000.00 GEESE CONTROL $ 1,000.00 'TOTAL GROUNDS MAINTENANCE $ 314,68728 CLUBHOUSE CLUBHOUSE MAINTENANCE $ 3,483.33 CJH SUPPLIES $ 458.33 C/H CABLE TV $ 91667 C/H INTERNET SERVICE $ 916.67 C/H TRASH REMOVAL $ 91667 Chi ELECTRICITY $ 14,666.67 C/HGAS $ 1100000 C/H SEWER $ 4,583.33 C/H WATER $ 5,600.00 Gill HVAC MAINTENANCE $ 1,375.00 C/H CLEANING SERVICE $ 14,666.67 C/H WINDOW CLEANING $ 456.33 C/H EXTERMINATING $ 916,67 C/H REPAIRS & SUPPLIES $ 916.67 C/I-I JANITORIAL SUPPLIES $ 1,833.33 C/Fl SECURITY SYSTEM $ 91667 C/I-f EQUIPMENT MAINTENANCE $ 916.67. LOBBY MAINTENANCE $ 45833 CIH FIRE & SAFETY $ 916.67 C/U TELEPHONE $ 2,750.00 C/H RECREATION $ 916.67 PARKING LOT MAINTENANCE $ 20000 POOL MNTJRPR .. INDOOR $ 1,833.33 POOL MNT/RPR - OUTDOOR $ 916.67 POOL MANAGEMENT $ 45,000.00 Village Grande at English MIII 2009 Budget RECREATION/ENTERTAINMENT $ 4.58.33 Pane 2 BOCCI [SHUFFLEBOARD 916.67 TOTAL CLUBHOUSE $ 116,808.33 PAYROLL & BENEFITS ONSITE STAFF P/R $ 32,950.00 TOTAL PAYROLL & BENEFITS $ 32,950.00 ..•..-•.•--.-....-. ..:.:rAXES:&iNSURANCE- FEDERAL TAXES $ 100-00. PROPERIY/L1AB INSURANCE $ 15,000.00 INSURANCE-UMBRELLA $ 2,000.00 WORKMEN'S COMPENSATION $ 300.00 TOTAL TAXES & INSURANCE $ . 17,900:00 ADMINISTRATIVE & OTHER EXPENSES OFFICE SUPPLIES $ 2,500.00 OFFICE EQUIPMENT $ 500.00 POSTAGE & SHIPPING - PRINTING & POSTAGE $ 2,500.00 POSTAGE MACHINE RENTAL $ - BANK FEES $ 240.00 COUPON BOOKS $ 1050,00 SOCIAL COMMITTEE $ 300.00 PETTY CASH $ - CAI MEMBERSHIP $ 250.00 MISCELLANEOUS EXPENSE $ - TOTAL ADMINISTRATIVE & OTHER EXPENSE $ 7,340.00 PROFESSIONAL SERVICES MANAGEMENT FEES $ 31,188.00 LEGAL GENERAL $ 1,500.00 LEGAL COLLECTIONS $ 1,009.00 ACGOUN11NGIAUDIT . $ 2,000.00 TOTAL. PROFESSIONAL SERVICES $ 35,688.00 TOTAL OPERATING EXPENSES $ 529,373.61 RESERVE EXPENSE RESERVES DRIVEWAYS . $ 15,356.00 RESERVES REPAIR & REPLACEMENT $ - RESERVES SERVICE WALKS $ 7,601.00 RESERVES SIDEWALK RESERVE $ 10,547.90 ASPHALT $ 2,273.43 ASPHALT SEALCOATING $ . 1,351 .06 C/Il RESERVES $ 3,135.00 POOL DECK $ 1,650.00 POOL FENCE $ 275.00 POOL FILTERS $ 550.00 POOL FURNITURE $ 1100.00 TENNIS COURT RESERVES $ 2,750.00 TENNIS COURT FENCE $ 440.00 SWIMMING POOL RESERVES $ 3,300.00 RESERVES WALKING PATH $ 715.00 TOTAL RESERVE EXPENSE $ 51,044.39 TOTAL EXPENSE $ 580,418.00 NET INCOME I (LOSS) (0.00j $ TGS .%......... December 31, 2008 Village Grande at English Mill FIOA Insurance Wentworth Group do 208 Whitehorse Pike 960 Holmdel Road Barrington, NJ 08007 Holmdel, NJ 07733 I TEL (732) 834-9800 Me quacy BE Letter of PAX (732) 834-0233 Village Grande at English Mill HOA Homeowners Association Phase I - 246 units and Clubhouse with Contents Gentlemen In accordance with your request, we have reviewed and examined the Insurance Requirement for Village Grande at 9nglish Mill Homeo-wners Association located in Egg Harbor Township, NJ, Based on our analysis, 'we are pleased to recommend the following insurance coverage PROPERTY I - Coverage would be written on a blanket basis, covering the clubhouse, fencing, light fixtures, pool, recreational facilities, and personal property owned by the Association. Coverage provided under the policy would on special causes of loss penis basis including Replacement Cost, and Agreed Amount All property would be subject to a minimum policy deductible of t1,000 each occurrence. 2. COMMERCIAL GENERAL LIABILITY— Liability insurance would be designed to provide comprehensive protection for all common areas, including any swimming pools, and all recreational facilities. The limit under this section would be $1,000,000 each occurrence. The basic policy would be extended to include the broadening CGL endorsement which includes Personal Injury Liability Broad Form Property Damage, Host Liquor Liability, Blanket Contractual Liability, Medical Payments, Advertising Liability, Employees as Additional Insured, incidental Medical Malpractice, Fire Legal Liability, Extended Bodily Injury, Non-Owned and Hired Automobile Liability, in addition to other coverages. 3. DIRECTORS AND OFFICERS LIABILITY- Coverage would be provided for all present arid past members who serve on the Boaxd of Trustees for the Association. The policy would have a limit of $2,000,000 subject to a 2,500 deductible. 4. UIS&BREILA. LIABILITY— This policy would provide excess limits of liability above the primary Comprehensive General Liability, Non-Owned and Hired Automobile Liability, and Directors and Officers Liability policies A minimum of 315,000,000 for each occurrence is recommended however, higher limits axe suggested for consideration by the Association. 5 COMPREHENSIVEADTOMOBILE —if the Association owns any vehicles htd btid sf d also include the necessary compreherisrv'e and collision coverage Non-Owned and Hired Automobile Liability would also be included. 6 COMPREHENSIVE CRIME INSURANCE —The policy would provide coverage for the Association as a result of fraudulent and dishonest acts of its employees, loss of money and securities on and off premises, depositors forgery and counterfeit money and paper currency. The Jirnit for Employee Dishonesty coverage 'would be 1400,000. 7. WORKER'S COMPENSATION .-. Coverage would be provided for injuries to employees during the course of employment. Benefits would be based upon the statutory requirements prescribed by the State of New Jersey. The policy would be issued on a minimum premium basis subject to an audit at expiration 8 UNIT OWNERS INSURANCE - A Homeowners Policy commonly referred to as an 110-3 or HO-5 policy, should by purchased by the Unit Owner to covet property damage to the building as well as their personal belongs including furniture and fixtures along with any upgrades purchased as options by the Unit Owners Implementation of the foregoing Coverage will, in our opinion, be adequate to meet the basic needs of the Association in insuring the exposure usual to Condominium/ Towohome Association and satisfies the requirements of any mortgage lenders or management contracts. Premium summary for the coverage is shown on the attached summary sheet. VILLAGE GRANDE AT ENGLISH MILL 246 UNITS INCLUDING CLUI314OUSE AND CONTENTS INSURANCE PREMIUM ESTIMATE VALUES AS OF DECEMBER 2008 COVERAGE AMOUNT PREMIUM 1. Property Insurance $1,500,000 $11,660 Clubhouse and contents - 100% Insurable Value 246 Single family units Ordinance or Law Coverage $1,000,000 Included Loss of Maintenance Fees Actual Loss Sustained Included 2 Commercial General Liability $1,000 000 Included Directors and Officers 3. $2,000,000 $2,472 4. Umbrella Liability $15,000,000 $2,085 5. I-Iixed and Non-Owned Auto $1,000,000 Included 6. Comprehensive Crime $400,000 $707 7. Workers Compensation Statutory $876 8. Boiler and Machinery 11,500,000 Included Total Estimated Annual Pxerniwns: $17,800 The preium estimates above are based on rates in effect in December 2008. Actual premiums may vary, based on the date coverage actually attaches. The premium quotes above are good for 60 days from the date on the cover letter. EXHIBIT First Amendment to Deposit Escrow Agreement, and Change Order No. 3; and Second Amendment to Deposit Escrow Agreement, and Decrease Penalty Rider (aka Change Order No. 4) -4- 1072939.02 FIRST AMENDMENT TO DEPOSIT ESCROW AGREEM)NT THIS FIRST AMENDMENT TO DEPOSIT ESCROW AGREEI'WNT made this - Delaware Corporation (hereinafter referred to as the Developer") and Title America Agency Corporation (hereinafter referred to as the 'Escrow Agent") WBJiIOAS, the Developer and the Escrow Agent entered into a certain Deposit Escrow Agreement dated July 25, 2003, which was amended by a certain-Deposit Escrow Agreement Rider dated July 1, 2004 (collectively, hereinafter referred to as the "Deposit Escrow Agreement") pursuant to the Regulations issued pursuant to the Planned Real Estate Development Full Disclosure Act of the State of New Jersey (l'tJ.S.A. 45:22A21 et seq. and NJ.A.C. 5:26-1.1 et seq.) relative to the release of deposits or money paid under a contract or agreement WHEREAS, in The Village Grande at Little Mill; The Grande at Rancocas Creek Townhoxnes; The Village Grande at Kings Woods; The Grande at Kings Woods, a Condominium; The Village Grande at English Mill; The Village Grande at Camelot; and The Plaza Giande at Garden State Park (collectively, referred to herein as the "Developments") are subject to the bond coverage discussed in the Down Payment Bond. WffEREA.S, the Deposit Escrow Agreement references the Down Payment Bond. of Fidelity and Deposit Company of Maryland, as amended, in the amount of $4,000,000.00; WHEREAS, the Down Payment Bond has been further amended by Change Rider No.3 dated January 4, 2008 to decrease the bond amount to $1,000 j000.00; and WIrERIIAS, the Developer wishes to amend the Deposit Escrow Agreement to reflect the amount of the Down Payment Bond amount as .$1000,000.00, and such other terms in Change Rider No.3 to the Down Payment Bond. 1075072.01 the parties hereto hereby agree asfollows: NOW, T}DREEOR1L, 1. Attached to and made apart of this First Amendment to Escrow Agreement is Fidelity 2. As of January 4, 2008, The Village Grande at Little Mill; The Grande at Rancocas Creek Towithomes; The Village (3mncle at Kings Woods; and The Grande at Kings Woods, a Condominium are deleted from the Developments subject to the Down Payment Bond, as amended. 3. As of January 4, 2008, The Village Grande at English Miii; The Village Grande at Camelot; and The Grande at Garden State Park shall be the only developments Plaza for which the Down Payment Bond, as amended, affords coverage; 4. The Developer represents that the deposits or money paid under a contract or agreement in the Developments do not exceed the amount $1,000,000.00. Except as amended by this First Amendment to Escrow Agreement, the tenus of the Escrow Agreement shall remain as stated. IN WITNESS WJJERJIOP, the parties hereto have set their hands arid seals to this First Amendment to the Escrow Agreement the date above stated. WITNESS: TITLE AMERICA.AGENCY, CORP., Escrow Agent WITNESS: D.R. IIORTON, INC. —NEW JERSEY _____By______ P1 r*.hdt Aktüic-, S'n v A4 1075072.01 FIDELITY AND DEPOSIT COMPANY OF MARYLAND CHANGE RIDER NO. 3 DR Horton, Inc. - New Jersey Issued to (Principal): Type of Bond Down Payment Bond dated 23rd the day of July, 2003, and issued by Fidelity. and Deposit Company of Maryland in the penal sum of Four Million and 001100 ($4,000,000.00) and in favor of (Obligee) Title America Agency Corp In consideration of the agreed premium charged for this bond, it is understood and agreed That Fidelity and Deposit Company of Maryland consents that effective* the 2nd day of January, 2008 said bond .'shall be amended as follows (see the revised UA$* Exhibit attached) (1) Delete the following protects from-the bond, The Village Grande a.t Little Mill, Egg Harbor Township, Atlantic County, New Jersey " The Village Grande at Rancocas Creek Townhomes, Deiran Township, Burlington County, New Jersey • The Village Grande at Kings Woods, West Deptford Township, Gloucester Counj, New Jersey • The Grande Kings Woods, a Condominium, West Deptford Township, Gloucester County, New Jersey (2) Decrease the bond amOunt of the bond: FROM: Four Million and 001100 Dollars ($4,000,000.00) BY:. Three Million and 001100 Dollars ($3,000,000.00 TO: One Million and 001100 Dollars ($1,000..000.00) Provided. however .that the attached bond shall be subject to,. all its agreements, limitations and conditions except herein expressly modified, and further that the liability of the Surety under the attached bond and the bond as amended by this rider shall not be cumulative. Signed, sealed and dated this 4th day of January. 2008 DR Horton, Inc. - New Jersey Br- Fidelity and Deposit Company of Maryland • M.L. Gray, Attorr(e)n.-Fact - do Willis of Florida 3000 Bayport Dr., Ste. 300 • Tampa, FL 33607 . Inquiries: (613) 281-2095 W • Power of Attorney FIDELITY AND DEPOSIT COMPANY OF MARYLAND KN9W ALL MEN BY PRESENTS: That the FIDELIT'! AND DEPOSIT COMPANY OF MARYLAND, a THESE Vice President, and GERALD P HALEY As taut Secretary ....Corporation of the State of Maryland, byM. P HAMMOND I art set forth onthe in pinanance of authority granted by Article VI Section 2, of the By-Laws of said C any and appoint James W. DUNN, David B. 61U1,Carol EL EEL 4RAZ Margaret A. °lMtjent and Attorney-in- GINEM Linda BORN and Denise TAYLOR, all of Tarn Iri ,, ap4 ç M: any and all bonds and Fact, to nuke, executes seal and deliver, for, and onX k&etj, W'8ib prflts, shall be as binding upon said undertakings, and the execution of sucqr duly executed and acknowledged by the Company, as fully and amVI Md., in their own proper persons. This power of attorney regularly elected o AmatL M.L revokes that issued of 'id H. CARB., CAItDINALE, GRAY, Paunch L Margare U3ikOiN, Denise TA?LOI, dated March 6,2007. MORGAN, The said Assistant er'itddoes hereby certify that the eulxact net forth on the xevce side hereof is a tree copy of Autiole VI, Section2, of the By-Laws of said Company, and is nowin three. , The said Vice-Prnident and AsIstnuut Secretary have hereunto strbsciibed their names IN WIThIISS WHEREOF* and - affiuted the Corporate Seal of the said FIDELITY A.OD DEPOSIT COMPANY OFMARYLINt), this 101h day of August Al). 2007. ATIBST: FIDELIIY AND DEPOSIT COMPANY OF MARYLAND Le. • Gerald F. Ltalay Assistant Sacreiay M P. Hammond Vicr President State of Maryland 1 City of Baltimore 5 On this 10th day of August, A.D. 2007, before-the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, came M P HAMMOND Vice President and GERALD P HALEY, Assistant Secretary of the FIDELITY ANti DEPOSIT COMPANY OF MARYLAND, Co rue personally known to be the individuals and officers described metal who executed the preceding narmnirnent, and they each acknowledged the execution of the seine and being by me duly sworn, severally and each for himself deposeth and saith, that they are, the said officers of the Company aforesaid, and that thç seal axed to the preceding instrunIM is the Corporate Seal of said Company, and that the said Corporate Seal and their signatures as auth officers were duly affixed and subscribed to the said instrument by the authority and direction of time said Corporation. IN ThSTh4ONY WBEP.EOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written. IDe.iznis R. Hayden 1'Jotamy Public My Commission Expires: February 1, 009 POA-F 01-3190 SECOND AMENDMENT TO DEPOSIT ESCROW AGREEMENT THIS SECOND. AMENDMENT TO DEPOSIT ESCROW AG1tZMENT made this 12o 2009, by and between D R. Horton, Inc. — New Jeiey Delaware Corporation (hereinafter referred to as the "Developer") and Title America Agency Corporation (hereinafter referred to as the "Escrow Agent") WXTNESS)&Tfl VERAS, the Developer and the Escrow Agent entered into a cettain Deposit Escrow Agreement dated July 25, 2003, which was amended by a certam First Amendment to Deposit Escrow Agreement dated January 7, 200$ (collectively, hereinafter referred to as the "Deposit Escrow Agreement") pursuant to the Regulations issued pursuant to the Planned Real Estate Development Full Disclosure Act of the State of New Jersey (N 1.5 A 45-22A-21 et seq. and N.J AC 526-1.1 at seq.) relative to the release of deposits or money paid under a contract or agreement, WRAS. The Village Gmiide at English Mill; The Village (3rande at Camelot; and The Plaza Grande at Garden State Park (collectively, re1iued to herein as the "Developments") are currently the only developments subject to the bond coverage discussed in the Down Payment Bond, WHEREAS, the Deposit Escrow Agreement references the Down Payment Bond of Fidelity and Deposit Company of Maryland, as amended, in the amount of $1,000,000 00, WHEREAS, the Down Payment Bond has been further amended by Decrease Penalty Rider (aka Change Rider No 4) dated December 12, 2008 to decrease the bond amount to $400,000.00; arid WHEREAS, the Developer wishes to amend the Deposit Escrow Agreement to reflect the amount of the Down Payment Bond amount as $400,000.00, and such other tenns in Decrease Penalty Rider (aka dha±ige Rider No. 4) to the Down Payment Bond. NOW, THEREFORE, the parties hereto hereby agree as follows I. Attached to and made a part of this Second Amendment to Escrow Agreement is - Fidelity and Deposit Company of Maryland Decrease Penalty Rider (aka Change Rider No. 4) dated December 12, 2008, 2. As of December 12, 2008, The Village Grands at English Mill; The Village Grande at Camelot and The Plaza (3rande at Garden State Park shall be the only developments for which the Down Payment Bond, as amended, affords coverage, 3 The Developer represents that the deposits or money paid under .a. contract or agreement in the. Developments do not exceed tha amount $400,000.00. Except as amended by this First Amendment to Escrow Agreement, the terms of the Escrow Agreement shall remain as stated IN WFINESS W EREO1 the parties hereto have set their hands and seals to this Amendment to the Escrow Agreement the date tibove stated. WITNESS TITLE AMERiCA AGENCY, CORP, Escrow Agent WITNESS I) R. flORTON, INC —NEW JERSEY itiie7 hi r4Jf/ 1075072.01 (J' OLIA Decrease PENALTY RIDER BOND AMOUNT $1,000,000.00 BOND NO. 08714206 PREIMIUM $15,000.00 Töe Töhn a 1t oTBI of y, 2(103, executed by Fidehty and Deposit Company of Maryland as surety, on hehall of Horton, Inc New Jersey as current pnncipal of record, and in ta'vor of Title America Agency -Corp, as Obligee, and in the amount of One l%1llion Doflnrs and 00/100 ($1,000,000.09). In consideration of the agreed premium charged for this bond, it is understood and agreed that Fidelity and Deposit Company of Maryland hereby cousaits that effective from the 12' day of December,2008. said bond shall be amended as follows THE BOND PENALTY SHALL BE Decreased: ]PROM: One Miiiiou Dollars and 00/100 ($1,000,000.00) TO: Four Hundred Thousand Dollars and 0010 ($400,000.00) The Decrease of said bond penally shall be effective as of the da of December-, and does hereby agree that the U11 continuity of protection under said bond subject to change - in penalty shall, not be impaired hereby, provided that the aggregate liability of the above mentioned bond shaU jot exceed the- amount of liability assumed by it at the time the act and/or acts of default were committed and in no event shall such liability be cumulative. Signed, sealed and dated this 12th day of December, / lXLtHorton Inc. -New.Jersev PRINCAL: BY: ru' and DeDositComnany of Maryland Fidelity and BY: ;eQ Linda )aorn, Attorney-in-Fact WO WILLIS FiftH 3000 BAYPORT DRIVE.. #300 TAMPA. Ft.. 3350? INQUIRIES (8i3)281-2095 KNOW. ALL MEN BY IBESE PRESENTS: That the PIDELfl'( AND DEPOSIT COMPANY OF MARYLAND, a • corporation of the State of Maryland,, by FRANK E. MARTIN, Vice President, and ERIC D. BARNES, Assistant Secretaiy, in puisuance of authority granted by Article VI, Section 2, of the By-Laws of said uy, which are setforth on Margaret constitute and appoint JawesW. IUNN, David H.. CARR, Carol H 4ttE*B[flE1 A. ..tJNEM, Linda HORN and Denise TAYLOR, all of .Ta ma and Attorneyin- and all bonds and Fact, to make, execute, seal and deliver, for, and on Jfl?et1 any undertakings, 9- presents, shall be as binding upon said and the execution of sucç 4 W1se lIaal,enn duly executed arid adcnowledged by the Company, as fully and arnpt1t ii regularly elected of 1tiore M&, in their own proper persons. This power of attorney Cbpava1 i SUhjiavid IL GA1R, Carol IL }TIiRMES, /inett CAIWINAU3, ML GRAY, revokes that isucdof Margaret A. GEMri R Ithse TAYLOR, dated August 10; 2007. The said Assistant t.Etii!y copy Sect!oxi2, of The does hereby certify that the extract set forth on the 1everse side hereof is a tare of Article .V1 By-Laws of said Conipairy, and is now in farce. • .. IN WITNESS WHEREOF, the saidVice-?residerr! and Assistant Secretary have hereunto nibscxThcd their names and • affixed the Corporate Seal of the said FB)EL1Y AND DEPOSIT COMPANY OF MARYLAND, this 3rd day of March, AD. 2008. ATTEST: 'FIDELITY AND DEPOSIT COMPANY OF MARYLAND • . ' •• •.•. • B Eric D. Barnes FrunkE Martin Jr. Vice President Assistant Secreta,y State of Maryland City ofBaltitnore f • On this 3rd day of March, AD. 2008; before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, came FRANC B. MARTIN JR.., Vice Pmsideat, and ERIC D BARNES, Assist" Secretary of the FIDELflY AND DEPOSIT COMPANY OF MARYLAND, to we pemsonaflylorown to be the individuals and officera described in and who executed the preceding instrument, and they each acknowledged the execution of the same, and being by me duly sworn, severally and each for bioaselfdqoseth and eaith, That they are the said officers of the Company aforesaid, and that the seal affixed to the pieeoding instinment is the Corporate Seal of said Company, and that the said Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written. Maria Z). Adamskr Notay Public My Commission Expires: July 8, 2011 POA-F 031-3190 k.4 BY-LAWS OF FIDELITY AND DEPOSIT COMPANY OF MARYLAND EXTRACT FROM "Article VI, Section 2. The Chairman of the goard, or the President, or any Executive Vic President, or any of the Senior the Executive Committee, Vice-Presidents or Vice-Presidents specially authorIzed so to do by the Board of Directors or by shall have power, by and with the concurrence of the Secretary or any one of the Assistant Secretaries, to appoint Resident Vice-Presidents., Assistant Vice Presidents and Attorneys-rn-Pact at the business of the Company may require, or to polities contracts, agreements, deeds, and releases and assnments of judgements, decrees, mortgages and mstnlmeuts in the nature of mortgages,.and to -affix seal of The Company thereto" the CERTIFICATE .1, the undersigned, Assistant Secretary of the PTDELTTYAND DEPOSIT COMPANY OF MAR'LAD, do hereby certify That the foregoing Power of Attorney is still in full fprce and effect on The date of this certificate; and do further certify tlmt the Vice-President who executed the said Power of Attorney was one of the additional Vice-Presidents specially authorized by the Board of Directors to appoint any Attorney-in-Pact as provided in Article VI, Section 2, of the By-Laws of the FIDELfl'Y AND DEPOSIT COMPANY OF MARYLAND. This Pocr of Attorney and Certificete may be signed by fuoshulle under and by authority of the fbllawing resolution of th e Board of J)lreciors of the.FIDELUY.AMD DPPOSIT COMPANY OP MALA3D at a meeting duly called and held on the IOth day ofMay, 1996. RESOLVED: That the facsimile or mechanically reproduced seal of the company and facsimile or mecbanica]ly reproduced signature of any Vice-President, Secretary, or Assistant Secretary of the tompany, whether suede 1erctofore or liercaflet, wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and binding upon the Company with the same force and ellect as though manually aThxe&" IN TESTIMONY WHEREOF, I have hereunto subschlted soy nanic arid affixed the claporate sea] the said Company, of 12th Denen2ier -, 2008 thIs day of A.a 7. At A&rrnzdSecreasry FIRST AMENDMENT TO THE PUBLIC OFFERING STATEMENT FILED AND PRESENTED BY D.R. HORTON, INC. - NEW JERSEY, A Delaware Corporation d/b/a SGS COMMUNITIES having an office at 20 Gibson Place Freehold, New Jersey 07728 for Phase 1(273 Homes) out of a possible 397 Single Family Dwellings and Lots Located on Mill Road (County Route 622) Egg Harbor Township, Atlantic County, New Jersey and designated as THE VILLAGE GRANDE AT ENGLISH MILL NOTICE TO PURCHASERS THIS FIRST AMENDMENT IS FOR INFORMATIONAL PURPOSES ONLY. PURCHASERS SHOULD ASCERTAIN FOR THEMSELVES THAT THE PROPERTY OFFERED MEETS THEIR PERSONAL REQUIREMENTS. THE NEW JERSEY DIVISION OF CODES AND STANDARDS HAS NEITHER APPROVED NOR DISAPPROVED THE MERITS OF THIS OFFERING. BE SURE TO READ CAREFULLY ALL DOCUMENTS BEFORE YOU SIGN THEM. THIS FIRST AMENDMENT HAS BEEN FILED AND IS PRESENTED PURSUANT TO THE PLANNED REAL ESTATE DEVELOPMENT FULL DISCLOSURE ACT (NJ.S.A. 45:22A-21 ET Q.) AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (NJA.C. 5:26-1.1 HOUSING WITHIN THE VILLAGE GRANDE AT ENGLISH MILL IS INTENDED FOR OCCUPANCY BY PERSONS 55 YEARS OF AGE OR OLDER. WITH LIMITED EXCEPTIONS, A HOME MAY NOT BE OCCUPIED UNLESS AT LEAST ONE PERSON 55 YEARS OF AGE OR OLDER. RESIDES IN THE HOME. NO CHILD UNDER THE AGE OF 19 YEARS MAY OCCUPY A HOME IN THE VILLAGE GRANDE AT ENGLISH MILL. THERE ARE NO EXCEPTIONS TO THE FOREGOING RULES, AND OTHER AGE RELATED RESTRICTIONS ARE CONTAINED HEREIN. EFFECTIVE DATE OF PUBLIC OFFERING STATEMENT: January 13, 2005 EFFECTIVE DATE OF FIRST AMENDMENT: March 25,. 2008 REGISTRATION NUMBER: R-3823 PREPARED BY: GREENBAUM, ROWE, SMITH & DAVIS, LLP Metro Corporate Campus I 99 Wood Avenue South Iselin, New Jersey 08830 (732) 549-5600 966517.01 EXIIIBITS Projected Operating Budget based on Phase I (273 Homes) without amenities and 2. including amenities and Full Occupancy (397 Homes), Estimated Common Expense Assessments and Letters of Budget and Insurance Adequacy 966517.01 FIRST AMENDMENT TO THE PUBLIC OFFERING STATEMENT FOR THE VILLAGE GRANDE AT ENGLISH MILL D.R. HORTON, INC. - NEW JERSEY, a Delaware Corporation, with an office located at 700 East Gate Drive, Suite 110, Mt. Laurel, New Jersey 08054, hereby amends its Public Offering Statement for Village Grande at English Mill, dated January 13, 2005 (the "Plan"), as set forth herein. Section 1 of the text of the Plan captioned "INTRODUCTION" is amended as 1. follows: a. At the first paragraph by the deletion of the first sentence and the insertion of the following: "DR. HORTON, INC. - NEW JERSEY, a Delaware Corporation (the "Developer"), d/b/a SOS COMMUNITIES, having an address at 700 East Gate Drive, Suite 110, Mt. Laurel, New Jersey 08054, presents herewith its Public Offering Statement for the establishment of a plan of ownership (the "Plan") with respect to approximately 199.73 acres of land which is contemplated to ultimately include up to three hundred and ninety-seven (397) single family dwellings and lots (the "Homes") together with certain other improvements, all to be located in the Township of Egg Harbor, County of Atlantic and State of New Jersey (the "Community")." b. At the sixth paragraph by the deletion of the respective estimated completion dates for the Phases and the insertion of the following: Number of Homes Section Estimated Completion Date Phase I 273 Homes October, 2009 Phase 124 Homes October, 2011 II Section 3. of the text of the Plan captioned "DESCRIPTION OF THE 2. CONDOMINIUM" is amended by the insertion of the following new paragraph between existing paragraphs 14 and 15: 966517.01 "A new Wawa convenience store and gas station has been constructed by others adjacent to the southwest corner, of the property at the intersection of Ocean Heights Drive., and English Creek Road. The rear parking lot of the Wawa store connects to The Village Grande at English Mill via a public right-of-way named Dahlia Road. This access point is between Block 3322, Lot 3 and Block 3323, Lot 102 in the community" 3. Section 6. of the text of the Plan captioned "BUDGET" is amended and supplemented by the deletion of all references to prevailing costs for 2004 in Section 6 of the Plan and their replacement to prevailing costs for 2007. 4. Exhibit 2 to the Public Offering Statement captioned "Projected Operating Budget based on Phase I (273 Homes) without amenities and including amenities and Full Occupancy (397 Homes), Estimated Common Expense Assessments and Letters of Budget and Insurance Adequacy" is deleted in its entirety and replaced with Exhibit 2 appended to this First Amendment to the Public Offering Statement. The Developer hereby represents that to the best of its knowledge, information and belief the statements and representations contained herein are true and accurate. NEW JERSEY, D.R. HORTON, INC. - Developer -2- 966517.01 EXHIBIT 2 Projected Operating Budget based on Phase 1(273 Homes) without amenities and including amenities and Full Occupancy (397 Homes), Estimated Common Expense Assessments and Letters of Budget and Insurance Adequacy PP ?P3 1Y. {'Ic DROCKye, Now vwt 713.Q7fl 2i2.a'2 R* e L * *rJ,W •'VItWNF4e L* WI I . Ut'r. 'a &UaJJING MAM-0orm "3-85&11X1 WENTWORTH GROUP o10C3 Fax a-ci -rew Fax H O4SO F • PDL ESM SEiWK1S 2OI42.3i6 McO. rjLWwm Fax .O21OMc Nova"&k 9. 200T Mitdüft 4ewm Esq. DL Hoxtom, Inc. 70013astGotol)riveSuirc ItO Mt. NJ 0054 Laurel4 Me VULM. GRANDE AT.NGLISH MULHOMEQWN$s AMOCUTION, INC. Wcpre44ho dfl etThgUib Mm i Moo1a*foxi ThePubho Dflziag 1nteant 2.73 SIbZIe TAn'iB' birnns4 cmcaihie, a 2OO oast, ,rinelusioo tA 4t1ua hs onrIuio 1 prvposab-toceIVe4 fooni basod ou our prior imW la nans&S. SIMNIr ownftkdrleq, Upla eoeiu1ftwn*hd npoiortbsttha bodgated operadng esdmate. s resb1e lcou"owA*J) 4od adequate under ulsftg circumstances and the eslhnatnd reuapb sbo wU b sufllcivat to niett the nomial awdipated operarnig expmes, The Ribaorwil for Rapair and Replacement ware base4 on nfbmiaIion receit,ed ftm the sponsor and Its engineer and on our prior experLenee in nnnungshrnlar 1tcanse )fl3c pomMity.oft firesceA cli as in diet onouty or decreases hi 1heeirpensct Of operatLon. our eanmigee are not Itflrinded, and cannot be taken, as teprcseonthon, guarantees or waunnirice of any kind wb avr nor is any assn.ranc thai. ihe acns& eipeflsd or iecoiito ot she for otty penod fopciitlon, may not Incur eddittonal costs nnfireceenb1e at this thae. or (hat the Bnassl of Threetcra aray not provide tb- sarvices not inflected hi th eatmust; or thatlhd auniaI a&essrneuls for any pedod inuinovvoyAmtheaniowjthir.Wnlioae. Jtmnye expected. hosed open currenttnnds that siadi Items as Insurnnce ednU&etnd khoranI oth&u related epcnses will increase or decrease In the ft4tun. Vesy traI' yours, OP NEW Rsv, 1lc. rci kTY M t.ir I Oftge; 208. I •4Hew 716-322-2658 fo 211.1-60-sm too. 'Wenpøiith • II.W(MLtt. IIei'i$ t4cN — . • WSTl f • Ca+w1 9eÔ , M tw+ce F4K =ZZ"m Fan o LR& + FAW V*? nmis tf ki wE itT WQRiH G ROD P NW J.mw PtAL 55t 1QtC 21.82.Ot r'+ v'terW 9r2b7 MthbeU Newm, l3sq. DR, Heiloc, lnc 700 EattOste Dtve, Sultb 110 Mt. Liurei, MOM VIUAGE. CPA. uo ow 1r ir• NIXIrJE GUSH MAX, Deor M{th 73 Sii8Ià Puthily bO, it . is o opinioti, based ou 1 our prior cqwricuce in nanjbig amUiw ornnunities pnposals avedfton cotmoLuta, and Inibu oiiieeMd ftm tho spo*sur, that the budgeted uptraling es'3mae reisonab1e is 'nd udequat tmdcr eisung umiancea d the esdmatod rccwpLs thovn will be sufflcietrt to meet the on opertdmg ercs. The Rutetvet for Rpairus4 Rtpincerneat normal a cIa&ed jp4 were based ejcflee i JTIgft1g brforinodon reôeiv4 from the i,Ijgi conimujilties. Bewaqe i,fk possibbily ofnu eadicogv sethi. economy or reases oriIeeas In the expeosos of opesaton, n cebmais ore not intended, end cannot be ttket, as h1on, ueranleee or natitees of atzylrjfld wlmt5oevcr, riot es any aennawec that the acme! expenso or macme oftbe Associatie; any pther] of opetnticn, may not incur additional vow unforcseegble at this irm.. or that the Boàirdàf Direion they ttopriMde for se inenot reflected in the csthuatç orthat the animal moswomm for any ieriot3 may not vuiy ifom the rencimia shown lere, It may pected based upgii Cut thnt such items as luansence, and other be 1enda cmtttacted thbor relat*d; expetisewili licreste or decreóse In dwfUtue4 WENTWOIt. - O?ER'i1. B... - - 1i Jormm, CMCA. Ai'CAM ice Prccident Devcicer Services WEN1WORTh PROPERTY IMP4A1EMEHT il1ta Dllce 29 Mte Horté 1he • Soite$ Bcsrinrori 44) 66Qç7 '54&-3+9 FAX O1cdt. 't4 ra% 755 o1LI3 V1 fit O61 ftg vrt*, C rAWAM, VIJAJO . O413 WENTWTTR GROUP - * H ic PJM 3t10E5 - .KwJe* .3235 2O1r25U November 9.2007 be1ewmw Eaq DAL . J1ctoo W Suite. 11.0 *Ease Le ML 4 cJDAt flA$øAflON,1 •Rt UU.1flJL H diwon. Map *Gr4ndio at EngIsb 14 ter 1. *neta Asso egdmaiedbet We have Mateddw Offertig ine1ustoi m1hePubTh &axemei$. 397 Family 111me, wt& MI anenmes at 200S costa thr SnIe bi inanaing hnar órnniiuiIties piposa1 WceiVt4ftOtfl lt.i our oju1on based pur1orqxixenco on cehid sionsoi that 66 budgqietoper8lbigimteh re&nebl aiut.infoinatki r from mtctora. the wIll be nuff1iknt to meet the and adequate iaderciistiug cirumsthnm end the cL1Tnetod mcelpis shown nornuiL enLnpntrd Opts*%eg expe%lsea TUe Reseryes 1kw Repaw and 'Re ItceinturteobaseLL ec pnar sqie&uoe sunil its engineer im4st urn- itniansgiog mtthnutçntecewed front the sponsor and CoTnmunlflea. svvf epoo w caseeapensea aønteeex • at for any pen ot'operation, may not hicor add'donaI coals VO XIM604110 at Ibis dmo or that I the Board ofl)lttois may not proyide-ft suWas fl6t ectMn the eathiate, orthat.theimual vKY POW tMY not , It may be expecced, based upo*i cuqctrci4bI such hems us hi nee coutmotad hbor and ether related espensea wfll nmcasa or decuasu In the thnta. • ,••t2' WWOLTLfl sy- heii.. a,MCAM8, PCPJ4 Dave ce Saivlce MNGEM$T -,• - 3cn1ngron O1eo l Hn Pihe S,ifte ~O W1lté ' 0omngrc • 5&5d19 F $ G8OD7 $56 M-7'1 'I AX October 24, 2007 I C-ir CN Village Grande at English Mill ELOA Insurance Wentworth Group do 208 Whitehorse Pike 960 Holmdel Road Barrington, NJ 08007 Holmdel, NJ 07733 RE: Letter of Adequacy TEL (732) 834-9800 Village Grande at English MIII 140A FAX (732)834-0233 Homeowners Association Coverage for Phases 1,11 and ifi Gentlemen: In accordance with your request, we have reviewed and examined the Insurance Requirement for Village Grande at English Mill Homeowners Association located in Egg Harbor Township, M. Based on our analysis, we are pleased to recommend the following Insurance coverage: I PROPERTY - Coverage would be written on a blanket basis, covering the clubhouse, fencing, light fixtures, pool, recreational facilities, and personal property owned by the Association. Coverage provided under the policy would on special causes of loss perils basis including Replacement Cost, and Agreed Amount. All property would be subject to a minimum policy deductible of $2,500 each occurrence 2. COMMERCIAL GENERAL LIABILITY - Liability insurance would be designed to provide comprehensive protection for all common areas, including any swimming pools, and all recreational facilities. The limit under this section would be $1,000,000 each occurrence. The basic policy would be extended to include the broadening CGL endorsement which includes Personal Injury Liability, Broad Form Property Damage, Host Liquor Liability. Blanket Contractual Liability, Medical Payments, Advertising Liability Employees as Additional Insured, Incidental Medical Malpractice, Fire Legal Liability, Extended Bodily Injury, Non-Owned and Hired Automobile Liability, in addition to other coverages 3. DIRECTORS AND OFFICERS LIABILITY- Coverage would be provided for all present and past members who serve on the Board of Trustees for the Association. The policy would have a limit of $2,000,000 subject to a $2,500 deductible. wouki provide excess limits of liability 4 LB1L.[TY—.This: policy 7 .MRELLA above the primary Comprehensive General Liability, Non-Owned and Hired Automobile Liability, and Directors and Officers Liability policies. A minimum of $15,000,000 for each occurrence is recommended however, higher limits are suggested for consideration by the Association. 5. COMPREHENSIVE AUTOMOBILE - If the Association owns any vehicles, a combined single limit of $1,000,000 and would this policy would be provided for also include the necessary comprehensive and collision coverage. Non-Owned and Hired Automobile Liability would also be included. - This policy would provide 6. COMPREHENSIVE CRIME INSURANCE coverage for the Association as a result of fraudulent and dishonest acts of its employees, loss of money and securities on and off premises, depositors forgery and counterfeit money and paper currency. The limit for Employee Dishonesty coverage would be $250,000. 7. WORKER'S COMPENSATION - Coverage would be provided for injuries to employees during the course of employment. Benefits would be based upon the statutory requirements prescribed by the State of New Jersey. The policy would be issued on a minimum premium basis subject to an audit at expiration. 8. UNIT OWNERS INSURANCE - A Homeowners Policy commonly referred to as an HO-3 or 1-10-5 policy, should by purchased by the Unit Owner to cover property damage to the building as well as their personal belongs, including furniture and fixtures, along with any upgrades purchased as options by the Unit Owners. Implementation of the foregoing Coverage will, in our opinion, be adequate to meet the basic needs of the Association in insuring the exposure usual to Condominium! Towohome Association and satisfies the requirements of any mortgage lenders or management contracts. Premium summary for the coverage is shown on the attached summary sheet Very truly yours JACOBSON, GOLDFARB & sco'rr, INC Vincent J. Hager, CIRMS Chief Operating Officer VILLAGE GRANDE AT ENGLISH MILL PHASE 11-273 UNITS INCLUDING CLUBHOUSE AND CONTENTS INSURANCE PREMIUM ESTIMATE VALUES AS OF OCTOBER 2007 COVERAGE AMOUNT PREMIUM 1. Property Insurance $1,500,000 $14,000 Clubhouse and contents - 100% Insurable Value 273 Single family units Ordinance or Law Coverage $1,000,000 Included Loss of Maintenance Fees Actual Loss Sustained Included Commercial General Liability 2. $1,000,000 Included 3. Directors and Officers $2,000,000 $2,104 4. Umbrella Liability $15,000,000 $2,797 Hired and Non-Owned Auto 5. $1,000,000 Included 6. Comprehensive Crime $250,000 $650 7. Workers Compensation Statutory $791 B. Boiler and Machinery $1,500,000 Included Total Estithated Annual Premiums: $20,342 The premium estimates above are based on rates in effect in October 2007. Actual premiums may vary, based on the date coverage actually attaches. The premium quotes above are good for 60 days from the date on the cover letter. VILLAGE GRANDE AT ENGLISH MILL PHASE III 397 UNITS INCLUDING - CLUBHOUSE AND CONTENTS INSURANCE PREMIUM ESTIMATE VALUES AS OF OCTOBER 2007 COVERAGE AMOUNT PREMIUM : 1.Pxoperty Insurance $1,500,000 $18,000 Clubhouse and contents - 100% Insurable Value 397 Single family units Ordinance or Law Coverage Included $1,000,000 Loss of Maintenance Fees Actual Loss Sustained Included 2. Commercial General Liability $1,000,000 Included 3. Directors and Officers $2,000,000 $2,560 4. Umbrella Liability $15,000,000 $3,951 5. Hired and Non-Owned Auto $1,000,000 Included 6. Comprehensive Crime $250,000 $650 7. Workers Compensation Statutory $791 8. Boiler and Machinery $1,500,000 Included Total Estimated Mutual Premiums: $25,952 The premium estimates above are based on rates in effect in October 2007 Actual premiums may vary, based on the date coverage actually attaches. The premium quotes above are good for 60 days from the date on the cover letter. Association Maintenance Fees - assessment bitted to all units $528,925.19 General Operating Interest Interest generated from operating checking accounts - 0 Office Payroll Salary. Mana6er, Assislant -. $ 66,000.00 8,084.00 Payroll Taxes & Benefits Taxes paid on behalf of employees, employer at 12% - $ TOTAL ADMINISTRATIVE PAYROLL $ 74,064.00 Qenhal Station Dispatch Alarm monitoring contract 594.00 Alarms Monitoring - $ & & Repairs Annual Cleaning 550.00 Carpet Cleaning - $ Cleaning Supplies Splies fur daily use - Trash can liners. etc. 770.00 $ Clubhouse Cable Internet charge to provide High Speed Internet Connection 1,188.00 $ - 858.0 Clubhouse Cable TV - Charge to provide basic television service .$ Clubhouse Electric Monthly electric servce for dubirouse 5,280.00 $ Clubhouse Gas Monthly gas service to clubhouse 2,750.00 - $ Clubhouse ling Maintenancô Supply 550.00 I Interior and exterior parts and supplies $ Clubhouse Sewer Quarteily sever service to clubhouse 495.00 - $ Clubhouse Water Quarterly water service to clubhouse and irrigation 1,760.00 $ ExterminatinglPest Control Monthly service to clubhouse 990.00 - $ Fire Extinguisher Inspections Annual inspection and recharge servtcing i s 550.00 - Fire Sprinkler Systems Annual inspection!service contract 1,320.00 - $ Flag Replacement Cost of replacement fags and parts 440.00 - $ HVAC Contract Annual Inspectionlservtce contract 1,650.00 - $ Janitorial/Maintenance Services Routine unscheduled maintenance/cleaning services - $ 10,296.00 Maintenance Supplies .550.00 . Consumable parts, supplies for clubhouse - $ Parking Lot Cleaning & Sweeping 550.00 Cost of spring cleaning of sand and debris - $ Security Contract Contracted access control system 1,100.00 $ Trash Removal Contracted dumpster pickup 2,310.00 $ TOTAL CLUBHOUSE EXPENSES . - $ 34,551.00 Animal ______ / Geese Control . Contracted vlldllte management expenses 1,100.00 Common - $ Area Lighting Maintenance Suppiy I Interior and exterior parts and supplies 825.00. : - $ Electric - Common Area Lighting Monthly electric service for common area lighting. Signs 1,320.00 - $ Electric - Irrigation Monthly electric cost of operating irrigation clocks, valves, etc. 715.00 - $ Electric - Other . . cost of operating aerators, etc. 165.00 $ Water - Irrigation Cost of watering lawns and common areas . $ 42,587.60 Exterminating/Pest Control Pest control of moles, squirrels, bees, etc. . 880.00 - - $ Lake! Pond Maintenance Pond Treatments, aerator maintenance, erosion control 2,750.00 $ Landscaping Contracted landscape maintenance service .. $180,180.00 Landscaping Additions . Annual, perennial, tree and Lshrub plantings, etc. 2,750.00 Maintenance Supplies .. . . - $ . iisetlaneo 715.00 repairs .to common eienients . . $. Pitch-N-Putt Maintenance cost of minor turf repairs, etc. . 220.00 - $ Snow Removal Contract Based ,on (3)2' to 6' snowfails - $ 43,243.20 Sprinkler & Irrigation Repairs Contracted startup/wfriterizatbn, repairs 1,870.00 $ Subcontractor Maintenance Labor Contracted unscheduled repairs/painting, etc. 550.00 - $ TOTAL COMMON AREA EXPENSES Accounting Servic Audit es 1,980.00 / IContracted fee to prriduceiinarrcial statement/tax return $ box fees, check orders, wire transfers 26400 Bank & Credit Card Fees LOck = $ CAI Membership Annual Membership Fee 275.00 $ Coupon Books Distribution of printed coupons by outside printer 935.00 $ Federal Income Taxes Taxes duo on Reserve interest earned, other income $ - Properly, Uabllity, lDirectos Officers coverage Insurance & $ 27,500.00 - Umbrella $5,000,000 coverage over package policy nsurance underlying 2,200.00 - Workers Compensation $ Insurance Coverage for Association employees 1,100.00 $ Legal Counsel•Fees General counsel fees 1,650.00 $ Legal Collection Fees Fees.forcoflegtkrn of outstanding debts 1100.00 - $ Management Contract. Contracted fee for Management Services - $ 30,630.60 Miscellaneous Administration Minor expenses not othervtse allocated 550.00 - $ Furniture Leases Office Equipment I dCopler, office furniture, postage meter, etc. 4,400.00 . $ Office Supplies Consumables. suppli es, paper, ink cartridges, etc. 2,200.00 $ Postage Cost for distribution of mailings, bills, etc. 2,915.00 $ Postage Meter Lease Cost to maintain a postage meter for Association mailings .528.00 $ Printing, Copies & Fax Envetdpes. stationary, fax costs, etc. 1 705.00 . $ Telephone 1 Cost of monthly usage and alarm rmes 2,200.00 Petty Cash $ . . . ..mount set aside forout.of-pocketexpenses 1,100.00 $ Real Estate Taxes Property tax assessment on Clubhouse facilities - $ Social Committee Expense Expenses paid out for Social Activities . 1,650.00 - $ ADMINISTRATIVE EXPENSES . TOTAL GENERAL & - $ 84,862.60 Bocci/Shuffleboard Repairs & Maintenance Minor equipment. surfase repats 275.00 Exercise Equipment Service Contract - $ Contracted service agreement - Routine maintenance 1,320.00 $ Exercise Equipment Repairs Repairs and parts outside of agreement 550.00 Pool & Spa Utilities . $ . Annual electric, gas and water for two pools 5,500.00 PoOl & Spa Management - Indoor - $ contracted annual maintenance . . $ 11,000.00 PoOl Management - Outdoor Contracted seasonal maintenance, lifeguard servIce $ .15,950.00 Pool & Spa Supplies & Equipment . Miscellaneous chethirals, supplies, etc. 1,100.00 Pool & Spa Repairs $ Repairs to non.capttal replacement parts 4,400.00 Pool & Spa Laundry Service - $ Contracted towal service 1,320.00 . $ Pool Table Supplies & Maintenance Cue sticks, chalk, minor repairs 275.00 $ Recreation Equipment Supplies Cards, games, miscellaneous . 880.00 $ Telephone - Aux (pool, payphone) . Cost to provide common phone services pool service phone I 1,650.00 Tennis Court Repairs & Maintenance . - $ Cost to provide repairs and purchase replacement netting. 880.00 - $ TOTAL RECREATIONAL EXPENSES . - $ 45,100.00 . Mphaltl 112Cap Overiayat and Of useful Me 2,273.43 $ Asphalt Sealcoating Cost to seal parking areas -5 yrs schedule 1,351.06 Concrete Driveway Reserves . - $ Cost to replace unit driveways - $ 15,356.00 Concrete Service Walk Reserves . Cost to replace unit entry walks 7,601.00 -, $ Concrete SideWalk Reserves . Cost to replace common walks - $ 10,547.90 Clubhouse Reserves Roofing, siding, gutters, leaders 3,135.00 - $ Pool Deck Concrete, area drainage, etc. 1,650.00 . $ Pool Fence Fence structure, gales, hardware - 275.00 - $ Pool Filters 1-lousings, replacement media 550.00 Pool! Furniture - $ Restrapping, replacement 1,10000 - $ Tennis Court Reserves Resurfacing, restriping 2,750.00 - $ Tennis Court Fence Fence structure, gates, hardware 440.00 $ Swlmrnihg Pool Reserves Pumps, heaters, valves, misc. equipment 3,300.00 $ Walking Path Reserves . Surface .Replacement . 715.00 - $ TOTAL RESERVE & DEFERRED MAINTENANCE - $ 51,044.39 C. r PUBLIC OFFERING STATEMENT FOR THE VILLAGE GRANDE. AT ENGLISH MILL 1. INTRODUCTION........................................................... 1 2. DESCRIPTION OF INTEREST BEING OFFERED .................................. 6 ............................................ 3. DESCRIPTION OF THE PROPERTY 9 ................................................. 4. COMMUNITY INFORMATION 14 5. MAINTENANCE, MANAGEMENT AND OPERATION OF THE PROPERTY ................. 16 6. BUDGET ................................................................ 18 7. IMPROVEMENTS .............................................................. 23 8. MANAGEMENT AND SERVICE CONTRACTS ......................................'. 23 9 RELATIONSHIP BETWEEN DEVELOPER AND MANAGING AGENT 25 10. RESTRICTIONS ON OCCUPANCY, ALIENATION AND ALTERATION ................. 25 11. INSTRUMENTS TO BE DELIVERED TO PURCHASER ............................. 27 12 MONIES PAID PRIOR TO CLOSING 27 EASEMENTS, ENCUMBRANCES AND RESTRICTIONS 13 27 14. NATURAL AND ARTIFICIAL FORCES AFFECTING USE OF THE PROPERTY ......... 33 15. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS ........................... 38 16. SETTLEMENT COSTS AND CLOSING OF TITLE 41 ............................... WARRANTY 17. .............................................................. 44 18. INSURANCE ............................................................ 48 19. RIGHTS AND OBLIGATIONS OF DEVELOPER .................................. 49 20 HOMES ACQUIRED BY THE ASSOCIATION 51 21. FINANCING AND TERMS OF PURCHASE .......................................51 GENERAL 22. ............................................................. 54 1 573611.05 EXHIBITS 1. Deciarati9n of Covenants and Restrictions for The Village Grande at English Mill EXHIBIT A - Legal (Metes and Bounds) Description of The Village Grande at English Mill EXHIBIT A-i - Legal (Metes and Bounds) Description of Phase I EXHIBIT B - Overall Plan for The Village Grande at English Mill EXHIBIT B-i - Phase I Plan EXHIBIT C - Certificate of Incorporation of The. Village Grande at English Mill Homeowners Association, Inc. EXHIBIT D - By-Laws of The Village Grande at English Mill Homeowners Association, Inc. - EXHIBIT E Housing for Older Persons Act of 1995 Compliance Affidavit 2. Projected Operating Budget for the Initial Fiscal Year Based on Phase I (273 Homes) without amenities and including amenities and Full Occupancy (397 Homes), Estimated Common Expense Assessments and Letters of Budget and Insurance Adequacy 3. Sample Contract for Sale of Real Estate 4. Sample Deed 5. Proposed Management Agreement 6. Flood Certifications of Charles Jones, L.L.C. 7. Specimen Owner's Policy of Title Insurance Declaration 8. Amendment and Supplement to the of Covenants and Restrictions for The Village Grande at English Mill 9. Down Payment Bond and Deposit Escrow Agreement ii 573611.05 FOREWORD ANY PROSPECTIVE PURCHASER WHO ENTERS INTO A SUBSCRIPTION AND PURCHASE AGREEMENT CAN, AS A MATTER OF RIGHT, CANCEL THE AGREEMENT WITHOUT CAUSE BY SENDING OR DELIVERING WRITTEN NOTICE OF THE CANCELLATION To THE DEVELOPER OR ITS AGENT BY MIDNIGHT OF THE SEVENTH CALENDAR DAY FOLLOWING THE DAY ON WHICH THE AGREEMENT IS EXECUTED. SUCH CANCELLATION SHALL BE WITHOUT PENALTY AND ALL MONIES PAID SHALL BE PROMPTLY REFUNDED IN THEIR ENTIRETY. 573611 .05 INTRODUCTION 1. D R HORTON INC - NEW JERSEY, a Delaware Corporation (the "Developer"), having an address at 20 Gibson Place, Freehold, New Jersey 07728, presents herewith its Public Offering Statement for the establishment of a plan of ownership (the "Plan") with respect to approximately 199 73 acres of land which is contemplated to ultimately include up to three hundred and ninety-seven (397) single family dwellings and lots (the "Homes") together with certain other improvements, all to be located in the Township of Egg Harbor, County of Atlantic and State of New Jersey (the "Community"). A metes and bounds description of the Community is contained in Exhibit "A" to the proposed Declaration of Covenants and Restrictions for The Village Grande at English Mill (the "Declaration'), which appears as Exhibit 1 of this Public Offering Statement. The land, together with the Homes and all other present and future improvements contemplated under this offering, is to be known as The Village Grande at English Mill The boundaries of the Community and the improvements presently contemplated to be constructed by the Developer within such boundaries and which are intended to be incorporated as part of the Community, together with the common lands and facilities to be owned by the Association (the "Common Property"), are graphically depicted on that certain plan entitled "Exhibit Plan for Phase I & Phase II Village Grande at English Mill, Plate 33, Block 3301, Lots 9-11 & 18, Block 3302, Lots 10, 92- 94, 96-101, Block 4001 Lots 2, 3, & 6, Egg Harbor Township, Atlantic County, New Jersey prepared by Consulting Engineer Services, Professional Engineers, Planners, & Land Surveyors dated February 5, 2004 (the "Overall Plan"). The to the Declaration, which is Exhibit 1 to this Overall Plan is Exhibit 11131, Public OfferingStatement. The Overall Plan depicts 397 Homes . The actual 573611 .05 development of the Community will be subject to regulation by those governmental authorities having jurisdiction of same; however, the Developer hereby reserves the right to seek modification and/or amendment of the development plan from time to time Such modification and/or amendment may include changing the aggregate number and location of the Homes contemplated for the Community. As of the date of this offering, the Developer proposes that development will occur in two (2) Phases consisting of a total of three hundred and ninety-seven (397) Homes These Phases have been arbitrarily established by the Developer, however, all of the lands upon which the 397 Homes will be constructed will be subjected to the terms, conditions and restrictions of the Declaration upon its recordation in the Atlantic County Clerk's Office. Phase I is legally described in Exhibit "A-l" to the Declaration and is shown on Exhibit "9-1" to the Declaration. As presently envisioned, Phase I will include two hundred and seventy-three (273) Homes intended for single family dwellings, together with certain other improvements Phase I is also planned to ultimately include a clubhouse with an indoor lap pool, outdoor swimming pool, two (2) tennis courts, a bocci court, and an artificial putting green The Developer intends to complete the construction of the recreational facilities before the completion of the Homes in Phase I Exhibit 2 to this Public Offering Statement includes a projected operating budget for Phase I that will be in effect prior to the completion of the recreational facilities, and another projected operating budget which will be in effect once the recreational facilities have been completed. The completion of the recreational facilities is presently anticipated for November 2008 The Developer -2- 573611.05 reserves the right to use the clubhouse for sales and/or marketing purposes until it has sold the last Home within the fully developed Community. Phase II is purposed to Consist of one hundred and twenty-four (124) additional Homes These Homes will be constructed upon lands designated as Phase II on the plan which appears as Exhibit "H" to the Declaration The Developer intends to commence construction on the recreation facilities within Phase I not later than the completion of the 175th Home in Phase I Said facilities and open space will be conveyed to the Association The location of the recreational and community facilities is shown on the Phase I Plan (Exhibit "B-l" to the Declaration) The Developer currently proposes that Homes and the related improvements will be developed within the following Phases: Number of Homes Section Estimated Completion Date 273 Homes Phase I November, 2008 124 Homes Phase II October, 2010 At any time after commencing Phase I, the Developer can exercise its right to develop Phase II of the Community by recording one or more Amendments and Supplements to the Declaration with the Atlantic County Clerk's Office, substantially in the form which appears as Exhibit 8 to this Plan, which would expand the Community to include the additional Homes and other site improvements being developed in Phase II. Such incorporation It is the could result in the Community consisting of up to 397 Homes Developer's present intention to complete construction of all 397 Homes in the Community by October, 2010. The Developer is not obligated by this offering to develop the proposed Phases of the Community sequentially, nor to develop both Phases of -3- 573611.05 the Community. Finally, the Developer is not obligated to improve any one or all of the Phases in the precise manner reflected in the Overall Plan for the Community (Exhibit B to the Declaration). Despite the foregoing, the Developer will develop the land within the Community only as permitted by law with the express understanding that the Developer reserves the right to modify or amend the development plan from time to time. Such modification or amendment may include changing the aggregate number and location of dwelling units contemplated for the Community as well as the configuration, design, mix, materials, model types or percentage interest of any unsold Home or of any Common Property which has not been legally designated for a specific Home previously sold to an individual Purchaser by the Developer. The Developer's actual development of the Community will also be subject to all municipal, county, state and federal laws. As a planned community, the Community is subject to the Planned Real Estate Development Full Disclosure Act, N.J.S.A. 45:22A-21 et seq., and the regulations promulgated thereunder, N.J.A.C. 5:26-1.1 et seq., which together govern the offering of the Homes for sale. The Village Grande at English Mill Homeowners Association, Inc., a not-for-profit corporation formed under N.J.S.A. 15A:1-1 et seq, (the "Association"), will be responsible for the administration, operation and management of the Community and all other improvements intended for the common use and enjoyment of the residents of the Community. The Community will be established by the recording of the Declaration in the office of the Clerk of Atlantic County, a copy of the proposed form of which is annexed hereto as Exhibit 1. The Declaration encompasses the Community in its entirety, and will be recorded by the Developer prior to the closing of title to the first Home in the Community. -4- 57361]. .05 The Developer has or will file a Certificate of Incorporation for the Association as required by law. A copy of the proposed form of Certificate of Incorporation of the Association is annexed as Exhibit 'C" to the Declaration. Each Home Owner will automatically become a member of the Association by virtue of acceptance of a Deed to his Home. No membership certificates will be issued. The By-Laws of the Association will be in the form set forth in Exhibit "D" of the Declaration. The By-Laws provide for the election of the Board of Trustees and of the Officers and their respective duties and powers, the time, place and conduct of meetings of Members of the Association, meetings of the Board of Trustees and in general, procedures to be followed in relation to the governance and operations of the Association The Declaration and its exhibits, together with all of the Exhibits annexed hereto, are an integral part of this Public Offering Statement and are incorporated by reference wherever referred to. The Developer recommends that these documents be carefully examined by prospective purchasers and their legal and financial advisors The Developer has been represented by the law firm of Greenbaum, Rowe, Smith & Davis, LLP in the preparation of this Public Offering Statement Said law firm has made no independent investigation or determination as to the accuracy of the facts and statements set forth herein, but has relied on the representations made by the Developer and its agents with respect thereto Accordingly, although said law firm has no specific knowledge to the contrary, it assumes no independent responsibility with regard to the accuracy of such facts or statements. In addition, said law firm has relied exclusively upon the opinions or certifications of those other persons who have prepared or approved various exhibits to this Plan or -5- 573611 .05 the Application for Registration and has not made an independent judgment or evaluation of any aspects of same. Therefore, it also assumes no independent responsibility for the contents of any such opinions, certifications or exhibits. 2. DESCRIPTION OF INTEREST BEING OFFERED The interest held by the owner of a Home in the Community consists of two distinct but inseparable fee simple interests in real I property. One is the sole ownership of the Home itself and the other is the ownership of the Common Property in common with all of the other Owners. Although an Owner is subject to certain restrictions with regard to the use of his Home, which are contained in the Declaration and the By-Laws of the Association, the proposed form of which appears as Exhibit "D" to the Declaration, an Owner is entitled to the sole possession of his Home and may generally decorate the interior of his Home as he chooses, subject to such Rules and Regulations as may be adopted by the Association. Each Owner is responsible for the maintenance, repair and replacement of the Home. Each Owner must also pay the cost of any utilities utilized for his Home. The responsibility for the administration, operation and maintenance of the Common Property lies with the Association. Each Home Owner will be responsible to pay a proportionate share of the expenses incurred by the Association for the administration, management, maintenance, repair and replacement of the Common Property ("Common Expense Assessment") The Common Expenses are discussed in more detail in Section 6 hereof. A Home can be mortgaged, provided that the mortgage is procured from a bank, insurance, company, savings and loan association or other recognized institutional lender or purchase money lender or is a purchase money mortgage, the lien of which, by its express terms, is subordinate to -6- 573611 .05 any and all existing or future Common Expense liens imposed against a Home by the Association. Pursuant to the Declaration, a default under a mortgage encumbering any particular Home does not affect the other Homes, except to the extent that all Owners may be required to contribute to assessments which are intended to compensate for delinquent and unpaid Common Expense Assessments of the defaulting Owner. In addition, an Owner is permitted to lease his Home, subject to certain restrictions imposed under Section 9.02 of the Declaration, such as that which requires a lease to be for not less than three (3) months. An Owner is also responsible for the direct payment to the Township of Egg Harbor of the real estate taxes which are assessed against his Home. Generally, Owners residing in their Homes may claim deductions for their real estate taxes and mortgage interest in deriving their taxable income for federal income tax purposes, subject to certain limitations applicable to their individual tax situations. For New Jersey income tax purposes, Owners will not be able to deduct their mortgage interest but may be able to deduct some or all of their paid real estate taxes depending on their individual tax situations and subject to changes in the tax law. The Developer :makes no representations with respect to the impact of Home ownership upon the individual tax situation of any purchaser. Prospective purchasers are advised to consult with their own legal counsel or accountant to determine the current taxation aspects of ownership of their Home. Each prospective purchaser should be aware that he will be bound by the terms of the Declaration, the By-Laws and any Rules and Regulations promulgated, adopted and published by the Bbad of Trustees of the Association (the "Board"), as well as any amendments or supplements to any of the foregoing documents (collectively "Governing Documents"). The Owner's -7- 573611.05 interest in the Home is governed by these documents as well as settled common law principles of property ownership. Under Article VII-I of the. Declaration, the Developer and the Association are given the right to amend the Governing Documents, without the consent of the Owners, under certain circumstances. This right is called a power of attorney and is granted to the Developer and the Association by each Owner when he accepts the deed to his Home. This power of attorney may only be exercised if an amendment is required (i) by law or any governmental agency; (ii) by any title insurance company insuring any portion of the Community at the Developer's request; and (iii) by any Eligible Mortgage Holder providing mortgage loans to Owners. However, the written consent of an affected Owner must be obtained first if the amendment increases the financial obligations of an •owner or reserves special or additional privileges for the Developer. The Developer has the right to exercise this power until the last Home is sold; thereafter, this power of attorney can only be exercised by the Association The Association is also granted a power of attorney under Section 8.03 of the Declaration. The power of attorney authorizes the Association to acquire, sell or lease Homes from any Owner and to mortgage any Home which it owns. Eligible Mortgage Holders are also granted a power of attorney under Section 8.04 of the Declaration. This, power of attorney enables an Eligible Mortgage Holder to commence an enforcement action for collection of delinquent Common Expense Assessments attributable to a Home on which it holds a mortgage. However, the Eligible Mortgage Holder can only bring such an action if the Association fails to do so within a reasonable time. -8- 573611.05 Prospective purchasers are urged to consult the appropriate sections of the Declaration for a more complete explanation of these powers of attorney. DESCRIPTION OF THE PROPERTY 3. The property that is the subject of this offering is located on Mill Road (County Route 622) and High School Drive in the Township of Egg Harbor, Atlantic County, New Jersey. The land consists of approximately 199.73 acres, and is designated as being Block 3301, Lots 99-11 & 18, Block 3302, Lots 10, 92-94, 96-101, Block 4001 Lots 2, 3, & 6. The Community is located in NB (Highway Business District) and RG-3 (Residential District) zoning districts, pursuant to the zoning ordinance of the Township of Egg Harbor. All of the improvements within the Community will be located in the RG-3 zoning district. Permitted principal uses in an RG-3 zone include: farming; single-family dwellings; and public parks,. playgrounds, active and passive recreation - . Permitted accessory uses in an RG-3 zone include: uses customary and incidental to the principal uses; roadside stands not larger than 5,000 square feet for the sale of produce; and professional home offices, provided that not more than 25% of the gross floor area of the principal building is used for office purposes. Permitted uses in a HB zoning district include: restaurants, not including drive-in and quick-food restaurants; professional or business offices, banks; private or public schools, clubs and eleemosynary uses; food markets, delicatessens, bakers, liquor stores; personal services establishments limited to shoe shops, laundries, barbershops, beauty parlors, hardware shops and drugstores; business services limited to limited to shops of plumbers, carpenters, electricians, painters or similar tradesmen; gasoline fi1lixg stations; and personal wireless telecommunications facility -9- 573611.05 not to exceed 150 feet in height. Permitted accessory used in an HE zone include: Uses and buildings customary and incidental to the primary use or building; private garages; and personal wireless telecommunications equipment facility not to exceed 15 feet in height. The Community is bordered on the southwest by Mill Road (County Road 662) and is intersected toward the north by High-school Drive. The lands surrounding the community are located in an RG zone. The Township maintains a public works yard on the land known as Block 3301, Lot 17 located to the south of the Community. That property presently includes salt bins for snow removal, lighting, composting, a vehicle tow area, 2 buildings and related facilities. To the best of the Developer's knowledge, information and belief, the Community is in compliance with all applicable ordinances and governmental regulations. The Developer has no knowledge and can make no representation that the present zoning scheme adopted by the Township of Egg Harbor or the existing use of adjacent lands will continue as presently constituted. The Developer has no knowledge of any intent of adjacent property owners to change the present use of those lands. Three hundred and ninety-seven (397) residential dwelling units, each containing either a one-car or two-car garage, are planned to be constructed on the property. - Common facilities are designed to include landscaped grounds, parking areas, common driveways,, sidewalks along the streets, recreational areas, stormwater retention and detention, basins and other common areas. The roads within the Community will be dedicated to the Township of Egg. Harbor. In addition, construction of recreational facilities, which will be available to all Owners, is anticipated to include an approximately 10,000 square foot -10- 573611 .05 clubhouse with an indoor lap pool, outdoor swimming pool, two (2) tennis courts, a bocci court, and an artificial putting green it is currently anticipated that the construction of the recreational facilities will be completed by November 2008 All of the common facilities, including the detention basins and the maintenance, repair and landscaping related to the detention basins, will be maintained by the Homeowners Association The Community will be served by a sewer pump station that will be constructed by the Developer on a separate lot created by easement or other means located within the northwest corner of the Community (the "Pump Station Lot"). The Pump Station Lot is located along High School Drive on the easterly side of Phase I of the Community adjacent to the Homes within Phase II of the Community. The Pump Station Lot will be conveyed to the Municipal Utilities Authority (the "Authority") upon the completion of the construction of the sewer pump station. Upon taking title to the Lot, the Authority will be responsible for maintaining and operating the sewer pump station. The Authority will also be responsible for performing all the maintenance of the Lot, such as landscaping lawn maintenance and snow clearing, and all maintenance, repair and replacement of improvements constructed on the Lot. It is anticipated that pedestrian and vehicular traffic may result from Authority personnel conducting routine maintenance of the facilities on the Pump Station Lot. Normal operation of the facilities may result in some noise and odors. Additional driveway parking in front of each Home's garage, which will be restricted to the occupants of that Home and their guests, will accommodate one or two cars If and when all improvements to the Community are completed, there will be unassigned street parking an the Community to accommodate additional parking which is presently intended to be available to -ii- 573611.05 all occupants and their guests at no charge. The Develber intends that there will be approximately forty-nine (49) unassigned additional parking spaces located near the recreational facilities The Developer intends to install an underground sprinkler system in the front and rear yards appurtenant to each Home which shall be maintained by the Association The cost of the individual water supply shall be the responsibility of each Owner as part of the Common Expense assessment paid by each Owner to the Association In the event that any sprinkler(s) is inoperative for any reason, the Developer and/or the Association shall have the right to utilize the water supply of the appurtenant Home, without such Owner's consent, in order to water the lawn and shrubs until the sprinkler is in working order. The Developer or Association shall reasonably compensate the Owner for any use of an Owner's water supply. The Developer initially intends to offer five (5) model types ranging from approximately 1,390 square feet to approximately 1,850 square feet, although the Developer reserves the right to vary those models, or develop new models, as market conditions dictate Each model type is presently designed to contain a kitchen, living room, dining area, master bedroom/bath suite, two or three bedrooms, loft, garage and deck The Developer has reserved the right in the Declaration to utilize one or more Homes as models and/or a sales office in connection with its sales efforts until it has sold the last Home within the fully developed Community. Those Homes used as models and/or a sales office will be maintained by the Developer, at its sole cost and expense, for as long as these Homes continue to be used by the Developer. The Developer reserves the right to use the clubhouse for sales and/or marketing purposes until it has sold the last Home within the fully developed Community. If utilized -12- 573611.05 exclusively for sales and/or marketing purposes, it shall be maintained by the Developer at its sole cost and expense, for as long as the Developer shall continue to use the clubhouse for such purpose; otherwise the cost and expense of maintenance shall be shared by the Developer and the Association in proportion to the benefit derived by each party. This means that if the Developer uses only a portion of the clubhouse for such purposes, it will compensate the Association for its use of the facilities in proportion to the relative use of the Association. These reserved rights shall continue for so long as the Developer continues to offer Homes for sale in the regular course of business but shall in no event exceed ten (10) years from the recordation of the Declaration. Despite these reserved rights of the Developer, Owners other than the Developer will be limited to use of their Homes as provided in the Declaration. Prospective purchasers should consult the exhibits to the Declaration for the purposes of familiarizing themselves with the location of all, improvements and for ascertaining the location of any particular Home in which they may be interested. Owners other than the Developer will be limited to use of their Homes for residential purposes. Owners and their respective families who are permanent residents, as well as guests, shall be entitled to equal use of common facilities subject to such rules, regulations, limitations and conditions as may from time to time be imposed by the Association acting through its Board of Trustees. Owners may, by written agreement and upon notice to the Board of Trustees, delegate their right of enjoyment and use of the parking and other property to their permitted lessees. -13- 573611.05 4. COMMUNITY INFORMATION Egg Harbor Township is located in Atlantic County New Jersey. The Community is approximately twenty (20) miles from Atlantic City, approximately fifty-six (56) miles from Trenton and approximately one hundred (100) miles south of Newark The Atlantic City International Airport in Atlantic City is located approximately twenty (20) miles from the Community. This airport provides the area with international flight capabilities Egg Harbor is accessible from Exit 36 of the Garden State, Interchange 12 of the Atlantic City. Expressway, U.S. Route 322, commonly known as Black Horse Pike, and State Route 40, all approximately two (2) miles from the Community. The major access streets to the Community are Mill Road and Ocean Heights Avenue. The Egg' Harbor Township School District administers the public education for students residing in Egg Harbor. Students in kindergarten through third grades will attend Swift Elementary School which is located on Swift Street within four (4) miles of the Community. Students in fourth through sixth grade will attend Egg Harbor Intermediate School which is located approximately five (5) miles from the Community on Alder Avenue. Students in seventh and eighth grade will attend Egg Harbor Township Middle School on Fernwood Avenue within three (3) miles of the Community. Students in ninth through twelfth grade will attend the Egg Harbor Township High School on High School,Drive adjacent to the Community. The Atlantic City Medical Center located at Michigan and Pacific Avenues in Atlantic City is approximately seventeen (17) miles from the Community. The Medical Center's Mainland Division is located on Jimmie Leeds Road in Pomona approximately six (6) miles from the Community. Shore -14- 573611.05 Memorial Hospital located on Shore Road and New York Avenue in Somers Point, is approximately eighteen (18) miles from the Community. The Egg Harbor Township Police Department is located on Bargaintown Road, within approximately three (3) miles of the Community. Fire protection is provided by the Bargaintown volunteer fire company located on Mill Road within approximately three (3) miles of the Community The Egg Harbor Township Parks and Recreation Department offers a variety of facilities to residents of Egg Harbor including Veterans Memorial Park (football and baseball/ softball fields tennis and basketball courts, playgrounds) at 2153 Ocean Heights Avenue, Childs-Kirk Memorial Park soccer fields, baseball/softball fields and playground area) at 31 Idlewoods Avenue, Delilah Oaks Park (multi-purpose athletic field basketball and tennis courts, and playground area) at Kent and Essex Drives, N K Betterment Park (basketball and volleyball courts and playground area) at 6 Atlas Lane Road and Tony Canale Park (basketball and volleyball courts, baseball/softball fields and playground area) on Sycamore Avenue, all within ten (10) miles of the Community. The Children's Museum is located on Fire Road, within approximately four (4) miles of the Community. The Shore Mall located on Black Horse Pike in Egg Harbor is approximately five (5) miles from the Community. The English Creek Mall located on English Creek Road in Egg Harbor is approximately three (3) miles from the Community. The Hamilton Mall is located on Black Horse Pike in Mays Landing approximately five (5) miles from the Community. Places of worship located in Egg Harbor include Asbury United Methodist Church Candiff Baptist Church Church of the King Crossroads Christian Center, Farmington Community Church, Friendship Bible Protestant Church, Heavensway Baptist Church, Holy Trinity Greek Orthodox Church Harbor -15- 573 6ii. 05 Light Bible Church, Morning Star Holiness Church, New Life Church, Praise Tabernacle Church, Scullvii],e Bible Church, Trinity Baptist Church and Zion United Methodist Church. There are places of worship located in neighboring communities serving many religious denominations. Electricity is supplied by the Connective Energy Company. Gas is supplied by the South Jersey Gas Company. Water is provided by New Jersey American Water. Sewer is provided by the Municipal Utilities Authority. Trash removal is provided by the Township of Egg Harbor and recyclable removal is provided by Atlantic County Utilities Authority. Telephone is provided by Verizon. Cable television is anticipated to be provided by Comcast Cable. 5. MAINTENANCE, MANAGEMENT AND OPERATION OF THE PROPERTY Upon conveyance of title to a Home, each purchaser automatically becomes a member of the Association, a not-for--profit membership corporation which has been created under Title 15A of the New Jersey Statutes. In addition, the Developer has one membership in the Association for each Home or potential Home to which title has not been conveyed. The Association is charged with the responsibility for the maintenance, management and operation of the Common Property. Pursuant to Article VI, Section 6.01 of the By-Laws, the Association may do all that it is legally entitled to do under the laws applicable to its form of organization, subject to the Declaration. The Association shall discharge its powers in a manner that protects and furthers the health, safety and, general welfare of the residents of the Community and shall further provide a fair and efficient procedure for the resolution of disputes between individual Owners and the Association, and between different Owners, that shall be readily available as an alternative to litigation. -16- 573611.05 Article VI of the By-Laws empowers the Board of Trustees to promulgate rules and regulations as may be necessary to carry out the intent of use restrictions as more fully described in the Declaration and to employ any person, firm or corporation to assist it in the performance of its duties The manner in which trusteeships on the Board of Trustees are filled is set forth in ArticleIV of the By-Laws. Initially, the Board of Trustees is to be composed of three (3) individuals appointed by the Developer, none of whom need be an Owner. As Homes within the Community are conveyed by the Developer, Owners will be elected to the Board of Trustees progressively to replace Developer-appointed Trustees This "transition of control" from the Developer to the Owners is required by New Jersey law and is based upon the total number of Homes to ultimately be included in the Community. Thus, within thirty (30) days after the conveyance by the Developer of one hundred (100), Homes (i.e. 25% of the Homes) to individual purchasers the Board of Trustees will be expanded to five (5) Trustees three of whom will be appointed by the Developer and two (2) of whom are to be elected by Owners other than the Developer. Elected Trustees will serve for two-year terms and the appointed Trustees will serve until their successors are elected When Owners other than the Developer own two hundred ninety-eight (298) (i.e. 75% of the Homes), the Board of Trustees shall be reconstituted and Owners other than the Developer shall then be entitled to elect the entire Board of Trustees, provided, however, that the Developer shall be entitled to appoint one (1) member of the Board of Trustees for so long as the Developer owns at least one (1) Home in the Community for sale in the normal course of business The Developer may relinquish its rights to appoint a majority of any said Trustees at any time, in its sole discretion, provided that the Owners, other than the Developer, agree by majority vote to -17- 573611.05 assume such control as provided by N 1 A C 5:26-8.4(d) Other details concerning the turnover of control by the Developer to Owners other than the Developer are set forth in Article IV of the By-Laws Regardless of whether or not administrative control of the Board of Trustees has been surrendered to the Owners, as improvements to the Community are completed, the Developer shall cause possession of same to be delivered to the Association, at which time the Association shall assume full responsibility for the repair and maintenance of same The conveyance of the clubhouse will be subject to the rights reserved by the Developer to use the facility for sales and/or marketing purposes until it has sold the last Borne within the Community. This will in no way relieve the Developer of its warranty obligations described in Paragraph .17 of this Public Offering Statement, BUDGET 6. Pursuant to Article VII of the By-Laws the Association is obligated to prepare an annual budget that reflects the anticipated Common Expenses for the ensuing fiscal year. Common Expenses include but are not limited to, the estimated costs for the operation, repair and maintenance of the Property, the estimated costs for the operation of the Association and amounts which are to be placed in separate accounts as reserves for deferred maintenance and replacement of and capital improvements to the Property. Estimated annual operating budgets based upon full occupancy of Phase I (consisting of 273 Homes) and prevailing costs for 2004, as same is now proposed, appear as Exhibit 2 of this Public Offering Statement One budget for Phase I sets forth the Common Expense Assessments which will be imposed prior to the completion of the Clubhouse facilities, and a further budget which will be adopted upon the completion of the Clubhouse facilities An estimated annual operating budget based upon the full build out of the -18- 573611.05 Community (consisting of 397 Homes) and prevailing costs for 2004, as same is now proposed, also appears as Exhibit 2 of this Public Offering Statement Included with the aforesaid estimated budget is an estimate of the initial annual Common Expense Assessments to be levied against the Homes for the initial fiscal year of the Association as well as a letter opining as to the adequacy of the budget and reserve funds. While no agreement has been entered into as of the date of this Public Offering Statement, the estimated budget appearing as Exhibit 2 to this Public Offering Statement anticipates that the Township of Egg Harbor will be providing the services of trash removal for the Homes within the Community, and snow clearance from the public roadways serving the Community, and lighting of the public roadways. The funds necessary to meet the Common Expenses contemplated by the budget are acquired by the Association primarily through payment of the Common Expense Assessment by Owners in monthly installments on the first day of each month In the event of a casualty loss or eminent domain proceedings affecting the Common Property, if there is any common surplus of the Association, or any other disposition of the Common Property, any proceeds derived from same shall be allocated among the Owners in the same manner as those expenses were assessed or the Board may carry the surplus into the following fiscal year. The forecasts, discussed herein are not intended to be, and should not be taken to constitute, a guarantee by anyone that the actual initial Common Expense Assessments levied by the Board of Trustees for the Association's first or succeeding fiscal years of operation will be as set forth in the budget; and it is likely that the actual Common Expense Assessments will vary from the amounts shown. The Developer will not be -19- 573611 .05 obligated to pay Common Expense Assessment installments for those Homes. within the Community to which it holds title and for which the Township of Egg Harbor has issued Certificates of Occupancy, including sales office and models, until such time as they are initially conveyed for residential purposes in the ordinary course of business. The Developer has reserved the right, but it is not obligated, while in control of the Association, to subsidize, in whole or in part, any deficit between the actual operating expenses of the Association and the Annual Common Expense Assessments assessed against Homes conveyed by the Developer. The Developer does not, however, intend to subsidize any deficit resulting from nonpayment of Annual Common Expense Assessments by Owners Any subsidy shall not be used to artificially reduce the Annual Common Expense Assessments. Furthermore, the Developer makes no representations as to any increase which may result in the Common Expense Assessments should the Developer terminate or modify any subsidy by it of the Common Expense Assessments Furthermore, until such time as the Developer has conveyed title to the last Home in the Community to an individual Owner, the Association shall not take any action to increase the Annual Common Expense Assessments, or impose any Special, Emergency, Capital Improvement, or Remedial Common Expense Assessment, or any other Assessment under Article VI of the Declaration without the prior written consent of the Developer. In addition to the Annual Common Expense Assessments, Article VI of the Declaration provides that the Board of Trustees may also levy other types of assessments, including (1) Special Common Expense Assessments, (2) Emergency Common Expense Assessments, (3) Capital Improvement Common Expense Assessments; (4) Remedial Common Expense Assessments; and (5) Miscellaneous Assessments. -20- 573611.05 If the costs incurred by the Association for any particular fiscal year exceed those which are estimated in the Association's budget, the Board of Trustees can impose a Special Common Expense Assessment to cover the deficiency. In addition, the Board of Trustees is empowered under the terms of Article VI of the Declaration to levy an Emergency Common Expense Assessment to defray the cost of any emergency or other repair, replacement or improvement of the existing common facilities of the Association Any such repair, replacement or improvement which is not of an emergent nature, and costs more than $25,000, adjusted by increases in the Consumer Price Index for all Urban Consumers since 2004, and which has not been included in the Association's budget, must be approved by a majority of the Owners in I good standing. Any expenditure for repair, replacement or improvement of the Common Property will be assessed against all Owners The Board of Trustees is also authorized to levy a Capital Improvement Common Expense Assessment for the purpose of acquiring or constructing a new capital improvement Any new capital improvement which costs more than $25,000 increased by the percentage of increase in the Consumer Price Index for all Urban Consumers since 2004 must be approved by at least two-thirds (2/3) of the Owners. Such an assessment cannot be made against the Developer without its express consent If the Association performs any exterior maintenance to the Home that is typically the responsibility of the Owner and is not contemplated by the projected operating budget, the Board of Trustees may levy a Remedial Common Expense Assessment against each individual Home affected for the cost of such maintenance Such maintenance may occur either because an Owner has failed to fulfill his responsibilities, causing damage to the Common Property, or because the Board of Trustees has determined, by its Rules and Regulations, to furnish certain items of ordinary exterior maintenance and -21- 573611 .05 repair to Homes. Finally, any and all fines, late charges, costs of collection, interest on unpaid assessments, capital contributions, initiation fees, escrow deposits or any other sums due to the Association from an Owner shall constitute a Miscellaneous Assessment which the Owner has covenanted and agreed to pay in the same manner as all other Common Expense Assessments. Until Homes are individually assessed and billed for real estate taxes by the Township of Egg Harbor, funds required to enable the Association to pay on behalf of all Owners any bulk real estate taxes estimated or assessed by the Township of Egg Harbor against the Community shall be collected by the Association through the assessment and collection of an additional Common Expense Assessment separate and apart from all other regular or special Common Expense Assessments imposed by the Association. This additional Common Expense Assessment may be utilized by the Association to establish and fund such real estate tax escrows as may be deemed necessary in the sole and absolute discretion of the Board so as to assure timely and full payment of bulk real estate taxes that are estimated or assessed. Further details of this additional Common Expense Assessment can be found in Article VI. of the Declaration. The regular Common Expense Assessments, Special Common Expense Assessments, Emergency Common Expense Assessments and other assessments levied by the Board, are personal obligations of each Owner under the terms of the Declaration. Payment of these charges is secured by an automatic and continuous lien against each Home. If any assessment instituted is not paid by an Owner, the Board can accelerate the outstanding installments and initiate a lawsuit to foreclose upon the Home. The Association can also commence an action against .a delinquent Owner to compel the payment of any unsatisfied regular or special assessments. -22- 573611.05 While the Developer maintains a majority of the Board of Trustees, it shall make no additions, alterations, improvements or purchases not contemplated in this Public Offering Statement which would necessitate a special assessment or a substantial increase in the monthly assessment unless required by a government agency, title insurance company, mortgage lender or in the event of an emergency. While the Developer maintains a majority of representation on the Board, the Developer shall post, at the Association's expense, a fidelity bond or other guarantee acceptable to the Department of Community Affairs in an amount equal to the annual budget. Commencing with the first anniversary date of the recording of the Declaration and for succeeding years thereafter in which the Developer maintains a majority of representation on the Board of Trustees, the amount of the bond or other guarantee shall be in an amount sufficient to include accumulated reserves. The Association is responsible for paying the premiums on such bonds. 7. IMPROVEMENTS The Homes, parking areas, landscaped grounds, sidewalks, recreational facilities and other site improvements discussed in Section 3 of this Public Offering Statement are the only improvements contemplated by the Developer. 8. MANAGEMENT AND SERVICE CONTRACTS The Developer intends to cause the Association to enter into a management agreement appointing Wentworth Property Management, as the initial managing agent ("Managing Agent") for the Community prior to the closing of the first Home. A copy of this proposed Management Agreement appears as Exhibit 5 of this Public Offering Statement. Such management agreement will provide for certain financial and physical management of the Community -2.3- 573611.05 including, but not limited to, collection of assessments, payment of invoices, landscaping, snow clearing, operation and maintenance of the Common Property and amenities, and other similar items. The Management Agreement is for a period of two (2) years and may be terminated by either party with or without cause at the end of the month following the month in which a notice of termination is given. It is anticipated that, for so long as the Developer controls the Board of Trustees, the Managing Agent will continue to serve in its capacity as such for successive one year periods. The estimated management fee to be paid to the Managing Agent for services rendered is included in the proposed budget attached hereto as Exhibit 2. It is anticipated that the Association, while its Board of Trustees is controlled by the Developer, will enter into refuse collection (from the recreational facilities) , lawn maintenance, snow clearing, grounds maintenance and other agreements for services for the Community for which the Association rather than the Owners is responsible. There are presently no other service contracts, leases or other contracts or agreements or proposed contracts or agreements affecting the use, maintenance or access of any or all of the common facilities contemplated which will be binding upon the Association. In accordance with the regulations promulgated pursuant to the Planned Real Estate Development Full Disclosure Act, N.J.A.C. .5:26-8.5, and for so long as the Developer controls the Board, no Management Agreement or any other contract or agreement affecting the use, maintenance, management or access of the common facilities entered into between, the Developer and an Affiliate as defined in the Declaration, shall exceed one (1) year. Further, any such contracts or agreements shall not be renewed for periods in excess -24- 573611.05 of one (1) year and the Association may, at the expiration of any one (1) year period, terminate any further renewals or extensions thereof. RELATIONSHIP BETWEEN DEVELOPER AND MANAGING AGENT 9. There exists no relationship between the principals of the Developer and the principals of the Managing Agent. 10 RESTRICTIONS ON OCCUPANCY, ALIENATION AND ALTERATION Under Article IX of the Declaration, certain restrictions are imposed upon the use, occupancy, right to transfer and right to alter the Homes. These restrictions place limitations on activities such as keeping pets, parking vehicles, dumping waste, affixing loudspeakers, antennae or other items to the exterior of a Home, making structural alterations to a Home, and placing or causing to be placed any sign or signs upon any part of the Community. The restrictions also limit to two (2) the number of pets permitted to be kept in a Home, require the installation and maintenance of draperies, blinds or curtains on the windows at all times, and prohibits the construction of fences or sheds anywhere in the Community. In addition, limitations are placed on the leasing and mortgaging of Homes. No Owner other than the Developer during the ordinary course of business shall lease or enter into an arrangement for use and/or occupancy of a Home for a term or period of less than three (3) months or more than one (1) year. Furthermore, no Owner shall permit the use and/or occupancy of a Home for transient or hotel 'purposes. Rentals shall be pursuant to leases which (a) are in writing; (b) are expressly subject to all applicable laws and provisions of the Governing Documents; and (c) expressly assign to the Association all rents due under the lease in the event of any delinquency in the payment of Common Expenses or other charges due and payable to the Association for more than thirty (30) days, including authorization for the -25- 573611.05 tenant to pay such rents directly to the Association to the extent that such Common Expenses and other charges are due and payable to the Association with respect to the Home Moreover, no lease or occupancy of a Home shall be permitted unless a true copy of the lease is furnished in advance to the Association, together with the current address and phone numbers of both the Owner and the lessee. In addition, the Owner of the Home shall not have the right to utilize the Common Property during any period that said Home is rented. Except as permitted in Section 9.02 of the Declaration, an Owner shall not have the right to lease his Home or otherwise enter into arrangements for the use and/or occupancy of his Home. Every lease must also expressly state that the Owner of the Home has provided the tenant with the Governing Documents. Every lease must also expressly prohibit assignment of the lease and subletting. The occupants of any leasing or other arrangement for the use and/or occupancy for a Home shall also satisfy the age restrictions set forth in Section 9.04 of the Declaration. Prospective purchasers should carefully review Section 9.02 of the Declaration which sets forth in detail the terms and conditions governing the rental of Homes. Occupancy of Homes within the Community will be restricted to occupancy by at least one (1) permanent resident of a Home being at least fifty-five (55) years of age or over, with no children under nineteen (19) years of age permitted as permanent residents.. These are only examples of the types of restrictions on occupancy, transfer, and alterations that have been placed on the Community. Prospective buyers must be aware that as Owners they will be bound by these restrictions and any others imposed in the future by the Association. The Association is charged with enforcing these restrictions and may do so by -26- 573611.05 several different means, including the imposition of fines or the institution of appropriate legal action. Each prospective purchaser should refer to Article IX of the Declaration and become thoroughly familiar with the restrictions before purchasing a Home. 11. INSTRUMENTS TO BE DELIVERED TO PURCHASER A copy of the Contract for Sale of Real Estate attached hereto and made a part hereof as Exhibit 3 will be executed by the Developer and each purchaser for the purchase of a Home. At closing, a Deed in the form attached hereto as Exhibit 4 will be delivered to each Owner. No membership certificate in the Association will be delivered. 12. MONIES PAID PRIOR TO CLOSING Except as provided in the Contract for Sale of Real Estate, all deposit monies paid by prospective purchaser directly or through his agents or employees will be held in an escrow account by Grande Title Agency, LLC ("Escrow Agent") , 185 West White Horse Pike, Berlin, New Jersey 08009 until such time as title to the Home is transferred or the Contract for Sale of Real Estate is terminated, at Commerce Bank - Berlin Office, 247 South White Horse Pike, Berlin, New Jersey 08009. 13. EASEMENTS, ENCUMBRANCES AND RESTRICTIONS The Developer reserves the right to encumber, all or any portion of the Community with the lien of a construction mortgage(s) at 'any time prior to its conveyance of a Home to a purchaser. Any Contract for Sale of Real Estate pursuant to which a purchaser has contracted to purchase a Home in the Community shall by its express terms be subordinate and subject to the lien of any such mortgage(s) . Any blanket mortgage(s) shall provide for the release of individual Homes. Furthermore, the Developer shall be obligated, -27- 573611.05 at its sole cost and expense, to obtain the release of a Home before conveying title to a Home to a purchaser. No purchaser shall be obligated to accept title to a Home unless the Developer demonstrates that the Home and its proportionate interest in the Property will be or has been released from the lien of the mortgage (s) prior to or at the time of the conveyanóe of the Home to a purchaser. In the event the Developer cannot secure such release of the Home at or prior to closing, the purchaser shall be entitled to receive a full refund of all deposit monies paid under the Contract for Sale of Real Estate The Developer will also reimburse the purchaser for title examination and survey costs if the purchaser produces adequate proof that the purchaser has paid or been charged for these expenses As of the date of this Public Offering Statement, the Community is not subject to the lien of any mortgages. The Community will be subject to the following easements which shall apply and run to each Owner: (1) An exclusive easement for the existence and continuance of any encroachment by his Home upon any portion of the Common Property or adjacent Home now existing or which may come into existence hereafter as a result of construction, reconstruction, repair, shifting, settlement or movement of any portion of a Home, or as a result of condemnation or eminent domain proceedings, so that any such encroachment may remain undisturbed so long as the Home stands; (2) A non-exclusive easement for ingress to and egress from his Home in, upon, under, over, across and through the Common Property; (3) A perpetual and non-exclusive easement for access to and enjoyment of any facilities which may be constructed on the -28- 573611 .05 Common Property, provided, however, that the use of such easement may be denied by the Board during any period when the Owner's membership in the Association is deemed by the Board not to be in good standing. The Developer, its successors and assigns, shall have the following easements with respect to the Community: (1) A blanket and non-exclusive easement in, upon, over, through, under and across the Property for the construction, installation, maintenance and repair of any improvements to the Community and Common Property, for ingress and egress for the use of all roadways, drives, driveways, walkways and parking areas, and for the placement of signs and utilization of existing and future model Homes for sales promotion and exhibition, until the expiration of two (2) years from the date the last Home is sold and conveyed in the normal course of business, but in no event more than ten (10) years from the date this Declaration is recorded. In addition, the Developer hereby reserves the irrevocable right to enter into, upon, over or under any Home for such purposes as may be reasonable and necessary for the Developer or its agents to service the Common Property, the Community, any Home or any part of a Home, provided that requests for entry are made in advance and that such entry is at a time In case of an emergency, reasonably convenient to the Owner. such right of entry shall be immediate whether or not the Owner is present at the time; (2) A perpetual, blanket and non-exclusive easement in, upon, over, under, across and through the Community for surface water runoff -29- 573611.05 and drainage caused by natural forces and elements, grading or the improvements located upon the Community. No individual Owner shall directly or indirectly interfere with or alter the drainage and runoff patterns and systems within the Community; and (3) A specific easement in favor of the Developer, its successor and assigns, its agents, servants and licensees, for the purposes incidental to the development and the construction and marketing of the Community by the Developer, its successors and assigns, provided, however, that such easement shall expire upon the conveyance by Developer, in the ordinary course of business, of the last Home, to an individual or entity other than Developer. A The Community shall also be subject to the following perpetual easements for the benefit of the Association: (1) An exclusive easement for the maintenance of the Common Property, and lawn maintenance and irrigation for individual Homes, and (2) Through the Board of Trustees or any manager or managing agent, or their respective agents or employees, the Association shall have the perpetual and non-exclusive right of access to each Home (i) to inspect same in connection with the performance of its responsibilities under the Governing Documents, (ii) to remedy any violations of law and/or the provisions of the Governing Documents, and (iii) to perform any operations required in connection with the maintenance, repairs or replacements of or to the Common Property, or any equipment, facilities or fixtures affecting or serving any Home(s) or the Common Property; provided that requests for entry are made in advance and that any such entry is at a time reasonably convenient to the Owner. In case -30- 573611.05 of an emergency, such right of entry shall be immediate, whether the Owner is present at the time or not B. Any holder of a Permitted Mortgage, its officers, agents and employees, shall have a blanket perpetual and non-exclusive easement to enter the Community and to inspect the condition of the Common Property or any Homes encumbered by a mortgage owned by it This right shall be exercised only during reasonable daylight hours and then, whenever practicable, only after advance written notice to and with the permission of the Board of Trustees and the Owner in question C The Common Property is subject to blanket, perpetual and nonexclusive easements of unobstructed ingress to and egress from, access to and travel within, upon, over, under, across and through the Community to the Township of Egg Harbor, its respective officers, agents and employees (but not the public in general) , and all police, fire and ambulance personnel in the proper performance of their respective duties (including but not limited to emergency or other necessary maintenance, repair and/or replacement to a Home which the Owner has failed to perform) and for emergency or other necessary maintenance, repair and/or replacement of the Common Property which the Association has failed to perform The foregoing easement for the benefit of the Township of, Egg Harbor is expressly understood to include a maintenance easement to the Township of Egg Harbor authorizing, but not requiring, the Township of Egg Harbor to enter upon the Common Property for the purpose of inspection and/or maintenance and/or repair of the detention basins established within the Common Property and for which the Association is responsible in the event the Association fails to fulfill its responsibilities relative thereto Except in the event of emergencies, the rights accompanying the easements provided for herein shall be exercised only -31- 573611.05 during reasonable daylight hours and then, whenever practicable, only after advance notice to and with permission of the Owner(s) directly affected thereby. D. The Community is subject to a blanket, perpetual and non-exclusive easement of unobstructed ingress to and egress from, access to and travel within, upon, over, under, across and through the Common Property for the purpose of reading, servicing or repairing utility lines and do everything and anything else necessary in order to properly maintain and furnish utility service to the Community, which easement shall be for the benefit of the Developer and any duly authorized governmental agency, utility company or other entity furnishing utility service, including master cable or television or electronic security service to the Common Property. E. The Community will also be subject to all easements, restrictions and grants of record which affect the Property as recorded with the Atlantic County Clerk including, but not limited to, as set forth below: 1. Restriction prohibiting the Property to be used for a sand and/or gravel pit as contained in Deed Book 1809, at Page 135, 2. Vacation of a portion of Mill Road by Ordinance No. 6 of 1992, Township of Egg Harbor, recorded July 23, 1992 in Vacation of Roads Book 16, Page 127. 3. Declaration of Coveriantand Restriction by DiMarcan, L.L.C. dated February 2, 2004 and recorded June 23, 2004 as Instrument No. 4062465 and in Deed Book 7766 at Page 1, restricting sufficient acreage of the Property to maintain consistency with the residential density requirement. 4. Amended Declaration of Covenant and Restriction by DiMarcan, L.L.C. dated September, 24, 2004 and recorded October 5, 2005 as Instrument No. 4099864 and in Deed Book 7.860 at Page 1, restricting sufficient acreage -32- 573611.05 on the Property to maintain consistency with the residential density requirement (corrects the legal description contained in Instrument No 4062365 recorded in Deed Book 7766 at Page 1 5. Developer's Agreement-English Mill by and between the Planning Board of the Township of Egg Harbor and DiMarcan L L C dated July 2 2004 and recorded July 15, 2004 as Instrument No 4070465 and in Deed Book 7783 at Page 1. 6 Cross-Easement Agreement by and between Canetic Land, L L C and D R Horton, Inc.-New Jersey dated October 7, 2004 The Developer will have satisfied its obligations as to quality of title if it delivers at the closing title subject only to the exceptions referred to in this Public Offering Statement and the Specimen Owner's Policy of Title Insurance that appear as Exhibit 7. 14. NATURAL AND ARTIFICIAL FORCES AFFECTING USE OF THE PROPERTY Charles Jones L L C has certified that portions of the Community are located within a Flood Hazard Area as identified by the Federal Insurance Administration Copies of the certifications appear as Exhibit 6 to this Public Offering Statementi Based upon the review of a plan of the Community, a determination will be made that none of the improvements proposed for development will be located within a Flood Hazard Area Accordingly, prospective purchasers should note the proposed insurance coverage of the Homeowners Association as set forth in Exhibit 2 to this Public offering Statement does not include flood insurance coverage for any part of the Community or any improvements Each purchaser should consult their own professionals to determine if flood insurance is either necessary or desirable -33-- 573611,05 The Developer makes no representation as to the requirements of any applicable mortgage lender with respect to flood insurance Neither the Developer nor Association shall have any responsibility or obligation in this regard As part of the normal development process, the Developer obtained and reviewed various environmental tests, investigations and reports of the soils within the Community. In this regard the Developer caused a Preliminary Assessment & Phase I Environmental Site Assessment dated September 30, 2002 to be prepared by Schoor DePalma Inc (the "Phase I Assessment") The purpose of the Phase I Assessment is to determine the presence of environmentally sensitive areas and hazardous material that might impact the site's development potential It provides a non-intrusive assessment of historical uses of the site relevant site conditions, environmental regulations and for current compliance obligations They define environmentally sensitive areas and discuss certain materials deemed hazardous under state and federal environmental laws and regulations that were found in and near the site the various historic operations that took place on and near the property and its surroundings The Phase I Assessment found that there was non-hazardous solid waste observed at the site which will be addressed during the development of the Community. Wetland areas located on the northern portion of the Property were also noted in the Phase I Assessment A copy of the Phase I Assessment may be reviewed in the Developer's sales office Before a Purchase Agreement is signed for the purchase of a Home, all people who will reside in the Home are urged and indeed are instructed to review these materials to learn about and to have -34- 573611.05 their questions answered on the scope and details of the environmental history of the site and the general area. Elevated radon levels have been discovered in existing homes and other structures which have been tested in New Jersey, including Atlantic County. The New Jersey Department of Environmental Protection has not classified Egg Harbor Township, Atlantic County as a "Tier One" area for purposes of testing for the presence of radon gas an existing structures Radon is a naturally occurring invisible, odorless gas formed underground by decaying radium The gas, which usually rises to the surface and dissipates harmlessly, can reach elevated levels if trapped an well insulated or poorly ventilated areas At the present time, the Developer as unaware of any reliable test to determine radon levels an soil and it is impossible to know whether elevated levels will be found in Homes constructed by the Developer within the Community. The Developer cannot represent, warrant or guarantee that the techniques utilized by the Developer in the construction of the Homes will eliminate or reduce the entry of radon gas into a Home Prospective purchasers should note that once a Home is constructed, the levels of radon gas that might be detected by a test are dependent upon many factors which are unique to the Home, the time of the year that testing takes place and the lifestyle of the occupants of a Home It is not possible to obtain readings of radon levels while a Home as under construction which would be reliable indicators of levels of completed, occupied Homes, therefore, purchasers shall not be permitted to take The Developer cannot give measurements prior to the acquisition of title If, after scientific advice concerning the existence or effects of radon. ,a Home, an Owner conducts a test for the presence the conveyance of title to of radon gas which reliably reveals a recognized unacceptable level of same, -35- 573611 .05 any remedial efforts required to alleviate the problem shall be the Owner's responsibility at his sole cost and expense. All recognized environmental conditions discussed in the Phase I have been addressed by the Developer, or its predecessor in title as of the effective date of this Public Offering Statement A copy of the Phase I Assessment Report, in its entirety, is available for review by prospective purchasers at the Developer's sales office It is the Developer's good faith belief and opinion that the aforesaid concerns set forth in the Phase I Assessment will not adversely affect, on a regular basis, the use and/or enjoyment of the Homes and/or the Property, however, prospective purchasers should make their own independent evaluations an this regard The Developer will perform the recommendations of the Phase I Assessment as aforesaid in its development of the Property. A number of factors such as the final topography and other natural conditions of the land may affect the use and enjoyment of Homes and areas around them Purchasers should review the approved site and topography plans available in the Developer's sales office, keeping in mind that grading and clearing of the site for construction, location of retaining walls, the setback distances between buildings and site boundaries or other structures and natural vegetation maybe changed due to governmental directives or conditions encountered during construction The setback or other zoning requirements and the easements and restrictions discussed elsewhere herein may also affect an Owner's ability to make improvements to his Home after it is conveyed by the Developer and Purchasers should consult with their attorney to determine the impact of same, if any. Purchaser should also be aware that neither the Developer nor its sales representatives make any representations concerning purchasers ability -36- 573611 .05 to use their property other than those representations set forth in each Contract of Sale. Purchasers need to determine for themselves their ability to make improvements to their property after they close title. For example, Purchasers should make their own investigation by consulting with the appropriate professionals as to their ability to construct a storage shed, deck, patio, fence, etc. The existence of wetland areas, easements, drainage swales and setbacks as depicted on the approved subdivision plans may affect their ability to make, certain improvements to their lot. No assumptions should be made with respect to the flatness or steepness of site grades or driveway grades, the number of trees/plantings on their lot or retaining walls. Both existing and required slopes and grades, as well as soil and rock conditions, will have an effect on the final grade condition of their lot. Purchasers may or may not find these final grade conditions suitable for their intended uses and enjoyment of the property. Further, the disturbed portion of their lot will be graded and seeded and a portion of their lot will be left in its undeveloped natural state which may be wooded, a meadow or a fallow field. Purchasers should be aware that yard areas are sloped to accommodate drainage from their lots as well as from adjoining properties. Also, no representations are made as to location of utility vaults or boxes, utility poles, street lights, street signs, mailboxes or fire hydrants Purchasers should carefully review the final subdivision plans located in the Sales Office and on file with the Township. If Purchasers are not comfortable reviewing the plans, we encourage them to retain someone competent to review such plans, particularly with respect to the various easements, locaEion of septic systems, and final grade and lot clearing conditions that will exist upon completion of grading, clearing and -37- 5736i1 .05 landscaping (note that as stated above, these are subject to change during construction). To the best of Developer's knowledge, information and belief, the Community is not subject to any other regular or periodic natural or artificial forces that may have a detrimental impact on the use or enjoyment of the Community. 15. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS The Township of Egg Harbor tax rates and ratios for 2003 and the two (2) previous years are as follows TAX RATE PER $100 OF ASSESSED VALUE 2004 75.80 3 .184 2003 75.80 2.961 2002 82.37 2.691 After the Declaration is recorded, each Home will be subject to being separately assessed for local real estate property taxes and the liability of each Owner for the tax assessed against its Home will be independent of the liability of every other Owner. The Developer is unable to give a precise estimate as to what the actual real estate taxes assessed against each Home will be Therefore, each prospective purchaser should make independent inquiry with the tax assessor of the Township of Egg Harbor as to what the potential real estate tax liability for a specific Home might be. However, the Developer has been required by the Department of Community Affairs pursuant to the Planned Real Estate Development Full Disclosure Act to provide an estimate as to the amount of real estate taxes that might be assessed by the Township of Egg Harbor for the various Homes offered by the Developer hereunder. While the Developer is unable to represent what the actual real estate taxes -38- 573611.05 ultimately assessed against each Home offered hereunder will be for the year of conveyance or thereafter, the Developer, in order to comply with the aforesaid requirement of the Department, is providing the following based upon current estimates of low and high initial base sales prices: ESTIMATED INITIAL ESTIMATED ANNUAL BASE SALES PRICE REAL ESTATE TAXES $199,990 $4,824 $239,990 $5,792 The foregoing estimates have been prepared by the Developer utilizing the 2003 ratio of assessed value to true value and tax rate obtained from the Egg Harbor Township Tax Assessor's Office as of the latest date appearing on the cover of this Public Offering Statement. The aforesaid 2003 ratio and rate were then applied to the then current estimated initial base sales price for each of the Developer's model types being offered as of the date appearing on this Public offering Statement. The actual real estate taxes assessed against aparticular Home will depend upon a number of factors including, but not limited to, the actual purchase price of the Home, the assessed value of the Home as determined by the Egg Harbor Township Tax Assessor, the actual ratio of assessed value to true value utilized by the Egg Harbor Township Tax Assessor for a particular year in question and the actual tax rate established by Egg Harbor Township for a particular year. To the extent that any one or more of the aforesaid factors vary, the actual real estate taxes assessed against a particular Home maybe lower or higher than the estimates given. Thus, to the extent that the herein reflected estimated initial base sales price for a particular Home is increased in a particular transaction as a result of a purchaser's inclusion of extras, options, upgrades, etc., the real estate taxes can be expected to be higher than those estimated. Accordingly, the Developer makes no representation as to what the actual real -39- 573611,05 estate taxes assessed against any particular Home hereby offered will be. Each prospective purchaser should make independent inquiry with the Egg Harbor Township Tax Assessor's Office as to what the potential real estate tax liability for a specific Home might be Any real estate taxes or assessments due and payable at the time of closing of title to a Home will be adjusted and apportioned as of the date of closing. It is reasonable to expect that taxes will increase in the future. Any unconfirmed municipal assessment not due and payable as of a date prior to the title closing date will be paid by the purchaser. To the best of the Developer's knowledge, there are no existing or proposed special taxes or assessments on the Community. No representation is made, however, as to special taxes or assessments which may be assessed by the Township of Egg Harbor in the future. The Township of Egg Harbor has the right to make local improvements which benefit the Homes and the Community. Such improvements could include installation of utilities, road improvements or the like The cost of the improvement would be charged against the property receiving the benefit of the improvement. This charge, known as a special assessment, would be in addition to real estate taxes. The Developer is not aware of any actual or proposed special assessments that will affect the Community. In the event that there is a special assessment against the Community prior to recordation of the Declaration, the Developer will be responsible for the proportionate share of that assessment pro-rated to the day of recordation. If a municipal improvement benefiting the Home would be completed prior to the date of closing, the Seller would pay the assessment, if any. The Seller may use the proceeds of closing to satisfy the assessment. If a -40-- 573611 .05 municipal improvement benefiting the Home is not completed prior the date of closing, the Owner wouldbe responsible for paying the assessment, if any. 16. SETTLEMENT COSTS AND CLOSING OF TITLE A Title to each Home, insurable at regular rates, will be conveyed to each purchaser by the Developer by bargain and sale deed with covenants against grantor's acts free and clear of all liens and encumbrances other than: (1) Zoning regulations and ordinances of the Township of Egg Harbor, and any amendments thereto now or hereafter adopted; (2) Easements, covenants, restrictions, reservations, agreements and other matters contained, incorporated by reference or referred to in this Public Offering Statement, the Declaration or any exhibits thereto; (3) Any state of facts which would be shown by an accurate survey or title search, so long as same do not render title uninsurable at regular rates; (4) Those exceptions set forth in the specimen Owner's title insurance policy set forth at Exhibit 7 to this Public Offering Statement; (5) Possible additional taxes assessed or levied under N.J.S.A. 54:4-63.1 et seq. (added assessment for additions or improvements to a structure during the current tax year) and (6) From and after the date the Declaration is recorded, the lien in favor of the Association for unpaid Common Expense Assessments. -41- 573621.05 B. The estimated closing costs to be borne by each purchaser of a Home will include, but will not necessarily be limited to: (1) The costs for recording the deed to the Home; (2) Mortgage closing costs, if applicable, which shall include but not necessarily be limited to the following: a. a nonrefundable application fee that must usually be paid at the time the mortgage application is submitted; b, the mortgagee's counsel review fee; C. the mortgage recording fee; d. pro-rata interest on such mortgage loan from the date of closing of title to the Home to the date of the first regular monthly principal and interest payment; e. deposit establish an escrow account a to for the payment of annual real estate taxes which have been or will be assessed against the Home; f. the cost of private mortgage insurance, if only applicable, due upon closing of title; escrows, g. such other processing fees, origination fees, administrative may be required fees, etc., as a mortgagee, including, not to, by but limited appraisal fees, termite certification, inspection and reinspection fees, etc.; h. the cost of a mortgagee's policy of title insurance, fees, in including all premiums, search etc., connection with same; 573611 .05 the cost of a survey, approximately $450.00 .i. if requested by a purchaser or purchasers' lender; and flood insurance, if required by a lender; j. (3) The fees and expenses of his own attorney, if any; (4) A pro rata share of the Common Expense Assessment attributable to the Home, adjusted from the closing date to the first day of the next month; nonrefundable, A nontransferable (5) working capital contribution to the Association in an amount equal to $550.00, which will be available to the Association for (i) the off-set of cash flow or budget deficits, (ii) payment of operating expenses, operating contingency (iii) reserves, (iii) repair and replacement and/or deferred maintenance reserve, (iv) working capital reserve, and/or (v) any other lawful purposes(s) permitted by the Governing Documents; (6) The cost of an owner's fee policy of title insurance for his Home if desired by the purchaser, such policy being available through Gránde Title Agency, L.L.C., as agent for First American Title Insurance Company, or any other title company of the purchaser's choice; (7) The amount of any bulk real estate tax escrow imposed by the Association as discussed in Section 6 of this Public Offering Statement and as provided for in Article VI of the Declaration; and (8) any charge imposed by a settlement agent or lender including, but not limited to, a fee for filing Form 1099B. -43-- . 573611.05 The Developer will pay (i) the cost of preparation and recording of releases from any mortgages placed, upon the Property by the Developer, (ii) the cost of obtaining the certificate of occupancy from the Township of Egg Harbor, and (iii) the Realty Transfer, taxes. 17. WARRANTY The Developer warrants its construction of the Homes as follows: (1) In accordance with the provisions of the New Jersey New Home Warranty and Builders' Registration Act (N.J.S.A. 46:3B-1 et the gqJ, Developer shall enroll each Home, at or prior to closing, in an approved I warranty security plan and shall pay all requisite fees/premiums for such enrollment and coverage; provided, however,, any deductibles for such warranty coverage shall be the obligation of the purchaser. (2) The Developer warrants that any outbuildings, driveways, walkways, patios, decks, retaining walls and fences shall be free from substantial defects due to material and workmanship for a period of one (1) year from the date of closing or from the date of possession, whichever first occurs. . (3) The Developer warrants that all drainage is proper and adequate, and all off-site improvements, if any, will be free from defects for a period of one year from the date of construction provided that drainage is not altered during the construction of the Homes. (4) The Developer warrants that all Homes offered hereby are fit for . their intended use. (5) The Developer warrants that all the common facilities are fit for their intended use and Developer warrants the construction of same for a period of two (2) years from the date of completion of. each facility.. The Developer shall repair or correct ' any material defect in construction, -44- 573611 .05 material or workmanship in the common facilities within a reasonable time after notification of the defect. (6) The Developer also warrants that the residential dwelling shall substantially conform to sales models, descriptions or plans used, if any, to induce the purchaser to enter into an Contract for Sale of Real Estate to purchase a Home, unless otherwise noted in the Contract for Sale of Real Estate. (7) All landscaping installed by Developer is warranted for one year from the date of installation, however, the Developer does not warrant any trees and natural growth which existed on the Property prior to Developer's construction on the Property. The Association will be responsible for all maintenance of the landscaping, the trees, and natural growth on the Common Property and the maintenance of the lawn areas surrounding the Homes, excluding planting beds. (8) At the time of closing of title to a Home the Developer will assign to the Purchaser all assignable manufacturers' or suppliers' warranties or guarantees as to materials, appliances, fixtures and equipment The manufacturer or contractor providing any such warranty shall be primarily liable to correct any defect in the warranted item for the duration of the warranty. While the Developer maintains control of the Board, it shall take no action which adversely affects an Owner's rights under N.J.A.C. 5:25-5.5. Claims relative to defects in Property shall be processed in accordance with N.J.A.C. 5:25-5.5. No step taken by the Developer to correct a defect in a warranted item will serve to extend any warranty period beyond its initial term. The foregoing warranties are applicable only to the items warranted and only if -45- 573611.05 the noted defects are reported in writing prior to the expiration of the applicable warranty. Defects or damage caused by Owners, their guests or invitees are excluded from these warranties The Developer specifically disclaims any responsibility for any consequential damage caused by any defect in a warranted item and nothing contained herein shall be deemed to make the Developer an insurer of the property of any Owner. Prospective purchasers should note that the Home is a combination of a number of naturally occurring and man made products which contain variations. The Developer of a Home which will contain these products cannot guarantee their level of consistency. Accordingly, variations including those described below, are beyond the builder's control and neither the Developer nor their subcontractors are responsible when they occur in a Home WOOD: Wood of the same species will vary in color, mineral streaking, texture, pitch pockets, and grain uniformity, depending on when, where, and how the tree grew, and the fact that different wood products come from different manufacturers These characteristics will occur on adjacent cabinets, between pairs of doors and/or drawers, within the same cabinet panels, between flooring, stair treads and It is these railings, and between flooring and cabinets/vanities differences, caused by nature, that create the warmth and individuality of fine woods. these natural tend to hide some of Darker finishes characteristics while lighter finishes allow them to be seen Because of this, the variations in color and contrast may be different than that which can be visualized while at a display or in a smaller sample The finish characteristics of cherry wood, in particular, may be As it ages some areas of affected as the wood darkens with age -46-- 57361i. OS finish can appear less transparent or almost solid color. This finish variation is typical and cannot be considered defective. STUCCO The final appearance of a Home may be impacted by sunlight angles, shadows from architectural details,, application and texturing techniques, environmental surrounding and stucco lot to stucco lot color variations. BRICK/STONE Brick and stone products are composed of earthen materials and go through many processes before firing and consequently each run or lot of brick/stone will vary. Photographs, samples and even completed homes are only a representation of the color and each run or lot and even installation can vary from Home to Home. An exact replication of total color or percentages as displayed by samples or model homes cannot be guaranteed. GRANITE: The granite used in counter tops, fireplace surrounds and hearths, and tile contains color variations and "veining". Accordingly, consistency cannot be guaranteed. As indicated, the aforesaid are examples of naturally and made- made products which will contain variations This is not intended to be all inclusive and there will be other products which are an integral part of a Home which will exhibit variations similar to those described. INSURANCE 18. Under Article VI of the Declaration and Article VI of the By-Laws, the Board of Trustees is obligated to procure and maintain certain policies of insurance to the extent obtainable in the normal commercial market place, including Broad form insurance against loss by fire and other hazards A normally covered by the standard extended endorsement insuring the full -47- 573611 .05 replacement value of all improvements existing on the Common Property and covering the interests of the Association the Board of Trustees the Developer, and all Owners and Mortgagees as their respective interests may appear, in an amount equal to the full replacement value of such improvements (exclusive of foundations and footings), without deduction for depreciation B. Public liability insurance in such amounts as the Board of Trustees may, from time to time, determine covering each Trustee (and any other officer, the Managing Agent, the Manager, and each Member and shall also cover cross liability claims of one insured against another) from accidents occurring within the Property. Such public liability insurance shall be in an amount not less than $1,000,000.00 per occurrence for claims of bodily injury or property damage or both, C. Trustees and Officers liability insurance indemnifying the Trustees and Officers o,f the Association against the liability for errors and omissions occurring in connection with the performance of their duties, D. Workers' compensation and New Jersey Disability Benefits Insurance as required by law; Such other insurance as the Board may deem appropriate E The insurance that must be maintained by the Board is set forth in detail in Article VI of the Declaration and Article VI of the By-Laws A letter opining as to the adequacy of the insurance coverage proposed is included as part of Exhibit 2 of this Public Offering Statement. The premiums for all insurance carried by the Association shall be a Common Expense The coverage obtained by the Association will not be for the benefit of individual Owners or Homes. The Developer recommends that each Owner procure fire and casualty coverage for his Home and insurance -48-- 5736i1 .05 against liability for the Owner's acts or omissions and occurrences within the Owner's Home The Developer recommends that each Owner consult with a licensed insurance broker in order to ascertain the types of insurance and policy limits which best satisfy their needs and satisfy the insurance obligations imposed upon the Owners by the Declaration and the By-Laws Each such policy must, however, contain a waiver of subrogation of all claims against the Association and other Owners and satisfy other criteria established by Article VI of the Declaration and Article VI, Section 6.02(h) of the By-Laws 19. RIGHTS AND OBLIGATIONS OF DEVELOPER The Developer has obligated itself to perform in accordance with the terms of this Public Offering Statement. The Developer is not liable for any undertakings other than those set forth in the Governing Documents A. Unsold Homes - Rights of the Developer to Rent The present intention of the Developer is to sell all of the Homes in the Community; however, the Developer reserves the right to rent any unsold Home for such a term, at such a rental and under such terms and conditions as it shall deem appropriate In the event the Developer exercises its right to rent or lease to non-contract occupants, the Developer shall be responsible for the payment of the appropriate maintenance fee to the Association, in the same manner as all Owners of Homes Every lease must also expressly state that the Owner of the Home has provided the tenant with a copy of the Declaration and By-Laws Every lease is subject to the provisions outlined in Section 9.02 of the Declaration. B. Obligation of Developer to Post Fidelity Bond The Board of Trustees shall. require fidelity bonds for all persons handling or responsible for Association funds. The amount of such -49- 573611 .05 bonds shall be in the amount of the maximum funds that will be in the custody of the Association at any one time, but in no event less than the sum of three (3) months' assessments of all Homes in the Community. This amount shall be determined by the Board of Trustees While the Developer maintains a majority of representation on the Board of Trustees the Developer shall post, at the Association's expense, a fidelity bond or other guaranty acceptable to the New Jersey Department of Community Affairs, in an amount equal to the annual budget. For the second and succeeding years in which the Developer maintains a majority of representation on the Association's Board of Trustees, the amount of the bond or other guaranty shall also include accumulated reserves. The premiums on such bonds shall be paid by the Association The Developer shall be obligated to have the aforesaid fidelity bond or other guarantee in place by no later than the date of the recordation of the Declaration. The fidelity bond or other guarantee shall name "The Village Grande at English Mill Homeowners Association, Inc.," as beneficiary or loss payee and is to insure the fidelity of the managing agent that is named by the Developer-controlled Board of Trustees While the Developer maintains a majority of the Board of Trustees, the Developer shall have an annual audit of Association funds prepared by an independent public accountant, a copy of which shall be delivered to each Owner and to Eligible Mortgage Holder upon the submission of a written request for same by said Eligible Mortgage Holder within ninety (90) days of the expiration of the fiscal year of the Association The audit shall cover the operating budget and reserve accounts. Except as provided above, no bond or other guarantee will be provided to secure the Developer's obligations under this Public offering Statement -50- 573611.05 20 HOMES ACQUIRED BY THE ASSOCIATION All Homes acquired by the Association or its designee, if any, shall be held by it or its designee, on behalf of all Owners No Homes so acquired and held shall carry voting rights during the period of Association ownership 21 FINANCING AND TERMS OF PURCHASE Each Home will be initially offered for sale under the terms and conditions set forth in the Contract for Sale of Real Estate, attached hereto as Exhibit 3 The Developer reserves the right to change the prices under which any unsold Homes are offered for sale The Developer also reserves the right to change the terms under which such sale is offered to the general public. If an individual elects to purchase a Home, he will be required to execute a Contract for Sale of Real Estate for the applicable Home and tender a check for the initial down payment in the amount of no less than $5,000.00 and no more than ten (10) percent of the base purchase price. A cash payment shall be required for 50- of the amount of any additional extras selected at the time such extras are ordered THE CONTRACT FOR SALE OF REAL ESTATE PROVIDES THAT A PURCHASER SHALL HAVE THE RIGHT TO CANCEL THE AGREEMENT, WITH OR WITHOUT CAUSE, BY SENDING OR DELIVERING WRITTEN NOTICE OF CANCELLATION TO THE DEVELOPER BY MIDNIGHT OF THE SEVENTH CALENDAR DAY AFTER THE DAY ON WHICH THE AGREEMENT WAS EXECUTED. SUCH CANCELLATION SHALL BE WITHOUT PENALTY, AND THE INITIAL DOWN PAYMENT MADE BY THE PURCHASER SHALL BE PROMPTLY REFUNDED IN ITS ENTIRETY WITHOUT INTEREST. If the purchaser defaults under the terms of the Contract for Sale of Real Estate, the Developer may cancel the Agreement and be entitled to liquidated damages in an amount equal to ten (10%) percent of the base -51- 573611.05 price of the Home, which total purchase price will include the cost of all extras installed by the Developer at the request of the purchaser, without interest If the deposit exceeds this amount, the Developer will refund the difference to the purchaser, without interest, within a reasonable time after the Contract for Sale of Real Estate is cancelled by the Developer. If the deposit is less than the amount the Developer is entitled to recover, the Developer may institute suit for the balance. If a Contract for Sale of Real Estate is cancelled by the Developer upon the default of a purchaser, the Developer will have the right to sell the Home to others, and the defaulting purchaser and the Developer will be relieved of all further liabilities and obligations with respect to the Contract for Sale of Real Estate. • In the event the Developer defaults under and pursuant to the terms of the Contract for Sale of Real Estate, the purchaser will only be entitled to a refund of all deposit monies paid, without interest, together with the costs of title examination and survey actually incurred by the purchaser. The terms of the sale and other provisions of an actual Contract for Sale of Real Estate entered into between the Developer and any given purchaser may vary from the provisions contained in the form in Exhibit 3 of this Public Offering Statement based upon negotiations between the parties, but such variations shall have no effect on the provisions of any other Contract for Sale of Real Estate theretofore or thereafter entered into by the Developer and any other purchaser or materially affect the Developer's obligations as set forth in this Plan In addition, the Developer reserves the right to change the purchase price and other terms and conditions of purchase -52- 573611.05 As of this date, the Developer has made no arrangements to designate a particular lending institution to provide mortgage financing to purchasers. In the event a lender is designated, and a purchaser wishes to finance a portion of his purchase price through the designated lender, he will be obligated to complete all applications for the loan required by the lender and return them to the Developer within the times set forth in the Contract for Sale of Real Estate. If the purchaser's application for a loan to a designated lender does not result in the issuance of a commitment for the loan within the time set forth in the Agreement, the purchaser must then take steps to obtain financing from a lender of his choice within a particular time. If a purchaser wishes to apply in the first instance for financing from a lender other than any designated by the Developer, he will also be obligated to take the necessary steps within particular times. All prospective purchasers are advised to review the sample Contract for Sale of Real Estate carefully in this regard. GENERAL 22. The Developer does not knowingly omit any material fact or contain any untrue statement of material fact and does not contain a complete summary of all the provisions of the various documents referred to herein. Statements made as to the provisions of such documents are qualified in all respects by the contents of such documents. No person has been authorized to make any representation which is not expressly contained herein. Any information, data or representation not contained in this Public Offering Statement, the Application for Registration as filed with the Division of Codes and Standards, Bureau of Homeowner Protection of the New Jersey Department of Community Affairs or in the documents referred to in this Public Offering Statement may not be relied upon. -53- 573611.05 To the best of the Developer's knowledge, information and belief, there are no lawsuits or other proceedings now pending or any judgments outstanding against the Developer or any person which might become a lien against the Property or which might materially affect this .offering except as herein expressly set forth. The Developer represents that the Developer and the Association, for so long as it is controlled by the Developer, will not discriminate against any person because of sex, race, creed, marital status, color, national origin, ancestry, familial status, handicap, affectiondl or sexual orientation in the sale of any Home. The Developer reserves the right to amend this Public Offering Statement and related documents from time to time, and any such amendment which does not materially and adversely affect any purchaser or his Home or which is required by a lender having a mortgage on the Property, by any title company approved by the Developer to insure title to the Property or by any governmental agency having jurisdiction over the Property, shall be binding upon every purchaser who has theretofore executed a Contract for Sale of Real Estate or accepted title to a Home. A copy of the Developer's most recent Financial Statement is available for inspection by interested prospective purchasers at the sales office for the Community. The Developer hereby represents that to the best of its knowledge, information and belief the statements and representations contained herein are true and accurate. D.R. HORTON, INC. - NEW JERSEY, /s/ Al Garfall By: Al Garfall, President -54- 573611.05 EXHIBIT 1 DECLARATION OF COVENANTS AND RESTRICTIONS FOR THE VILLAGE GRANDE AT ENGLISH MILL THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. • . DECLARATION OF COVENANTS AND RESTRICTIONS • . . FOR . THE VILLAGE GRANDE AT ENGLISH HILL .• . Prepared by: Christine F.. Li, Esq. RECORD AND RETURN TO: . • . • GREENBAUN, ROWE, SMITH & DAVIS, LLP Attention: Christine F. Li, Esq.. • • . S • P.O. Box .5600 • S • S • • Woodbridge, New Jersey 07095 • S • • • • $73610.04 THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK DECLARATION OF COVENANTS .AND RESTRICTIONS. FOR THE VILLAGE GRANDE AT ENGLISH MILL TABLE OF CONTENTS Page ......................................................... ARTICLE IDEFINITIONS .......................................................... 4 . 1.01. General 4 Affiliate 1.02. ................................................... 4. 1.03. Amendment and Supplement 5 1.04. Annual Common Expense Assessment 5 1.05. Association 5 1.06. Board or Board of Trustees 5 .1.07. By-Laws .....................................................• ........ 6 1.08. Capital Improvement Common Expense Assessment . ..... .. . 6 1.09. Certificate of Incorporation 6 1 10 Common Expenses 6 1.11. Common Property ........................................... Declaration 6 1.12. 7 1.13. Developer 7 1.14. Dwelling 7 1.1.5. Eligible Mortgage Holder 7 1.16. Emergency Common Expense Assessment 8 1.17.. Entire Tract 8 1.18. Fair Housing Act 8 1.19. 55 or Over Housing 8 . Mortgage ... . . - 1.20. First ........................................... Phases 8 1.21. Future .................................................. 1.22. Governing Documents 8. 1.23. Home 9 .................................................................. 1.24. Institutional Lender 9 1.25. Lease ................................................. 9 10 ....... 1.26. Limited Common. Expenses 1.27. ........................................ 10 Lot ..................................................................... 1.28. Member 10.. 1.29. Member in Good Standing 10 1.30. Miscellaneous Assessments 10 1.31. Mortgage 11 1.32. Mortgage Holder 11 .................................................. 1.33 Owner 11 1 34 Permitted Mortgage 11 1.35 Permitted Resident 11 1.36. Property ............................ 12 .1.37.. Remedial Common 12 Expense Assessment ........................... 12 1.38. Rules and Regulations 12 1 39 Section 13 1.40. Special Common Expense Assessments 13 -1-- 573610.04 13 IIGENERAL DESCRIPTION OF THE ENTIRE TRACT ARTICLE The Entire Tract ............................................ 13 2.01. Homes Procedure ForMaking Additional Phases and a 2.02. 14 Subject To The Declaration ............................................... ARTICLE uIPROPERTY SUBJECT TO THIS DECLARATION .......................14 The Community ............................................ 14 3.01. ......... 15 Submission, of Other Improvements .........; . . . 3.02. Title to Common Property ..................................15 3.03. ARTICLE IVDESCRIPTION. OF HOMES AND RESPONSIBILITIES OF 16 OWNERS 16 Description of Homes 4.01. .......................................... 16 Owner's Covenant 4.02. 16 Owner's Responsibilities 4.03. 19 ARTICLE VMEMBERSHIP AND VOTING RIGHTS IN THE ASSOCIATION 19 Membership 5.01. ARTICLE VIASSESSMENTS 19 Covenant to Pay Assessments ...............................19 6.01. .20 Liability for Assessments ................................. 6.02. 21 Due Dates of Annual Common Expense Assessment 6.03. 21 Annual Common Expense Assessment Not Made 6 04 22 Annual Common Expense Assessments ...................... 6.05. ................ 22 Notice of Annual Common Expense Assessments 6.06. 23 Use of Annual Common Expense Assessments ................. 6.07. Allocation of Common Expenses; Obligations of 6.08. 24 ....................................................... theDeveloper . ...................... 24 Emergency Common Expense Assessment • 6.09. 25 Special Common 'Expense Assessment ........................ 6.10. Special Assessments for Damages, Violations and 6.11. 25 Failures of Owners .......................................................26 6.12. Capital Improvement Common Expense Assessment .......... 6.13. • Exemption from Capital Improvement Common 27 Expense Assessments .................................................. 27 Remedial Common Expense Assessment .6.14. Additional Common Expense Assessment for Real 6.15. 27 . ............................... Estate Taxes Assessed on a Bulk Basis 28 ................................. Miscellaneous Assessments 6.16. 28 Certificate of Payment ...................................... 6.17. 29 Interest in Common Surplus ..................................... 6.18. 29 Limitations on Developer ................................... 6.19; 30 Limitations on Association 6 20 ARTICLE VIIEASEMENTS 30 Owner Easements 30 17.01. 31 Developer's Easements ..................................... 7.02. • 33 Association Easements ...................................... 7.03. 34 Permitted Mortgage Holder Easements ..................... 7.04. -ii- 573610.04 34 Municipal Easements 7.05. Utility Easements 35 7.06. 35 Easements of Record 7.07. 35 ARTICLE Vllh1DMINISTR\TION AND POWERS OF ATTORNEY 35 Administration 8.01. 36 Developer's Power of Attorney 8.02. .41 Association's Power of Attorney .............. . • 8.03. Eligible Mortgage Holder's Power of' Attorney .. . . ...... 42 • 8.04. ARTICLE IXRESTRICTIONS .....................................................43 Général Covenants and Restrictions .......................• 43 9.01. on Leasing 9.02. Restrictions ................................... 51 on Alterations 9.03. Restrictions .............................. 54 Age Restrictions . 9.04. ........................................... 5 ............. 9.05. Rules and Regulations and Fines ... 61 ARTICLE XPROTECTIVE PROVISIONS FOR THE BENEFIT OF ELIGIBLE S HOLDERS .............................................................. MORTGAGE 61 10.01. General ........................................................ 61 10.02. Notice to Eligible Mortgage Holders 62 Notice ................... 10.03. .................................................... 62 10.04. Prior Written Approval of .51% of Eligible Mortgage. Holders ....................................................... 63 10.05.. Prior Written Approval of 67% of Eligible Holders Mortgage .......................................................... 65 of Non-Material Amendment 10.06. Notice ........................... 65 Common Expense Lien Subordinate 10.07. .......................... 65 10.08. Maintenance and Inspection of Records 10.09. Notice of Meetings .................... 65. 10.10. ....................................... 66 Liability for Common Expense Assessments . ..".......... ..66 Management 10.11. Agreements ........................... 66 Expense , 10.12. Common Default .................................. 67 ARTICLE XIDEVELOPER'S RIGHTS AND OBLIGATIONS ........................67 11.01. Ratification, Confirmation and Approval of Agreements . ..................... 67 , . 11.02. Rights Reserved to Developer ............................68 11.03. Transfer of Special Developer's Rights' ......................68 11.04. Liability of Transferor ..................................... 69 11.05. Transfer, of Rights Requested ................................ 70 11.06. Right to Incorporate Additional Sections and Homes Into Community, ......................................................70 11.07. Foreclosure, Bankruptcy, Receivership ...................'.72' 11.08. Liability of, Successors ................................... .72 .11.09. Ineffectiveness ............................................. 74 ARTICLEXIIGENERA.L PROVISIONS ............................... . ........... 12.01. 74 Duration .....................................................74 • 12.0,2.. . Amendment. .ofDeclaration ................................. 75 12.03. Enforcement ............................................... 76 -iii- 573610.04 • .. . . . , . V ' ' ' .77 12.04. Maintenance by Municipality 12.05. Validity 78 78 12.06. Waiver Gender and Number . .........................................78 12.07. 12.08. Rule Against Perpetuities 78 12.09. Notice - Association 78 12.10. Conflict 79 12.11. Exhibits 79 -iv- 573610 .04 LIST OF EXflIBITS EXHIBIT 'A -' Legal (Metes and Bounds) 'Description of ' The Village Grande at English Mill ' EXHIBIT A-i - Legal (Metes and Bounds) Description of Phase I EXHIBIT B - Subdivision Plat for The Village Grande at English Mill EXHIBIT B-i - Phase' I Plan EXHIBIT C , - Certificate of' Incorporation of The Village Grande at English Mill Homeowners Association, Inc. EXHIBIT D. - By-Laws of The Village Grande at ' English Mill Homeowners Association, Inc. EXHIBIT B Housing for' Older Persons Act' •'of 1995 T Affidavit Compliance -v- 573610.04 ' • DECLARATION OF COVENANTS AND RESTRICTIONS FOR 'THE VILLAGE GRANDE AT ENGLISH MILL DECLARATION is ' made this ' THIS day of ' '_, , 2004, by D.R. Horton, Inc. - New Jersey, a Delaware corporation,' having an office located at 20 Gibson" Place, Freehold, New Jersey 07728 (hereinafter referred to as the "Developer"). 'V'7HEREAS.,. the Developer' is.the owner of the fee smpIe' title to certain real property in the Township of Egg Harbor, County of Atlantic and State of New ' Jersey consisting of approximately 173.87 acres of land, being more particularly described by a metes and bounds description, appended hereto as Exhibit "A" and more particularly shown on a plan entitled "Exhibit Plan for Phase ..I & Phase II, Village Grande at English Mill, Plate .33, Block 3301, Lots 9-11'& 18, Block 3302, Lots 10,' 92-94, 96-101, Block 4001 Lots 2, 3, & 6, Egg Harbor Township, Atlantic County New Jersey" prepared. by Consulting Engineer Services, Professional' Engineers, Planners & Land Surveyors dated February 5, 2004 (the "Overall Plan"), appended hereto as Exhibit "B" (the "Entire Tract") WHEREAS, 'the Developer' intends, and reserves the right,' but is not obligated to create thereon a planned unit development intended for occupancy by persons 55 years of age or older, which is intended to ultimately consist of up'to three hundred ninety- seven (397) detached single family 'dwellings to be located on 1 . 573610.04 three hundred ninety-seven (397) residential lots (collectively,.' the "Homes") and certain Common Property, to be known as The Village Grande at English Mill (hereinafter the "Community") and as hereinafter defined; and WHEREAS, in order to, establish and preserve the character of The Village Grande at English Mill as a high quality adult community, the Developer is desirous: of imposing a general scheme of restrictions covering said lands and premises of the Community for the protection and benefit of the Developer, its successors and. assigns, the Community, and each and every owner of any and all portion. thereof; . .. . WHEREAS, the Developer proposes to develop the Property in two (2) phases (hereinafter "Phases") WHEREAS, the first Phase ("Phase I") is intended to include or will include a total' of two hundred fifty-three (253) Homes situated with Phase I of the Community, together with certain parking areas, driveways, walkways, clubhouse, two (2) swimming pools, two ' (2.) tennis courts, a bocci court, an artificial putting green, circuit training path and other improvements more particularly described on Exhibit "A-l" and shown on the a plan entitled "Exhibit Plan for Phase I., Village Grande at English Mill, Plate 33, Block 3301, Lots ..9- 11 .& .18, Block, 3302, Lots 10,.92-94, 96-101, Block 4001 Lot.s 2, 3, & ,6, Egg Harbor Township, Atlantic County New Jersey" prepared by Consulting Engineer Services, Professional Engineers, Planners & Land Surveyors dated February 5, 2004 (the "Phase I Plan"), appended hereto as Exhibit "B-l", -2- 573610.04 WHEREAS, the Developer can exercise is right to incorporate additional Sections into the Community by the recordation in the office of. the Atlantic. County Clerk of one or more Amendments and Supplements to this Declaration; WHEREAS, the Developer, has established or is about to establish The Village Grande at English Mill Homeowners Association, Inc., a New Jersey not-for-profit corporation, as the association assigned the power and authority to maintain and administer the Common Property and certain other portions of the Community, to administer and enforce the covenants and restrictions governing the Community, and to collect' and disburse. all assessments and charges necessary for such rnaintenance, administration, and enforcement, which are hereinafter more fully described; . .. . . .. WHEREAS, all Owners of Homes in the Community will automatically be members of the Association and be subject to this DeclaratiOn; the Certificate of Incorporation; ''arid. By-Laws and Rules and Regulations of the. Association (the "Governing. Documents"); NOW THEREFORE.; Developer declares that all . such portions of the Property described in Exhibit "A-i" and shown on Exhibit "B-i" aforesaid shall be held,' taisfeared, sold,' conveyed, leased, occupied, and used subject to the covenants, restrictions, conditions, easements, charges, assessments, obligations, and liens hereinafter set forth and to the provisions of the Governing Documents -3- 573610.04 • ARTICLE I DEFINITIONS 1.0l.General The following words and-terms, when used in this Declaration,, the Certificate of Incorporation, the By-Laws and/or the Rules and Regulations shall have the following meanings,. unless the'context in which same are utilized clearly indicates otherwise. . 1.02. "Affiliate" of the Developer shall mean and refer to any entity which controls, is controlled by, or is under common control with the Developer. An entity "controls" the Developer , if the, entity (i) is a general partner, officer, director, or employer of the Developer, (ii) directly or indirectly or acting in concert with one or more other, entities, or through one or more subsidiaries, owns, controls, holds with . power to vote, or holds proxies representing, . more than twenty (20%) percent of the voting interest in the Developer, (iii) controls, in any manner the • election of a majority of the directors of the Developer, or (iv) has contributed more than twenty (20%) percent of the capital of the Developer. An entity "is , controlled 'by" the Developer if . the Developer W. is a general partner, officer, director, oi employer of. the entity, (ii) directly or indirectly or acting in concert with one or more other entities, . or through one or more subsidiaries, • owns,. control's,. holds ' with, power to vote,' or holds 'proxies representing, mare ,..than twenty (201%) percent of the • voting interest in the entity, (iii) controls in any manner the election of a majority of the directors of the entity, or (iv) has 573610.04 . . -4-- contributed more than twenty (20%) percent of the capital of the entity Control does not exist if the powers described in this section are held solely''as security for an obligation'and are not exercised. 1..03."mendment and Supplement" to the Declaration shall'mean and refer to the documentary supplementation to this instrument permitted and required by Section 11.06 of this Declaration to be recorded in the Office of the Atlantic County Clerk in order to incorporate into the Community additional Homes and/or other improvements, to. be located in future Phases of the Community. S .• . .. . l.04."Annual Common Expense Assessment" shall' mean and refer to those assessments imposed upon the Owner(s) as described in Section: 6.03 of this Declaration. . . 1 05 "Association" shall mean and refer to The Village Grande at Engl±sh.Mill Homeowners Association, Inc., a New Jersey. not-for-profit . corporation, its successors and assigns, which: shall have the duties and powers established in the Governing Documents 1 06 "Board" or "Board of Trustees" shall mean and refer to the Board of Trustees of the Association and any reference in the Governing Documents to any power, duty, right of approval, or any other right of. the Association, shall be deemed to refer to the Board and not the Members of the Association, unless the context expressly indicates the contrary. In any reference herein to any power or duty, right of approval or any other right which may be delegated, "Board" shall mean the entity. to'which 573610.04' such power or duty, right of approval or any.o.ther right hasbeen.. delegated... . . . . •. . 1.07."By-Laws" shall mean and refer to ,theBy-Laws of the Association, a copy of which is attached hereto. as Exhibit together with all future amendments and/or supplements thereto. . . . . . 1.08. "Capital Improvement Common. Expense Assessment" shall mean and refer to those assessments imposed upon the Owner(s) .as described in Section 6.11 of this Declaration. 1.09. "Certificate of Incorporation" shall mean and refer to the Certificate of Incorporation of the Association., a copy of which is attached hereto as Exhibit "C", together with all future amendments and/or supplements thereto. 1.10."Cornmon Expenses" shall, subject to the provisions of Article VI hereof, mean and refer to all those expenses which are incurred or assessed by the Association in fulfilling its responsibilities. . . . . . . . .. 1 . 11. "Common Property". shall mean and refer to the common lands and facilities •to.. be provided within the Community for the use and enjoyment of all owners in the Community, subject to such limitations and restrictions set forth herein and of record with the Atlantic County Clerk, which Common Property may but need. not ultimately consist of the land within the.Poperty. on which the recreation facilities will be constructed, the landscaped grounds, sprinkler and irrigation system, drainage basin, parking areas, common driveways, common sidewalks and common open spaces interspersed throughout the Entire Tract.. -6- 573610.04 . . .. 1.12."Declaration" shall mean, and 'refer to . this and instrument together '.with all future amendments supplements hereto which are recorded in the office of the Atlantic County Clerk.. . . . .' 1.13."Developer" shall mean and refer to D. R.' Horton, Inc. .- New Jersey, a Delaware corporation, its successors ' and assigns, and includes any successor to the Developer contemplated by,Article XI of this Declaration. 1.14."Dwelling" shall mean and refer to the residential dwelling structure erected or to be erected upon a Lot and shall be deemed to include, mean and •.refer to any and all 'other improvements erected 'or to be erected upon a Lot and attendant and/or appurtenant to the residential dwelling structure as ell as all other improvements erected. within, upon, under, over and/or through a ' Lot, provided that none of the foregoing improvements, regardless of their location, have'béen'established as Common' Property pursuant to the express terms of this Declaration or are owned.by a public or private utility, entity and located within, upon, over or under a Lot by virtue of an., easement declared, for the benéf it,..of such 'entity.' When the term "Dwelling" ' is used, 'unless the context' clearly indicates a contrary intent, it shall be deemed to refer to and mean solely the improvements erected or to'be erected within, upon, under, over or •through a Lot as aforesaid and shall not be deemed to refer to any-other unimproved realty constituting . ,the Lot. • ' l..15."Eiigible Mortgage' Holder" shall mean and refer to'. any holder, • insurer OI guarantor of a First Mortgage which has -7- 573610.04 given written notice to the Association in the manner provided in Section 1.0.02 of this Declaration of its desire to have noticebf those matters which are the subject of Sections 10.01 throüga 10.04 and 10.07 of this Declaration. 1.16. "Emergency Common Expense Assessment" shall mean and refer to. those assessments imposed upon, the Owner(s) as described in Section 6'.09 of this Declaration. 1.17."Entire Tract" shall mean and refer, to the approximately 173.. 87 acres, 'of land located in the Township of Egg Harbor, Atlantic County, New Jersey and more particularly described in Exhibit "A" attached hereto and made a part hereof. 1.18."Fair Housing Act" shall 'mean and 'refer' to Title VIII of the Civil Rights Act of 1968, as amended by the 'Fair, Housing Amendments' Act of 1988,, the Housing' for Older Persons Act of-1995 and any subsequent amendments thereto. 1.19."55 or Over Housing" shall 'mean '.and', refer to housing 'intended and operated for occupancy by at least one person 55 years of age' or older per unit meeting the requirements of the' Fai'Housing,Act',(Section 807(b) (2.)(C)) and :'the related,. regulations of the Department of Housing' and Urban Development.. 1'.20."First Mortgage" shall mean,and refer to the'first, or paramount Mortgage, the lien of which encumbers a Home.' : 1.21."Future Phases" shall mean and refer to the portions into which the Entire Tract shall be divided for the purposes of development but inclusive of designated lots, streets and roads; sewer, water, electric, gas and cable' television. -8-- 573610.04 transmission facilities, landscaping, street signs, drainage . . . .. facilities; directional signs and monuments. "Governing Documents" shall mean and refer to this 1.2Z. Declaration and its exhibits, which the Developer has recorded or will. record in the. Office of the Atlantic County ;Clerk; the Certificate. of Incorporation; and By and Rules and Regulations of the Association as same may, hereafter be amended or supplemented. 1 23 "Home" shall mean and refer to any Lot and the Dwelling constructed or to be constructed thereon together with any and all other improvements constructed or to be constructed on the Lot which are attendant and/or appurtenant to such Dwelling and that are.. not expressly declared to be part., of the Common Property pursuant to the terms of this Declaration 1.24."Institutional Lender" shall mean any bank, mortgage banker, trust company, insurance company, savings and loan association, pension fund or other financial institution or governmental agency providing, acquiring, insuring, guaranteeing or proposing to provide, acquire, insure or guarantee Mortgages It shall also mean and include the Federal National Mortgage Association (FNJYIA), the Veteran's Administration (VA), the Federal Home Loan Mortgage Corporation (FHLMC), and the Federal Housing Administration (FHA) and any other similar governmental or quasi-governmental entity that provides, acquires, insures or guarantees or proposes to provide, acquire, insure or guarantee Mortgages. _9... . 573610.04' • . 1.25."Lease" shall mean any agreement for the leasing or rental of any Home located'within the Entire Tract. 1.26 ."Limited Common . Expenses" 'shall. mean Common Expenses, if any, for which some,.but less than all, of the . Owners are proportionately, liable, including but not limited to those expenses which. are declared to be Limited Common Expenses by the provisions of this Declaration or the By-Laws. 1.27."Lot" shall mean and refer to. a legally subdivided residential building lot established -upon a portion of the Entire Tract by the filing of a subdivision plat' in the Atlantic County Clerk's Office. When the term "Lot" is'.used, unless ..the context clearly indicates a contrary intent, it shall be deemed to refer to and mean solely the unimproved land and shall not be deemed to': refer to or mean the Dwelling erected or 'to be 'erected thereon and/or any other attendant and/or appurtenant improvements erected or to' be erected thereon. ' 1.28."Nember" shall mean all those Owners who are members, of the Association as provided 'in ,'Article V of the Certificate • of Incorporation. 1.29."Neinberin Good, Standing" shall mean and refer to' any Member. who has, at least thirty. (30) days prior to the date fixed for any 'meeting, vote, or other Association, action, fully paid; all' installments due for Common Expense Assessments made' or, levied against him' and his Home. by the 'Board, together with all, interest, costs,, attorney's'' fees,' penalties and other expense's, if any, chargeable to him and to his Home. -10- 573610.04 ' ' 1 30 "Miscellaneous Assessments" shall mean and refer to those assessments imposed upon the Owner(s) as described in Section 6.15 of this Declaration. 1.31."Mo'rtgage" shall mean. and refer to .the'duly recorded instrument and underlying obligation giving rise 'to a mortgage lien - upon any Home. 1. 32. "Mortgage Holder" shall mean and refer to the holder of record of a Mortgage or one who insures or guarantees' Permitted any Mortgage.' ' 1.33."Owner" shall'mean and refer to those person's or entities in 'whom .record'fee simple title to any.'Home' is 'vested as shown in the records of the Office of the Atlantic County Clerk, including, the Developer, unless the context expressly indicates . otherwise, but, despite any applicable theory of rnortgage,.'shall not mean or refer to any mortgagee or trustee under •a •deed of trust unless and until' such mortgagee or trustee has 'acquired title to any such Home pursuant to foreclosure proceedings or any proceeding in lieu of foreclosure, nor shall the term "Owner" refer to any lessee or tenant of an "Owner" 1.34."Permitted Mortgage" shall mean and . re'fër'to any Mortgage that is held by an Institutional Lender or which is a purchase money First Mortgage held by the Developer or by the Seller of a Home. It shall also 'include. any other Mortgage,. the lien of which, by the express terms of the Mortgage, is subordinate to any and all existing or future Common Expense ' liens imposed against a Home by the Association Any construction, permanent or' other mortgage" placed or': assumed by ' -21- 573610.04 the Developer, and encurnbering,all or any portion of the Property, including any individual Home, shall also be deemed a Permitted Mortgage, so long as same is expressly made subordinate to the Governing Documents and provides a mechanism for securing partial releases of individual Homes. 1.35. "Permitted Resident" shall mean and refer to an Owner or tenant, together with all family' members of such Owner or tenant,. and other persons permanently residing with such Owner or tenant but only if (i) all such persons have complied with all of the procedures, restrictions, rules, regulations, by-laws,. covenants and conditions, ,both procedural and substntive,. intended to enable the Developer and the Association to maintain the' Community's character as "55 or Over. Housing".,for. older persons; and (ii) 'no child under the age of 19 is residing or is intended to reside with such member, or tenant. 1.36."Property" shall .mean and 'ref er to the land and premises described and shown in Exhibits . "A". and . "B" respectively, together'with land and premises shown on. any. final... subdivision plats within the Entire Tract which may hereafter be lawfully 'subjected to the provisions of 'this Declaration or by any. Amendment and Supplement hereto,, pursuant to Section' 2.02, hereof. ; 1.37."Remedial' Common Expense Assessment"' shall mean and . refer to those assessments imposed .upon the Owner (s), ' as ' described in Section 6.14 of this Declaration 1.38."Rules and Regulations" shall mean and refer to those rules and regulations of the Association to be promulgated,. -12- 573610 .04 ssociation, together with all adopted, and published by the Association,.' amendments or supplements thereto 1 39 "Section" shall mean and refer to a portion of the Property within the Entire.Tract• or Property which the Developer has determined to develop as anindependent.legal phase and which has been established by the recordation of the Declaration or an Amendment and Supplement to the Declaration. 1.40."Special Common Expense Assessments" shal], mean and refer to those assessments imposed up on' the Owner(s) as described in Section. 6.10 of this Declaration. ARTICLE II GENERAL DESCRIPTION OF THE ENTIRE TRACT 2.01.The Entire Tract. The Entire Tract includes the lands described in Exhibit "A" . aforesaid consisting. of approximately 173 87 acres, as shown on Exhibit "B" of the Declaration, and any Future Section (s)' to be subjected to the Declaration at the sole discretion of the Dévéloper. The Entire Tract is located on Mill Road (County Route 662) in the Township of Egg Harbor, Atlantic County, New Jersey, and is planned to ultimately include a total of up to three hundred ninety-seven (397) Homes. Phase I encompasses approximately 93 18 acres and is located in the southwestern portion of the Entire Tract To • hundred fifty-three (253) Home 's are planned to. be constructed in . Phase I Recreational facilities planned for Phase I will include an approximately 10,000. square foot clubhouse with an 5 . . . S S 573610.04 5. 5• 5 •S . . . indoor lap pool, two tennis courts, one outdoor swimming pool, one (1) artificial putting green, and one (1) bocci ball court 2.02.Procedure For Making. Additional Phases and Homes Subject To The Declaration The Developer may make additional Sections, Homes and other attendant site improvements within the Entire. Tract subject to the Declaration by recording an Amendment and Supplement to the Declaration in the Atlantic County Clerk's office, pursuant to Section 11.'06 of this Declaration Such Amendment and Supplement may contain such complementary or supplemental additions and modifications of the covenants and 'restrictions contained in this Declaration and such other complementary and supplemental provisions as the Developer deems' necessary. ARTICLE III PROPERTY SUBJECT TO THIS DECLARATION 3.01.The Community. Upon the recordation . of this Declaration, the Community shall consist of all of the unimproved land legally described and graphically depidted, respectively, in Exhibits "A" and "B" hereof, consisting of approximately ;73.87 acres, along with all improvements now in existence or hereafter constructed upon that portion of the aforesaid land identified as Phase I, as legally described on Exhibit "A-l" and/or graphically depicted on Exhibit "B-i", which property shall be held, transferred, sold, conveyed, leased and occupied subject to this Declaration and all amendments or supplements thereto 573610.04 .3 . 02 . Submission of Other Improvements.. The Developer hereby reserves the right, without obligating itself, to develop all or less than all of the Entire Tract not within Phase I by constructing thereon additional Homes along with attendant site improvements and to. . Incorporate such additional improvements as part of the.,Cornmiinity as one or more Sections of same, such full development, as presently proposed, being graphically depicted on Exhibit "B". The incorporation of the aforesaid additional Homes and other. improvements as part of the. Community shall be by the recording of one or. more Amendflients and Supplements to this Declaration in the Atlantic County Clerk's Office pursuant to Sections 2.02 and 11.06 of. this Declaration. All Homes and .other improvements incorporated as herein provided: as part Of the Community shall be deemed a part of the Community and all references to the Community in this Declaration, the Certificate of Incorporation and/or the By-Laws shall be understood to include . such Homes and other improvements once same are ±ncororated. . . . The .right, but not the obligation, of the Developer to. subject to this Declaration additional improvements within the Community by way of an Amendment and Supplement to the Declaration duly recorded in the Office of theAtlantic County. Clerk shall be without need for or obligation to obtain, the consent of the Association, any Home Owner, Eligible or Permitted Mortgage Holder, Institutional Lender, or any other party. 3.03..Title to Common Property. Developer may retain the legal title to the whole or portions of the Common Property until -15-- 573610.04 has completed initial improvements thereon and such time.-as it until such time as in the sole judgment of the Developer, the Association is able to satisfactorily maintain same In spite of anything to the contrary in this Section 3.03, the Developer.-Will . convey legal title to the Common Property to the Association by preparing and recording the Deed to the Common Property and transmitting same to the Association. ARTICLE IV . DESCRIPTION OF HOMES AND RESPONSIBILITIES OF OWNERS.. 4 01 Description of Homes The approximate dimensions, areas and locations of all of the Homes within Phase I of the Entire Tract are shown, graphically on Exhibit "B-i" hereto as same may be amended and supplemented. by Amendments and Supplements to the Declaration. . ., 4.02..Owner'.s..Covenant. Every owner, by the acceptance of a deed for a Home or' by acceptance of -title to àHome as.. a. devisee or. heir, covenants to every other Owner, and the Association -that . he will not permit his Home' (the Lot,. the Dwelling and any other Lot improvements) to be maintained other than in a first-class state of repair and in a neat, safe, and, attractive condition The foregoing covenant shall not be deemed to transfer any responsibilities relative to the Home that are expressly made the obligation of the Association pursuant to the Governing Documents In addition to such 4 03 Owner's Responsibilities other duties, responsibilities and obligations charged to an -16- 573610.04 Owner by the Governing Documents, each Owner shall be responsible for and shall •promptly perform and/or furnish at his own expense, all of the cleaning, maintenance,..repairs and replacements . for his Home (i.e. the Lot, the Dwelling and other Lot improvements) other than those which are made the express responsibility of the AssOciation pursuant to Section 6.07 of . this Article VI Owners shall discharge this responsibility promptly, consistently and in such a manner as is consistent with the covenant in Section 4.03 of this Article IV. An Owner's responsibilities shall include, byway of example but not by way of limitation, the following: all cleaning, :painting and/or staining, maintenance, A. repair and/or replacement of the'Dwelling or. portions thereof, interior and exterior, including, but not limited to, the siding, windows, doors,'balconies', patios, porches, stoops, 'steps, roo.fs, chimneys, flues, etc.; B all cleaning, painting and/or staining, maintenance, repair and/or replacement of any improvements in • . • addition to the Dwelling that are established within the Lot,. including, but not. limited to, sidewalks, walkways and 'driveways; . .. : • . C snow clearing from any surface within the Lot other than from the driveway and walkway originally established.by. the Developer within.the Lot and serving the Home which shall be the responsibility of the' -17- 573610.04 • Association.. pursuant to Section 6.07 of Article VI of this Declaration, D. cleaning, 'clearing, maintenance, repair 'and replacement , of any utility lateral (water, sewer,* • ewer gas or other) located, in, upon, over, under, or through his Lot or • Dwelling and serving his Home, provided, any or all of • the foregoing responsibilities are not expressly made the responsibility of the, private or governmental utility entity providing the service in question, and E.. landscaping, grounds maintenance and lawn care'for all 'portions.of his Lot. other than maintenance of the lawn and landscaping installed and provided by the Developer ' (see also Section 9.01AA), • which is made the • . responsibility of the Association pursuant to Section • 6.07 of Article VI. Further, Owners are responsible for any planting beds directly adjacent to their Homes on their Lots. An Owner's. responsibility f,or cleaning, painting and/or staining, maintenance, repair, replacement and snow clearing for his Home as aforesaid is hereby expressly declared, to include an obligation: (1) to effectuate such cleaning, painting and/or staining, maintenance, .repair, replacement and snow clearing in such a manner - as to maintain .architectural, visual and aesthetic harmony amongst the Homes, (ii) to utilize materials of .'a quality .,at least equivalent'' to the 'quality. of those * . materials being maintained, repaired Or replaced; and.. (iii) • to. have all such cleaning, painting' and/or . staining, maintenance, repair,, -18-' 573610.04 . ' • replacement and snow clearing effectuated in a good and workmanlike manner, in accordance with all applicable laws and in such a manner as to minimize inconvenience to the Association and to other Owners The Board of Trustees of the Association is empowered to promulgate, adopt, publish, amend and enforce such Rules and Regulations as it, in its sole and absolute discretion, deems appropriate relative to the obligations of an Owner pursuant to this Section .4. 03 including,' but not limited to, 1 Rules and Regulation specifying (a) procedures for pre-approval of materials, styles, colors, designs, etc.; and(b) schedules of. frequency and standards for cleaning, painting and/or staining, maintaining, repairing, replacing and snow clearing ARTICLE V . MEMBERSHIP AND VOTING RIGHTS IN THE ASSOCIATION 5.01.Membership. . The Membership of the Association, shall be comprisd of two classes: . . .. (a) Members:. Every. Owner of Home other than . Developer, whose Home is located within the Entire Tract, shall be a Member of the Association (b) Developer For so long as Developer owns Lots within the Entire Tract, Developer shall be a • • . •. member of the Association. . • • .''' ARTICLE VI ASSESSMENTS 6 01 Covenant to Pay Assessments Every Member, by acceptance of a deed or other conveyance of a Home, whether or • • . .• •.. -19- 573610.04 .. . • . not. it shall be so expressed in any such deed or other, conveyance, shall be deemed to covenant and agree to pay to the all Assessments., and all fines' and other charges Association ' contemplated by this Declaration or the By-Laws. Each such assessment, together with .interest thereon, late charges, and cost of collection thereof (including reasonable attorneys' fees) shall be a continuing lien upon the Home against, which each such assessment is made and shall also be the personal 'obligation of the Owner(s) of such Home at the time when the. assessment fell due. 6.02.Liability. for Assessments. Each Owner shall be obligated to pay Common. Expense 'Assessments, which'are understood to be payments for necessities, for the maintenance of the Common Property and such other Special Assessments or. Emergency Assessments pertaining to the.Commnon Properyas may be imposed by the Board of Trustees. 'These 'assessments regardless of type ., together with any charges, , interest, and costs of collection, including, reasonable attorney's fees, shall be a charge and shall' constitute a continuing lien upon the Home against which such Assessment is 'levied, and the personal obligation of the Owner(s) of the Home at the time the Assessment falls due. In the case of joint ownership, all co-owners shall be' jointly and severally liable. Further, the municipality shall have a continuing lien against each Home for its pro rata 'share; of all real estate taxes' due and payable to the municipality for real estate taxes assessed against the Common Property Such lien shall be apportioned equally among all Homes and shall be enforceable by -20-- .573610.04 the municipality in the manner provided by law with respect to the real estate taxes assessed directly against each Home No Owner may waive or otherwise avoid liability for Common Expenses by non-use of the Common Property. Liens for unpaid Common Expense Assessments may be foreclosed by suit brought in the name of the Association in the same manner as would a foreclosure of a mortgage on real property. Suit to recover a money judgment for unpaid assessments, fines or other charges (to the extent finds or other charges are deemed valid under applicable law) may be maintained without waiving the lien securing same 6 03 Due Dates of Annual Common Expense Assessment Annual Common Expense Assessments shall be made for a yearly period to be determined by the Board of Trustees and shall be payable in advance in monthly installments due.upon.the first day of each month or in such other installments and upon such other due dates as it may establish. Except as otherwise provided by Section 6 02, upon the conveyance of title to a Home, the portion of the then current Annual Common Expense Assessment payable by the new. Owner shall be an amount , which bears the same relationship to the Annual Common'.,Expense Assessment as the remaining number of months in thethen current annual assessment. periq,d bears to twelve. Such first annual assessment or portion :a new Owner is liable shall be immediately due thereof for which upon the acquisition of. title by the purchaser.. . 6 04 Annual Common Expense Assessment Not Made After the Developer turns over control of the Board to Owners, if. an Annual Common Expense Assessment is: not made. as required, an -21- . ... 573610.04. . . . . assessment shall be presumed to have been made in the amount of the last prior year's assessment Installments of such presumed annual assessments shall be due upon the same installment payment dates as the prior year's installments until a new Annual Common Expense Assessment is made. . . 6.05.Annuäl Common Expense Assessments. It shall be an affirmative and perpe•tual...obiigation of the Board of. 'Trustees t o fix Annual Common Expense Assessments in an amount at least sufficient to maintain and operate the Common Property, to maintain improvements which the Association is obligated to so maintain,, to pay all taxes on the Common Property, and to place and maintain in full force and effect all of the insurance coverage provided for herein and in the By-Laws.': The amount of monies for Common Expenses of the Association deemed necessary by the Board of Trustees and the manner of their expenditure shall be'determined in the sole discretion of the Board of Trustees .6.06.Notice of Annual Common. Expense Assessments. At least fifteen (15) days in advance of the due date of the first Annual Common Expense Assessment installment for each fiscal year, the Board of, Trustees shall, cause to be prepared a list of the Homes' 'and the, Annual Common Expense Assessments applicable to each according to the names of the Owners. . This 'list shall be. S kept in the office of the Association or its managing agent and shall be open to inspection upon the request of any, Owner. Written notice of the Annual Common Expense Assessments shall be sent by mail or delivered to every Owner, as more particularly described in Article VII of the By-Laws 57361.0.04 -22- 6 07 Use of Annual Common Expense Assessments The Board of Trustees may do all that it is legally entitled to do and shall be obligated to discharge its duties including, but not limited to, those set forth at Article VI of the By-Laws of the Association, which appear as Exhibit "D" to this Declaration The responsibilities of the Association shall include arrangements for the maintenance and/or repair of the drainage and detention or retention facilities established within the Common Property In furtherance of discharging its obligations, the Annual Common Expense Assessments levied by the Board of Trustees shall be used exclusively for promoting the health, safety, pleasure and welfare- of the Members of the Association, including,...but . without limitation, expenditures, maintenance, replacement and repair for the following security, Clubhouse, recreation area lighting and refuse collection, snow clearing from parking areas, driveways and walkways, including snow clearing from the sidewalks, walkways to the front door and driveways within the Lots and serving a particular Home exclusively, maintenance of Developer-installed lawn and landscaping within the Lots, landscaping of unimproved Common. Property; maintenance, repair and replacement of the Common Property or any other improvements on the Property, including parking areas, payment of applicable common taxes and insurance premiums, all costs and expenses incidental to the operation and administration of the Association, and such other items as may from time to time be deemed appropriate by the Board of Trustees provided that the • • • -23- • • 573610.04 • •• • Annual Common Expense Assessments shall not be used for new capital improvements subject to Section 6.12 of this Declaration 6.08.Allocation 'of' Common Expenses; Obligations of the Developer. S A; Allocation: The Common Expense Assessments shall be allocated among all Homes.for which an initial Certificate of , Occupancy has been issued. Obligations of the Developer B Until the conveyance of title to the first Home, the Developer shailbe solely responsible for all Common Expenses. Following the. first conveyance, the Owners of Homes to whom title has been- conveyed shall be responsible for payment of Common Expenses assessed against their Homes. 'The Developer shall not be responsible for payment of any 'Common Expenses assessed against Homes owned by. it for which an initial Certificate of Occupancy has been issued The Developer shall' also not be responsible for the payment of any costs associated with the Common Property within, any . Phase which has been subjected to the Declaration by the recordation of an Amendment and Supplement The obligation of the Developer under this section is subject to the Developer's responsibility, if any, under N.J.A.C. 5:26-8.6(b). 6 09 Emergency Common Expense Assessment In the event the Annual common Expense Assessment proves to be insufficient to cover the 'cost of an immediate. need or emergency, the Board of Trustees of the Association may amend the budget and assessment and impose' an Emergency Common Expense Assessment." The'' determination of an immediate need or 'emergency shall be in" the -24- 573610.04 sole and absolute discretion' of the Board' of Trustees of the Association. "Within thity (30) days of any Emergency Common. Expense Assessment the Board shall memorialize', 'by, written' resolution,. the factual basis for the Emergency Common Expense Assessment. :6..].O.Specia1 CommOn Expense Assessment. In addition to the other assessments authorized herein, in' any assessment year after title to' 'the last HOme in' the, Community has been conveyed by the Developer, the Board of' Trustees may levy 'a, Special Common Expense Assessment to defray' in whole or in part the cost of any - unexpected reconstruction, 'repair or replacement of 'an existing capital improvement, to the, Common Property' not determined. by the' Board of 'Trustees to constitute an emergent or immediate need, but for which funds held in reserve are "inadequate, or for any other lawful purpose. 6.1l.Special Assessments for Damages, Violations and Failures of Owners. ' If any" Owner or his guest, tenant, 'invitee, occupant' or 'household pet causes damage to the Comthon Property which necessitates repair thereto or fails to maintain anything .for . which maintenance is .. his . responsibility, or ....the Association is' required to expend monies to remedy any violations. of ' the covenants and., restrictions herein 'stated or in . the published Rules and Regulations' of' the Association, then the Board of Trustees may impose a Special Assessment upon the Owner involved' for the cost of performing such repairs 'or' maintenance or for remedying such violations, including reasonable attorney's fees, as the' case may be. Such Special Assessment 'shall -25- 573610.04 ' ' constitute a lien against any Home owned.: by such Owner, but such Special Assessment in question shall not be imposed without at least ten (10) days prior written notice to the affected Owner and an opportunity for the affected. Owner to be heard at. a meeting of the Board of Trustees. . 6.12.Capital Improvement Common Expense Assessment. In addition to. the other assessments herein authorized, the Board of Trustees may levy, in any-assessment year after title to the last Home in the Community. has been conveyed by the Developer,, a Capital Improvement Common Expense 1Assessment for the purpose acquiring real or personal prpperty orconstructinga new capital improvement; provided, however, that such an assessment cannot he made against the Developer without its written consent. If, during any assessment year, a Capital Improvement Common Expense Assessment, .together with all other Capital Improvement. Common Expense Assessments for the assessment year, exceeds in the aggregate the sum of $25,000.00 increased by the percentage of increase in the Consumer Price Index for all Urban Consumers since 2004, it shall receive the assent of two thirds (2/3) in interest of the affected Members in Good Standing..This vote shall' be taken at a ' meeting duly called for this purpose. Written notice of such ' 'a 'meeting, stating the 'purpose of . the meeting, shall be sent to all Owners. not less than thirty (30) days in advance The due date(s) of any. Capital Improvement Common Expense Assessment, or any installment (s) thereof, shall be fixed in the resolution authorizing the Capital Improvement Common Expense Assessment. -26- 573610.04 . 6.13.Exempt±on from Capital Improvement Common Expense Assessments. . Despite anything to the contrary herein, neith.é the Developer nor any holder of a Permitted Mortgage shall be required to pay any assessments for capital improvements, whether by way of regular, special, capital improvement •or. any other assessment. This provision may not be amended without the: written consent of Developer and every holder of a Permitted Mortgage 6.14.Remedial Common Expense Assessment. In addition . . to the other assessments herein authorized, the Board of :Trustees of the Association may levy a Remedial Common Expense Assessment against any individual Member whenever required or permitted to- do so by any of the provisions of this Declaration, the By-Laws or the Rules and Regulations expressly authorizing such a Remedial Common Expense Assessment.,The Board may also provide, by its Rules and Regulations,: for. ordinary maintenance and-minor , repairs and replacements to be furnished to Homes by Association personnel or representatives and charged as a Remedial Common Expense Assessment The Board may impose Remedial Common Expense Assessments only to the extent that same are required to . ormi repairs and replacements to Homes in order to bring them into conformity with all applicable governmental standards or to protect the value of the Community 6 15 Additional Common Expense Assessment for Real Estate Taxes Assessed on a Bulk Basis. Despite anfthing . contained in any, Mortgage encumbering any Home, until such. time as . the . Township of Egg Harbor assesses and bills Homes , -27- 573610.04 . individually fox real estate taxes, the Board shall assess against each .Homeand bollet'frOm all Owners sich.amounts as may, be necessary to pay .any real estate taxes estimated or .assessed against the Property, as a whole.. These., amounts shall be levied by the Board as an.additional Common Expense Assessment and shall be apportioned equally among all Homes with such frequency as.the Board,. in its sole and absolute discretion,, deems' necessary to pay such real estate tax estimates or assessments in a timely fashion. 6.16.Miscellaneous 'Assessments. . Any and all fines, late charges, costs of collection S (including reasonable attorneys' . fees), . interest on unpaid assessments, , capital contributions, 'membership fees, escrow, deposits or other :sums required to be paid to the Association by an Owner pursuant: to the provisions of the Governing' Documents or..duly adopted ;,f resolution of the Board Trustees .' shall be deemed Common Assessments which each Owner has covenanted for and Expense . agreed to. pay according to the provisions of Section 6.01 and for. which each Owner is liable according to theprovisions of Section. 642 and 'shall be collectible by the Association in the same . manner as . other Common Expense Assessments pursuant to the provisions hereof. . 6.17.Certifi'cate of Payment. . The' Association shall, within' ten (10) days. after' receipt of the written request of any Owner,. Purchaser of any Home or Mortgage , Holder for any Home furnish to such Owner, "Purchaser. or Mortgage'. Holder,, a certificate,' in writing and , signed by an officer of the 28 '• 573610.04 Association, setting forth whether or notm such assessment, fine or other charge, which would constitute a continuing lien against the Home pursuant to Section 6.02', has been paid Except as to ,a certificate for a Home that he owns, an Owner requesting such such certificate shall constitute conclusive evidence of the payment of any assessment(s) therein stated to have been paid 6.18-.Interest in Common Surplus Any common surplus of the Association resulting from an excess of income over expenses may be allocated among the Members in the same manner as those expenses were assessed or the Board may, in its sole discretion, carry the -,surplus-into the following fiscal year. . Any common surplus of the Association resulting from the distribution of: proceeds of liquidation of assets of. the Association shall be allocated among the members of the Association, including the. Developer, . according to their relative proportionate interests subject to an adjustment to reflect an appropriate credit for any initial contribution to working capital, if applicable, in accordance with general accounting principles 6 19 Limitations on Developer While the Developer maintains a majority on the Board of Trustees, it shall make no additions, alterations, improvements or purchases not contemplated in the Public Offering Statement which would necessitate a Special Common Expense Assessment or a substantial increase in the Annual Common Expense Assessment installments unless required by a governmental agency, title insurance company, Institutional Lender or in the event of an emergency -29- . . . . ... . . . . 573610.04 .. . . . . . Until . such time as 6.2O.Limitations' on Association the Developer has conveyed title to the last Home in the Community to an individual Owner, the Association shall not take any action to increase the Annual Common Expense Assessments, or impose any Special, Emergency, Capital Improvement, or Remedial Common Expense Assessment, . or. any other Assessment under. this. Article VI without the prior written consent of the Developer. ARTICLE VII EASEMENTS . 701.Owner Easements. Every : Owner,. his.successors and assigns, shall have the. following perpetual easements . with respect to the Property, which shall be for the benefit of all owners, leasees and occupants of Homes in the Entire Tract, their licensees and their invitees: .. . . .. . . A. An exclusive easement for the existence and continuance of any encroachment by his Home upon any portion of the Property of an adjacent Home, now existing or which may come into existence hereafter as a result of construction, reconstruction, repair, shifting, settlement or movement of any portion of a Home, or as a result. of condemnation or eminent domain proceedings, so that any such encroachment may remain undisturbed so long as the Home stands, B An exclusive easement in, upon, under, over, across and through the adjacent Lot for the 573610.. 04 . . 0 installation, maintenance and repair of any improvements to the Home as a result of the location of the Dwelling on the lot line of the adjacent Lot. . . . . .. C. A non-exclusive easement for ingress' to and egress from his Home in, upon, under, over, across and •. :' through the Common Property; D. A perpetual and, non-exclusive easement for access to and enjoyment of any facilities which may be constructed on the Common Property . subject to such restrictions and limitations established herein or by the Board of Trustees, provided, however, that the use of such easement may be denied by the Board 'during any period when the' Owner's membership in the Association is deemed not to be in good standing.. 7 02 Developer's Easements The Developer, its successors and assigns,. shall have the following easements with respect'to',.theProprty: A A blanket and non-exclusive easement in, upon, over, through, under and across the Property for the construction, installation, maintenance and repair of any improvement to the Property, for ingress and egress for the use of all roadways, drives, driveways, walkways and parking areas, and for the utilization' of existing and future model Homes for. sales promotion and, exhibition, until 573610.04 the expiration of two (2) years from the date on which the last Home is sold and conveyed in the in no event more normal course of business, but- than fifteen (15) years from the date this • . Declaration is. recorded. In addition, the Developer hereby reserves the irrevocable right to enter into, upon, over or under any Home for such may: purposes as be reasonable and necessary for the Developer or its agents to service any Home or any part of. a Home, provided that requests for entry are made in advance and that such entry is at a time. reasonably convenient to the Owner. In, case-of an;emergency, such right of entry shall be immediate whether or not the Owner is present .at the time;. . . . . B. A perpetual, blanket and non-exclusive easement in, upon, over, • under, across and though the Property for surface water runoff and drainage caused by natural forces and elements, grading or other improvements located upon the Property; No individual Owner shall directly or indirectly interfere with or alter the drainage and. rundff patterns and systems within the Property; and. A specific easement in favor of the Developer, its C successor and assigns, its agents, servants and .. licensees, for. purposes incidental to the development and the construction and marketing of -32- 573610.04 . . . .. . the Entire Tract including, but not limited to the repair and maintenance of drainage improvements and utility systems serving the Entire Tract shall be in favor of the Developer, Said •easement • its successors and assigns, provided, however, that such easement shall expire two (2) years after the Developer, in the ordinary course of business, conveys the last Home in the Community to an individual or entity other than Developer 7 03 Association Easements The Common Property shall also be subject to the following perpetual easements for the ., . .. . . benefit of the Association: An exclusive easement for the maintenance of the A Common Property, lawn maintenance for individual Homes, and snow clearing from Developer installed walkways, sidewalks and driveways on the Lots, and B The Board of Trustees or any manager or managing agent, or their respective agents or employees, shall have the perpetual and non-exclusive right of access to each Home:- . (i) to inspect same in connection with the performance of its responsibilities under the Governing Documents but only when necessary to protect other Homes or the Common Property, (ii) to remedy any violations of law and/or the provisions of the Governing Documents, and (iii) to perform any operations required in connection with the maintenance, -33-- 573610.04 . .- . .. . repair and./or repiacment of or to the Common • . Property or any equipment, facilities or fixtures affecting or serving other Home (s) or the Common Property provided that a. request for entry ,is' made in advance and that any such entry is at. •a time reasonably convenient to the Owner. In case of an emergency such right of entry shall be immediate, whether. the Owner is notified in advance or present the time.. 7 04 Permitted Mortgage Holder Easements Any holder of a Permitted Mortgage, its officers, agents and employees, ,. ' shall have' a blanket, perpetual and non-exclusive easement to enter the Entire Tract and to inspect the condition of the Common Property or Homes encumbered by a mortgage owned by it This right shall be..exercised only during reasonable daylight hours and then, whenever practicable, only after advance written notice to and with the permission of the Board of Trustees and the Owner(s) in. question. • ' . .. ' .. . . . ' 7 05 Municipal Easements The Property is subject to a blanket, perpetual and nonexclusive easement' of, unobstructed ingress to 'and egrës.s from, access to' and travel within, : upon,' over, under, across *.and through the Community to the Township of Egg Harbor, its respective officers, agents and employees (but not the public in general), and all police, fire and ambulance personnel in the proper performance of their respective duties (including but not limited to emergency or other necessary maintenance, repair and/or replacement to a Home which the Owner 34... 573610.04 . has "failed'., to perform); for ernergeny br other necessary. maintenance, repair and/or replacement of' the Common Property' which the Association has failed to perform Except in the event of emergencies, the rights accompanying the easements provided for herein shall be exercised, only during reasonable daylight hours and then, whenever practicable, ' only after advance notice to and with permission of the: Owner(s) directly affected thereb'. 7.06.Utility Easements. The Property. is subject to a blanket, 'perpetual and non-exclusive easement of ,unobstucted ingress to and egress froth, access to and travel within, upon, over., under,' across and through the Property 'for the purpose of reading, servicing or repairing utility ' lines, and. to do everything 'and' anything eis,e necessary in order to' properly maintain and furnish utility 'service to the Entire Tract., which easement -shall be for the benefit of any' duly authorized governmental agency, utility company or 'other entity furnishing utility service, including, those' providing ' master cable, television or electronic security service to the Property.. '7 '07 Easement's "of" Record. ' The Property shall. be subject to all" easements of record and as may be shown on, 'the recorded subdivision plat. ARTICLE'VIII' ADMINISTRATION AND' POWERS' OF ATTORNEY. ' 8.0I.Administration.' . The administration of the Entire Tiact 'shall be by the Association in . accordance with the provisions of the New Jersey Non-Profit Corporation. Act, N.J.S.A. -35-. 573610.04 15 1-1, et seq , the Governing Documents, and any other agreements, documents, amendments or supplements to the foregoing which may be duly adopted or subsequently required by any Institutional Lender designated by the Developer or by any governmental, or quasi-governmental agency . having regulatory: Jurisdiction over the Entire Tract or by any title insurance . company selected 'by Developer to insure title to the Entire Tract. . .. ,. . . . .. . The Developer 81.02.Developer's Power of AttOrney. hereby reserves for.. itself, its successors and assigns, until the. Developer conveys title to the last Home within the Entire Tract, the right to execute on behalf of all contract purchasers, Owners, mortga.gees,. other lienholders or parties claiming a legal or equitable... interest, in any portion of the Entire 'Tract,. any agreements., documents, amendments or supplements to the Governing. Documents which may be required as follows: (a) Appointment By acceptance of a deed to any Home or by the acceptance .. of any other legal or, equitable interest in the Property, each and every contract purchaser, Owner, mortgagee, or other lienholder or party having a legal or equitable. interest in the Property does automatically and irrevocably name, constitute, appoint and confirm Developer, , its successors. and assigns, as attorney-in-fact for the purpose of executing such agreements instruments, amendments or supplements to this Declaration or any other Governing -36- 573610.04 .. . . Documents, and other instrument (s) necessary to effect the foregoing, together with any Amendment 0 and..Supplement''to the Declaration contemplated by Section 2 02 hereof, subject to the limitations set forth herein. 0 Under Article VIII of the Declaration, the Developer and the Association are given the right to amend the Governing Documents, without the consent of the Owners, under certain circumstances This right is called a power of attorney and is granted to the • Developer and .the Association by each Owner when he accepts the: • deed to his .• Home. ; This power of attorney may only be exercised if an arneiidment is required : W by law or any governmental . • agency; (ii) by any title insurance company insuring any portion of the Community at the Developer's request; and (iii) by any Eligible Mortgage Holder providing mortgage loans to Owners. However, the written consent of an affected Owner must be obtained first if the amendment increases the financial obligations of an Owner,' wner or reserves special or additional privileges for the Developer. The Developer has the right to exercise this power until the last Home is sold; thereafter, this power of attorney can only be exercised by the Association Developer may use the rights. set forth and granted in this Paragraph 8 to effectuate the following changes, enumerated by way Of descriptidn and.not limitation: . . . 0 • • (i) Change Homes. : Before the closing of title on. any Home affected, the Developer ma' amend and supplement the Declaration to -37- 573610.04 . • .. •: . • . . . . . alter or fix the location, configuration, • shape and size thereof.. S To grant, add to or alter the Easements. location, size or purpose of easements and lands for utilities, roads, access, ingress or egress, drainage or financing purposes; or to convey or assign such easements to the appropriate governmental authority, utility agency or company, title insurance company or as otherwise • set forthin this Declaration. . (iii) Use of Easements. To permit the :Developer, Affiliates, employees • or • its agents, subcontractors • to utilize easements, roads, drainage facilities, utility lines and the like within or servicing the • • . Community. •. • Surrender of Developer's Rights. To (iv) surrender or modify. the Developer's rights: •. in favor of the Homeowners orAssociation, • or their respective mortgagees... • • To • correct, S Technical Changes. • (v) • : supplement*,or provide technical changes to • the Declaration, By-Laws or other documents that create or implement the creation of the Community or Association. • -38- 573610.04 To amend the Miscellaneous Changes (vi) Declaration, By-Laws or other documents that create or implement the creation of the Declaration or the Association to qualify : the Community. for programs and requirements of the secondary mortgage market and lenders in same, such as the Federal National Mortgage Association, Federal Home Loan Mortgage. Corporation or. • . any other similar secondary mortgage' lender, or, as required by governmental or quasi-governmental agencies with regulatory jurisdiction over the Community;. by any title insurance company insuring title to a Home;*.' ome, or to comply with a court order or decree. (vii) Changes Prohibited. The Developer is. not permitted to cast votes held by it for unsold lots, parcels, Homes (finished and :unfinj,shed)• or interests for the purpose of amending the Declaration, By-Laws or any other document to change the permitted use - of a lot, parcel., Home or interest, or for the purpose of reducing the Common Property or facilities dedicated to the Community. This provision is not intended to interfere with the Developer's ability -39 : • •. • 573610.04 : • . . . . . • • • . . . • to make such changes to the site plan, materials, etc., as it deems necessary provided said changes are accepted by the 'appropriate regulating authorities.. However, Developer is permitted to •cast its votes on all other matters as permitted by law. (viii) Effective Date Amendment. of Any. Amendment or Supplement to the Declaration is effective on its being recorded in the office of the Recording Officer. The 'party.recording same (the • Developer or the. Association) will thereafter provide copies to the Association, each Owner and Eligible Mortgage. Holders, as applicable. (b) Limitations. No agreement, document, amendment or' supplement or other instrument 'which. adversely affects the value of any Home, or increases' the financial obligations of the Owner by more than ten (10%) percent of his then current annual Common Expense. Assessment,.. or reserves .. any additional or special privileges for the Developer not previously reserved, shall be made without the prior written consent'of the affected Owner(s) and all owners of any • mortgage(s) encumbering the affected Home(s). • Any such agreement, document, -40 ' • • '. • : • ' ' 573610.04 . . • amendment or supplement or other, document which • adversely affects the priority or validity of any, • mortgage. which encumbers any Home shall not be made ' without, the prior written, consent of the • '. owners, of all such mortgages. (c) iJuration. The power of attorney aforesaid is expressly declared and acknowledged to be coupled with an interest in the subject matter hereof and • . shall run with the title to any and all Homed and be binding upon the heirs, personal representatives, successors and assigns of any of the foregoing,, parties. Further, this power of attorney shall 'not be affected -by the death or disability of any principal and is intended' to deliver, all right, titl6l and interest 'of the principal in and to said power. This power 'of attorney shall, be vested In the Developer, its successors and assigns until the Developer's conveyance of. all -Homes 'or the expiration 'of its stated term.: . Thereafter, said powers of attorney shall automatically vest in the Association to be exercised by its Board of Trustees. 8 03 Association's Power of Attorney. By execution of a contract to purcha'se a Home 'within the Entire Tract from the Developer, by execution or acceptance of a deed to any Home within the 'Entire Tract or' the', acceptance. of. 'any other legal by or equitable interest in the Entire Tract, each and every such -41- 573610.04 contract purchaser, Owner,.. mortgagee or other lienholder or party having a legal or equitable interest , in the Entire Tract does automatically and irrevocably name, constitute, appoint and confirm the Association as attorney-in-fact for the following purposes: (1) to acquire title to or lease any Home whose owner desires to surrender, sell or lease same, and, in the.name of the Association or its designees, corporate or otherwise, and on behalf of all Owners; (ii). to convey, sell, lease, mortgage (but not to vote the votes appurtenant thereto) or otherwise dispose of any such Homes so acquired or to sublease any Homes so leased by the Association, (iii) to prepare, execute and record any amendments to the Declaration required by Article XI hereof, (iv) to commence and maintain 'any eviction proceedings contemplated, under Section 9.01 hereof, and (v) to prepare, execute and record any amendments to the Declaration made pursuant to Article XI hereof. The power of attorney aforesaid is expressly. declared and acknowledged to be coupled with an interest in the subject matter hereof and the same shall run with the title to any and all Homes and be , binding 'upon the , heirs, personal representatives; successors and assigns of any of the foregoing parties. Further, this power of attorney shall not be affected by 'the death or disability of any principal and is intended to deliver all right, title and interest of the principal in and to said power. 8 04 Eligible Mortgage Holder's Power of Attorney In the event that the Association fails..to institute enforcement proceedings for the collection of delinquent Common Expense 573610.04 -42- Assessments, as provided in Article VII of the By-Laws, then any Eligible Mortgage Holder for any Home as to which there, shall be a delinquent Common Expense Assessment is hereby irrevocably granted standing and a power of attorney to institute an appropriate action and to invoke such other remedies otherwise available to the Association .in the name of and on behalf of the Association This power of attorney is expressly stipulated to be coupled with an interest in the subject matter. ARTICLE IX RESTRICTIONS ' 01 General Covenants and Restrictions 9 The Entire Tract is subject to all covenants, restrictions and easements of record and to the following restrictions and covenants, all of which shall be perpetual in nature and run with the land: A The Common Property shall be used only for the furnishing of the services and facilities for which they are reasonably intended and suited and which are incident to the use and occupancy of the Homes'. B No Owner shall have the right to mortgage or encumber his Home,' 'unless such mortgage , or encumbrance is a Permitted Mortgage No other mortgages or encumbrances', shall be permitted iifthout the prior written approval, of the Board of Trustees. No Home, except those Homes utilized by the C Developer as sales offices, administrative offices -43--' 573610.04 ' • or,, models, shall be' used for any purpose other than as a private residence Except as necessary for construction, sales, marketing and repair or replacement of Homes, no business, trade, profession or occupation shall be conducted in any Home, nor elsewhere on the Entire Tract In spite of anything to the contrary in this subsection, Homes may be utilized for business, trade, professional or occupational purposes provided such use complies with zoning and any other applicable ordinances of the Township'of Egg' Harbor and is undertaken with the prior written consent of the Board of Trustees The Board shall have the authority, to adopt such rules and regulations governing the conduct of a business, trade, profession or occupation within a Home including, but not limited to, such regulations which may be necessary to govern vehicular and pedestrian traffic, deliveries to the Home, and any other activities which may ' result in interference with the use and enjoyment of any Home or the Common Property within the Community. D There shall be no obstruction anywhere within the Entire Tract, nor shall anything be stored in or upon the Entire Tract, unless expressly permitted in-writing in advance.by the Board of Trustees of the Association -44-- 573610.04 '. '• No portion of the Entire Tact shall be used or • E. 'maintained for the dumping of rubbish or debris. • Trash, garbage and other waste shall be dispoèed of in containers approved by the Board of • Trustées. Owners, shall comply' with any and all recycling regulations that are developed by the Municipality . or: the Board of Trustees and all recyclable material shall be disposed of in • containers 'desigiated as deemed appropriate by the Board,bf Trustees. . . . No Owner or "occupant shall, build, plant or F, maintain any matter or thing upon', in, over or under..the Common Property 'unless approved in advance by the Board of Trustees or its.designee. G.. 'NOOwner shall use or permit to be brought' into or stored in any Home or in or upon the Common • Property any. inflammable oils or fluids such as gasoline,, kerosene, naphtha, benzine or other explosives or articles deemed hazardous to life, limb or property without in each case obtaining written consent of the Board of Trustees H. . Every Owner shall be liable for any and all damage to the Common Property which shall be caused by . said Owners, their respective family members, employees', servants, 'agents, tenants, visitors, licensees or household pets. -45-. 573610.04 or stored in any Home or in • I• Nothing shall be done or upon the Common Property which will increase the rates of insurance of any..Home or for the Entire Tract or the contents thereof or which will result in the cancellation of insurance on any Home or the contents thereof or which will be in violation of any law Nothing shall be done in. or to any Home or on, in' J.. or to the Common Property which will impair the structural integrity of any Home or which will • structurally change any Home. In addition, no Owner shall have the right to paint, decorate or otherwise change the appearance of the exterior of • his Home, or any . portion of the Common Property without the prior written consent of the Board of Trustees. • No Owner shall cause or permit any' clotheslines, K. poles or clothes trees, clothes, sheets, blankets or laundry of any kind or other ' articles to be hung or displayed on the outside of windows or placed on the outside windowsills, walls, patio, deck or balconies of,' any Home, or other outside • area of the Common Property.. • • • • No noxious, immoral, improper, offensive or L unlawful activity shall be carried on in or upon the Common Property. or in any Hone, nor shall. anything be done 'therein, either willfully or -46- • • . 573610.04 negligently which may be or become an annoyance or • nuisance. to Other Owners anywhere within the • Entire Tract. All laws" zoning ordinances, and • regulations of all governmental bodies having • jurisdiction over the Entire Tract shall be observed. ' M... Each Owner shall keep his Home in a good state. of preservation and cleanliness. N.' The construction .of any deck, patio or porch shall • '0 require th'e.prior •àpproval'of the Association and • . shall be in compliance with all governmental requirements Said deck, patio or porch shall not be used for storage purposes including; but not 'limited to, the storage of major appliances, auto parts, storage containers or bicycles. The use of barbecues and/or other types of cooking apparatus • • are 'prohibited, except as' may be permitted under • . 0 applicable. State and municipal laws,' regulations and ordinances.. . .• . • . 0. No 'Oner shall install any floodlights on the exterior of a Home, without the prior written consent of the Board of Trustees. P. No bird, animal or reptile of any kind shall be raised, bred or kept in any Home or on any Lot, except that dogs (other than trained attack or • .. . guard dogs) and cats not to exceed in the • aggregate two per' Home may.' be kept. in Homes, • . -47- 573610.04 • provided, however, they are not kept, bred or maintained for any commercial purposes, are housed within the Home and the Owner having such pet abides by all applicable Rules and Regulations No outside pens,,- runs or yards shall be permitted. Q. No commercial vans, or trucks, which shall be deemed to include any vehicle -.bearing commercial signs, lettering or equipment, may park overnight on the. Common Property or any Lot, except within a garage, and no vehicles over 20 feet in length, boats, trailers, campers, recreation vehicles, mobile homes, or recreational vehicles may be parked on any part of the Property except (i) in areas designated or to be designated by the. Developer; (±) for those vehicles'temporarily on • the Property solely for purposes of loading or unloading or for servicing the Common Property itself or one of the Homes, and (iii) this restriction shall not apply, to Developer, its • . employees, agents, contractors and servants... The Board of Trustees.. through . the promulgation, ,' adoption and publication of Rules and Regulations, may and is hereby empowered. to further- . define those vehicles that are prohibited from parking on the Property. R No servicing or maintenance of any vehicle, boat or other item of personal property shall be. 573610.04 • . -48- . , performed anywhere on the Entire Tract, including driveways appurtenant to Homes. S. Garage doors shall be kept closed at all times when a vehicle(s) or person(s) is not entering or leaving the garage. . T. Draperies, blinds or curtains must be installed, by each Owner on all windows 'Of his Home and must be maintained in said windows at all times except where the •prior written consent of the Board of • . . . Trustees is obtained. U. No sign or signs shall be placed 'on any part of the. Entire Tract advertising the Property for • sale, rent or lease, or for any other purpose whatsoever except as provided: in this Declaration. No sign of any type visible, from the exterior of a Home . shall be placed on the window surface of any Home', except • by the Developer for marketing purposes during the ordinary course of business. • • V. In order to provide an orderly procedure. in the case of title transfers, and to assist in the maintenance of a current, up to date roster of Owners, éach,Owner shall give the Secretary of the Association timely notice of his intent to list his Home for sale, and,upon closing of title shall forthwith notify such Secretary of the names 'and home addresses of the purchasers • -49- 0 • . . 573610.04 W. No bicycles, baby carriages, wagons or similar• non-motorized vehicles or toys, nor mopeds, . 1 I-S.S11 1-.- ALLL) LL'.L L'i. ..L.LLL..L L..L .ULL) LL).L ..L 4 L. V JLL L. 1Ja.J.. .1.. JJ- parked or otherwise left unattended anywhérè in the Entire Tract, except that a licensed motorcycle may be parked in any assigned parking space. X No Owner or tenant thereof shall erect or maintain an exterior antenna on any Home within the Entire Tract unless it is permitted in writing by the Board of Trustees Satellite dishes are allowed, subject to Board approval, if they are no larger than one meter in diameter and located in , a location that will not . interfere with the enjoyment of adjoining owners. Y. No vehicles shall be parked' adjacent to or in any location which impedes access to any mailbox Z. . No fences or, , sheds of any kind shall be constructed or placed..anywhere on the Entire Tract AA. An Owner may add planting beds., shrubs, and trees with the submission of a landscape plan to and the written. approval of the Board; however, ' the planting of annuals shall not require the approval of the Board. the 'Owner of the Home shall be responsible for the maintenance of any approved plantings. ' No Owner shall remove any plahti'ng -50- 573610.04 • installed by the Developer within the Common • I .' Property.-The planting of fruits and vegetables - is • prohibited. The installation, maintenance and • removal of permittedplantings'shall be,subject to the rules and regulations of the Association.' BB. The Home and the Common Property shall be subject to all 'applicable federal, state and municipal • ' . ' laws, statutes, regulations and ordinances. None of the restrictions contained herein 'shall be construed to prohibit the reasonable adaptation of any Home for' use by 'any eligible person pursuant to any applicable State and/or Federal, law establishing such rights for the physically, challenged, disabled and/or handicapped. •. ' Nothing shall be done, to any Home or on or', in the Entire Tract which will impair the structural integrity of any 'Home or which will structurally change any Home. ' • ' 9.02.Restrictions on Leasing. No.. Owner other than the Developer shall lease or enter into an arrangement for use and/or occupancy of a Home for a term or period of less than three (3) months or-'more than one (1) year (except in the event of .a lender in. possession of a Home following' a default in a First Mortgage, a foreclosure proceeding or a deed or other arrangement in lieu of foreclosure) . ' Furthermore, no Owner shall permit the use and/or occupancy of a Home for transient or hotel purposes, which shall be defined as any rental or other arrangement 'for' use and/or occupancy where the users or 'occupants 'of the Home' are, provided customary' hotel 'services such "as room service for food -51-- ' 573610.04 and/or beverages, maid'. sérviqe, laundry and/or linen service and bellboy service In spite of the foregoing, an Owner may rent to or enter into an arrangement for the use and/or occupancy of a Home with a contract purchaser for less than three (3) months so long as such rental or arrangement for use : and/or., occupancy is not for transient or hotel purposes. No Owner, may lease or enter into an arrangement for the use and/or occupancy of less than-the entire Home.. Rentals shall be pursuant to leases which (a) are in writing; (b) are expressly subject to all applicable laws and the provisions of the Governing Documents including, without limitation, the Developer's rights to amend as described herein, provided that any failure' of. the lessee to fully comply with the terms and conditions of the Governing Documents shall constitute a. material default under the lease; and (c) expressly assign to the Association all rents due under the lease in the event of' any. delinquency in the payment of Common Expenses or other charges' due and payable to, the Association for more than thirty (30) days, including authorization for', the tenant to pay such reits. directly to the Association to the extent that such Common Expenses and other,charges are due and.payable to the, Association with respect', to the Home.. Moreover., no lease or occupancy of a' Home shall be permitted unless a true copy of the lease is furnished in advance to the....Association, together with the current address and phone numbers of both the Owner and the lessee In addition, the Owner of the Home shall not have the right to utilize the Common Property during any period that said Home is rented. Every lease must also expressly state. that the, -52- 573610.04 . ', Owner of the Home has provided the tenant with' the Governing' Every lease must also expressly prohibit assignment Documents of the lease and subletting The leasing or other arrangement for use and/or occupancy of. a Home shall in no way relieve the Owner from his obligations under the Governing Documëiits and he shall remain primarily responsible in the event a tenant, user or occupant fails to comply with the provisions of the Governing Documents. In addition to all other remedies which it may have, the Assoáiatiôn, shall the Owner of'such violations-and demand that same be' notify remedied: through the Owner's efforts within thirty (30) 'days • after such notice. If such violation is not remedied within such thirty (30) day period, immediately thereafter, at his own cost and expense,. the Owner shall institute and diligently prosecute an eviction, ejectment or other appropriate action against the tenant, user or occupant on account of such violation '''Such action shall not be compromised or settled without' the prior written consent of the Association In the event the Owner fails to fulfill the foregoing obligations, the Association shall•have the right, but not the duty, to institute and prosecute such action as atoriey-iii--fact for the Owner 'and at the Owner's sole' cost and expense, including all legal fees' incurred. Such costs and expenses shall' be due and payable upon demand by the Association as a Remedial Common Expense Assessment and shall be deemed to constitute alien on the particular Home involved.* nvolved The collection thereof may be enforced by the Board of Trustees in -53- 573610.04 the same manner as the Board of Trute.es is 'entitled. to. enforce collection-of-other Remedial Common Expense Assessments By execution of a deed to any Home conveyed by the Developer or by the acceptance of a deed to any Home conveyed by an Owner other than the Developer,, each :Owner does 'thereby automatically and irrevocably name, constitute, appoint and confirm the Board Of Trustees as his attorney-in-fact for the purposes described in this Section. Each 'Owner declares and. acknowledges that this' power of attorney is coupled with an interest in the subject matter and shall be deemed to run with title to the Home In spite of anything to the in 'this Section' 9•02, 'all leasing or,other, arrangement for the use,and/or occupa'ncy'for a Home shall satisfy the requirements of Section 9.04.. Provided. that the lease or other arrangement for use 'and/or occupancy of a Home otherwise complies with Section .9.04 of this Declaration, the restrictions on the ,length of the term of the leasing or, other arrangement for use and/or occupancy of a Home shall .not' apply to any arrangement between (a) a parent and child;' or (b) siblings.. 9 03 Restrictions on Alterations No Owner. (other than the Developer) may make any structural additions, alterations or improvements in or to his Home or upon . or to the Common Property., or impair any easement of record or referred to in this Declaration 'without the prior written 'consel-it of, the". Board of Trustees No additional changes are permitted to the Home unless permitted by the zoning ordinances of the Township of Egg Harbor ' -54- 573610:. 04 or in order to make the Home handicapped accessible under applicable law Despite the foregoing, while the Developer maintains a majority on the Board of Trustees, it shall make no additions, alterations, improvements or purchases which would necessitate a Special Common Expense Assessment unless necessitated by emergency or required by a governmental agency, title insurance company, or Institutional Lender. . The Architectural Control Committee, if established by the Board of Trustees, shall have 1the obligation to answer any written requests received by it from aOwner. for approval of a • proposed structural addition, alteration or improvement, in or to his Home within. seventy-five(75) days (or one hundred and twenty (120) days for so long as the Board is controlled by the Developer) after the receipt.' of such request, and failure to do so within the stipulated time shall constitute an approval of the proposal. Such requests shall be submitted to the Architectural Control Committee by certified mail, return receipt requested • • Any application by an Owner . to any municipal ..authority for a permit to make an addition, alteration or improvement in or to any Home or upon or to the Property must first be reviewed .-and • • approved, in writing by the Architectural Control Committee, and, if approved, shall be executed by the Architectural Committee and may then be submitted by the Owner to the appropriate government authorities Such approval, however, shall not result in any • liability on the part of the Association to • any contractor,' subcontractor or materialman on accoutit, of such 'addition, -55- 573610.04 ' alteration or improvement or to any person having any claim for injury to person or damage to property arising therefrom By submitting any such plan for approval, any owner expressly agrees to defend, indemnify and hold the Board, the Architectural Committee and the Association and its members harmless from any such liability. Further, the Architectural Control Committee shall have the right to impose a reasonable review fee and to impose any conditions it deems appropriate as part of any approval. The Owner shall furnish the Architectural Control Committee with a copy of any such permit which he has procured prior to the start of any work The provisions of this subsection shall not apply to Homes owned by the Developer until such Homes have, been initially sold and conveyed by the Developer unless such Developer-owned Homes are ro1untarily not being . offered for sale in the regular course of business In the absence of an established Architectural Control Committee the foregoing rights and responsibilities shall be that of the Board of Trustees. . . . . . . .. . . . . . 9 04 Age Restrictions A Community to Remain 55 or. Over Housing The Community is intended to be 1155 or Over Housing" within the meaning of the Fair Housing Act, so as to qualify as "housing for older persons" within the exemption provisions of the Fair Housing Act The construction, interpretation and enforcement of this Article IX, as well as the remainder ofthe Declaration and the By-Laws, shall be in a manner consistent with such requirements -56- 573610.04 . General.Age Restrictions. Occupancy of the Homes B. shall be restricted to use by permanent residents fifty-five (55) years of age or older with no children under nineteen (19) years of age in permanent residence, with the following exceptions couple under the age of- fifty-five '(55) years 'A member of (l) who is residing with his/her partner who is fifty-five (55) years of age, or over; or (2) One (1) adult .under fifty-five (.55) years of age will be admitted as a permanent resident if it is established that the presence of such person is essential to the physical care of one (1)' or more of the adult occupants who shall However, in the event be fifty-five (55) years of age or older the aforesaid restrictions are subsequently amended by: court order or otherwise to permit additional classes'of residents, the reserves the right to permit residency by such Association persons as shall be required Despite anything to the contrary in the. Declaration or. By-Laws, no 'Home may be occupied by any child under the "age of 19 years unless, despite anything to the contrary, such person is a handicapped dependent protected by the Fair Housing Act Exceptions to the foregoing age restrictions may be granted in particular cases by the Developer or the Association, in accordance with Section 9.04C. . .. C. Approval Procedures. : (i) It shall be the duty of the Developer, in connection with the initial occupancy of Homes, and of the Association as to, all subsequent occupancy of Homes, to enforce ' the, Declaration and this Article IX so that at all times the 573610.04 . -57-- Community will qualify for the "55 or Over. .Housing" for older persons exemption under The Fair Housing Act (ii) No occupancy of any. Home shall be permitted, begin, or continue if such occupancy would be in violation of the provisions of this Article IX or result in the loss of the Community's 1%55 or Over Housing" for older persons exemption under the Fair Housing Act No person may transfer, sell, give, lease, assign, grant, buy, rent or occupy any Home in the Community, unless and until such person shall have received the approval of the Association in accordance with this subparagraph (iii) No transfer, sale, gift, lease, assignment, grant, purchase, rental.or occupancy of any Home shall be made by any Owner or any subsequent prospective purchaser or lessee until the existing Owner who desires to transfer makes full disclosure to the Board in writing, of the name, address and age of the prospective purchaser or lessee and all prospective residents of the Home, together with evidence that said prospective purchaser or lessee and residents meet all qualifications set forth herein Said Owner who intends to sell, transfer, give, lease, assign any Home, shall, before entering into any binding agreement (other than an agreement whose enforceability is expressly contingent upon Board approval) for such with any prospective purchaser, grantee, lessee or assignee, submitting the evidence in writing as aforesaid to the Board and such Owner shall not execute said agreement without first obtaining the written approval of the Board The Board must act within ten (10) business of the days Oner's submission to the Board. In the event the Board does not -58-- 573610.04 act within the time set forth hereinabove, the Board will be • .deemed to have consented. In. the event the Board withholds its consent, then the Board, shall set forth the reasons for its denial in writing and present same to the Owner at the time the Owner is informed of the Board's decision. If the Owner is dissatisfied with the Board's decision, then the Owner may request a hearihg before the Board, with orwithout legal counsel present, which hearing will be scheduled by the Board within fifteen (15) days of an Owner's request for a hearing. All decisions of the Board after the hearing shall, as with the initial decision, be set forth in writing The Board must render said decision in writing within five (5) days of the scheduled hearing. (iv) Upon receipt.of any application for the transfer, sale, gift, grant, or rental of any Home, the Board occupancy, shall: • (a) Obtain verification of age of. all proposed residents of" the'Home, such verification to consist of 'copies of driver's licenses, birth certificates, or similar recognized substantiation. No approval shall be granted, and no application shall be deemed complete, unless and until all proposed residents shall have submitted age verification as contemplated 'by this subparagraph. . . . • . . . • . . (b) If the proposed residents of the Home meet the restrictions of Section :9.04 B (i.e., at least. one" member' of a couple is over the age of, 55 years, or one adult is ündër 55 years if the presence of such person is essential to the physical 573610.04 -59-- care of the adult occupants who are 55 or older, and no child under the age of 19 years is proposed to be a resident), then the Board shall approve the application (c) If a child under the age of 19 years is proposed to be a resident of the Home, the Board shall disapprove the application (d) If' all of the proposed residents of the Home are. under the age of '5.5 years, then. the Board. may, in its discretion': but shall" have 'Ino. obligation . to, approve the application provided, however, that the Board shall not have the authority to approve and shall not approve any application if 1. ., any proposed. resident child is under the age of 19 years; or 2. to approve the application would cause ' or threaten to cause, the Community to have less than 80% of its occupied by at least one Homes person over the age of 55 years., or otherwise to fail to continue to qualify for the "55 'or.. over Housing" for older persons exemption under the Fair Housing Act (v) The Board shall be obligated to conduct an occupancy survey every two years as required by 24 CFR Section 100-37 in order to qualify for the "55 or Over Housing" for older persons exemption under the Housing for Older Persons Act of 1995 (U.S.-C.A. Section 3607) A form of Compliance Affidavit appears as Exhibit E to this Declaration 573610.04 -60-- 9 05 Rules and Regulations and Fines The Board of Trustees is hereby empowered to promulgate, adopt and publish such Rules and Regulations as may be necessary to carry, out the intent of the restrictions established in Sections 9 01 to.9 ..04 of this Declaration and shall have the right to bring law suits suffered by the Developer as a result of such action to enforce the Rules and Regulations so established Without limiting the foregoing, to the extent that New Jersey law may permit, the Architectural Control Committee or the Board, whichever is applicable, shall further have the right to levy fines for violations of the Governing Documents, provided that the fine for a single violation may not, under any circumstances, exceed the maximum amount permitted by law. Each day that a violation • continues after receipt of notice by the Owner may be considered a separate violation Any fine so levied shall be considered as a Remedial Common Expense Assessment to be levied against the particular Owner involved, and collection may be enforced by the Board of Trustees in the same manner as the Board is entitled to enforce collection of other Common Expense Assessments ARTICLE X PROTECTIVE PROVISIONS FOR THE BENEFIT OF ELIGIBLE MORTGAGE HOLDERS 10.01. General.. Despite anything to the contrary in., this Declaration, the . • By-Laws or , the ' Certificate of Incorporation, the provisions of this Article X shall apply with respect to each Eligible Mortgage Holder. . . -61- 573610.04 • . • • • . The Notice to Eligible Mortgage Holders. 10.02. Association shall be deemed to have fulfilled its obligations hereunder and an Eligible Mortgage Holder shall be deemed to have been given any required notice hereunder so long as the Association can establish that it served the notice in question in the manner provided herein directed to the Eligible Mortgage Holder at the last address given by it to the Association in the manner provided herein The manner in which the Association shall give the notices required to notice mortgagees pursuant to this Article X shall be via United States Postal Service by cer- tified mail, with return receipt requested and sufficient prepaid post affixed thereto, addressed to the last address of the Eligible Mortgage Holder identified to the Association as provided herein 10.03. Notice. Uppn written request to 'the Association, identifying the name and address of the eligible mortgage holder, insurer or guarantor and the Owner or designation of the particular Home, any eligible mortgage holder, insurer or guarantor of a first mortgage lien on a Home shall be entitled, to timelywrittennotice of: A any proposed amendment to the Certificate of Incorporation, the By-Laws or this Declaration, B. any condemnation loss or casualty loss which affects either a material portion of the Common Property or any Home securing the Eligible Mortgage Holder's Mortgage, and no Owner or other party shall have priority over such Eligible -62- 573610.04 ' '; Mortgage Holder with respect, to the distribution to such Home (s) Of the proceeds. of any . condemnation award or settlement in the event of condemnation or with respect to: the distribution to such Home (s), of any insurance proceeds in the • event of casualty loss; C. any sixty (60) day delinquency in the payment of • . . Common •Expense. Assessment. . installments 'or other • . . assessments or charges. owed to the Association by Owner • an of any Home or which the Eligible Mortgage Holder holds a Mortgage; . D. any lapse, cancellation or material modification of any insurance policy Or fidelity bond maintained by the Association; and B. any proposed action that requires the consent of a specified percentage of Eligible Mortgage Holders. 10.04. Prior Written Approval of 51% of Eligible Mortgage Holders Despite anything contained in this Declaration to the contrary, the prior written approval of at least fifty-one (51%) percent of the Eligible Mortgage Holders, is required for any material amendment to this Declaration or to the By-Laws or Certificate of Incorporation, including, but not limited to, any amendment •which would change any provision relating to: ' A. • voting rights; • . . ' reserves' for maintenance, repair and replacement of the Common Property; • . ' ' • -63- 573610.04 •' C. :' responsibility .f or maintenance and repair of the • ' .1 Common Property; D convertibility of Homes into Common Property or vice versa (except as expressly contemplated by • . Articles IV. and XI of this Declaration); . . 0 expansion or contraction of the Common Property., • E. or the addition, annexation or withdrawal of land to or' from the Property , (except as expressly contemplated by Article XI of this Declaration), F. insurance or fidelity bonds; G leasing of Homes, H imposition of any restrictions upon an Owner's right to sell, or transfer. his Home; ' a I decision the Association by establish to self-management rather than professional • . management; ' . . ' • . ' ' J; 0 restoration or repair of • the Common Property . destruction or S. (after damage, condemnation) in a manner other than that specified in this Declaration, K. any action to • terminate the , legal status of the .' Community after substantial damage. or condemnation 0 • •. ' 0 •,,, • •. • occurs;, ' • L. rights to the use of Common Property;' . . '. . .. . M any provisions that expressly benefit Eligible Mortgage Holders; or , • ' •. • , • . , ' 0• 0 • • ' • -64-- ' • • • 0 573610.04 • • 0 0 •• • assessment allocations, assessment liens or N .. .subordination of assessment liens. Prior Written Approval of 67% of Eligible 10.05.. Mortgage Holders. Th prior written approval of at least. sixty-seven (67%) percent of the Eligible Mortgage Holders is required before the effectuation of any decision by the Owners to terminate the Declaration. . . . . Notice of Non-Material Amendment. 10.06. Any Eligible Mortgage Holder shall not receive notice from the Association, of any proposed non-matérial amendment to this Declaration, the By-Laws or the Certificate of Incorporation of the Association. . . . 10.07. Common Expense Lien Subordinate. .. Except to the extent permitted by any applicable law authorizing the establishment of a limited lien priority for the payment of Common Expense Assessments, any lien the Association may have on any Home in the Entire Tract is subordinate to the• lien • Or equivalent security interest of any First Mortgage on the Home recorded prior to the date any such Common Expense Assessment became due. 10.08. Maintenance and Inspection of Records. The Association shall maintain current copies of the Governing Documents, and any respective amendments and/or supplements thereto, as well as its own books, records and financial statement available for . inspection by Owners and Mortgage Holders. . Any Mortgage Holder shall upon prior written, request: (i') be permitted to inspect the documents, books and records of -65- ' 573610.04 the Association 'dur.ng normal business,', hours subject 'to such reasonable rules and regulations as may be established by the Board, and. (11) receive an annual audited financial statement of the Association within ninety (90) days following the end of any fiscal year of the Association. Notice of Meetings. Any Eligible Mortgage 10 09 . Holder shall receive written notice of all meetings of the Association and be permitted to designate a representative to attend all such meetings 10.10. Liability for Common Expense Assessments Any Mortgage Holder that obtains title to a Home as a result of foreclosure of the First Mortgage, or by deed or assignment in lieu of foreclosure, or any purchaser in a foreclosure sale, or their respective successors and assigns, is not liable for the share of Common Expenses. or ,other assessments by the Asociation pertaining to.-such Home or',chargeable,.to the former Owner which became due prior to acquisition of title Such unpaid share of Common Expenses' and other assessments shall be" deemed td. be . Common Expenses collectible from all of the remaining Owners including such acquirer, his successors, and assigns.-. 10.1L. Management Agreements. The term. of any management agreement for the 'Common Property shall not exceed two (2) years and shall provide for the Association's ability to terminate same without penalty, and with or without cause, at the end of the month following the month in which a notice of termination is given Common Expense Default Despite the absence 10 12 of any express provision to such effect in, any Mortgage instrument, in the event that there is any default in. 'the payment of any installment of any asessment' with respect.to 'any Home, any Mortgage Holder holding a Mortgage which encumbers such Home shall be entitled to declare such Mortgage in default' in the same' manner that is permitted by such Mortgage with respect to any default in the payment of real estate taxes. ARTICLE XI DEVELOPER'S RIGHTS AND OBLIGATIONS 11.01. 'Ratification, Confirmation and Approval of Agreements. The fact that some or all of the Officers, Trustees, Members or employees of the Association and the Developer may be identical and the fact that the Developer or - its nominees have heretofore or may hereafter enter into agreements with the' Association, or with third parties. will not. invalidate any such agreements, and the Association 'and. its Members, from time' to. time, will be obligated to abide by and comply with the terms and donditiois thereof. The purchase of a Home and the acceptance. of the Deed : therefore by ' any party shall 'constitute the ratification, confirmation and approval by such purchaser, its heirs, legal representatives, successors . and assigns, of, the propriety and legality of said agreements or any other agreements' ' authorized and permitted by this Declaration,. the Certificate of Incorporation or the By-Laws. -67- 573610.04 . - 11.02. Rights Reserved to Developer. Despite anything to the contrary in this Declaration or the Certificate of Incorporation or By-Laws of the Association, the Developer hereby reserves for itself, its successors and assigns without the consent of the Board, the Association, any Owner or any Mortgage Holder: (a)., The right to sell; ' lease, mortgage or: • sublease any unsold Homes within the Entire Tract for. so long as it owns one or more Homes in the Entire, Tract for sale in the ordinary course of business, (b) The right to use one or more Homes as models or a sales office or both and the right to post signs and other advertising material until it has sold the last Home within the Entire Tract, as fully developed The Developer reserves the right to use the' Clubhouse for marketing purposes until it has sold the last Home within the Entire Tract, as fully developed However, the time to exercise such rights shall in no event exceed ten (10) years from the date of recordation of the Declaration during the ordinary course of business 11 03 Transfer of Special Developer's Rights No special rights created or reserved to the Developer under.'- ,this Declaration ("Special' Developer's Rights") may be transferred 573610.04 ' .. . . ''.. : • except by an instrument evidencing the transfer recorded in the Office of the Atlantic County Clerk, New Jersey.. The instrument shall not be effective unless executed by the transferee Liability of Transferor. Updn transfer' 'of," 11.04. an.: such Special Developer's Right, the liability . of the transferor is as follows: A tansferor is not relieved of any obligation or A. liability arising before the transfer and remains liable for warranty obligations imposed upon it Lack of privity does not deprive any. Owner of standing. to bring an action, to .enforce any obligation of the 'transferor. . . • If a transferor retains any such Special Developer's Right, or if a.. successor to any such Special Developer's Right is an. Affiliate of the. Developer, the transferor"is subject to liability for all obligations and liabilities imposed on ..a Developer or by the Declaration, arising after the transfer, and is jointly and severally liable with the successor for' the liabilities, and obligations of the successor which relate to the Community. C. A transferor. that retains no such Special . Developer's Rights has no liability for'ãny act or omission or any breach of a. contractual. or warranty obligation, arising from the exercise. of any such'Special Developer's Right by a successor -69- . . . 573610.04 Developer which is not an Affiliate of the transferor. 11.05. Unless Transfer of Rights Requested otherwise provided in a mortgage instrument or deed of trust in case of foreclosure of a mortgage, sale by .a trustee under a deed of trust, or sale under any bankruptcy or receivership proceedings of any Homes owned by Developer, in the Entire Tract, a person or entity acquiring title to all the Homes being foreclosed or sold, but only upon its request, succeeds to' all such Special Developer's Rights or only to any such Special Developer's Rights to maintain models, sales offices and signs The judgment or instrument conveying title, shall provide for transfer of only the Special. Developer's Rights requested. 11.06. Right to Incorporate Additional Sections and Homes Into Community. Despite anything contained in this Declaration, and subjct.to all required governmental approvals, if any, the Developer, on behalf of itself, its' successors and assigns, hereby reserves the right, for a period of ten (10) years, from the date of the 're•cording'of this Declaration, to develop some 'or all of the undeveloped portions of the Entire Tract, to incorporate additional Homes and/or modify existing Homes, to incorporate additional site improvements and/or to modify existing site improvements into the Entire Tract by recording one or more Amendments and Supplements to this Declaration without the consent of the Board of Trustees, the Association, any Owner, any. Institutional Lender, or any other . party holding a legal or equitable interest in the Entire Tract -70- 573610.04 , , to incorporate within the Entire Tract some or all of the Entire Tract and to incorporate..additional Sections, phases, Lots, Homes, and site improvements and, thereby, to subject same to the Planned Real Estate Full Disclosure Act and the terms. and provisions of this Declaration. Such incorporation may result ±11 the Entire Tract consisting of' up to three hundred and ninety- seven (397) Homes as now or h.ereaftei approved for; development upon the Entire Tract by Resolutioiis of the Planning Board of the Township of Egg Harbor. The actual development of the Entire Tract will be subject. to regulation by those governmental authorities having jurisdiction of same however, the Developer hereby reserves the right to seek modification and/or amendment of the Resolution and the development plan from time to. time. Such modification and/or amendment may include chaiiging the aggregate number of Homes contemplated for the Entire Tractor of any Section of development thereof as . well as the configuration; design; mix; materials, including the material currently specified as the. surface material for the existing proposed 6 foot side. . natural wood chip trail; model type; floor plans;. and/or.'orientation of the Homes. Any Amendment and Supplement to this Declaration shall not be operative until duly recorded in the Atlantic' County Clerk's Office. -The Amendment and Supplement shall also be registered -with the New Jersey Department of Community Affairs, pursuant to N.J.S.A. 45:22A-21 et seq. and- the regulations' promulgated thereunder. . S Despite the . foregoing, the Developer . shall be under no obligation to incorporate any specific number of Homes into the • . 573610.04 Entire Tract. The Developer's 'reserved right to incorporate additional Homes as part of the Entire Tract shall be exercised by the Developer by the recordation in the Atlantic County Clerk's Office of an appropriate Amendment and Supplement to this Declaration expressly incorporating the additional Homes into the Entire Tract Any such Amendment and Supplement shall include such .. amendatory, supplemental. -or replacement exhibits as are necessary to legally and graphically identify the additional Homes,. When-recorded, any.such,Arnendxnent and Supplement shall be.:. fully binding upon all contract purchasers, Owners, holders of mortgages encumbering Homes and any other lieiholder or party,. having a. legal or,.equitable interest in the Entire Tract. 11.07. Foreclosure, Bankruptcy, Receivership. . ". Upon foreclosure, sale by. .a trustee under a deed of trust or sale under any bankruptcy or receivership proceedings ' of all Homes I in the Entire.Tract owned by Developer: . . . . . ' ... A 'the Developer cease's to' have any such Special. Developer's Rights, and B the period of Developer control terminates unless the judgment or instrument conveying title provides' for .transfer' . of all such . -Developer's Rights: to a successor to Developer; .',. 11.08. Liability of Successors The liabilities and obligations of persons or entities who succeed to all Special Developer's Rights as follows A successor to all such Special Developer's Rights A which is an Affiliate of the Developer is subject -72-- 573610.04 '. to all obligations and liabilities imposed on any Developer by law or by the Declaration. A successor •. to all such Special Developer's B.. Rights, other than a successor . described in subparagraphs C and D which is not an Affiliate of the. Developer, is subject to all obligations and liabilites imposed upon the Developer by law or this Declaration; but it is not subject to liability for misrepresentations or warranty • . . obligations on improvements made by any previous • . . Developer or made before the Property was created or for a breach of fiduciary. obligation by any previous Developer. :. If it is not an Affiliate of the Developer,, a C. successor to only a Special Developer's Right to maintain models, sales offices and signs may not exercise any other Special Developer's Right, but is not subject to any liability or obligation as a Developer. . . . . . . . A successor to all Special Developer's Rights D which is not an Affiliate of Developer and which .succeeded to those rights pursuant to a deed in' lieu of foreclosure or a judgment or instrument conveying title to, Homes . under • subparagraph C aforesaid may declare its 'intention in a recorded instrument to'' hold those rights solely for transfer to another party. .. Thereafter, until -73- 573610.04 • . • transferring all such: Special Developer Rights to any person acquiring title to any Home owned by the successor or until recording an instrument permitting exercise of all those rights, that successor may not exercise .. any rights other than the right to control, the,. Board of Trustees for the duration of any period 'of Developer control 'and any attempted exercise of those rights is void So long as a "successor Developer. may not, exercise special rights under. this Section, it is not subject to any liability or obligation as a ,Developer.:other than.liability for the successor's acts and omissions under this Declaration Ineffectiveness Nothing in this Article XI 11 09 subjects any successor to a Special Developer's Right to any claims against or other obligations of a'trnsf.eror other than claims and obligations arising under this Declaration ARTICLE XII , GENERAL PROVISIONS 12.01. Duration. The,provisionsof this.Declarat±on shall. be perpetual in duration, shall run with, and bind all of the land incorporated within the Entire Tract and shall inure to the benefit of and be enforceable by the Association and the Owners, their respective successors, assigns, heirs, executors, administrators, and personal representatives, except that the covenants and restrictions set forth in Section 9 01 shall have an initial term of forty (40) years from the date this • . . . . . ' ' ' , 74- 573610.04 Declaration is recorded in the office of the Atlantic County Clerk, at the end of' which period su'ch. covenants and restrictions shall, automatically be extended for successive "periods of ten'. (10) years each, unless at least. two-thirds (2/3.) 'in interest of the Owners at the time of expiration of-the initial period, or of any extension period, , shall sign an instrument or instruments (which 'may be in' counterparts) in which' they shall agree to change said' covenants and restrictions in whole Or in pát; but' no such agreement shall become binding unless written notice containing the terms of the proposed agreement is sent to every Owner at least ninety '(.90') days 'in advance of the action taken in authorizing said agreement; and any changes concerning any such agreement shall become effective and binding at such time as approved, and communicated in writing to the Owners' provided further, that in no event may the Entire Tract be conveyed to any' third' person, firm or corporation, without the express consent, by ordinance, of the governing, body of the-Township of Egg-Harbor' (or' such 'municipal corporation or ,oth'er' governmental' entity as may then' have zoning and subdivision jurisdiction over the Entire Tract).. 12.02. Amendment of Declaration. " ' Except , as otherwise" 'expressly provided herein, this Declaration may be amended at any time after the date hereof by a vote of -those Owner's in good standing representing at least sixty-seven percent (67%) of all Owners, at any meeting of the Association duly held in accordance with the provisions of the By-Laws. . However, any amendment of Section 2.03, 6.08A, 6.08C, 7.06 or 12.04 of this -75- ' 573610.04 Declaration shall, also require the prior written approval of the Township of Egg Harbor. No amendment shall be effective until recorded in the Office of the Atlantic County Clerk This Section is by way of, supplement to. and not in derogation of the powers of amendment reserved to Developer pursuant' to Articles VIII and XI' hereof. . In the alternative', 'an, amendment may be' made by:. an agreement, signed and acknowledged by all of the- Owners in the manner 'required 'for the execution of a deed, and such amendment shall be effective when recorded in the office of the Atlantic County Clerk,' New Jersey. Despite the foregoing, any, amendment so requiring it under the provisions of Article XI, shall also have the,, prior written approval of fifty-one - (51%) percent' of 'the •El±gible..Mor,tgage Holders. 12.03. Enforcement. , In addition . to ., the other remedies provided to the Association under the Governing Documents or by law, enforcement of this Declaration shall" be by , any appropriate proceeding in law or equity in any court or administrative tribunal having jurisdiction against any person or persons, firm or corporation violating or attempting to violate any 'covenant herein contained either to restrain or enjoin' such. violation ' or threatened violation . , or to 'recover. damages and against any Owner to enforce any lien created by this Declaration or any covenant 'herein contained. - Failure, by the Association or . any Member thereof to enforce any covenant herein contained for any period of time shall in no event be deemed a waiver or estoppel of the right to thereafter enforce the same -76- 573610.04 . ' ' Maintenance by Municipality. In the event 12.04. the Property is not maintained in reasonable order and condition, the Township of Egg Harbor shall have the right to enter upon and maintain it. The assumption of such maintenance responsibility shall be in accordance with the procedure setforth in N.J,.S.A. 40:55D-431(b). The cost of same shall be assessed, enforced and collected in accordance with the provisions of N.J.S.A. 40:55D-43(c). Despite any limitations as to the appl'icability:of' N J S A 40:55D-43(b) and (c) to the maintenance of "open space", provisions of this Section shall be deemed to apply' to' all maintenance obligations as set forth in this Declaration The cost of such maintenance by the municipality shall be assessed prorata against the Owners of each Home affected thereby, shall become a lien and tax on each such Home and shall. be enforceable by the Township of Egg Harbor in the manner provided by law with respect to real estate taxes assessed directly' against each such. Home. The Township of Egg Harbor shall, have no obligation to proceed as set" forth 'herein • and the Association will hold the Township of Egg Harbor harmless for' any liability arising from the Township' of Egg Harbor's actions or failure to act with respect to the maintenance of the Property All of the above provisions are subject and subordinate to the provisions of N.J.S.A. ;40:55D43 and ,anyamendments and/or supplements thereto. This Section 12 04 is expressly understood to be applicable to but not limited to the drainage basin located within the Common Property and for which: the Association is'responsible. .••' -77- 573610.04 .12. 05. •. Validity.. The invalidity of any. provisio±i of 1 this Declaration, the Certificate of Incorporation or By-Laws of the Association shall..not be deemed to impair o. r affect the validity or enforceability of the remainder of the Declaration, Certificate' of Incorporation or By-Laws and all other provisiôhs of this Dec lara,tion Certificate of Incorporation and'. By-Laws. shall continue in 'full force as if. such. invalid provision's had never been included. 12.06. Waiver. , No provision' contained 'in this Declaratior shall be:deerned to have .been abrogatèd'or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches which -may occur- i2-.07. Gender Number. The .usé of the masculine gender in this Declaration., shall' be deemed to refer 'to. the feminine gender and the use of the singular shall be deemed to. refer., to t.he. plural, and' vice versa.,' whenever, the" context so requires. 12.08. Rule Aqainst'Perpetuities.. If any provision of . this Declaration or the By-Laws shall' be interpreted to constitute a. 'violation of the rule against perpetuities,' such , provision shall be deemed to remain in effect until the 'death of the last survivor of the now living descendants'. of George, .Herbert' :. .Walker Bush,' former ,President . of the 'United States . of Atnerica," .' plus twenty-one (2 1) years thereafter 12.'09. - Notice - Association Unless a particular document permits or requires ..a particular notice to be given or served in a. different manner, notice permitted or required to be 573610.04 . -78- given to or served upon the Association under the Association's Governing Documents shall be deemed to have been properly given to or served upon the Association when same is mailed via the United States Postal Service by certified mail, with return receipt requested and. sufficient prepaid postage affixed thereto t addressed to the current Secretary or corporate Registered Agent of the Association as reflected in the official records of the .New Jersey Secretary of State as of the date such notice is mailed. Conflict. 12.10. In the event of a conflict of interpretation between the provisions set forth in this Declaration and the By-Laws, this Declaration shall govern. In the event any provision of this Declaration is in conflict with any mandatory provision of any applicable, federal, State, County or municipal statute, regulation, resolution, ordinance or other judicial, legislative or, executive "law", the terms of such statute, regulation, ordinance or other law shall govern. In the event that either the Fair Housing Act is hereafter amended or changed, . both . the Declaration and, the By-Laws . shall be interpreted in such a manner as to conform to the provisions of the Fair. Housing Act with respect to "55 or Over Housing" for older persons, it being the intention to maintain the 1155 or Over Housing" for older persons exemption for the Community under the Fair Housing Act. , . . . .. . 12.11. Exhibits. Attached hereto and made a part hereof are the following Exhibits: . . . .' 573610.04 . S -79- I the Developer has caused this IN WITNESS WHEREOF, Declaration to be executed on the date first mentioned above. STATE OF NEW JERSEY )SS COUNTY OF MONMOUTH , . an officer authorized to taker S I am 0 acknowledgments and proofs in this State On , 2004, SUSAN BERNSTEIN (the "Witness") appeared before me in person The Witness was duly sworn by me according to law under oath and stated and proved to my satisfaction that: The Witness is the Assistant Secretary of D.R. 1; HORTON, INC. - NEW JERSEY (the "Corporation") which is the Grantor in.this Declaration of Covenants andRestrictions. . S who The officer signed this Declaration is the • 2. President of the Corporation. . . 3. The making, signing, sealing and delivery of this Declaration have been duly authorized by a proper resolution of the Board of Directors of the Corporation. . 4. The Witness knows the corporate seal of the Corporation. . The seal was affixed to this Deed by.the Corporate. Officer The Corporate Officer signed and delivered this Deed as and for the voluntary act and deed of the Corporation. All this was • done in the presence of the Witness who signed this Declaration as attesting witness. The Witness signs this proof 0 to attest to.thetruthof these facts. • • • 0 Sworn to and Subscribed 0 0 Susan .Bernstein . • 0 before me on this.. • ••. Assistant Secretary • . • 0 _____ 0 .0 0 0 • day of' Notary Public 573610.04 EXHIBIT A to DECLARATION OF COVENANTS AND RESTRICTIONS FOR THE VILLAGE GRANDE AT ENGLISH MILL Legal (Metes and Bounds) Description of The Village Grande at English Mill consulting engineer services C Engineers, Planners, and Land Surveyors C February 4, 2004 LEGAL DESCRIPTION •VILLAGE GRANDE AT ENGLISH MILL - PHASE I & PHASE II • EXHJBIT PLAN FOR PHASE I & PHASE H • LANDS SITUATE EGG HARBOR TOWNSHIP, ATLANTIC COUNTY, NEW JERSEY Begmning at a point in the curved existing Northeasterly right-of-way line of Mill Road (C R #662), perpendicular to and 33.00 Feet distant from the centerline thereof, said point being the westerly corner of Lot 17, Block 3301, and extending from said point of beginmng, Thence I) Along the existing Northeasterly right-of-way line of Mill Road, along a curve curving to the left, having a Radius of 2325 01 Feet, with an interior angle of 6 Degrees 21 Minutes 59 Seconds, and an Are length of 258 35 Feet, (Chord N 6105042 W, 258.2l'), to a point of tangency; Thence 2) Continuing along the existing Northeasterly right-of-way line of Mill Road, North 65 Degrees 01 Minutes 42 Seconds West, a distance of 410. 95 Feet, to a point, Thence 3) Leaving said right-of-way line, North 04 Degrees 31 Minutes 52 Seconds West, a distance of 722.47 Feet, to a point common corner to Lot 1, Block 3301 and Lots 101 & 105, Block 3323 and in the line of Lot 2, Block 3301, Thence 4) Along the division line of Lot. 105, Block 3323, common with Lots 2, 3, 4, 5,.6, 7 & 8, Block 3301, North 71 Degrees 36 Minutes 35 Seconds East, a distance of 136248 Feet, to a point, Thence . . . 5) Continuing along said common division line, North 03 Degrees 52 Minutes 51 Seconds West, a distance of 244.73 Feet, to a point common corner to Lots 105 & 143, Block 3323 and in the division line of Lot 8, Block 3301; Thence . . . 6) Along the division line common to Lots 10.5 & 143, Block 3323, North 75 Degrees 10 Minutes 58 Seconds East, a distance of 297.00 Feet, to a. point in the Southerly right-of-way line of High School Drive (50.00' Wide);. Thence . . . 7) Along the Southerly right-of-way line of High School Drive, North 82 Degrees 20 Minutes 58 Seconds East, a distance of 884.40 Feet, to a point, Thence 8) Along the division line common to Lots 105 & 175, Block 3323, North 87 Degrees 45 Minutes 10 Seconds East, a distance of 153.63. Feet, to a point; Thence • .• . •• • • •, 150 DeTsea Drive, Suite 1, Sewell, NJ. 08080 www.ces-l.com 856-228-2200 Fax 856-232-2346 design @ces-l.com NJ Certificate of Authorization #3A276725 • . • . P:\2100-2199\21 71-0 i\work\reports\legais\21 71-01 -OSOI -DR}Ldoc-tjs North 04 Degrees 10 Minutes 38 Seconds West, a distance of 64.58 Feet, to a point in the 9) Northerly right-of-way line :,of High School Drive (50 00' Wide), said point being corner to Lot 10, Block 3302 common with Lot 1, Block 3326, Thence 10) Continuing along the Northerly right-of-way line of High School Drive, North 82 Degrees 20 Minutes 58 Seconds East, a distance of 115.67 Feet, to a point of curvature; Thence 11) Continuing along said Northerly and Northwesterly right-of-way line, along a curve curving to the left, having a Radius of 175.00 Feet, with an interior angle of 22 Degrees 38 Minutes 29 Seconds, and an Arc length of 69.15 Feet (Chord:, N 7100144 E, 68.70'), to a point of tangency; Thence '12)' . 'Continuing along the Northwesterly right-of-way line of High School Drive, North 59 Degrees 42 Minutes 30 Seconds East, a distance of 246 02 Feet, to a point of curvature, Thence 13) Continuing along the Northwesterly, and Northerly right-of-way line of High School. Drive, along a curve curving to the right, having a Radius of 300.00 Feet, with an interior angle of 51 Degrees 49 Minutes 40 Seconds, and an Arc length of 271.37 Feet (Chord N 85037'20" E, 262.21'), to a point of tangency; Thence . .. . 14) Leaving the Northerly right-of-way line of High School Drive, and running along the division line of Lot 1, Block 3326, common with Lot 10, Block 3302, North 04 Degrees 05 Minutes 00 Seconds West, a distance of 1191.20 Feet, to a point; Thence 15) Continuing said common division line, and along a curve curving to the right, having a Radius of 240.00 Feet, with an interior angle of 34 Degrees 13 Minutes 08 Seconds, and an Arc length of 143.34 Feet (Chord: N 85°34'52" W, 141.21'), to a point; Thence 16) Continuing along same, and along a curve curving to the right, having a Radius of 240.00 Feet, with an interior angle of 101 Degrees 19 Minutes 43 Seconds, and an Are length of 424:44 Feet (Chord: N 88°58'36" W, 371.25'), to a point; Thence 17) Continuing along same, South 83 Degrees 36 'Minutes 29 Seconds West, a distance of 53.90 Feet, to. a point; Thence 18) Continuing along same, and along .a curve curving to the right, having a Radius 240.00 Feet, of With an interior angle of 20 Degrees 59 Minutes 02 Seconds, and an Arc length of 87 90 Feet (Chord: S 87627'41" W, 87.41'), to a point; Thence 19) North 04 Degrees '10 Minutes 38 Seconds West, a distance of 945.76 Feet, to a point; Thence '20) ' South 72 Degrees 29 Minutes 24 Seconds East, a distance of 558.50 Feet, to a point; Thence 21) : South 01 Degrees 56 Minutes 38 Seconds East, a distance of 7.39 Feet, to a point; Thence . 22) South 88 Degrees 40 Minutes 50 Seconds East, a distance of 2328.94 Feet, to a point, Thence 23) North 73 Degrees 57 Minutes 10 Seconds East, a distance of 308-35 Feet, to a point; Thence 24) .• South 21 Degrees 32 Minutes 10 Seconds West, a distance of 743.41 Feet, to a point; Thence . P:'2 100-21 99\217 1 -01'\work\reports\legals\2 171-01 -OSOi-DRH.doc-tjs North 68 Degrees 27 Minutes 50 Seconds West, a distance of 871.20 Feet, to a point; Thence 25) South 21 Degrees. 26) 32 Minutes .10 Seconds West, a distance of 500.00 Feet, to a point; Thence 27) North 68 Degrees 27 Minutes 50 Seconds West, a distance of 1274.31 Feet, to a point; Thence 28) South 81 Degrees 06 Minutes 25 Seconds West, .a distance of 14.88 Feet, to a point; Thence 29) South 04 Degrees 05 Minutes 00 Seconds.East, a distance of 268.90 Feet, to a point; Thence 30) South 68 Degrees 27 Minutes 50 Seconds East, a distance of 2042.07 Feet, to a point; Thence 31) South 21 Degrees 32 Minutes 10 Seconds West, a distance of 750.00 Feet, to a point; Thence 32) Along the division line of Lot 24, Block 3325, common with Lot 1, Block 4001, North 68 Degrees 27 Minutes 50 Seconds West, a distance of 871.20 Feet, to a point; Thence 33) South 21 Degrees 32 Minutes 10 Seconds West, a distance of 1457.99 Feet, to a point; Thence 34) Along the division line of Lot 1, Block 3,324 common with Lots 12 & 13, Block 3301, North 68 Degrees 27 Minutes 50 Seconds West, 'a distance of 1014.26 Feet, to a 'point; Thence 35) Along the division line of Lot 1, Block 3324 common with Lots 13 & 15, Block 3301, South 15 Degrees 54 Minutes 55 Seconds East, a distance of 702.46 'Feet, to a point; Thence 36) Along the division" line of Lot 1, Block 3324 common with Lot 17, Block 3301., South 70 Degrees 26 Minutes' 11 Seconds West, a distance of 2121.65 Feet, to the point and place of beginning. ' Hereinabove described lands being all of Village Grande at English Mill. "Phase I & Phase II", contains 173.87 Ac.±, and is graphically shown on the plan entitled EXHIBIT PLAN FOR PHASE I & PHASE II,. VILLAGE GRANDE AT ENGLISH MILL, PLATE 33, BLOCK 3301, LOTS 9-11 & 18, BLOCK 3302, LOTS 10, 92-94, 96-101, BLOCK 4001, LOTS 2, 3 & 6, EGG HARBOR TOWNSHIP, ATLANTIC COUNTY, NEW JERSEY, as was prepared by Consulting Engineer Services, dated 2/04. ICES Job 217l- 01, File #2171-01-OS01_DRH.dwg. MARGARET KULIK, P.L.S.. New Jersey License No. 38943 P:\21:00-2199\2171 -0 i\work\reports\legals'2 171-01-OSO 1-DRH.doc7tjs EXHIBIT A-i to DECLARATION OF COVENANTS AND RESTRICTIONS FOR THE VILLAGE GRANDE AT ENGLISH MILL Legal (Metes and Bounds) Description of Phase I engineer services C Engineers, Planners, and Land Surveyors C February 4, 2004 LEGAL DESCRIPTION S VILLAGE GRANDE AT ENGLISH MILL - PHASE I •EXI-IIBITPLANFOR PHASE I LANDS SITUATE • S EGG HARBOR TOWNSHIP, ATLANTIC COUNTY, NEW JERSEY Beginning at a point in the curved existing Northeasterly right-of-way line of Mill Road (C .R. #662), perpendicular to and 33.00 Feet distant from the centerline thereof, said point being the westerly corner of Lot 17, Block 3301, and extending from said point of beginning; Thence 1) Along the existing Northeasterly right-of-way line of Mill Road, along a curve curving to the left, having a Radius of 2325.01 Feet, with an interior angle of 6 Degrees 21 Minutes 59 Seconds, and an Arc length of 258.35 Feet, (Chord N 61°50'42 W, 258 21'), to a point of tangency; Thence 2) Continuing along the existing Northeasterly right-of-way line of Mill Road, North 65 Degrees 01 Minutes 42 Seconds West, a distance of 410.95 Feet, to. a point; Thenáe 3) Leaving said right-of-way line, North 04 Degrees 31 Minutes 52 Seconds West, a distance of 722.47 Feet, to a point common corner to Lot 1, Block 3301 and Lots 101 & 105, Block 3323 and in the line of Lot 2, Block 3301; Thence . . 4) Along the division line of Lot 105, Block 3323, common with Lots 2, 3, 4, 5, 6, 7 & 8, Block 3301, North 71 Degrees 36 Minutes 35. Seconds East, a distance of 1362.48 Feet, to a point; Thence . . . 5) Continuing along said common division line, North 03 Degrees 52 Minutes 51 Seconds West, a distance of 244.73 Feet, toa point common corner to Lots 105 & 143, Block 3323 and in the division line of Lot 8, Block 3301, Thence 6) Along the division line common to Lots 105 & 143, Block 3323, North 75 Degrees 10 Minutes 58 Seconds East, a distance of 297.00 Feet, to a point in the Southerly right-of way line of High School Drive (50.00' Wide), Thence 7) Along the Southerly right-of-way line of High School Drive, North 82 Degrees 20 Minutes 58 Seconds East, a distance of 884.40 Feet, to a point; Thence S 8) Along the division line common to Lots 105 & 175, Block 3323, North 87 Degrees45 Minutes 10 Seconds East, a distance of 153.63 Feet, to a point; Thence . : 150 Delsea Drive, Suite 1, Sewell, NJ 08080 5 www.ces-1 .com 856-228-2200 Fax 856-232-2346 design,@ces-l.com NJ.Certificate of Authorization #GA276725 . S • • S • S P:\.2lOO-2l99\217l-Oi\work\reports\1ga1s\2l71-Oi-pHOIDRH.doc-tjs North 04 Degrees 10 Minutes 38 Seconds West, .a distance of 64.58 Feet, to a point in the 9) Northerly right-of-way line of High School Drive (50.00 Wide), said point being' corner, to Lo.t . . . ••. . .. . 10, Block 3302 common with.Lot 1, Block 3326; Thence. 10) Continuing along the Northerly right-of-way line of High School Drive, North 82 Degrees 20 Minutes 58 Seconds East, a distance of 115.67 Feet, to a point of curvature; Thence Continuing along said Northerly and Northwesterly right-of-way line, along a curve curving to 1) the left, having a Radius of 175.00 Feet, with an interior.angle of 22 Degrees 38 Minutes 29 Seconds, and an Arc length of 69.15 Feet (Chord: N 71°01'44" E, 68.70'), to a point of tangency; Thence 12) Continuing along the Northwesterly right-of-way line of High School Drive, North 59 Degrees 42 Minutes 30 Seconds East, a distance of 246.02 Feet, to a point of curvature; Thence 13) Continuing, along the' Northwesterly and Northerly right-of-way line of High School. Drive, along a curve curving to the right, having a Radius of 300.00 Feet, with an interior angle of 51 Degrees 49 Minutes 40 Seconds, and an Arc length of 271.37 Feet.(Chord:'N 8597'20"1,. 262.2 1'), to a point of tangency; Thence 14) , Continuing along the Northerly right-of-way line of High -School Drive, South 68 Degrees 27 Minutes 50 Seconds East, a distance of 565.27 Feet, to a point in the centerline of Ivins Avenue (50.00' Wide); Thence 15) Along the centerline of Ivins Avenue, South 21 'Degrees 32 Minutes 10 Seconds West, a distance of 982.99 Feet, to.a point; Thence 16) Leaving said right-of way and running along the division line of Lot .1, Block 3324 corrimon with Lots 12. & 13, Block 3301, North 68 Degrees 27 Minutes 50 Seconds West, a distance of 1014.26 Feet, to a point; Thence 17) , " Along the division line of Lot 1, Block 3324 common -with Lots 13 & 15, Block 330,1, South 15 Degrees 54 Minutes 55 Seconds East, a distance of 702.46 Feet, to, a' point; Thence 18) Along the 'division line of Lot 1, Block 3324 common with Lot '17, Block 3301,' South 70 Degrees 26 Minutes 11 Seconds West, a distance of 2121.65 Feet,. to the point and place of beginning. Hereinabove described lands being all of Village Grande at English Mill "Phase F', conta'in's 93.18 Ac.±, and is graphically shown on the plan entitled EXHIBIT PLAN FOR PHASE I, VILLAGE GRANDE AT ENGLISH MILL, PLATE 33, BLOCK 3301, LOTS 9-11 .& 18, BLOCK 3302, LOTS. 10, 92-94, 96-101" . BLOCK 4001, LOTS 2,3 & 6, EGG HARBOR TOWNSHIP, ATLANTIC COUNTY, NEW -JERSEY, as was prepared by Consulting Engineer. Services, dated 2/04. CES Job #2171-01. File #2171-01- PHO 1DRH.dwg.' MARRET ItULIK, P.L.S. New Jersey License No. 38943 P:\21 00-2 199\2171 -01\work\reports\legals\21 1-01-PH0]-DRRdoc-s EXHIBIT B to DECLARATION OF COVENANTS AND RESTRICTIONS FOR THE VILLAGE GRANDE AT ENGLISH MILL Overall Phase Plan for The Village Grande atEnglish Mill • / : • ,•r\sxT72j (' \ f% 2 \\ Z S O HN D LRB Pr /I \\ EXHIBIT B-i. . to DECLARATION OF COVENANTS AND RESTRICTIONS FOR THE VILLAGE GRANDE AT ENGLISH MILL Phase IPlan . V I )\\ 7< I:ill LOW ROAD p o rf- ' lb Leo Ilk 10 q \ \<,/ -' -( •" —7 I / L Lo b / 7 IL TTJL7TOAO v I - I I I I i n COSULfl &R SERACES EXHIBIT PLAN FOR PHASE I VILLAGE GRANDE 0t ENGLISH MILL — — PLA7E 33, BLOCK 3301, LOTS 9-11 * 18, BLOCK 3W2 1015 10. 02-14. 06.-101. Ot.00I( 4001 LOtS 2. 3, & 0 aQ wlv. ,011I'. 1Srfl1 • EXHIBIT C to DECLARATION OF COVENANTS AND RESTRICTIONS FOR • THE VILLAGE GRANDE AT ENGLISH MILL Certificate of Incorporation of The Village Grande at English Mill Homeowners Association, Inc. CERTIFICATE OF INCORPORATION FOR THE VILLAGE GRADE AT ENGLISH MILL HOMEOWNERS ASSOCIATION, INC. DATED: • File and Return to: GREENBATJM, ROWE, SMITH, RAVIN, DAVIS & HINNEL LLP .Attn: Christine F. Li, Esq. P.O. Box 5600 Metro Corporate Campus I Woodbridge, New Jersey 07095 573608.01 The undersigned, who is of full age, in order to form a corporation pursuant to the provisions of the New Jersey Nonprofit Corporation Act, Title 15A of the New Jersey Statutes Annotated, does hereby certify: ARTICLE I Name The name of the corporation is "THE VILLAGE GRANDE AT ENGLISH MILL HOMEOWNERS ASSOCIATION, INC.," hereinafter called the "Association". ARTICLE II Principal Office The principal office of the Association is located at 20 Gibson place, . . . . . Freehold, New Jersey 07728. ARTICLE III . Registered Agent . MITCHELL NEWMAN, located at 20 Gibson Place, Freehold, New Jersey 07728, is hereby appointed the initial registered agent of this Association. . ARTICLE IV . . Purpose and Powers of the Association This Association does not contemplate pecuniary gain Or profit to the members thereof, and the specific purposes for which it is formed are to provide for the maintenance, preservation and control of. . the Property described in the Exhibitth of a certain Declaration entitled "Declaration of Covenants and Restrictions for The Village Grande at English Mill" recorded or intended to be recorded in the Office of the Clerk of Atlantic County, as same maybe amended and supplemented as therein provided and to promote the health, safety and welfare of the residents within the above described property and for these purposes: . . . .. . . . A. To exercise all of the powers and privileges and to perform.all.of the duties and obligations of the Association as set forth in the. Declaration and in the By-Laws of the Association, as they both may be amended and supplemented from time to time as therein 573608.01 . . . . . . provided, said Declaration and By-Laws being ircor•porated herein, as if set forth at length; B To fix levy, collect and enforce payment by any lawful means of all charges or assessments pursuant to the terms of said • Declaration and By-Laws of the Association; to pay all expenses iii connection therewith and all office and other expenses incident to the conduct of the business of the Association including all licenses, taxes or governmental charges levied or imposed against the property of the Association; C.. 'To acquire (by gift, purchase, or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association D. To borrow money, to mortgage, pledge, deed in . trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred; and E. To have, and to exercise any. and all powers, rights and privileges whicha corporation organized under the Nonprofit Corporation Law of the State of New Jersey by law may now or hereafter have or exercise. . .•. . . . . . RTICLE'V' . .. Membership . .• ,., Every person or entity who is a record owner of a fee interest in any Home which is subject to the Declaration and qualifies in accordance with the By-Laws shall be a member of the Association The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance'of an obligation. ownership of any . such Home shall be the sole qualification for membership Upon termination of the interest of the Owner his membership shall automatically terminate and shall be transferred and shall inure to the new Owner succeeding him in interest 573608.01 2 • S ARTICLE VI 0 Board of Trustees The affairs of this Association shall be managed by a' Board of Trustees. The initial Board of Trustees shall be composed of three (3) persons' who need not be members of the Association. The number of Trustees may be changed pursuant to the By-Laws of the Association. The names and addresses of the persons who are to act in the capacity of Trustees until the selection of their successors are: ' Mr. Al Garfall' Mr. Glen McDonald , 20 Gibson Place. 20 Gibson Place Freehold, New Jersey 07728 Freehold, New Jersey 07728 Mr. Mitchell.-Newman 20 Gibson Place Freehold New Jersey 07728 Themethod of electing Trustees shall be set' forth in the By-Laws of' the Association. ARTICLE VII . Distribution of Assets Upon dissolution, the assets of the Association shall be distributed as provided in the By-Laws of- the Association. ARTICLE VIII Duration The Association shall exi,st perpetually. ARTICLE IX Amendments Amendment of this Certificate shall require the assent of seventy-five (75%) percent of the members of the Association. 3 573608.01 for the purpose of forming this nonprofit. IN WITNESS WHEREOF, corporation under the laws of the State of New Jersey, the undersigned the incorporator of this Association has executed this Certificate of Incorporation this day of , 2004. Christine F. Li STATE OP NEW JERSEY: : SS.: . COUNTY OF MIDDLESEX BE IT REMEMBERED, that on this day of , 200_ before me the subscriber, a Notary Public of the State of New Jersey, personally appeared Christine F Li who I am satisfied is the person named in and who executed the within Instrument, and thereupon acknowledged that she signed, sealed and delivered the same as her act and. deed, for the, uses and purposes therein expressed 4. 573608.01 . • • EXHIBIT D to • DECLARATION OF COVENANTS AND RESTRICTIONS FOR • THE VILLAGE GRANDE AT ENGLISH MILL By-Laws of The Village Grande at English Mill Homeowners Association, Inc. THIS PAGE HAS BEEN. INTENTIONALLY LEFT BLANK TABLE OF CONTENTS FOR BY-LAWS OF THE VILLAGE GRANDE AT ENGLISH MILL HOMEOWNERS ASSOCIATION INC Page ARTICLE 1 NATURE OF BY-LAWS 1 1..01 Purpose 1 1.02 Definitions 1 1.03 Fiscal Year 1 1.04 Principal Office 1 ARTICLE II MEMBERSHIP AND VOTING RIGHTS 1 2.01 Meiribers ....................... ....................... ..................1 2.02 Member in Good Standing . ...........................................2 2.03 Associate Members 2 2.04. Change of Membership 2 2.05 Rights of Membership 2 2.06 Suspension of Rights ................................................ 3 2.07 Association Initiation Fee 3 2.08 Contribution to Working Capital ..................................... 4 2.09 Votes 4 ARTICLE III MEETINGS OF OWNERS 5 3.01 Place of Meetings 5 1.02 Annual Meetings 5 3.03 Special Meetings 5 3.04 Notice of Meeting 6 3.05 Quorum and Adjourned Meetings ........................................... 6 3.06 Organization 6 3.07 Voting On Questions 6 3.08 Voting in Elections of Trustees 7 3.09 Ballot by Mail ............................................ 7 3.10 Proxies 8 3 11 Judges 9 3.12 Order of Business .................................................... .9 ARTICLE IV BOARD OF TRUSTEES ... ................................................. 10 4.01 Qualifications 10 4.02 Number .............................................•................... 11 573609.04 ± . ' . 4.03 Transition Elections .....................................'13 4.04 Term of Office ................S 13 4.05 Removal of Members of the Board of Trustees 4 06 Vacancies 13 ARTICLE V TRANSACTION OF BUSINESS BY THE . , ..................................14 14 5.01 Express and Implied Powers and Duties 14 5.02 Developer's Protective Provisions 5.03 Meeting of the Board, Notices Waiver of Notice 15 5.04 Quorum and Adjourned Meetings 16 5.05 Joinder in Meetings by Approval of. Minutes 16 5.06 Non-Waiver .........................................................17 .5 .07 Consent in Lieu of Meeting and Vote 17 5 08 Meetings Open to Owners Notice 17 ARTICLE VI POWERS AND DUTIES OF BOARD OF TRUSTEES 18 6.01 General Powers and Privileges 18 6.02. Duties and Responsibilities 21 ARTICLE VII FISCAL MANAGEMENT 26 . 7 .01 Budget, Common Expense Assessments 26 7.02 Determination of Common Expenses 27 7.03 Disbursements .....................................................27 7.04 Depositories 27 7 -.05 Accounts 27 7 06 Reserves 29 7.07 Notice Emergencies 30 7 08 Acceleration of Assessment Installment Upon Default 30 7 09 Interest and Counsel Fees 31 7.10 Assessment 'of Expenses in Actions by or against Association Allocation of Awards 32 7.11 Power of Attorney to Holder of a Permitted Mortgage 33 7.12 Annual Audit 33 7.13 Examination of Books 34 .7 .14 Fidelity Bonds 34 ARTICLE VIII OFFICERS .............S j4 8.01 8 01 Designation 34 .8 .02 Election of Officers 35 8.03 Removal of Officers 35 573609.04 8.04 - Duties and Responsibilities of Officers . 35 8.05 Other Duties and Powers ...............................................36 8.06 Eligibility of Trustees ...........................................36 ARTICLE IX COMPENSATION, INDEMNIFICATION AND ........ 36 9.01 Compensation .........................................................36 9.02 Indemnification ....................................................36 . .... 9.03 Exculpability ............... ................................ ...... 37 ARTICLE 'X ARCHITECTURAL CONTROL COMMITTEE .....................................37 I 10.01 Purpose.,.. .......... .............................................. 37 10.02 Powers ...............................................................38 10.03 Authority ...........................................................38 ARTICLE XI OTHER COMMITTEES ..................................................39 11.01 Committees ....................................................... 11.02 Subcommittees ...................................................39 11.03 Duties ............................................................... ARTICLE XII ENFORCEMENT ...........................................................39 12.01 Enforcement ..........................................................39. 12.02 Fines ...........• ....................................... 40 12.03 Waiver ...................................................., ........40 12.04 Cause of Action Against Association ...............................40 12.05 Alternative Dispute Resolution Procedure .........................40 .12.06 Compliance By Members ............................................41 12.07 Civ.il.Action for Damages .........................................42 ARTICLE XIII AMENDMENTS .....................................................42 ARTICLE XIV CONFLICT; INVALIDITY..; ..........................................43 14.01 Conflict .........................................................43 14.02 Invalidity .........................................................43 ARTICLE XV NOTICE ............................................................43 ARTICLE XVI CORPORATE-SEAL ...................................................43 573609.04 . . BY-LAWS OF THE VILLAGE GRANDE AT ENGLISH MILL HOMEOWNERS ASSOCIATION-INC. ARTICLE I NATURE OF BY-LAWS . 1.01. Purpose. These By-Laws are intended to govern the administration of The Village Grande at English Mill Homeowners Association, Inc (the "Association"), a non-profit corporation organized under Title iSA of the New Jersey Statutes Annotated and provide for the management, administration, utilization and maintenance of the Property described in the • Declaration for The Village Grande at English Mill the "Declaration"), and : • any amendments or supplements thereto • 1.02. Definitions. Unless the context clearly indicates otherwise, all definitions set forth in the Declaration for The Village Grande at English • Mill are incorporated herein by.reference. 1.03. Fiscal Year. The fiscal year of the corporation'.shall be determined by the Board of Trustees .1.64. Principal Office The principal office of the corporation is initially located at 20 Gibson Place, Freehold,-New Jersey 07728. ARTICLE II MEMBERSHIP AND VOTING RIGHTS • ' • 2.01. Members Every person firm association corporation or other legal entity, including the Developer, who is a record Owner or Co-Owner of the 'fee simple title to any Home shall be a Member of the Association; provided, however, that any person firm association corporation or legal entity who holds such title or interest to a Home merely as a security for the performance of an obligation (including but not limited to mortgagees or trustees under deeds of trust) shall not be a Member, of the Association. Despite anything to the contrary in the preceding the Developer shall have one (1) membership in the Association for each contemplated Home which has not, 573609.04 •. ,. . , .. been conveyed to an individual purchaser, not to exceed the number of Homes approved by the municipality. 2.02..Member in Good Standing. A Member shall be deemed to be in good standing for voting purposes as well as any related requirement as may be established by the Board of Trustees if at least thirty (30) days prior to the date fixed for such meeting he has fully paid all installments due for assessments made or levied against him and his Home by the Board of Trustees as hereinafter provided, together with all interest, costs attorney "s fees penalties and other expenses, if any, properly chargeable to him and to his Home Any date set forth in these By-Laws for determining good standing for voting purposes as well as any related requirement which may be established by the Board of Trustees shall be deemed supplemental to, and not in derogation of, the record date provisions of N.J.S.A.' 15A:5-7. .2.03. Associate Members Every person who is entitled to possession and occupancy of a Home as a tenant or lessee of a Owner pursuant to Article X of the Declaration may be an Associate Member of the Association, but shall not be entitled to any vote with respect to Association matters 2.04. Change of Membership Change of membership shall be accomplished by recording in the Office of the Atlantic County Clerk a deed or other instrument establishing a record title to a Home and delivery, to the Secretary of the Association of a certified copy of such instrument,, together 0 with such sums of money as are required for the payment of any initiation' .fee contribution to capital or escrow deposit The membership of the prior Owner shall be thereby terminated 2.05. Rights of Membership. 0' Every person who, is entitled to . membership in the Association and permanently resides in a Home pursuant to the provisions of the Certificate of Incorporation and these By-Laws, including any Associate Member, shall be privileged to use and enjoy the Common Property, subject to the right of the Association to Promulgate adopt and enforce rules and regulations a) governing such use and enjoyment, and 0 0 0 2 573609 .04' 0 ' 0 Suspend the use and enjoyment of the Common Property (b) as provided in Section 2.06; and. . (c) Transfer, grant or obtain easements, licenses and other' property rights, with respect to the Common Property as provided in Section 6 01(k) of Article VI 1-. nrrS f The membership and voting rights of 2.06. Suspension of Rights . any member maybe suspended by the Board of Trustees for any period during which any assessment 'against the Home to which his membership is appurtenant remains unpaid but upon payment of such assessments and any interest accrued thereon, and any costs associated with the collection thereof, including reasonable attorneys', fees,. by cash, . money order,: or certified or collected funds, his .rights and privileges shall be immediately. and automatically restored. Section .2.02 hereof shall govern the restoration of voting rights. Further, if rule and regulations governing the use of the Common Property or Homes or the conduct of persons in the Community thereon have been adopted and published, as authorized in these By-Laws, the rights and privileges of any person in violation thereof or in violation of any non-monetary covenant of the Declaration may be suspended at the discretion of the Board of Trustees for a period not to exceed thirty (30) days for any single violation, but if the violation is of a continuing nature such rights and privileges may be suspended indefinitely until such time as the violation is abated No such action shall be takenby the'Board of Trustees until the Owner is afforded an opportunity for a hearing consistent with the principles of due process of law. 2.07 AssociatiOn Initiation Fee. Each Owner, . excluding Developer, shall pay to the Association upon acquisition of title to his Home a nonrefundable and nontransferable Association initiation fee of not more than $350.00, which will be available to the Association'for (i) the, off-set of cash flow or budget deficits, (ii) payment of operating expenses, (iii) operating 'contingency reserves, (iii) repair and replacement .and/o± deferred maintenance reserve, (iv) working capital reserve, and/or (v) any other lawful 3 573609.04 . If imposed, payment of • purposes(s) perinitted.by the Governing .Documents... such sum shall be a condition precedent to exercise rights of membership in the Association upon the initial sale or a subsequent transfer of title to a Home6 Any unpaid initiation fee shall be deemed a lien on the Home in the same manner as any unpaid Commdn Expenses attribuable to such Home.. . . 2.08. Contribution to Working Capital Each Owner, excluding Developer, shall pay to the Association upon acquisition of title to his Home a nonrefundable and nontransferable contribution to the working capital of the Association in an amount of $550 00 at the time of the acquisition, which will be available to the Association for (i) the off-set of cash flow or, budget deficits (ii) payment of operating expenses, (iii) operating contingency reserves,.(iii) repair and replacement and/or deferred maintenance reserve (iv) working capital reserve and/or (v) any other lawful purpses(s) permitted by the Governing Documents. . Payment of such sum shall be: .a condition precedent to the exercise of rights of membership in the Association upon the initial sale or a subsequent transfer of title to a Home..Any unpaid working capital contribution shall be deemed a lien on the Home in the same manner as. any unpaid Coiiirnon Expenses attributable to such Home. . .2.09. Votes. Each Owner. s1all be entitled to • such .vote .(s for each Home to which he holds title as is provided in Article V Section 5.01 of the Declaration. When more than one person holds title, the vote(s) foreach 0 Home shall be exercised as the Co-Owners themselves determine When one or. more Co-Owners signs a proxy or purports to vote for his or her Co-Owners such vote(s) shall be counted unless one or more of the other Co-Owners is present and objects to such vote(s) or, if not present submits a proxy or objects in a writing delivered to the Secretary of the Association before the vote(s) is counted If Co-Owners disagree as to the vote(s), the vote shall be split equally among the Co-Owners 4 573609.04. . • ARTICLE III MEETINGS OF OWNERS. All meetings of the Members of the .3.01. Plaöe of Meetings. Association shall be' held at the Community or at such other place convenient, to the members as may be designated by the Board of Trustees. ' All annual meetings' of the Association. 3.02. Annual Meetings. shall be held on the day and month of the year to be established by the Board of Trustees,, except that' the first such' annual meeting, shall be held not .more than thirteen (13) months following the incorporation of the Association. The election of Trustees, shall take, place at each annual. meeting subsequent to the Transition Elections held in accordance with Section 4.03. If thee,lection of. Trustees is not held at the annual meeting or any'adjburnment 'of such meeting, the Board of Trustees shall cause the election to be held at a special meeting as soon., thereafter as may be convenient. At such special meeting, the Owners may elect the Trustees and transact other business with the same force and effect as at an annual meeting duly called and held. . All 'proxies validly received for he originally scheduled meeting shall remain.in full force and' effect for any such adjourned meeting or special meeting, and new proxies may be' received for any such subsequent meeting. .. 3.03. Special Meetings. ' Following' the Transition _Elections, special meetings, of Owners may be called by the President whenever he deems such a 'meeting adisable, or shall be called, by the Secretary upon the' order of the Board of Trustees or upon the written request of Members representing. not less than twenty-five (25%) percent of all the votes entitled to be cast. at such meeting. ' Such request shall state the purpose(s) of' such meeting and 'the matter(s) proposed to be acted upon. Unless Owners representing atleast ' fifty (50%) percent of all votes entitled to be cast request such a meeting no special meeting may be called to consider any matter which is substantially the same as a matter voted upon at any meeting of the Owners held during .'the- preceding twelve' (12) months, which determination shall be made in the sole and absolute discretion of the Board of Trustees. 5 573609.04 3.04. Notice of Meeting. Except: as otherwise provided by law and , Section 4.03 herein with respect to transition elections, law or these By-Laws, notice of each meeting of Owners whether annual or special, shall be given not less than ten (10) days, : nor more than ninety (90) days before the day on which the meeting is to be held, to each Owner at his last known address by delivering a written or printed notice to each Owner, or by mailing such notice, postage prepaid Every such notice shall state the time place and purpose of the meeting Notice of any meeting of Owners shall not be required to have been sent to any Owners who shall attend such meeting in person or by proxy. Notice of any adjourned meeting of the Owners shall no be' required to be given except when expressly required by law Except as otherwise expressly required by law, no publication of any notice of a meeting , of Owners shall be required. 3.05. Quorum and Adjourned Meetings At such meeting of the Association persons.,.(including Developer or its representatives) holding twenty-five (25%) percent of the authorized votes present, in person or by proxy, shall constitute a quorum for the transaction of business except where otherwise provided by law. In the absence of a quorum, the person holding votes present in person or by proxy and entitled to vote, may, by majority vote adjourn the meeting from time to time until a quorum shall be present or represented At any such adjourned meeting at which a quorum may be present any business may be transacted which might have been transacted at the meeting originally called 3 06 Organization At each meeting of the Association, the President or, in his absence, the Vice President or in the absence of both of them, a person schosen by a majority vote of the Members in Good Standing present an person or represented by proxy, shall act as .a chairperson, and the Secretary or in has absence a person whom the chairperson shall appoint, shall act as Secretary of the meeting 3 07 Voting On Questions.'. Only Owners who are Members in Good Standing shall be entitled to vote on questions A majority of votes present in person or by proxy at any duly constituted meeting of the membership shall 6 573609.04 be sufficient on those questions submitted to a vote of the membership The vote on any question need not be taken by ballot unless (i) the chairperson of the meeting determines a ballot to be advisable or (ii) a majority of the votes present at the meeting determine that the vote on the question submitted shall be taken by ballot 3.08. Voting in Elections of Trustees Only Owners who are Members in Good Standing shall be entitled to vote in elections of Trustees The election of Trustees shall be conducted by written ballot and the Owner(s) of each Home present in person or by proxy shall be entitled to one vote for each Home to which he holds title If, at any meeting at which an election is held, more than twice the number of candidates to be elected are nominated, there shall be two ballots cast At the end of the tabulation of the first ballot the field of nominees shall be reduced so that there are twice as many candidates as there are positions to be filled with..the remaining candidates receiving the fewest votes being eliminated from the ensuing ballot A second ballot shall be held and on the second ballot the persons receiving the plurality of votes will be deemed to be elected in order to fill the vacant positions If there are not more than twice the number of nominees for the number of positions to be filled there shall be one ballot with the persons receiving the highest numbers of votes being elected in order to fill the vacancies on the Board If ever applicable candidates polling the highest numbers of votes will be considered elected for the longest period of years Election of Trustees at all meetings shall be in accordance with this Section 3.08. 3.09. Ballot by Mail The Board in lieu of calling a membership meeting may submit any question or election other than a Transition Election to a vote of the membership by a ballot by mail No ballot by mail shall be valid or tabulated unless the signature of the Owner(s) submitting the ballot has been verified on the ballot according to procedures adopted by the Board of Trustees, if any. The Board shall appoint judges to tabulate the ballot whose report shall be included in the minute book. In order to conduct a ballot by. mail for a question submitted to a vote of the membership, the Board 7 573609.04 . • of Trustees shall serve a. notice.upon all Members in GoodStanding which shall (i) state with specificity in terms of motion (s) the question(s) upon which the vote is to be taken (ii) state the date by which ballots must be received - (iii) provide an official ballot for'the.purposes of in order to. be counted;., the vote; and (iv) state .the, date upon which the 'action contemplated by. the' motion(s) shall be effective, which date shall be not less than ten (10) days after the date ballots must be received No actions contemplated by a motion or question submitted to a ballot by mail shall be taken unless that number of Members in Good Standing that would constitute a quorum under the provisions of Section 3.05 herein submit ballots'and a majority 'o'f the ballots cast approve such motion or, question. . . .. . . . . . . In 'order to 'conduct a, ballot by 'mail for an election of Trustees, the Board shall , serve 'a notice upon all Members which shall (i) provide an official ballot. .for the,purposes of the election; and (ii) state the date by . which the ballot must be received to be counted 3.10. Proxies.' Proxy ballots shall be permitted with respect to (i) all elections of Trustees,. '(ii) 'all amendments to the Certificate of Incorporation, . the Declaration or these By-Laws, (iii) or any other' matter which properly .comes.before a meeting of,the membership of the 'AssociatiQn. Each proxy shall., be in writing,' signed by the individual Owners ..(r in the case of joint owners by anyone of them), or by his or 'their duly authorized .representative(s) and delivered to. the Secretary of the Association, or such other person.as the President may designate, at least -24 hours prior to the. commencement' of the. meeting at: which ballots are to be cast. Proxies may be revoked at any time prior to: the opening of the polls, and no proxy shall be voted on after eleven (11) months from its date unless the proxy provides for ,.a longer, period, , ngt to exceed three (3) yeais 'from 'the date Of execution.' All proxies 'shall 'be substantially in the form prescribed'.' by the Board of : Trustees;' :and 'if' not', in ,uch..form, shall be deemed 'invalid, which': '. determination shall be made in the sole and absolute discretion of the Board of ' Trustees'. 8. 573609.04 3.11: Judges. If at any meeting of the Owners a vote by ballot shall be taken the chairperson of such meeting shall appoint two (2) persons to act as Judges with respect to the ballots Each Judge so appointed shall first subscribe an oath to execute faithfully the duties of a' Judge with strict impartiality and according to the best of his ability. Such Judges shall decide upon the qualifications of voters, shall report the number of votes represented at the meeting and entitled to vote on such question shall conduct and accept the votes, and when the voting is completed shall ascertain and report the . number of 'votes 'respectively for and against 'the questions, but, as to the election of Trustees, the number of votes received by each candidate need not be reported. ' Reports of Judges shall be in writing and subscribed and deliveredby,'them to the Secretary of the meeting. The Judges need not be Members of the Association, and anyofficer or 'Trustee of the Association may be a Judge on any question other than a vote for or against his election to any position with the Association or any other question in which' he may be. directly interested. 3.12. Order of Business. The order of business at the annual meeting of the Owners or at any special meetings insofar as practicable shall be: • '(a) Calling of the roll and certifying the proxies. (b). Proof of notice of meeting and waiver of notice.,' Reading and disposal of any unapproved minutes. (c) ' (d) Appointirent of Judges of 'Election, if appropriate. (e) • Election of Trustees, if appropriate. (f) Receiving reports of officers (g) Receiving reports of committees (h) Old business (i)' New business. (j) Adjournment. ' •' 9 573609.04 • • ARTICLE IV' BOARD OF TRUSTEES • 4.01. QualificatiOns. The following criteria shall bequalifica- tions for nomination appointment or election to a Trusteeship (a) Member in Good Standing Membership in good standing • S and: ownership 'of a Home shall be a qualification, for nomination appointment election or service as a Trustee and for continued service on the Board excluding any Trustee representing the Developer.. (b) Representation Partnerships corporations limited liability companies or fiduciaries holding memberships in good standing may designate individuals to be eligible for nomination appointment or election as Trustees in accordance with the following qualifications (i) Partnership designees shall b6'.members, employees or agents of the partnership, (ii) Corporate designees shall be officers stock- holders, employees or agents of,the .corporaton; (iii)Limited liability company designees shall be members or managers of the limited liability company and (iv) Fiduciary designees shall be fiduciaries, officers or employees of the fiduciary. Co-Owners holding 'a membership in good standing may designate any one of them but only one of them to be eligible for nomination appointment or election as a Trustee; however,, in the case of. any disagreement, the express consent of a majority of such Co-Owners shall be required for any one of them to be eligible • . Disqualification of Trustees. •' Any Trustee whose • • (c) membership in the Association is not in good standing • • • for thirty (30) 'consecutive 'days shall automatically . '. 10' ' • ' '' . 573609.04 be disqualified as a Director upon expiration.of said thirty (3 0) day period and a replacement shall be • . . appointed by the Board of. Trustees within thirty (30) days thereafter to serve the remainder of the term as contemplated by Section 4.06 hereof. Despite the aforesaid, any Trustee who conveys, title to his Home and no longer holds title to any other Home is automatically disqualified as a Trustee effective on the date of said conveyance. .. . . . 4.02. Number. The Board of Trustees shall initially consist of three (3) Trustees (Trustees A", "B". and "C"). :Upon the initial conveyance of 'one hundred' (100) 'Homes (i.e. 25% of the total number of proposed Homes), expanded to five (5) 'Trustees, designated Trustees "A", the Board-shall. be and 4.03. Transition' Elections.. Within thirty (30) days after the the Developer of one hundred (100) Homes (i.e. 25% of initial conveyances.-by, the total number of proposed 1-omeà)'1 the President shall' call a specil. meeting of the Membership of the Association for: the 'purpose. of holding the first electiOn of Owners to the Board of'Trustees ("Transition Election")'. At this special meeting, Owners 'other' than Developer shall be entitled to vote for and elect Trustees A and B from among such Owners in accordance with the provisions of Article III' of these By-Laws, and the Developer 'shall be entitled'to'appoint Trustees C, D and E. 'Within thirty '('30) 'days after the initial conveyance by the Developer of two hundred ninety-eight (298) Homes (i.e. 75% of the, total . number of.proposed'Homes),' the President shall again' call a special 'meeting of the' Membership of the Association for the purpose of holding a Second Transition Election... At this special meeting, OWners other than the Developer shall be entitled to vote for and elect, Trustees C and D from among such Owners in accordance with the provisions of. Article , III of these By-Laws and the Developer 'shall be entitled to appoint Trustee E. for so long as any : Home 'ordinary course of its business. remains unsold in' the 11' 573609.04 Within thirty (30) days after' all Hones have, been initially conveyed the President shall..again call a special meeting for the third entitled. Transition Election at which Owners, other than the Developer shall.be to vote for and elect Trustee E from among such Owners in accordance with the provisions of Article III hereof provided that the Developer shall be entitled in its discretion to relinquish Trusteeship E at the time of the second Transition Election or any time thereafter prior to the conveyance of the last Home In spite of the foregoing, if ten (lO.):yeárs after the conveyance of the first Home, Owners other than the Developer still. on, less.. than 298 . Homes, . . 'Owners. other than the Developer may, elect Trustees: sufficient to assume control of the Board provided. that the Owners other than the Developer agree by majority vote to assume such control as provided by N J A C 5:2.6- 8.4(d). . . . . ., . . •, : ' . . . . . S . Further, only Owners who are Members in Good Standing shall be eligible to be nominated, elected or to serve on the Board of Trustees except that in the case of Owners which are partnerships, corporations limited liability companies or fiduciaries, including Developer, a designee shall be eligible if the Owner is a Member in Good Standing Notice of the special meetings called pursuant to this Section for the purpose of holding Transition Elections shall be given not less than twenty (20) nor more than thirty (30) days prior to the date of the meeting Regardless of: whether or not administrative control of-the Boa rd of. Trustees has been surrendered to the Owners, as improvements to theCommon. Property are completed, the Developer shall: cause same to be turned over to the Association at which time the Association shall assume responsibility for the repair and maintenance of same The satisfactory completion of such improvements shall be evidenced by a certificate signed by an independent architect or engineer selected by the Board of Trustees This 'willi in no way relieve the Developer of its warranty obligations pursuant to N J S A 46:3B-1 et seq. 12 573609 .04 Developer-appointed Trustees A and B shall 4.04.Term of Office serve until their successors have been qualified and elected at the Transition Election Trustees A and B elected at the First Transition Election shall serve terms expiring at the annual meeting of the membership held in the second calendar year following the year in which the Transition Election is held Trustees C D and E shall serve a term expiring at the annual meeting held in the calendar year following the year in which the current term of Trustees A and B expires Thereafter all Trustees shall serve for two year terms It . is the purpose and intent hereof that subsequent to the Second and Third Transition Elections whichever is applicable the terms of Trustees A and.B shall expire in alternate years to the terms of Trustees C, D and E. 4.05. Removal of Members of the Board of Trustees. At. any duly held and constituted regular or special meeting of the Owners, any one or more Trustees may be removed with or without cause by vote of the majority of the Owners present provided that the notice of the meeting expressly includes this item A successor may then and there be appointed by a majority of the remaining Owner-elected Trustees to fill the vacancy thus created. Each person so appointed shall be a Trustee for the remainder of the term of the Trustee whose term he is filling and until his successor is duly elected and qualified Any Trustee whose removal has been proposed shall be given an opportunity to be heard at the meeting The failure of any Trustee to be a Member in Good Standing for a period of thirty (30) days or more shall be grounds for removal without any vote of the Members. An Owner-elected Trustee cannot be removed, except by a majority vote of the Owners present other than . the Developer. 'In the event that all of the Trustees are removed, successors shall be elected by the Owners o.ther than the Developer in the manner set forth in Section 403 to fill the vacancies thus created. This section shall .not apply to any Trustee appointed by the Developer.' . 4.06. Vacancies. Vacancies on the Board of Trustees caused by any reason 'other than the removal of a Trustee by a vote of the Owners shall be •' filled by a vote of a majority of the remaining Trustees, including the 573609.04 13 Developer's appointees, at a special meeting of the Board of Trustees held for that purpose promptly after the occurrence of any such vacancy Each person • . so elected shall, be a Trustee: for' the. remainder of the term. of: the Trustee • whósete'±n he,is fillingand until his successor shall have been duly elected and qualified Despite the foregoing until the First Transition Election, the . Developer, shall have the right to fill all vacancies on the Board of Trustees by appointment Owner-elected vacancies on the Board of Trustees shall only be filled by 'Owners other than. the Developer, whether, same 'are . pursuant , appointed to the provisions. herein, or elected pursuant to the' provisions of Section 4.05. ARTICLE V TRANSACTION OF BUSINESS BY' THE BOARD OF TRUSTEES 5.01. Express ' and Implied Powers aid' Duties. ' The property, affairs and business of the Association. shall' be managed by the .Bard of Trustees,. which' shall have all; those powers granted to it by the'Certificate of Incorporation,, the Declaration, these By-Laws, and by law. 5.02. Developer's 'Protective Provisions. , After control of the Board of Trustees has become vested in Trustees elected by Members other,than, the Developer, and so long.. as' the Developer owns at least.. one (1) Home' and holds same for sale in the ordinary course of business the following shall apply:'',., ,,':• ' ' • ' ' ' ,, •' ' ' (a). Neither the Association 'nor its Board of Trustees' shall .take any . action that will impair or adversely affect the rights 'of.' the Developer, or' cause the Developer, to . suffer any , 'financial, ', legal or other detriment including but not limited to any direct or indirect interference with the sale of Homes, or the 'assessment:'of the Developer for capital 'improvements. (b) The Association and its Board of Trustees shall continue the sanie,level of maintenance, operation and • " ' . ' ' '' 14' 573609.04 services as provided immediately prior to the assumption of control of' the 'Association and the Board • of Trustees byMembers other than'the'Developer. •' S (c) In furtherance of the foregoing provisions,' the Developer shall have the right to veto any and all actions of the , Association or the' Board of Trustees which may have any direct or indirect detrimental • impact upon the DeVeloper as may be determined in the S • sole'discretion of the Developer. S (d) The Developer shall exercise its veto right, in its sole and absolute discretion, within ten' (10) days after its receipt of notice that aresolution or other' action is 'proposed or within ninety (90) '. days' of receiving notice that a,resolution or other, action has been taken by the Association or its Board' 'of Trustees In such event the Developer shall notify the Secretary of the Association of its exercise of its veto right and any such proposal or action shall ' be deemed null and void ab initio and of no further force and effect'.' ' S •,, ' The aforementioned protective provisions shall be construed' in accordance with and not in derogation of N.JA.0 5:26-8.4of'the regulations 'Real. Estate Development Full promulgated pursuant to the New Jersey Planned Disclosure Act, N.J.S.A. 45:22A-1 'et seq., and same shall not be amended without the express written consent of the Developer. 5.03. Meeting of the Board; Notices; Waiver of Notice. The first meeting of the 'Board shall be held within, ten (10) days after the first annual meeting of the 'Owners and at such time: and place as shall be fixed' by a majority of the. Board. 'No notice shall be'necessary. Thereafter, regular meetings of the Board may be held ,at such time and place as shall be determined from time to time by a majority of' the Board, but',at, least two ,(2) meetings shall be held each year. Notice of regular meetings of the Board 15 573609.04 Trustee by telephone, mail, or telegram at least three shall be given to. each. (3) days prior to the day of the meeting Special meetings of the Board may be called by the President on three (3) days notice to each Trustee given by telephone, mail or telegram, which notice shall state the time, place and purpose of the meeting Special meetings of the Board shall be called by the President or the Secretary in like manner and on like notice on the written request of at least two (2) Trustees.' Trustee may waive notice of any meeting of the Board in writing at any time and such waiver shall be deemed equivalent...to the giving of notice Actual attendance by a Trustee at any meeting. of-the Board shall constitute 'a waiver of notice by him of the time and place thereof. If all . the Trustees are present at any meeting. of the Board, no notice shall be required and any business may be transacted at such meeting Meetings of the Board of Trustees shall be conducted in accordance with N J S A 45 22A-46 and N J A C 5:20-1.1 and Section 5 08 herein 5.04. quorum and Ad-journed Meetings At all meetings of the Board of Trustees a majority of the Trustees shall constitute a quorum for the transaction of business and the votes of a majority of the Trustees present and voting at : a meeting at which .a quorum is present shall constitute a valid decision. If at any meeting of the Board, there shall be less than a quorum present, the Trustee present shall adjourn the meeting to 'a new date., At any such adjourned meeting at •which aqubrum is present, any business which may have been transacted at the original meeting may be transacted without further notice The vote of a majority of those present at a Board meeting at which a quorum is present shall be necessary for valid action by the Board on any matter. 5.05. Joinder in Meetings by Approval of Minutes Subject to the provisions of N J S A 45:,22A-46 and N J A C 5:20.-.1.1, the transaction of any business at any meeting of the Board, however called and noticed or wherever held, shall be as valid as if transacted at a meeting duly held after regular call and notice if (i) a quorum is:, present, and (ii) either before or after the meeting,.each Trustee signs a.-written'-waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof or of the 573609.04 16. All such waivers consents or resolution or act adopted at such meeting approvals shall be in writing and filed with the-Secretary-and made a part of the minutes of the meeting even though filed subsequent thereto. . 5.06. Non-Waiver. All the rights, duties and privileges, of the: Board shall be deemed to be continuing and shall not , be exhausted by any single act or series of acts. To the same extent, the failure to' use or employ any remedy or right hereunder or, hereafter granted shall not preclude its exercise in the future nor shall any custom bind the Board. 5.07. 'Consent in Lieu 'of' Meeting and Vote. Subject to the provisions, of N.J.S.A. 45:22A-46 andN.JA.C. 5:20-l.i, despite .anything to the contrary in these By-Laws, the Certificate of Incorporation or the Declaration, the entire Board of'Trustees shall have the power to take action on any matter on which it''is authorized to act, ..without the necessity. of a formal meeting and vote if 'the entire Board, or all the Trustees 'empowered to act, whichever the case may be, shall consent in writing to such action. 5.08. Meetings Open to Owners; Notice. All Meetings of the Board of 'Trustees, except conferences or working sessions at which no bindingvotes are to be taken, shall" be open to attendance by all Owners, subject to those exceptions set forth' inN.J.S.A. 45:22A-46and N.JA'.C.5:20-l.'l, as now or hereafter amended The Board of Trustees may exclude or restrict attendance at those meeting's, or portions of meetings, at which any of the following matters are to be discussed: 1) any ma€tér the disclosure of which would constitute 'an unwarranted invasion of individual privacy; 2) any pending or anticipated litigation or contract negotiations 3) any matters falling within the attorney-client privilege, to the extent, that confidentiality is required in order for the attorney to exercise his ethical duties as a lawyer; Or .4) any matter involving the employment,, promotion, discipline or dismissal of a specific officer or employee of the Association. , 'Adequate written notice of the time, place and 'the agenda, to the extent - known,, of all such open meetings shall be 'given by the ,Board of Trustees' to all Owners at least forty-eight (48)hours' in advance of such meeting in the' manner required by N.J.'A.C. 5:20- 1.2(b). Moreover, the Board of Trustees shall also 'within seven (7) days 17 573609.04 ' " following the Annual Meeting of the Association post, mail to newspapers and file with the administrator of the business office 'of. the : Association a schedule' of the regular meetings of , the Board of Trustees to be held in the succeeding 'year, as prescribed by N.J.A.C. 5:20-1.2(c) and make. appropriate. revisions thereto, alias required by N.J.A.C. 5:20-1.2(c)i. : . ARTICLE Vi. ' POWERS AND DUTIES OF BOARD OF TRUSTEES 6.01. General Powers and Privileges. , Subject tothe Declaration, the Association may do all that it is legally entitled to' do under' the laws. applicable to its forin' of, organization;: , The Association shall discharge its powers in a,rnariner that protects and furthers' the health,' safety,andgeneral. welfare of the residents of the Community.: The Association 'shall' provide a fair and efficient procedure for the resolution of disputes between individual Owners and the Association, and 'between different Owners, ; that shall' be readily available as an alternativ,e to' litigation. The Board of Trustees, -shall "have these ' 'powers,' which include but which are not necessarily limited to the following, together with such other powers as may be provided ,herein or in the 'Declaration, or By-Laws, or which may be necessarily implied. (a) 'To employ; by contract ,or. otherwise, ',a manager, managing, agent or an independent contractor, to oversee, supervise and carry out ;the 'responsibilities . of the Board. ' ,'Such manager,' or independent. contracor shall be compensated upon such terms as Board :the deems necessary and proper;' and (b) . To employ any person, firm-or corporation'. to repair, . maintain or renovate the Property; to lay' pipes or culverts, to bury utilities, to put up lights or poles; to erec't, signs and traffic and aféty controls ' of various sorts on the Property and 18 573609.04 ' ' To employ professional counsel and to, obtain advice (c) from persons, firms or 'corporations such as, but not .to, ' . landscape architects, architects, limited 'and accountants; and engineers, lawyers (d) Toeraploy or contract for water. and sewer, electricity and gas or other forms of utilities, cable or-master antenna television; '.and. .. To adopt amend, and publish rules and regulations e) covering the details of the operation and use of the Property and (f) To 'employ 'all' managerial personnel necessary, or enter into a managerial contract for the efficient discharge • of the duties of the Board of.Trustees hereunder; and (g). To arrange for security protection as necessary; and • . (h) . To enforce obligations of the Owners and do anything and everything else necessary and proper for the sound management of the Property, including the right to bring or defend lawsuit to enforce the terms, conditions ' and restrictions contained in the Declaration; these By-Laws, or any Rules and Regulations; and (i) To borrow and repay, monies giving notes, mortgages or • . other security upon such term or terms as it deems S , necessary; and (j) To invest' and reinvest monies, sue and be sued, collect interest,, dividends, and capital gains; exercise rights; pay taxes;, make and enter into contracts; enter into leases. or concessions; make and execute any and all proper affidavits for various 'purposes; compromise any action without 'leave of court;., and all other powers 'contained herein, and 'those necessary and., incidental thereto; and 19 573609.04 ' To transfer, grant or obtain easements, licenses and (k) other property rights with respect to the Property in • a. manner not 'inconsistent, with the, rights of Owners; and To purchase or lease or otherwise acquire. in the name of the Association or its: designees, corporate or otherwise, on behalf of all Owners, Homes offered for sale .or lease or. surrendered by their Owners to the • Board provided that the ..foregoing . shall not be • 0 construed to constitute a right of first refusal; 'and (m) To purchase Homes within the' Community at foreclosure or other judicial sales in the name of the Association . or its designees, corporate or otherwise, on behalf of • all Owners; and (n) To, sell, lease, . mortgage (but not." vote the votes. appurtenant . thereto) or otherwise deal with Homes' acquired by the 'Association, and sublease any' such Homes leased, by the Association or its designees,. on . behalf of 'all' Owners; 'and • " To'bring and, defend, actions by or against more than (0) one Owner which are" pertinént to. the operation of the . Community, the health, safety or general welfare of .'. . the Owners, 'or.any other legal action to which the,. • ' :'.: Owners may consent in accordance with these' By-Laws; and • . ' .: ' . ' ' '(p) To appOint' '.n lilsurance Trustee, who, shall not be a. • Member of the Association, an. employee of the Developer, or the manager, who shall discharge his duties in .accordanc.é with these ''By-Laws.' In the absence of such an appointment; the' Board of Trustees . shall be responsible for . the disposition of all • insurance proceds; and 20 ' 573609.04 To create, appoint members to and disband such, • (g) committees as shall from time to time be deemed appropriate or necessary to aid the Board of Trustees, 'in the discharge of its duties, functions and powers; and '(r) . To establish an Architectural' Control Committee as heréinàfter provided in Article X. 6.0,2. Duties and Responsibilities.' ' It shall be the affirmative and perpetual obligation iand duty of the Board of Trustees to perform the following: (a) To cause the Common Property to be maintained according to accepted standards and as set forth. in the Declaration. All repairs and replacements shall be 'substantially similar' to the original application. and installation and shall be of first class quality; and ' (b) To investigate, hire, pay, supervise and discharge' the personnel necessary to be employed, and provide the 'equipment and materials necessary, to properly and maintain operate ' the Common Property. Compensation for the services of such employees (as evidenced by certified payroll)' shall be considered'an operating expense of the Association; and (c) To cause to be kept a complete record of all its acts and' corporate affairs and to present a summary report thereof to the Members at the annual meeting' or'at.any special meeting when requested in writing at least twenty-one (21) days'. in advance by.Mernbers entitled to • cast at least twenty-five' (25%) percent of the total', ' votes of the Association; and • , ' (d) To allocate common surplus or make repairs, additions, improvements to, or restoration of the Common Property 21 573609.04 ' • . in accordance with the provisions of these By-Laws and • S . the Declaration after damage or destruction by any casualty, or as a result of condemnation or eminent domain proceedings and • To take such action as.. may be necessary to comply (e) promptly with any and all orders or requirements affecting the premises maintained by the Association placed thereon by any federal state county or municipal authority having jurisdiction thereover, and order of the Board of Fire Underwriters . or other similar bodies; and •..• . . . To manage the fiscal affairs of the Association as (f) • . . Provided in ArticleV.II; . . .. • . (g). ..To-cause :the Community to continue to qualify as 55 or Over Housing under the 'housing for older persons exemption of the Fair Housing Amendments Act of 1988 and the Housing for Older Persons Act of 1995, by the publication . and adherence to the. policies . and procedures that demonstrate said intent including but not limited to the manner in which the Community is described (i) to . prospective . Permitted Residents; . the • . . advertising. designed to attract prospective Permitted Residents, the lease provisions, the Rules and Regulations, the Deed and the terms of • • . . the Declaration of Covenants and Restrictions, including all restrictions the maintenance and consistent application of relevant procedures actual practices of the Community, and the public posting on the Common Property of statements describing the Community as housing fOr persons. 55 years. of age or. older.;; • •: • 1. . .22 • .. 573609.04 . .. . . . . . .,. . . . . the enforcement of age restrictions contained in (11) • . ' S S .... Article IV'df the Declaration; (iii) the Association must produce verification of compliance with the Act through reliable surveys • and affidavits; the Association must develop. procedures for routinely determining the occupancy of each Home, including the • . identification of Homes occupied by persons 55 years of age or older,, which ,procedures must take place at least once every two years, which • include appropriate shall documentation, including but not limited to,, driver's license,. • . "birth ', certificate, certification or other document' signed by a Permitted . Resident asserting that at least one Permitted Resident of the Home is 55 years of age or older, except to the extent that particular persons have previously provided age verification, copies of which are. 'still.available in the records of the Association. '. S (h) To place and keep in force. all insurance coverages. required to: ' be maintained by'. the Association, applicable to its property, and Members including, but not limited to: . . . (1) Physical . Damage Insurance.. , To the extent available in the normal commercial marketplace,. . • ' .broad : form insurance against loss by fire and, against loss by lightning, windstorm., and other risks normally included within all risk extended coverage including vandalism and malicious mischief, insuring all Common. Property: and supplies belonging to the Association; and' 573609.04 • covering, the interest of the Association, the. , all Owners and any. Board, the Developer • ' . . Mortgage. Holder' 'who has requested the Association in writing to be named as loss payee, as their respective interests may appear, • ' : in an amount equal to the full replacement value of the Common Property (exclusive of foundations and. footings) The amount of any deductible and the responsibility for payment of same shall be determined by the Board in its sole discretion (ii) Public Liability Insurance To the extent available in the normal commercial marketplace, public liability insurance for personal injury and death..from accidents occurring within the Community (and any other areas which the Board of Trustees may deem advisable) and the defense of any actions brought by injury or death of a person or damage' to . property occurring .within the Community and not arising by reason of any act or negligence of any individual Owner..Such insurance shall be in such limits as the Board of Trustees may, from time to time determine, covering each Trustee, officer, the managing agent the manager,.and each Member, and also covering cross liability claims of one insured against another. Until the first meeting of the Board • of, Trustees following the ' first • annual meeting, such public liability insurance shall be in a single limit of $1 000 000 00 covering all claims for personal injury or property damage arising out of any one occurrence The 24' 573609.04 ' • V ' ' ' ' ' ' ' Board of Trustees shall review such limits once • . a year.' •, " ' •. ' . ,..• • (iii) Tfustees and Officers Liability Insurance. To the extent available in the normal commercial marketplace, . liability insurance indemnifying and defending the Trustees and Officers of the Association for their own 'negligence, against' the liability for errors and omissions occurring in connection with the performance of their duties, in an amount of at least $1,000, 000 00, with any 'deductible: amount to 'be In the sole, discretion''of the Board of Trustees. Workers Insurance. (iv) Compensation Workers compensation and New Jersey disability benefits insurance as required bylaw. Other Insurance. (v) Such other' insurance as the Board of Trustees may determine. ' All policies shall: (i) provide' that adjustment of 'loss shall be' made by the Board of Trustees, (ii) to the extent obtainable contain agreed amount and inflation guard endorsements, construction code endorsement, contingent liability from operation of building laws endorsement demolition cost endorsement; and 'increased' cost of construction' endorsement; (iii) • ' require that, the proceeds of physical damage insurance be applied' to the' restoration of such Property and structural portions and service machinery as required by the Declaration and these By-Laws, (iv) provide that the insurance will not be prejudiced by any act or omission of individual Members that are not under the control of the Association (v) provide that the policy will be primary, even if insurance covering the same loss is held by any Member(s) (vi) to the extent obtainable contain waivers of subrogation and waivers of any defense based on co-insurance or of invalidity arising from any acts of the insured and (vii) provide that such policies may not be cancelled without 25 573609.04, • at least thirty• (30) days prior written notice to all of the named insureds, including all Owners and Eligible Mortgage Holders All policies shall show the named insured s: 'The Village .Grande l at English Mill Homeowners Association Inc and must require the insurer to notify, an writing the Association and each Eligible Mortgage Holder or other entity named in the mortgagee clause at least thirty (3 0) days before it terminates or substantially changes the Association s coverage The Board of Trustees may determine, in its sole discretion, the amount of any deductible and the responsibility for payment of same as to any policy of insurance maintained under this subsection. Despite any; other provisions of this subsection the Association shall not be required to provide any type or amount of insurance not commonly available in the normal commercial, marketplace. •• S The premiums for any and all insurance coverage maintained by the Association shall be a Common Expense of the Association In addition to the insurance required to be provided by Section 11.09 of the Declaration Owners shall not be prohibited from carrying other insurance for their own benefit provided that all such policies shall contain waivers of subrogation and, further provided that the liability of the carriers issuing insurance obtained by the Board of Trustees shall not be affected or diminished by reason of any, such additional insurance carried by any Owner. ARTICLE VII FISCAL MANAGEMENT 7.01. Budget Common Expense Assessments The Board of Trustees shall prepare an annual Common Expense budget which reflects the anticipated operating expenditures and repair and replacement reserve accumulation requirements for the next ensuing fiscal year of the Association Common Expenses shall include but are not limited to, the estimated costs for the operation, repair and maintenance of the Common Property, the estimated costs for the operation of the • Association, and any reserves for deferred maintenance, replacement, or capital impovements.of the, Property. • The Board oil 573609.04 of Trustees shall have the duty to collect from each Owner, his heirs, administrators successors and assigns as 'Common Expense Assessments, ". the proportionate part, of the Common Expenses assessed against such Owner as provided in the Declaration, the Certificate of Incorpo-atior, these By-Laws, and in accordance with applicable law. 7.02.. Determination of Common Expenses. The amount of monies for Common Expenses deemed necessary by the Board of Trustees and the manner of expenditure thereof, including but not limited to the allocation thereof, shall be.a matter for the sole discretion of the Board of Tiustèes. 7.03. Disbursements The Board of Trustees shall take and hold the funds as collected and shall disburse-the same for'thepurposes and in the 'manner set forth herein and as required by the Declaration, Certificate of Incorporation, and applicable law. 7.04. Depositories. The depository of the Association shall be such a'bank or banks as shall be designated froth tima to time by the Board of Trustees and in which the monies of the Association' shall 'be deposited. Withdrawal' of monies from such accounts shall be only by checks signed, by such parties' ,as are authorized by the'Bo'ard of Trustees, provided that a management agreement may include; among its provisions authority for the manager to sign' checks on behalf of the Association for payment of the obligations 'of the Association, if the proper fidelity bond is furnished: to the Association. 7.05. Accounts The receipts and expenditures of the Association shall 'be Common 'Expense, Assessments and Common Expenses respectively,, and shall be credited and charged to accounts under the following classifications as the Board of Trustees shall deem appropriate all of which expenditures shall' be. Common Expenses: (a) ' Current' expenses, which shall include expenditures within the year for which the budget is made .including reasonable 'allowances for contingencies and working funds Current expenses shall not include expenditures chargeable to reserves At the end of each,' year, ' the unexpended amount remaining, in this 27 573609.04 account shall be applied to reduce the assessments for succeeding year or, may be for the current expenses the membership in same current to the distributed • shall Board of Trustees as :the as. assessed, :manner determine (b) Res ere. for deferred maintenance, which shall include :.funds for maintenance items that occur less frequently • than annually. (c) Reserve. for. replacement, Which shall include funds for 'and those repair-or replacement of the Common Property improvements the Common. . portions the located. on • .. . . of : Association is . obligated which. the to. Property which is required because of maintain or repair The amounts in damage depreciation or. obsolescence each of this shall be:. allocated among the account • . . replacement items, separate. categories of which • . . . the sole. and . amounts and items shall be determined in absolute .discretioxi of the Board of Trustees which may, to the end that a determination may be.. be made not to replace any given item upon the expiThtion • . of its useful life. • . . . .. . . .. (d) Reserves for capital improvements which shall include the funds to be used for capital expenditures or for acquisition of additional personal property that will , be part of the Common Property • ..,Operations, which shall include all funds from the use. (e) of the Common Property or from any other sources. direct Only the additional expense required by any • . ... • revenue producing operation ill be charged. to this account, surplus from and any any . operation . or otherwise shall be used to reduce the assessrnent for .. current ; expenses for the succeeding year, or at the • 28 . . . . .. 573609.04 . . . .. . . . . . . . . . discretion of the Board of Trustees, distributed to the current membership in the same manner as assessed Losses from operations or otherwise shall be met by special assessments against Owners which assessments • may be made in advance in order to provide a working fund.. . . . (f) Working capital, including those nonrefundable and nontransferable initiation fees imposed upon each • Owner upon acquisition of title to a Home pursuant to • ,. ' Section 2.07, 'which may be used by the Board of Trustees in its reasonable discretion to meet unanticipated or other expenses of the Association (but not in order to reduce the annual Common Expense assessment) (g) Bulk real estate tax reserve which shall be those funds collected by the Association as Miscellaneous Assessments to enable the Association to pay to the Township of Egg Harbor those amounts estimated or assessed and billed as real estate taxes against the, Commoh Property as a whole until such time. as the Township of Egg. Harbor assesses and bills all real estate taxes on a per unit basis. . . The Board of Trustees shall not be required, to physically segregate the funds held in the above accounts except for' reserves for replacement and repair, which funds must be maintained in separate accounts The Board of Trustees may, in its sole discretion maintain the remaining funds in one or more consolidated accounts As to each consolidated account the division into the various accounts set forth above need be made only on the Association's records. 7.06. Reserves.' ' The Board of Trustees' 'shall not be 'obligated to spend all of the revenues collected in any accounting period and must maintain reasonable ' reserves ' for, ' among other things', repairs, replacements, 29 573609.04 emergencies, contingencies for bad weather or uncollected' accounts. Despite. anything herein to the contrary, the Board of Trustees in its determination of the Common Expenses and the preparation of a budget shall specifically designate and identify that portion of the Common Expenses which is to be assessed against the Owners as a capital contribution and is allocable to reserves for each separate item of capital improvement of and to the Common Property. The amounts assessed and collected for the reserves shall be,kept in one or more interest-bearing savings accounts or certificates of deposit and shall not be utilized for any purpose other, than that which was contemplated at the time of the assessment The foregoing shall not be construed to mean that the Board of Trustees shall not be permitted to keep additional cash on hand in a checking or petty cash account, for the necessary discharge of.its functions. 7.07. Notice; Emergencies. The 'Board of Trustees shall give 'written, notice to each Owner and Eligible Mortgage Holder of the amount estimated by the Board of Trustees for Common Expenses for the management and operation of the-Association-for the next ensuing budget period directed to the Owner at his last known address by ordinary mail or by hand delivery. The' notice shall be conclusively presumed to have been delivered five (5) days after deposit in the United States mails After the Developer turns over control of the Board of Trustees to the Owners if an Annual Common Expense Assessment is not made as required an assessment shall be presumed to have been made in the amount of the last prior year s assessment, and monthly installments on such assessment.,shall be due upon each installment payment date until changed by an amended assessment In the event the Annual Common Expense Assessment proves to be insufficient the budget and Assessments may be amended at any time by the Board of Trustees provided that nothing herein shall serve to prohibit or prevent the Board of Trustees from imposing an Emergency Assessment in the case of any immediate need or..emergency that cannot be met by reserve funds allocated for such contingency. 7'.08. Acceleration of Assessment Installment Upon Default If. an Owner shall be an default for more than thirty (30) days an the payment of an 30' 573609.04 installment upon any assessment the Board of Trustees may accelerate the remaining installments of the assessment and file a lien for such accelerated amount upon notice to the delinquent Owner, and if the delinquent installment has not been theretofore paid the then unpaid balance of the assessment shall become due upon the date stated in the notice, which date shall not be less than five (5) days after delivery of the notice to the Owner or not less than ten (10) days after the mailing of such notice to him by registered or certified mail; whichever shall first occur. If no, such notice is given and default shall continue for .a period of thirty (30) days the Board of Trustees shall be required to accelerate the remaining installments of the assessment upon similar notice to the Owner and to file a lien for such accelerated assessment as permitted by law if the delinquent assessment has not been heretofore paid In the latter event the Board of Trustees may also notify. any Eligible Mortgage Holder holding a mortgage which encumbers the Home affected by such default or publish appropriate notice of such delinquency to the membership of the Association If any default continues for a period of ninety (90) days the Board of Trustees shall foreclose the foregoing lien pursuant to law or commence a suit against the appropriate parties to collect the assessment or both. , 7.09. Interest: and Counsel Fees. The Board of Trustees at its ' option shall have the right in connection with the collection of any assessment or other charge to impose a late fee of any reasonable amount or interest at the legal maximum rate permitted by law for the payment of delinquent real estate taxes or both, if payment is made after a date certain stated in such notice In the event that the Board of Trustees shall effectuate collection of assessments or charges by resort to counsel or the filing of a lien or both the Board of Trustees may add to those assessments or charges as counsel fees plus the reasonable costs for preparation filing and discharge of the lien, in addition to such other costs as may be allowable' by law.' ' 31 573609.04 ' 7.10. Assessment of Expenses in Actions by or against Association;. Allocation of Awards (a)... . Common Expenses.. :. In the case of any action or proceeding brought or defended by the Association or. the Board of Trustees pursuant to the provisions of the Declaration, Certificate of Incorporation, these By-Laws, or any Rule or Regulation, the reasonable costs and expenses of preparation.and litigation, including attorneys' fees, shall be a Common Expense, allocated among all Owners, other than Developer. . All Common Expense assessments received and to be received by the Board of. Trustees for the purpose of paying. any judgment obtained. against the Association or the. Board of Trustees, and the right to receive such funds, shall constitute trust funds and shall be expended f ir.st, for such purpose. before being expended in whole or in part for any other purpose... (b) ' Allocation of Awards. . . . . . . . . . Money judgments recovered by the Association in any action or proceeding brought hereunder, including costs, penalties or damages shall be deemed a special fund to be applied to (1) the payment of unpaid litigation expenses; (2) refunding to the Owners the cost and expenses of litigation advanced by them; (3) Common Expenses, if the recovery thereof was. the, purpose of the litigation; (4) repair or recons.tructiori of. the Property if recovery, of ' damages to .. same was . the motivation for the litigation; and. (5) any, amount not .applied to (1):, (2), (3.) and (4). above shall b. at the . '. • . , dIscretion of the. Board of Trustees '. -treated either as (i) a common surplus which shall be allocated and distributed pursuant to the provisions of Section 6.18 of the Declaration or (ii) a' set off against the Common . - Expense assessments. Despite the foregoing, if a owner (s) the 32 573609.04 . . •' , Board of Trustees or any other person or legal entity affected by any,,such distribution shall assert that the damages sustained or the diminution in value suffered by a Owner(s) was disproportionate to his or their percentage of common interest the matter shall be submitted to binding arbitration in accordance with the procedures set forth in Article XV hereof. Recovery by Owner (c) In the event that an Owner(s) obtains a judgment or order against the Association or the Board of Trustees, he shall • also be entitled to the restitution or recovery of any sums paid to the Board of Trustees as Common Expense assessments • for litigation expenses in relatiOn to said action or proceeding in : addition to any other 'sums 'to which said • Owner(s) would otherwise be 'entitled by such judgment or order. ' 7.11. Power of Attorney to Holder of a Permitted Mortgage In the event the Board of Trustees shall not cause the enforcement procedures provided in Sections• 7.08 and 7.09 above to be implemented within the time provided, any holder of 'a Permitted Mortgage for any Home as to which there shall be such unpaid Common'Expense assessments is hereby irrevocably granted'' a power of attorney to commence such actions and to invoke 'such 'other, remedies all in the name of the Association This power of attorney is expressly stipulated to be coupled with an interest in the subject -matter. 7.12. Annual Audit.. The Board of Trustees shall submit the books; records and memoranda of the Association to an annual audit by an independent, certified public accountant who shall audit same and render a report thereon in writing to the' Edard, of Trustees and in summary 'form 'to the Owners and such Eligible Mortgage Holders or other persons firms or corporations as may be entitled' to same. • While' the Developer maintains a majority of the Board of Trustees, it shall have an annual audit of Association funds prepared by an independent public accountant a copy of ' 33 ' • 573609.04 which shall be delivered to each Owner. and Eligible Mortgage Holder upon the submission of a written request for s, ame by said Eligible Mortgage Holder within. ninet' , (90)' days of the' expiration .of, the fiscal year of the Association The audit shall cover the operating budget and reserve accounts 7.13. Examination of Books. Each Owner shall - he permitted to examine the books of account of the Board' of Trustees by appointment in the offices of the Association or such other place as may be designated therefor by the Board of Trustees at a reasonable time on business days, provided however, that the Treasurer has been given at least ten (10) days prior written notice of 'the Owner'sdesire to make such an examination.. 7.14. Fidelity Bonds The Board of Trustees shall require fidelity bonds from all persons handling or responsible for Association funds The amount.' of such bonds shall be in. the', amount of the maximum 'funds that will be in the custody of the Association at any one time,.but in no event less than the sum of three (3) months assessments of all Homes. This amount , shall. determined by the Board of Trustees. be While the Developer maintains a majority of representation on the Board, of Trustees, it. shall post, 'at the Association's expense, a fidelity bond or other guaranty acceptable to the New Jersey Department of Community Affairs in an amount equal to the annual budget For the second and succeeding years in which the Developer maintains a majority of representation on the Association's Board of Trustees, the amount of the..bond or other guaranty shall also include accumulated reserves The premiums on such bonds shall be paid by the Association ARTICLE VIII OFFICERS The principal officers of the Association 8.01. Designation shall be a President, a Vice-President, both of whom shall be members of the Board of Trustees a Secretary and a Treasurer. The Board of Trustees may also appoint such other Assistant Treasurers and Assistant Secretaries as in its judgment may be necessary. Pny two (2) offices, except that of President and Vice-President may be held by one person 34 573609.04 8.02. Election of Officers. The officers of the Association shall be elected annually by the Board of Trustees at its first meeting following each annual meeting and such officers shall hold office at the pleasure of the Board of Trustees 8.03. Removal of Officers Upon an affirmative vote of a majority of the full number of 'Trustees, any officer may be removed, either.with or without cause, after opportunity for a hearing, and his successor elected at any regular meeting of the Board of Trustees, or at any, special meeting of the ' Board of Trustees called for such purpose. ' 8.04. Duties and Responsibilities of Officers (a) The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Association and of the Board of Trustees He shall have all of the general powers and duties which are usually vested in the office of President of' an Association. (b) The Vice-President shall take 'the place of, the President ' and perform ' his duties whenever the President. shall be absent or unable to If act. neither the President nor the Vice-President is able to act, the Board of Trustees shall appoint some other Trustee to so do on an interim basis The Vice-President also perform such other duties as shall from time to time be imposed upon him by the Board of Trustees The Secretary shall keep the minutes of all meetings (C) of the Board of Trustees and the minutes of all meetings of the Members of the Association He shall have charge of such books and papers as the Board of .Trustees may direct. The Secretary shall, in general, perform all the duties incident to the office of the Secretary. 35 ' 573609. 04 . • '. The Treasurer shall have the responsibility for the (d) custody of Association funds and securities and shall be responsible. for keeping full and accurate accounts ,•. of all receipts and disbursements in books belonging to the Association. He shall be responsible for the • deposit of all, monies and other valuable . effects in . • . . the name, and to the credit of, the Association'. in . . . such depositories as may. from time to time be : • . '. authorized by the Board of Trustees..,. 8.05. Other Duties and Powers. .'. The officers, 'shall have such other duties, powers and responsibilities as shall, from time to time, be authorized by the Board -of Trustees. . 8.06. Eligibility of Trustees. • Nothing herein contained shall prohibit.a.Trustee..from being an officer. • '.' ' ARTICLE IX :' ', .' COMPENSATION, INDEMNIFICATION AND EXCULPABILTTY OF OFFICERS, AND COMMITTEE MEMBERS 9.01. Compensation. No compensation shall be 'paid to the President or. the Vice-President' or any Trustee, or committee member for acting . 9 Secretary as such. The or Treasurer or both' may be compensated for their. services if . the . Board, of Trustees determines,: that such compensation is appropriate Nothing herein stated shall prevent any officer, Trustee or committee member from' being reimbursed for" out-of--pocket expenses or compensated, for services.' rendered in, any other': capacity to or, for the Association, provided that any such expenses incurred or services 'rendered shall have been authorized in advance by the Board of Trustees 9.02. Indemnification.. Each Trustee, offic or' committee member of the Association shall be indemnified and defended..by the Association against the actual amount of net loss including counsel fees reasonably incurred by or imposed upon' 'him in connection with any action, suit or WR 573609.04 proceeding to which he may be a party by reason of his being or having been a Trustee officer, or committee member of the Association or delegee, except as to matters for which he shall be ultimately found in such action to be liable for gross negligence or willful misconduct. That is, each Trustee, Officer or Committee Member shall be entitled to indemnification for any loss, including reasonable attorneys' fees for such ordinary negligence as may be attributable thereto In the event of a settlement of any such case, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Association is advised by counsel that the person to be indemnified had not been guilty of gross negligence or willful misconduct. S Unless acting in bad faith, neither the 9.031 Exculpability. Board of Trustees as a body nor any Trustee officer, or committee member shall be personally liable to any Owner in any respect for any action or lack of action arising out of the execution of his office Each Owner shall be bound by the good faith actions of the Board of Trustees officers and committee members of the Association, in the execution of the duties of said Trustees officers and committee members Nothing contained herein shall:* be construed to exculpate members of the Board of Trustees appointed by the Developer from discharging their fiduciary responsibilities ARTICLE X ARCHITECTURAL CONTROL COMMITTEE 10.01. Purpose. The Board of Trustees may establish an Architectural Control Committee consisting of three (3) to five (5) members appointed by the Board of Trustees each to serve for a staggered term of two years in order to assure that the Property shall always be maintained in a manner: (a) providing for architectural consistency, visual and aesthetic harmony and soundness of repair, (b) avoiding activities deleterious to the aesthetic or property values of the Community, 37 573609.04 (c) .. furthering's the comfort of the Owners, their guests, invitees and lessees, and • promoting the general welfare and safety of the '. (d) Property if The Architectural Control Committee 10.02. Powers established shall regulate the external design, appearance use and maintenance of the Common Property in accordance with standards and guidelines contained in the Declaration or these By-Laws or otherwise adopted by the Board of Trustees The Architectural Control Committee shall have the power to issue a cease and desist order to an Owner, his-guests,.invitees or lessees whose actions are inconsistent with the provisions of the Governing Documents (upon petition of any. Owner or upon its own motion) The Architectural Control Committee shallprovide interpretations of the Governing Documents requested to do so by an Owner or the Board of Trustees Any action, ruling or decision of the Architectural Control Committee may be appealed to the Board of Trustees by any party deemed by the Board of Trustees to have standing as an aggrieved party, within forty-five (4 5) days of the receipt of the written determination of the Architectural Control Committee. If said action ruling or decision is appealed to the Board of Trustees within said forty-five (45) day period the Board of Trustees may modify, reverse or confirm any such action, ruling or decision If said action, ruling or decision is not appealed to the Board of Trustees within said forty-five (45) day period the decision of the Architectural Control Committee shall be binding The decision of the Board of Trustees can only be appealed to a court of competent jurisdiction or, with the consent of the parties to an independent arbitrator for binding arbitration subject to the right of mediation in Section .12 .05. hereof. • • . . . 10.03.. Authority The Architectural Control Committee shall have such additional duties, power and authority as the Board of Trustees may from time to time provide pursuant to Section 12 02 hereof The Board of Trustees may relieve the Architectural Control Committee of any of its duties powers and authority either generally.oron .a: case-by-case basis. The Architectural 38 573609.04 . . Control Committee shall carry out its duties and exercise its powers and. authority in the manner provided for in the Rules and Regulations adopted by the Board of Trustees Despite the foregoing no action may be taken by the Architectural Control Committee without giving the Owner(s) involved at least ten (10) days prior written notice and affording him the opportunity to be heard with or without counsel, with respect to the violation(s) asserted ARTICLE XI OTHER COMMITTEES 11.01. Committees The Board of Trustees may appoint other committees of the Association including but not limited to an Alternative Dispute Resolution Committee ( 'ADR Committee"), from time to time as needed Each committee shall consist of a chairman and two or more members and shall include a member of the Board of Trustees 11.-02. Subcommittees Each of the committees shall have power to appoint a subcommittee from among its members and may delegate to any such subcommittee any of its powers, duties and functions. 11 03 Duties It shall be the duty of each committee to receive complaints from Members on any matter involving Association functions duties and activities within its field of responsibility. It shall dispose of such complaints as it deems appropriate or refer them to such other committee Trustee or officers of the Association as is further concerned with the matter presented ARTICLE XII ENFORCEMENT 12.01. Enforcement The Board of Trustees shall have the power at its sole option, to enforce the terms of this instrument or any rule or regulation promulgated pursuant thereto by any or all of the following self-help sending notice to the offending party to cause certain things to be done or undone restoring the Association to its original position and charging the breaching party with the entire cost or any part thereof complaint to the duly constituted authorities or by taking any other action before any court, summary or:otherwise, as may be provided by law. 39 573609.04 • 12.02. Fines. To the extent now or hereafter permitted by the law of the State of New Jersey, the Board of Trustees shall have the power to levy fines against any Owner(s) for violation (s). of any Rule or Regulation of the Association or for any covenants or restrictions contained in the Declaration or By-Laws No fine may be levied for more than $50.00 for any one violation • Each : day a violation continues after notice shall be considered a separate • 'violation Collection of fines may be er forced against any Owner(s) involved as if the fine were a Common Expense Assessment owed by •the' particular Owner(s.) . Despite the foregoing; before the Board of Trutees, imposes any fine the Owner involved shall be given at least ten (10) days prior written notice and afforded an opportunity to be heard with respect to 'the violation(s) asserted. . . . . . . 12.03. Waiver. No restriction condition obligation or covenant • contained in these By-Laws shall be deemed to, have been abrogated or waived by reason of the failure to enforce the same irrespective of the number of violations or breaches thereof which may occur. 12.04. Cause 'of Action Against Association. ,Owners shall have" a cause,of action, to the extent permitted by the laws. of. this State, against the As,sociation for .its' failure to act in accordance with the Declaration, Certificate of Incorporation, these By-Laws, any Rules or, Regulations: governing the-Community or any formal decisions of the Association., • ' 12.05.' Alternative Dispute Resolution Procedure.. • ', ' Authority. a. In addition to' the mediation authority granted , to it herein, the ADR Committee, if created, shall' have such additional duties,' power and authority as the Board of Trustees may from time, • to time 'provide' by resolution. • This 'shall include the' right 'to resolve disputes arising, under and to' enforce the provisions, of .the Governing Documents including the right to (i) impose temporary cease and desist orders and (ii) levy fines pursuant to Section 12.02 hereof to the extent-permitted,.. by law. The ADR Committee shall carry out its duties and exercise its powers and authority ,in the manner provided for in the Rules and Regulations' or by: Resolution of the Board of TriListèes. Despite the foregoing, no action may be • ' ' . 40 573609.04 taken by the ADR Committee without giving the Owner(s) involved at least ten (10) days prior written notice and affording the Owner an opportunity to be heard with or without counsel with respect to the violation(s) asserted Further, any Owner who is aggrieved by any decision of the ADR Committee shall have the right to appeal such decision to a court of competent jurisdiction Any dispute between or among Owners or with the Association, other than collection matters, must first be submitted to the APR Committee for mediation or non-binding arbitration before any litigation is commenced with respect to the dispute in question all as contemplated by N J S 45 22A-44(c) and Section 12.02 hereof. If there is not an appeal to a court of competent jurisdiction within forty-five (45) days of the decision by the ADR Committee, the decision of the APR Committee shall be binding on all parties and shall have the full force and effect allowed under the laws of the State of New Jersey b Mediation Alternative Prior to the commencement of any non-binding arbitration hearing by the APR Committee pursuant to Section 12.01, any party to the dispute, or the Committee on its own motion, may request mediation of the dispute by an impartial mediator appointed by the Committee in order to attempt 'to settle the dispute in good' faith. Such mediator may be a member of the APR Committee its counsel or any other qualified mediator. Any such mediation shall be concluded within fifteen (15) days after such request,.unless extended by the mediator for good cause In the event that no settlement is reached within said fifteen (15) day period all relevant time periods in the hearing process shall be extended for fifteen (15) days plus any extension period 12.06..Compliance By Members Each Member shall comply with and shall assume ownership or occupancy subject to the laws rules and regulations of those governmental authorities having jurisdiction over the Corniriunity and the provisions of the Declaration the Certificate of Incorporation and By- Laws of the Association Rules and Regulations or any ether documents amendments or supplements to the foregoing Failure. -to comply with any of the foregoing shall be grounds for commencement of action for the recovery of 41 573609.04 damages, or for injunctive relief,, or both, by the Developer, the Association, or any Member; in anycourt. or. administrative tribunal having 'jurisdiótion, .. against any person or persons, firm or corporation violating or attempting to violate or circumvent any of the. aforesaid, and against any Member, to enforce any lien 'created by the Declaration or any covenant contained : therein. Failure by the Developer, the Association, or aiy. Member to enforce any covenant therein contained for any period of time shall in no event be deemed a waiver or estoppel of the right to thereafter enforce same. The Association shall not be 12.07. Civil Action for Damages. liable' in any' civil action, brought by or on behal• .of a Owner to respond in. damages as a result of 'bodily injury to the Owner occurring on the premises' of the Asociation except as a result of its willful, wanton or.grossly negligent' act of commission or omission. That is, the Association, Board of Trustees' ' and the members, agents and employees thereof, will beheld harmless for' any loss suffered by any Owner and caused by the ordinary negligence of the Association, the Board, of Trustees,' any committee or any employee., agent or member of such body. ARTICLE XIII AMENDMENTS Subject to the restrictions in Article XIII of the'.Declaration these By-Laws, or any of them, may be altered or repealed', or new-By-Law's. fray be made, at any meeting of the Association duly held for such.'purpose .and: previous to which written notice to Owners of the exact language of the amendment or of the repeal, shall have been sent, a quorum being present, by. an affirmative 'vote of fifty-one (51%) percent in number and in interest. of the ' votes entitled to be cast in person or by proxy, except that (i) the first 'annual meeting may not 'be advanced, (ii) the first' Board' of Trustees (including replacements in case of vacancies) may not"be enla,rged'or'rembved, (iii) the obligation or, the proportionate responsibility for the payment of Common Expenses with respect to the Homes or the Property may not be changed '. . by reason - of any such new By-Law,, amendment or repeal, br, (iv)'..nosuch'new'. By-Law, amendment or repeal shall in any 'way, adversely affect,, the Developer,' 42 '.. . 573609.04 . . .. .. .. . , including any successor of the Developer, unless the Developer., or its successor, has given its.pri.or written consent thereto . ARTICLE XIV • . . . • •. . . . CONFLICT; INVALIDITY .14.01.. Conflict. Despite anything to the contrary herein, if any provision of these By-Laws is in conflict with or contradiction of the Declaration, the Certificate of Incorporation or with the requirements of any law, the requirements of said Declaration, Certificate of Incorporation or law shall be deemed controlling. . S .. 14.02.. Invalidity. The invalidity of any part of these By-Laws shall not, impair or affect in any manner the enforceability or affect the, remaining -provisions of the By-Laws. ARTICLE XV NOTICE Any notice required to be sent to any Owner under the provisions of the Declaration the Certificate of Incorporation or these By-Laws shall be deemed' ,to have been properly sent and notice thereby given, when mailed by regular post with. postage prepaid, addressed to the Owner at his last known post office address on the records of the Association at the time of such mailing. Notice to one of. two or more co-owners of a Home shall constitute notice to all co-owners. It shall be the obligation of every Owner 'to immediately notify the Secretary, of the Association in writing of any change of address. Valid notice may also be given, to Owners by (i) personal delivery to any - occupant of said Home over the age of fourteen (14) years of age or (ii) by affixing the notice to or sliding same under the front door of any' Home. ARTICLE XVI CORPORATE SEAL The Association shall have a. seal in circular form having within its circumference the words "The Village Grande at English Mill Homeowners Association, Inc." • . . . 43 573609.04 . • EXHIBIT E to DECLARATION OF COVENANTS AND RESTRICTIONS FOR THE VILLAGE GRANDE AT ENGLISH MILL Housing for Older Persons Act of 1995 Compliance Affidavit COMPLIANCE AFFIDAVIT HOUSING FOR OLDERPERSONS ACT OF 1995.. This Affidavit acknowledges that the undersigned has this day purchased the Home and situated in The Village Grande' at English Mill, an age identified as restricted community located in Egg Harbor Township, Atlantic County, New Jersey. The Village Grande at English Mill is subject to the Housing for Older Persons Act of 1995, which requires that the developer and/or The Village Grande at English Mill Homeowners Association: maintain a census of the occupants of the community (Homeowners Association) and their ages. This will further acknowledge that based upon my personal knowledge each person's age is indicated below. I agree to sign a census form that may be requested of me from time to time by the Homeowners Association, in order to update this information. I swear that the statements . made in this Affidavit are true. PLEASE PRINT RELATIONSHIP TO RESIDENT(S) BIRTH.DATE(S) OTHER OCCUPANTS NAMES (S) AGE(S) As verification of the above information, please attach to this notice a copy of one of the following for each person named above:. . . . .• . i. Driver's License ii. Birth Certificate iii. Passport iv. Any other official identification that shows a birth date . and that the above information is true. I hereby acknowledge that the statements made herein are true to 'the best 'of my knowledge and belief. Signature Date 596191.0] EXHIBIT 2 PROJECTED OPERATING BUDGET FOR THE.. INITIAL FISCAL YEAR BASED ON PHASE I (273 HOMES) WITHOUT AMENITIES AND FULL OCCUPANCY (397 HOMES), 5 , . ESTIMATED COMMON EXPENSE ASSESSMENTS AND LETTERS OF BUDGET AND INSURANCE ADEQUACY General assessment billed to all units .. Association Maintenance Fees $323,787 Operating Interest Interest generated from operating checking accounts $0 Animal I (eese Uontrol Contracted wildlife management expenses $1,000 Common Area Lighting Maintenance / Supply Interior and exterior parts and supplies .• $750 Electric - Common Area Lighting Monthly electric service for common area lighting, Sign's $1,200' Electric - Irrigation Monthly electric cost of operating irrigation clocks, valves, etc. $650 Electric - Other• Cost of operating aerators, etc. $150. Exterminating/Pest Control Pest control of moles, squirrels, bees, etc. $800 Lake / Pond Maintenance Pond Treatments, aerator maintenance, erosion control $2,500 Landscaping Contracted landscape maintenance service . 0 $163,800 Landscaping Additions Annual, perennial, tree and shrub plantings, etc. $2,500 • Maintenance Supplies Miscellaneous repairs to common elements $650 Snow Removal Contract Based on (3) 2 to 6' snowfalls $39.,31 2 Sprinkler & Irrigation Repairs Contracted startup/winterization, repairs . $1 ,700 Subcontractor Maintenance Labor Contracted unscheduled repairs/painting, etc. . $500 TOTAL COMMON AREA EXPENSES $215,512 Audit Contracted fee to produce financial statement/tax return Accounting Services I $1,800 Bank & Credit Card Fees Lock box fees, check orders, wire transfers $240 CAI Membership Annual Membership Fee . . $250 Coupon Books Distribution of printed coupons by outside printer . $850 Federal Income Taxes Taxes due on Reserve interest earned, other income $0 Insurance Property, Liability, Directors .& Officers coverage . $25,000 Insurance - Umbrella $5,000,000 coverage over underlying package policy . $2,000 Insurance - Workers Compensation Coverage for Association employees $1 ,000 Legal Counsel Fees General counsel fees . $1,500 Legal Collection Fees Fees for collection of outstanding debts $1,000 Management Contract Contracted fee for Management Services $27,846 Miscellaneous Administration Minor expenses not otherwise allocated. $500 Office Equipment/ Furniture Leases Copier, office furniture, postage meter, etc. $4,000 Office Supplies Consumables supplies, paper, ink cartridges, etc. $2,000 Postage Cost for distribution of mailings, bills, etc. . . $2,650 Postage Meter Lease Cost to maintain a postage meter for Association mailings Printing, Copies & Fax • $480. Envelopes, stationary, fax costs, etc. $1,550 Telephone Cost of monthly usage and alarm lines. $2,000 Petty Cash Amount set aside for out-of-pocket expenses $1, 000 Real Estate Taxes Property tax assessment on Clubhouse facilities • .• $0 Social Committee Expense Expenses paid out for Social Activities • • . $1,500 TOTAL GENERAL & ADMINISTRATIVE EXPENSES $77,166 Concrete Service Walk Reserves • • Cost to replace unit entry walks • • . $6,910 Concrete Sidewalk Reserves . • • • Cost to replace common walks • $9,589 Walking Path Reserves . • Surface Replacement . $650 The Village Grande at English Mill Budget Footnotes 2004 Revenue: Association Maintenance Fees - Annual fees assessed to homeowners and paid on a monthly basis. The estimate is based on phase one at 273 homes. Common Area Expenses: Common Area Electric— Estimated cost associated with lighting the common area fixtures on the clubhouse areas and two entrance signs.: Also included is the .cost of operating the irrigation system timers, entry pond fountains, etc Connectiv provides electric Service Common Area Landscaping - Total contract for all property is based on an estimate of $50.00 per unit/month. Also included are the costs associated with seasonal plantings, tree/shrub replacements, maintenance of retention basins, etc Common Area Lighting Maintenance/Supply Costs to keep on hand the needed light fixtures, ballasts, bulbs and other supplies to maintain the lights in the common areas Common Area Maintenance Supplies - Costs associated with minor maintenance supplies such as products for trash collection in the common areas, cleaning and other such items Common, Area Snow Removal Contract - Estimated cost to clear snow from the common area streets, sidewalks and dnveways of the housing areas, common areas and clubhouse facilities.. Estimate is based on three storms of a 2" to 6" accumulation. .. . Common Area Sprinkler I Irrigation Maintenance - Estimated cost to setup, perform routine repairs, inspect monthly and winterize the common area, clubhouse and residential irrigation systems Common Area Subcontractor Maintenance Labor - Costs to provide services such as minor painting, electrical and maintenance repairs to the Association conimon elements Common Area Water I Irrigation - Estimated cost associated with providing water service for the irrigation of the common area and unit turf. General & Administrative Expenses: Accounting Services I, Audit —'Estimated cost to retain an independent accountant to audit the Association's financial records and to provide professional investment & tax advice Bank & Credit Card Fees —Annual bank service fees, based on $20 00 per month CAI Membership - Annual cost for a professional membership to the Community Associations Institute Coupon Books Cost to provide coupon payment systems for the remittance of the monthly assessment to the Association Service provided by Southdata Federal Income Taxes - Taxes paid to the Internal Revenue Service on income gained from earned interest on the Association's reserve investment accounts Insurance The cost to provide a br ioad,form insurance policy to cover hazard insurance on the Association owned prOperty, general liability, directors &officers,.uinbrella and fidelity bond coverage based on an estimate from' Richard Hardenbergh Insurance Company. Insuranëe - Workers Compensation - Estimated cost for a'policy to cover all Association employees. ' Legal Counsel Fees - The amount allocated to provide 15 hours of legal consultation and services for minor general issues at a rate of $150.00 per hour Management Contract - The amount allocated to provide financial accounting and general administrative support based on a contract proposal from Wentworth Property Management. Office Supplies - The cost to purchase office supplies, such as copier paper, toner, pens, envelopes, printer cartridges, etc Operating Contingency - The amount set aside to fund unforeseen operating expenses Postage - Annual cost for Association mail. Including US Postal Service and overnight delivery services. Also included is the cost to lease a postage meter from Pitney Bowes based on a 36 month lease Printing, Copies & Fax -- Cost for reproduction of documents.'- Telephone - The estimated cost of operating a two-phone line system with voice mail Additional lines are included to service the building alarm system, along with the required pool phones. Contracted fee to produce financial statement/tax return. . Accounting Services / Audit .... $1,800 Bank & Credit Card Fees .. Lock box fees, check orders, wire transfers . . ... . $240 CAI Membership.: Annual Membership Fee .. . . . . . . . $250 Coupon Books Distribution of printed coupons by outside printer . $850 Tacés due on Reserve interest earned, other income Federal Income Taxes . . $0 Insurance .. Property, Liability, Directors & Officers coverage $25,000 Insurance - Umbrella $5,000,000 coverage over underlying package policy . $2,000 Insurance - Workers Compensation Coverage for Association employees $1,000 .. Legal Counsel Fees General counsel fees . $1,500 Legal Collection Fees Fees for collection of outstanding debts . . $1,000 Management Contract Contracted fee for Management Services $27,846 Miscellaneous Administration Minor expenses not otherwise allocated • $500. Office Equipment/ Furniture Leases Copier, office furniture, postage meter, etc: $4,000 Office Supplies Consumables supplies, paper, ink cartridges, etc. $2,000 Postage Cost for distribution of mailings, bills, etc. $2,650 Postage Meter Lease Cost to maintain a postage meter for Association mailings . $480 Printing, Copies & Fax Envelopes, stationary, fax costs, etc. $1 ,550 . Telephone . . . of monthly usage and alarm lines Cost $2,000 Petty Cash Amount set aside for out-of-pocket expenses $1 .000 .... Real Estate Taxes Property tax assessment on clubhouse facilities Social Committee Expense Expenses paid out for Social Activities $1,500 TOTAL GENERAL & ADMINISTRATIVE EXPENSES $77,166 Bocci/Shuffleboard Repairs & Maintenance Minor equipment, surface repairs . . . 250 Exercise Equipment Service Contract Contracted service agreement - Routine maintenance . . $1,200 Exercise Equipment Repairs. Repairs and parts outside of agreement $500 Pool & Spa Utilities Annual electric, gas and water for two pools . $5,000 Pool & Spa Management - Indoor Contracted annual maintenance . . $10,000 Pool Management - Outdoor Contracted seasonal maintenance, lifeguard service $14,500 Pool & Spa Supplies & Equipment Miscellaneous chemicals, supplies, etc $1,000 Pool & Spa Repairs Repairs to non-capital replacement parts . .$4,000 Pool & Spa Laundry Service Contracted towel service . $1,200 Pool Table Supplies & Maintenance Cue sticks, chalk, minor repairs . . . $250 Recreation Equipment Supplies Cards, games, miscellaneous . . . Telephone - Aux (pool, payphone) $800 Cost to provide common phone serviceC /pool service phone $1,500 Tennis Court Repairs & Maintenance Cost to provide repairs and purchase replacement netting. $800 TOTAL RECREATIONAL EXPENSES $41,000 Asphalt 1 1/2 Cap Overlay at end of useful life . .. $2,067 Asphalt Sealcoating . Cost to seal parking areas - 5 yrs schedule . $1,228 Concrete Driveway Reserves .. Cost to replace unit driveways . $13,960 Concrete Service Walk Reserves Cost to replace unit entry walks. . . . $6,910 Concrete Sidewalk Reserves Cost to replace common walks $9,589 Clubhouse Reserves Roofing, siding, gutters, leaders . $2,850 Pool Deck Concrete, area drainage, etc. . $1,500 Pool Fence : Fence structure, gates, hardware . $250 Pool Filters Housings, replacement media . . . $500 Pool Furniture Restrapping, replacement . $1,000 Tennis Court Reserves Resurfacing, restriping .$2,500 Tennis Court Fence Fence structure, gates, hardware . $400 Swimming Pool Reserves Pumps, heaters, valves, misc. equipment . $3,000 Walking Path Reserves Surface Replacement . $650 TOTAL.RESERVE & DEFERRED MAINTENANCE . . . $46,404 - -I- i1IIU lice Payroll Salary, Manager, Assistant Taxes paid on behalf. of employees, employer at 12% .yroll Taxes & Benefits $7,200: S )TAL 'ADM INISTRATJVE PAYROLL : . $67,200 arms & Monitoring . Central Station Dispatch Alarm monitoring contract ' , ' ' $540 rpbt Cleaning & Repairs Annual cleaning , ' ' ' " ' ' $500 aning Supplies Supplies for daily use - Trash can liners, etc. ' , $700 ibhouse Cable Internet Charge to provide High Speed Internet Connection , .' $1 ,080 Charge to provide basic television service , : ' ' jbhôuse Cable TV $780 Monthly electric service for clubhouse bhouse Electric , ' ', $4,800 Monthly gas service to clubhouse bhouse Gas ' ' ' ' ' ' ', $2,500 Interior and exterior parts and supplies bhouse Lighting Maintenance / Supply ' .. ', ' ' ''', .$500 bhouse Sewer Quarterly sewer service to clubhouse $450 kbhouse Water Quarterly water service to clubhouse and irrigation ' ' ' $1,600 Monthly service to clubhouse ?mati1.Pest Control ' ' ' $900 Extinguisher Inspections Annual inspection and recharge servicing $500 Sprinkler Systems Annual inspection/service contract Cost of replacement flags and parts g Replacement ' $400 Annual inspection/service contract 0 , , , AC Contract , ' ' $1,500 itorialfMaintenance Services Routine unscheduled maintenance/cleaning services , $9,360 intenance Supplies Consumable parts, supplies for clubhouse , $500 Cost of spring cleaning of sand and debris king Lot Cleaning & Sweeping' , ' ,' $500 Contracted access control system purity Contract ' : , $1,000 sh Removal Contracted dumpster pickup ' ' , ' , , . ' $21100 TAL CLUBHOUSE EXPENSES '$31,410 Contracted wildlife management expenses rn Geese Control ' S ' ' I ' $1,000 Interior and exterior parts and supplies nmon Area Lighting Maintenance / Supply ' , , ' . ' $750 'ctric - Common Area Lighting' Monthly electric service for common area lighting, Signs $1,200 ctric - Irrigation Monthly electric cost of operating irrigation clocks, valves, etc. ' $650 ptric - Other Cost of operating aerators, etc. Pest control of moles, squirrels, bees, etc. rminating/Pest Control' ' ' ' ' $800 'e / Pond Maintenance Pond Treatments, aerator maintenance, erosion control ,. ' $2,500 Contracted landscape maintenance service dscaping' , , ' ' $163,800 dscaping Additions Annual, perennial, tree and shrub plantings, etc. ' .", $2,500' ' ntenance Supplies Miscellaneous repairs to common' elements ' ' $650 Cost of minor turf repairs, etc. h-N-Putt Maintenance ' S , , , $200 Based on (3) 2' to 6' snowfalls w Removal Contract ' ' ' ' " , $39,312: Contracted startup/winterization, repairs nkler & Irrigation Repairs' ' S ' ' $1,700 contractor Maintenance Labor Contracted unscheduled repairs/painting, etc. , ' ' " $500 AL COMMON AREA EXPENSES $215,712 Real Estate Taxes - We are not assuming any taxes tobe assessed directly to the Association for the clubhouse or other amenities. Should any taxes be assessed by Egg Harbor Township for these amenities, the amount shown in the budget would .be adjusted. accordingly .& Deferred Maintenance Expenses Reserve Concrete Driveway Reserves - The annual amount set aside to replace 50% of an estimated 124,090SF of concrete sidewalk at a cost of $6.75SF over a useful life of 30 years. Concrete Service Walk Reserves The annual amount set aside to replace 50% of an estimated 61,425SF of concrete sidewalk at a cost of $6.75SF over -a useful life of 30 years. S : Concrete Sidewalk Reserves - The annual amount set. aside to replace 50% of an estimated 85,245SF of concrete sidewalk at a cost of $6.75SF over a useful life of 30 years. Walking Path Reserves - The cost to replace 52 CY of wood chip surface for the walking path at a cost of $25.00 per CY every other year.. •. . . .. S . S • • Revenue: Association Maintenance Fees - Annual fees assessed to homeowners and paid on 'a monthly basis The estimate is based on phase one at 273 homes Admimstrative Payroll Office Payroll -,Cost to provide an on-site community association manager, along with an assistant manager/activities director on a 40 hour per week basis Payroll Taxes & Benefits - Cost to fund the employer's share of federally mandated taxes, along with normal benefit package. The estimated amount is 12% of the total. payroll. Chibhouse Expenses: Clubhouse Electric/Gas - Estimated cost to provide electric and gas service to the clubhouse Connectiv provides electric service and SJ Gas provides Gas service Clubhouse Exterminating - Cost to provide monthly service to the clubhouse based on an estimate provided by United Exterminating Clubhouse Fire Extinguisher Inspections - Estimated cost to perform annual inspections and maintenance for any necessary hand held fire extinguishers. . . Clubhouse Fire Sprinkler Systems - Cost estimate for annual testing and service to the clubhouse fire safety system. • S Clubhouse Garbage Removal - Cost estimate from Integrated Waste Systems to provide pickup for one (1) four yard refuse dumpster, twice a week An additional amount of $400.00 was added for two extra pickups that may be needed for parties, large functions, etc Clubhouse HVAC Contract - Estimated cost for service and repair to the clubhouse mechanical system. Includes routine service visits for preventative maintenance. 'ClubhoUse Internet - Estimated annual cost to Comcast to provide High Speed Cable Internet service to the clubhouse. Clubhouse Maintenance - Cost to perform routine maintenance tasks in the clubhouse such as repairs to the doors, windows or other such items, along with janitorial functions, event setup/breakdown, etc Estimate is based on 15 hours per week at a rate of $12.00 per hour. Also included are costs associated with carpet cleaning, cleaning supplies, lighting and maintenance supplies and sweeping of the clubhouse parking lot Estimated cost based $45.00 per month on an individual system in Clubhouse Security,- each clubhouse building for the monitoring and daily testing of a fire/security alarm system The prices are based on an verbal estimate from 13-Corn Security. Also incorporated are the costs anticipated to provide routine maintenance for a proximity access control system for the clubhouse, and other needed common area controls. Clubhouse Sewer.— Annual cost to the Association for sewer services. Clubhouse Water - Estimated cost for water services provided by the Amencan Water Company Common Area Expenses Common Area Electric - Estimated cost associated with lighting the common area fixtures on the clubhouse areas and two entrance signs. Also included is the cost of operating the irrigation system timers, entry pond fountains, etc. Coñnectiv provides electric Service. Common Area Landscaping - Total contract for all property is based on an estimate of $50.00 per unit/month. Also included are the costs associated with seasonal plantings, tree/shrub replacements, maintenance of retention basins, etc Common Area Lighting Maintenance/Supply - Costs to keep on hand the needed light fixtures, ballasts, bulbs and other supplies to maintain the lights in the common areas Common Area Maintenance Supplies - Costs associated with minor maintenance. . supplies such as products for trash collection in the common areas, cleaning and other such items. Common Area Snow Removal Contract - Estimated cost to clear snow from the common area streets, sidewalks and driveways of the housing areas, common areas and clubhouse facilities Estimate is based on three storms of a 2" to 6" accumulation Common Area Sprinkler / Irrigation Maintenance - Estimated cost to setup, perform routine repairs, inspect monthly and winterize the common area, clubhouse and residential irrigation systems Common Area'S ubcontractor Maintenance Labor - Costs to provide services such as minor painting, electrical and maintenance repairs to the Association common elements. Common Area Water / Irrigation - Estimated cost associated with providing water . .'. service for the irrigation of the common area and unit turf S S General & Administrative Expenses: Accounting Services / Audit - Estimated cost to retain an independent accountant to audit the Association's financial records and to provide professional investment & tax advice. Bank & Credit Card Fees - Annual bank service fees, based on $20.00 per month. CAI Membership - Annual cost for a professional membership to the Community Associations Institute. Coupon Books— Cost to'provide coupon payment systems for the remittance of the monthly assessment to the Association. Service provided by Southdata. ' Federal Income Taxes - Taxes paid to the Internal Revenue Service on income gained from earned interest on the Association's reserve investment accounts. Insurance - The cost to provide a broad form insurance policy to cover hazard insurance on the Association owned property, general liability, directors & officers, umbrella and fidelity bond coverage based on an estimate from Richard Hardenbergh Insurance S S Company. S S S Insurance - Workers Compensation - Estimated cost for a policy, to cover all Association S , employees. S ' ' S ' •. ' Legal Counsel Fees - The amount allocated to provide 15 hours of legal consultation and services for minor general issues at .a rate of $150.00 per hour . Management Contract -The amount allocated to provide financial accounting and .' general adrninistratiye support based on a contract proposal from Wentworth Property Management. Office Supplies -- The cost to purchase office supplies, such as copier paper, toner, pens, envelopes, printer cartridges, etc. Operating Contingency - The amount set aside to fund unforeseen operating expenses. Postage - Annual cost for Association mail. Including US Postal Service' and overnight delivery services. Also included is the cost to lease a postage meter from Pitney Bowes ' based on a 36 month lease. Printing, Copies & Fax - Cost for reproduction of documents Telephone - The estimated cost of operating a two-phone line system with voice mail Additional lines are included to service the building alarm system, along with the required pool phones. RiealEstateTaxes - We are not assuming any taxes to. be assessed directly to the .. . Association for the.clubhouse or other amenities. Should any taxes be assessed by Egg. Harbor Township for these amenities, the amount, shown in the budget would be adjusted accordingly Recreational Expenses: Bocci/Shuffleboard Repairs & Maintenance- The cost associated with minor repairs to surfaces or equipment. Exercise Equipment Contract / Repairs - Estimated cost to provide quarterly routine inspection, minor periodic maintenance and repairs for the equipment in the clubhouse • exercise room. Based on a verbal estimate from Universal Fitness. . . Pool & Spa Utilities.- Cost to provide gas heating service to the indoor lap pool, and electric service,to the two pool facilities. '. .. . . . ... . .. .. . . Pool & Spa Management - Indoor / Outdoor - Cost to provide, water analysis and chemical application for the indoor lap pool on a year round basis and the outdoor pool on a seasonal basis. Cost estimate provided by Freestyle Pool Management . . Pool '& Spa Supplies / Repairs - COst for miscellaneous supplies such as first aid kits, pool skimmers, etc. Also included is the cost for minor repairs to the coping tiles, pools surfaces, and spot repainting of the pool and/or spa. . .. . .' . . Putting Green Maintenance - Estimated cost to perform ninOr repairs to the putting . . . green artificial surface Recreation Equipment Supplies / Maintenance - Cost to provide miscellaneous recreation: . S supplies as needed such as billiard balls, pool cues, tables, chairs, etc Reserve & Deferred Maintenance Expenses Asphalt 1 '/2 Cap —The annual amount set aside to replace an estimated 5,905SY of 11/2 cap asphalt at a cost of $7.00 per SY over a useful life of 20 years Asphalt Sealcoating - The annual amount set aside to perform a sealcoating of an estimated 5,905SY of roadway.at a cost of $1 .O4SY over a useful life of 5 years. Concrete Driveway Reserves -The annual amount set aside to replace 50% of an. estimated 124,090SF of concrete sidewalk at a cost of $6.758F over a useful life of 30 years. Concrete Service Walk Reserves The annual amount set aside to replace 50% of an estimated 61,425SF of concrete sidewalk at a cost Of $6.75SF over a useful life of 30 years. Concrete Sidewalk Reserves - The annual amount set aside to replace 50% of an estimated 85,245SF of concrete sidewalk at a cost of $6.75SF over a useful life of 30 years. Clubhouse Furnishings - Estimated cost to replace clubhouse furnishings such as tables, S S chairs, fixtures, etc. Clubhouse Reserves - The estimated cost to fund the replacement of the roof, gutters, siding, and other such items in the Association clubhouse Pool Reserves - The cost to perform the replacement of the pool deck after an estimated S 30-year useful life. S Tennis Court Reserves - The cost to resurface and re-stripe the tennis courts every .15 years, along with the costs associated with replacing the fence after a 25-year useful life. Walking Path Reserves - The cost to replace 52 CY of wood chip surface for the walking S path at a cost of $25.00 per CY every other year. Th. AM].., i Revenue: • Association Maintenance Fees - Annual fees assessed to homeowners and paid an a:: .• monthly basis The estimate is based on the full build out of 397 homes Administrative Payroll: Office Payroll - Cost to provide an on-site community association manager, along with an assistant manager/activities director on a 40 hour per week basis Payroll Taxes. & Benefits - Cost to fund the employer's share' of federally mandated taxes, along. -with normal benefit package. The estimated amount is 12% of the total. . •. S ': . . .. . .°.:'. •. • payroll... . ' ' " . .• .... •: . •. Clubhouse Expenses: Clubhouse Electric/Gas - Estimated cost to provide electric and gas service to the : clubhouse. Connectiv provides electric service and SJ Gas provides Gas service:' Clubhouse Exterminating - Cost to provide monthly service to the clubhouse based on an estimate provided, by United Exterminating. S ' S Clubhouse Fire Extinguisher Inspections - Estimated cost to perform annual inspections S ' and maintenance for any necessary hand held fire extinguishers. Clubhouse Fire Sprinkler Systems'— Cost estimate for annual testing and service to the. ôlubhouse fire safety system. '.Clubhouse Garbage RemovalCost estimate from Integraied Waste Systems to provide pickup for one (1) four yard refuse dumpster, twice a week. An additional amount of $400.00 was added for two extra pickups that may be needed for parties, large functions,' 0 etc. • S '' S ' S ' ' S S ' Clubhouse'. EWAC Contract Estimated cost for service and repair to the clubhouse' mechanical system Includes routine service visits for preventative maintenance Clubhouse Internet - Estimated annual cost to Comcast High Speed Cable Internet 5 5 '. • S S service to the clubhouse.. •' : ' '• •bocclfsriuttleDoara Kepairs & Maintenance Minor equipment, surface repairs $250 Exercise Equipment Contract I Repairs Contracted service agreement- Routine maintenance $1500 Pool & Spa Utilities Annual electric, gas and water for two pools $5,000 Pool & Spa Management - Indoor I Outdoor Contracted maintenance seasonal lifeguard service $24,500 Pool & Spa Supplies/ Repairs Chemicals supplies repairs to non capital replacement parts $5,000 Putting Green Maintenance Cost of minor repairs, etc. $250 Recreation Equipment Supplies! Maintenance Pool Cues, cards, games, miscellaneous S $1,200 TOTAL RECREATIONAL EXPENSES $37,700 Asphalt 11/2 Cap Overlay at end of useful life $2,067 Asphalt Sealcoating Cost to seal parking areas -5 yrs schedule $1,228 Concrete Sidewalk Reserves Cost to replace common walks $13,815 Clubhouse Furnishings Cost of replacing furniture, fixtures, etc.. $4,000 Clubhouse Reserves Roofing, siding, gutters, leaders $2,850 Pool Reserves Concrete, Fencing, pumps, heaters, valves, furnishings. $6,300 Tennis Court Reserves Resurfacing restriping $3,000 • Walking Path Reserves Surface Replacement $650 TOTAL RESERVE & DEFERRED MAINTENANCE $33,910 vfIJUE 4 I General assessment billed to all units ociation Maintenance Fees $641,174 MINISTRATJVEPAYROLL Salaries - Manager, Activities Director . ice Payroll .• . . . . S $72,000. roll Taxes & Benefits Taxes paid on behalf of employees, employer at 12% . $8,640 . . .• . TAL ADMINISTRATIVE. PAYROLL . $80,640 bhouse Electric! Gas • Monthly Electric & Gas service for clubhouse $7,300. bhouse Exterminating Monthly service to clubhouse . . . •. . . $900 bhouse Fire Extinguisher. Inspections Annual inspection and recharge servicing . . $500. bhouse Fire Sprinkler Systems. Annual inspection/service contract . . . . . $1,200 bhouse Garbage Removal Contracted dumpster pickup •. . . . . . $2,100 bhoüse HVAC Contract Annual inspection/service contract bhouse Internet Nigh Speed Internet Connection ,. . $1,800 bhouse Maintenance Janitorial Service, Cleaning, Lighting S& Maint.Supplies $12,060 bhouse Security Central Station Dispatch Alarm monitoring contract :$1,540 bhouse Sewer Quarterly sewer service to clubhouse . . $1,000 bhouse Water . . . Quarterly water service to clubhouse and irrigation . .. . . _. $1,600 AL CLUBHOUSE EXPENSES $31,500 nrnon Area Electric Monthly electric service for lighting, signs, fountains $2,390 mon Area Landscaping Contracted landscape maintenance service $252,700 non Area Lighting Maintenance / Supply Interior and exterior parts and supplies $750 mon Area Maintenance Supplies Miscellaneous repairs to common elements $1,000 ...... nmon Area Snow Removal Contract Based on (3)2" to 6' snowfalls . $6b,000 nmon Area Sprinkler /, Irrigation Maintenance Contracted startup/winterization, repairs $9,000 mon Area Subcontractor Maintenance Labor Contracted unscheduled repairs/painting etc $2,000 I IiIILIOtI . . Lawn. irrigation water supply . . . . . . .5. . .. • $23,820 TAL COMMON AREA EXPENSES. .. $351,660. : • ..• .. counting Services /Audit Contracted fee to produce financial statement/tax return . . .$2,500 & Credit Card Fees Lock box fees, check orders, wire transfers . . •... $240 Membership Annual Membership Fee . . S $250 ipon Books Distribution of printed coupons by. outside printer . . $1,100 ieral Income Taxes Taxes due on Reserve interest earned, other income . . . . $0 iirance Property, Liability, Directors & Officers coverage . $35,000 rance - Workers Compensation Coverage for Association employees •: .. . . : $1,200 General counsel fees • . al Counsel Fees $2,500. : : nagement Contract Contracted fee for Management Services . $40,494 Copier toner, consumable supplies : ce Supplies .• . $3,500 rating Contingency Set-aside for unforeseen expenses. • $10,000 ting, Copies & Fax . . Envelopes, stationary, fax costs, etc. . $2,000. • . phone . Cost of monthly usage and alarm lines, pool phones. $3,500 Property tax assessment on Clubhouse facilities l Estate Taxes S $0 • GENERAL & ADMINISTRATIVE EXPENSES ML $105,764 VALLEY FORGE Perxrxylvarrlo SA/RENCF'.ILIE New Jersey Wentworth Property Management Corp 609-895-9636 ': 610-650-0600 .. ,' 610-650-0700 Fox " 609-895-9630 Fox • Wentworth Property Monogernenrof New Jersey, Inc ARPJNGTON. New Jersey WEST LONG BRANCH, New Jersey • Worrhmore Cansmjct,an & Maintenance Company, Irv- • 856-546-7711 732-728-9690 . BUILDING FUTURES . 856-546-2819 Fax 732-728-2290 Fox Wenrwcxtfr Realty; Inc. ACKENSACK, New Jersey • FAIRFAX, Virginia . . . . . . .. . . 0• Worihlngr Insurance Brokerage • 201-525-2601 Fox •. 703-591-5785 Fox W E N T W 0 RI H G R 0 U P 'IIMINGTON, Delaware • PHILADELPHIA, Pennsylvania . SHORE 'REGION Community odokan Furdng Compary (CAFCO) 302-235-1792 215-512-1550 . . . 302-235-1794 Fox . . 215-592-7640 Fax • WtaIlIn Porid-selli Wentworth Realty, LLC • . . . . . . . March 25, 2004 . • Donald M. Pepe, Esq. . . . . . . . .. . : . D.R. Horton, Inc. dbaSGS Communities • . . . S 20 Gibson Place . . •• Freehold, NJ 07728 RE:' VILLAGEGRANDE AT ENGLISH MILL' HOMEOWNERS ASSOCIATION, INC. Dear Don: . We have prepared the estimated budget for The Village Grande at English Mill Homeowners Association, 397 Single Family homes, at 2004 costs, for inclusion in the Public Offering Statement. ' It is our opinion, based on our prior experience in managing similar communities, proposals received from contractors, and information received from the sponsor, that the budgeted operating estimate is reasonable and adequate under existing circumstances and the estimated receipts shown will be sufficient, to meet the normal anticipated operating expenses. The Reserves for Repair and Replacement were based on . information received from the sponsor and its engineer and on our prior experience iii managing similar communities. Because of the possibility of unforeseen changes in the economy or increases or decreases in the expenses of operation, our estimates are not intended, and cannot be taken, as representation, guarantees or ' '.warrantees of any kind 'whatsoever, nor as any assurance that the actual expense or income of the , Association, for any period of operation, may not 'incur additional costs unforeseeable at this time, or that the Board of Directors may not provide for services not reflected in the .esthnate, or that the annual assessments for any period may not vary from the amounts shown here. It may be expected, based upon current trends, that such items as insurance, contracted labor and other 'related expenses will increase or decrease in' the future., Very truly yours,' • WE OR PROPERTY AEMENT OF NEW JERSEY, INC. By Stephen C. Doran, CMCA, AMS, PCAM Regional Director : • ' ' WENTWORTH PROPERTY MANAGEMENT Fl 1102' Broodocres Drive • Gemenron, NJ 08021 • Phone 856-784-1144 • 856-435-5656 • Fax 856-435-4457 Clubhouse Maintenance - Cost to perform routine maintenance tasks in the clubhouse•. such as repairs to the doors, windows or other such items, along with janitorial functions, event setup/breakdown, etc. Estimate is based on'15 hours perweek at a rate of $12.00.. per hour. Also included are costs associated with carpet cleaning, cleaning supplies, lighting and maintenance supplies and sweeping of the clubhouse parking lot. Clubhouse Security - Estimated cost based $45.00 per month on an individual system in each clubhouse building for the monitoring and daily testing of a fire/security alarm system. The prices are based on an verbal estimate from B-Corn Security. Also incorporated are the costs anticipated to provide routine maintenance for a proximity access, control system for the clubhouse, and' other needed common area controls. Clubhouse Sewer - Aiinual cost to the Association for sewer services. Clubhouse Water - Estimated cost for water services provided by the American Water Company. . . . . . . . Common Area Expenses: Common Area Electric - Estimated cost associated with lighting the common area ' fixtures on the clubhouse areas and two entrance signs. Also included is the cost of operating the irrigation system timers, Entry area pond fountains, etc. Connectiv' . . . .. .. provides electric Service. Common Area Landscaping '- Total contract for all property is based on an estimate of $50.00 per unit/month. Also included are the costs associated with seasonal plantings, tree/shrub replacements, maintenance of retention basins, etc. Common Area Lighting Maintenance/Supply - Costs to keep on hand the needed light fixtures, ballasts, bulbs and other supplies to maintain the lights in the common areas. Common Area Maintenance Supplies Costs associated with minor maintenance. supplies such as products for trash collection in the common areas, cleaning and other such items: Common Area Snow Removal Contract - Estimated cost to clear snow from the common area streets, sidewalks and driveways of the housing areas, common areas and clubhouse facilities. Estimate is based on three storms of a 2" to 6" accumulation.' Common Area Sprinkler / Irrigation Maintenance —'Estimated cost to setup, perform routine repairs, inspect monthly and winterize the common area, clubhouse and' ' residential irrigation systems. as Common Area Subcontractor Maintenance Labor - Costs to provide services such minor painting, electrical and maintenance repairs to the Association common elements.,, Common Area Water / Irrigation - Estimated cost associated with providing water service for the irrigation of the common area and unit turf General & Administrative Expenses Accounting Services /.Audit - Estimated cost to retain an independent accountant to audit the Association's financial records and to provide professional investment & tax advice. Bank & Credit Card Fees - Annual bank service fees, based on $20.00 per month. CAI Membership - Annual cost for a professional membership to the Community' Associations Institute. Coupon Books - Cost to provide coupon payment systems for the remittance of the monthly assessment to the Association. . Service provided by Southdata.. . Federal Income Taxes - Taxes paid to the Internal Revenue Service on income gained . '. from earned interest on the Association's reserve investment accounts. Insurance - The cost to provide a broad form insurance policy to cover hazard insurance on the Association owned property, general liability,' directors & officers, umbrella and,. fidelity bond coverage based on an estimate from Richard Hardenbergh Insurance Company. Insurance Workers Compensation - Estimated cost for a policy to cover all Association employees. .. Legal Counsel Fees - The amOunt allocated to provide 15 hours of legal consultation and'. services for minor general issues at a rate of $150.00 per hour Management Contract - The amount allocated to provide financial accounting and general administrative support based on a contract proposal from Wentworth Property Management. • Office Supplies The cost to purchase office supplies, such as copier. paper, toner, pens, envelopes, printer cartridges, etc.' Operating Contingency.- The amount set aside to fund unforeseen operating expenses Postage - Annual cost for Association mail. Including US Postal Service and Overnight delivery services. Also included is the cost to lease a postage meter from' Pitney Bowes based on a 36 month lease. Printing, Copies & Fax - Cost for reproduction of documents. Telephone —'The estimated cost, of operating a two-phone line system, with voice mail. Additional lines are included to service the building alarm system, along with the required pool phones Real Estate Taxes - We are not assuming any taxes to be assessed directly to the Association for the clubhouse or other amenities. ,Should any taxes be assessed by Egg Harbor Township for these amenities, the amount shown m the budget would be adjusted accordmgly. Recreational Expenses Bocci/Shuffleboard Repairs & Maintenance —The cost associated with minor repairs. to surfaces or equipment Exercise Equipment Contract I Repairs - Estimated cost to provide quarterly routine inspection, minor periodic maintenance and repairs for the equipment in the clubhouse exercise room. Based on a verbal estimate from Universal Fitness. Pool & Spa Utilities - Cost to provide gas, heating service to the indoor lap pool, and electric service to the two pool facilities. Pool & Spa Management - Indoor I Outdoor - Cost to provide, water analysis and' chemical application for the indoor lap pool on a year round basis and the outdoor pool on a seasonal basis. Cost estimate provided by Freestyle Pool Management . Pool & Spa Supplies / Repairs - Cost for miscellaneous supplies such as first aid kits, pool skimmers, etc. Also included is the cost for minor repairs to the coping tiles, pools surfaces, and spot repainting of the pool arid/or spa. Putting Green Maintenance - Estimated cost, to perform minor repairs to the putting green artificial surface. ' Recreation Equipment Supplies /Maintenance - Cost to provide miscellaneous recreation supplies as needed such as billiard balls, pool cues, tables, chairs, etc. Reserve & Deferred Maintenance Expenses 1/2 Asphalt 1 Cap - The annual amount set aside tore3lace an estimated 5,905 SY'of 1 '/2 cap asphalt at a cost of $7.00 per SY over a useful life of 20 years. Asphalt .Sealcoating -.The annual amount set aside to perform a sealcoating of an SY of roadway at a cost of $1 .O4SY over a useful life of 5 years. . estimated 5,905 Concrete Sidewalk Reserves - Theannual. amount set aside to replace 50% of an estimated 122,805SF of concrete at a cost of $6.75SF over a useful life of 30 years.- sidewalk Clubhouse Furnishings - Estimated cost to replace clubhouse furnishings, such as tables, chairs, fixtures, etc Clubhouse Reserves - The estimated cost to fund the replacement of the roof, gutters, siding, and other such items in the Association c1ubhouse Pool Reserves - The cost to perform the replacement of the pool deck after an estimated • 30-year useful life. Tennis Court Reserves - The cost to resurface and re-stripe the tennis courts every 15 years, along with the costs associated with replacing the fence after a 25-year useful life: • Walking Path Reserves - The cost to replace' 52 CY of wood chip surface, for the Walking . . path at a cost of $25.00 per CY every other year mpdenbep'gh "INSURANCE GROUP Post Office Box i000 Main Street 'Plaza 1000, Suite 100 •Voorhees, New Jersey 08043. 8564899100 8564899101 Fax www.hardenberghins.com February .18, 2004 . . . . . . Planned Real Estate Development New Jersey Department of Community Affairs CN 805 Trenton, N J 00625 SUBJECT Letter of Adequacy - Village Grande At English Mill Homeowner Association To WhomitMay Concern: In accordance with your request, this letter verifies that we have reviewed the necessary insurance requirements for the above association and believe the following coverages are adequate to properly insure this Association. Property Insurance should be provided in order to cover the Club Houses, Pool House, etc., and its contents for replacement cost in case of destruction by fire, lightning, etc Coverage should be provided on an All Risk Peril basis Comprehensive General Liability coverage should be written for common elements. This coverage will include non-owned and hired automobile coverages with limits of liability suggested to be at $1,000,000.. An Excess Liability coverage should be provided on an Umbrella form with at least a $1,000,000 limit of liability Higher limits of liability should be considered by the Board of Directors upon, placement. . . . . '• Fidelity coverage should he purchased to protect the association from fraudulent and dishonest acts of its employees or board members. ..A minimum policy limitation should be $50,000 The limit obtained should be equal to or greater than three months of the total operating budget plus accumulated reserves. . Workers' compensation coverage will provide coverage for injuries to employees during the course of their Benefits are based on statutory requirements for the employment. State of New Jersey based on a "if any" payroll for the first year of operation. This is an auditable exposure based on payroll of the employees of the association. , CELEBRATING OUR 50TH ANNIVERSARY PROTECTING SOUTH JERSEY SINCE 1954 _yd • HapdenbePgh INSURANCE GROW Post Office Box 1000 Main Street Plaza 1000, Suite IQO Voorhees, New Jersey 08043 856.489.9100 856.489.9101 Fax www.hardenberghins.com February 18, 2004 Planned Real Estate Development New Jersey Department of Community Affairs CN 805 Trenton, N J 00625 SUBJECT: Letter of Adequacy - Village Grande At English Mill Homeowner Association To Whom it May Concern: In accordance with your request, this letter verifies that we have reviewed the necessary insurance requirements for the above association and believe the following coverages are adequate to properly insure this Association. Property Insurance should be provided in order to cover the Club Houses, Pool House, etc, and its contents for replacement cost in case of' destruction by fire, lightning, etc. Coverage should be provided on an All Risk Peril basis. Comprehensive general Liability coverage should be written for common elements. This coverage will include non-owned and hired automobile, coverages with limits, of liability suggested to be at $1,000,000. An Excess Liability coverage should be provided on an Umbrella form with at least a $1,000,000 limit of liability. Higher limits of liability should be considered by the Board of Directors upon placement. . . Fidelity coverage should be purchased to protect the association from fraudulent and dishonest acts of its employees or board members. A minimum policy limitation should be $50,000. The limit obtained should be equal to or greater than three months of,the total operating budget plus accumulated reserves. Workers' compensation coverage will provide coverage for injuries to employees during the course of their employment.' Benefits are based on statutory requirements for the 'State of New Jersey based on a "if any" payroll for the first year of operation. This is an auditable exposure based on payroll of the employees of the association. PROTECTING SOH JERSEY SINCE 1954 CELEBRATING OUR 50TH ANNIVERSARY Planned Real Estate Development February 18, 2004 Page S Directors and Officers coverages should be provided for the officers of the association with limits of at least $1,000,000. This coverage should include past and present members of • the board as well as committee persons. It should insure both the officers and directors of the • corporation and the entity itself. Certainly we recommend that each individual homeowner purchase his own insurance to protect his or her personal liability and property. If the above insurance policies were placed in force, we feel that the association would be adequately insured. The projected cost based on Full occupancy, Phase II fully completed 397 units with amenities is $35,000. • Regards, • )t John McCrudden Vice President JM/lg EXHIBIT 3 SAMPLE CONTRACT FOR SALE OF REAL ESTATE RESCISSION PERIOD NOTICE TO THE PURCHASERS: THE PURCHASER HAS THE RIGHT TO CANCEL THIS CONTRACT OR AGREEMENT BY SENDING OR DELIVERING WRITTEN NOTICE OF CANCELLATION TO, THE DEVELOPER BY MIDNIGHT OF THE SEVENTH CALENDAR DAY FOLLOWING THE, DAY ON WHICH IT IS EXECUTED. SUCH CANCELLATION IS WITHOUT PENALTY AND ALL MONIES PAID BY YOU SHALL BE PROMPTLY REFUNDED IN THEIR. ENTIRETY. NOTICE TO THE PURCHASER AND SELLER: WITHIN THE FIRST THREE BUSINESS DAYS OF THIS SEVEN DAY PERIOD,. EACH PARTY MAY CHOOSE TO CONSULT AN ATTORNEY WHO CAN REVIEW AND CANCEL THE CONTRACT. SEE SECTION 30 ON ATTORNEY REVIEW FOR DETAILS. CONTRACT FOR SALE OF REAL ESTATE THIS CONTRACT, dated 200, is between the SELLER: D.R. HORTON, INC.-NEW JERSEY, a Delaware Corporation, 20 Gibson Place, Freehold, New Jersey 07728; and SS The BUYER(S): SS:# ADDRESS HOME TELEPHONE NO.. WORK TELEPHONE NO. TABLE OF CONTENTS Paragraph # and Heading Page 1. Sale and Purchase ............................................ 3 2. Property ...................................................... 3 3. Purchase Price .............................................. 3 4. Payment of Purchase Price ................................... 3 5. Mortgage Contingency ........................................ 4 6. Deposits ..................................................... 6 7. House to Sell Contingency ................................... 7 8. Exclusions .................................................. 7 9. Closing Charges ............................................. 7 10. Adjustments ................................................ 8 11. Closing of Title ........................................... 8 12. Title ....................................................... 9 13. Possession ................................................. 9 14. Fire and Other Casualty .................................... 9 15. Changes in Construction .................................... 9 1 593772.04 16. Insulation . 10 17. Decorator Selections ......................................10 18. Default of Buyer .............................................10 19. Delay of Seller ..................................................11 20. Warranties .........................................................11 21. Membership in Association ......................................12 22. Common Property ...........................................13 23. Site Visits .........................................................13 24. Preoccupancy Homeowner Orientation ............................14 25. Entire Agreement ..........................................14 26. Assignment, Binding Effect, Recording .......................15 27. Notices ........................................................15 28. Headings .........................................................15 29. Governing Law ...................................................15 30. Attorney Review .............................................15 31. Modifications ..............................................16 32. Real Estate Broker ...............................................16 33. Power of Attorney .........................................16 34. Megan's Law Statement ........................................17 35. Public Offering Statement .................................. 18 '2 593772.04 THE SELLER AND THE BUYER AGREE AS FOLLOWS: 1. Sale and Purchase. The Seller will sell and the Buyer will buy the Property under the terms of this Contract. 2. Property. The word "Property" as used in this Contract includes (a) through below: (c) (a) All of the land, buildings and other improvement on the land, located in the Township of Egg Harbor, County of Atlantic, and State of New Jersey, designated as Lot in Block , as shown and laid down on the map entitled Section filed in the Office of the Clerk of Atlantic County, on 200, as Map No File (b) The house and land known as the Model, with the Elevation, on Job No (c) Street Address: 3 Purchase Price (a) Base Price (b) Optional Extras Total Extras (c) Total Purchase Price 4 Payment of Purchase Price (a) The Purchase Price is to be paid as follows (1) Deposit at signing of this Contract $_________________ (2) Additional Deposit Due 3 593772.04 Mortgage Amount (See Section 5 of this (3) Contract: $__________________ (4) Balance at Closing by certified check, or bank check: 5. Mortgage Contingency. Type of Mortgage: Amount of Loan: Length of Mortgage: Interest Rate: If Paragraph 4(a) (3) above contains a "Mortgage Amount", then this Contract shall be contingent upon Buyer obtaining a mortgage loan; if no amount is shown then this Contract is not contingent upon Buyer securing a mortgage. Buyer agrees to make a written application for a mortgage loan with an institutional lender ("Lender") in the amount set forth in Paragraph 4(a) (3) within 10 days after the date of this Contract and provide Seller with a copy of the written application within 7 days of the expiration of such 10-day period. IF SUCH APPLICATION IS NOT TIMELY SUBMITTED TO LENDER, THE OBLIGATION OF EACH PARTY TO PERFORM SHALL BECOME FIXED AS IF NEVER SUBJECT TO ANY MORTGAGE CONTINGENCY, AND THIS CONTRACT SHALL BECOME BINDING. The terms of the mortgage loan will be those specified above in this Paragraph S. Buyer shall provide Lender with all necessary informatiox and documentation at the time of the application, and shall provide Lender with any additional information or documentation within five days. after Lender requests same. If Buyer fails to provide such information or documentation, then Buyer shall be in default of this Contract. .Buyer shall pay to Lender all applicable fees and charges for the application and/or commitment. This mortgage contingency clause shall be deemed satisfied, and Buyer will be required to go forward with the purchase, upon issuance of a commitment to make a mortgage loan by Lender, regardless of the terms or conditions of the commitment. In particular, and without limitation, this mortgage contingency clause shall be satisfied if the commitment is conditioned on Buyer selling a home, having a job and/or providing additional information or documentation. Once the Buyer receives a commitment, any subsequent change in the Buyer's credit, financial condition, employment or otherwise shall be at Buyer's risk. In addition, if the mortgage commitment must be extended, renewed or reissued, and as a result the interest rate or other terms or conditions or the 4 593772 .04 commitment change, the Buyer agrees to accept and/or fulfill any such new interest rate, terms and/or conditions If the Lender issues a commitment to make a mortgage loan, the Buyer will promptly sign the commitment, provide a copy to Seller and take all actions necessary to satisfy any conditions and contingencies so that closing of title can take place in accordance with Paragraph 11 of this Contract Failure of Buyer to sign the commitment or to satisfy any conditions and contingencies shall be deemed a default of this contract by Buyer. Buyer hereby authorizes the Lender to release to Seller, upon Seller's request, all information contained in and. regarding Buyer's mortgage loan and loan application. If Buyer has not received a mortgage commitment within 30 days after the date of this Contract (the "Mortgage Contingency Date") , or has been denied a mortgage loan prior to the Mortgage Contingency Date, Buyer may (a) elect to waive the mortgage contingency and complete the purchase without a mortgage, or (b) request that Seller extend the Mortgage Contingency Date for up to 30 days, or, or (c) request a cancellation of this Contract and a refund of Buyer's deposit without interest Any request to extend the Mortgage Contingency Date or request to cancel the Contract must be in writing received by Seller before the Mortgage Contingency Date and contain copies of documents proving that Buyer had made timely application for the mortgage and that the application was either denied or is still awaiting determination IF SUCH REQUEST IS NOT TIMELY GIVEN, THE OBLIGATION OF EACH PARTY TO PERFORM SHALL BECOME FIXED AS IF NEVER SUBJECT TO ANY MORTGAGE CONTINGENCY, AND THIS CONTRACT SHALL BECOME BINDING. if Seller elects to extend the Mortgage Contingency Date, Seller shall notify Buyer within 5 days of receipt of the Buyer's request, and if at the end of the commitment extension a mortgage commitment has still not been issued, then Buyer may, (a) elect to waive the mortgage contingency and complete the purchase without a mortgage, or (b) request the cancellation of this Contract and a refund Buyer's deposit without interest If Buyer's mortgage application is denied or if Buyer requests a cancellation of this Contract within the mortgage contingency period or any extension of the mortgage contingency period agreed to by Seller, then Seller shall, at Seller's option elect within ten (10) days either to (1) refund Buyer's deposit without in or (2) direct Buyer to apply for a mortgage commitment consistent with the terms of this Contract to a lending institution 5 593772.04 selected by Seller, and Buyer agrees to timely complete and execute all documents, fully comply with all reasonable requests of such lender, and pay all reasonable fees and costs in connection with such application. Buyer represents that Buyer has sufficient cash available, together with the proceeds of the mortgage loan referred to in Paragraph 4(a) (3), if any, to consummate the acquisition of the Property pursuant to this Contract. Seller makes no representations or warranties about Buyers ability to obtain a mortgage loan or the interest rate or terms of such a loan. 6. Deposits. Subject to the next paragraph, the Seller will hold all money paid by the Buyer under this Agreement prior to closing in escrow. The Seller may not use or keep that money (a) until closing of title, or (b) unless the Buyer breaks a promise made in this Contract, as discussed in Paragraph 18 below. If, under the terms of the Contract, the Buyer has the right to terminate the Contract and elects to exercise that right, Seller will return to Buyer all money paid by Buyer. This money will be held in an escrow account of Grande Title Agency, LLC, ("Escrow Agent"), in Commerce Bank Berlin Office, 247 S. White Horse Pike, Berlin, New Jersey 08009. This means that the Seller receives all deposit monies in trust (in escrow) and will hold same until closing of title or termination of this Contract. The Seller may, in its sole discretion, cause the deposit account to be interest bearing. Any interest earned on the deposit monies intrust will be paid to the Seller. Interest on the deposit monies will 'not be applied as a credit for the benefit ofthe Buyer toward other sums owed by the Buyer, to the Seller under this Contract. The Developer has obtained a "Down Payment Bond" from Fidelity and Deposit Company of Maryland in a form acceptable to the Division of Codes and Standards of the New Jersey Department of Community Affairs so as to permit the Developer to obtain use prior to closing of the deposit monies being held by the Escrow Agent. The Down Payment Bond has been given to the Escrow Agent. The Developer and the Escrow Agent have entered into a formal agreement acceptable to the Division of Codes and Standards of the Department of Community Affairs that allows the Escrow Agent to release the Buyer's deposit monies from escrow to the Developer prior to closings of title but not to exceed, in the aggregate, the face amount of the bond. . Under the agreement, if the closing of title does not take place and the Buyer is legally entitled to a return of all or a portion of the 6 593772 .04 deposit monies and the Developer is unable to return same, the Escrow Agent is empowered to draw against the bond to the extent necessary in order to refund the deposit monies to which the Buyer is legally entitled. A copy of the Agreement is reproduced as Exhibit 9 o f the Public Offering Statement and includes a copy, of th Down Payment Bond. Under no ' circumstances can the Escrow Agent release the Buyer's deposit monies to the Developer before the Buyers seven (7) day right to rescind (cancel) his Contract for Sale of Real Estate has expired without 'the buyer exercising' such right to rescind. 7. House to Sell Contingency. This Contract is [ I or is not [ Y subject to the sale of any other real estate. If this Contract is subject to' the sale of other real estate, then a rider detailing the terms of such subject to sale shall be attached to this Contract. 8. Exclusions. Unless included as extras in Paragraph 3 above, all of the items shown in the model home (s) are excluded from this sale. Such items include, but are not limited to: all furniture; special flooring and carpeting; wallpaper; window treatments; special lighting; outlets, light bulbs and all other electronic devices; decorator floors; decorator built-ins; decorator ceramic and vinyl tile; built-ins and bookcases; shelves and special mirrors; special interior trim; special interior decorator paint colors; painted interior garage walls, ceiling and floors; painted basement floor and walls; upgraded appliances; special exterior, trim and siding materials; special exterior paint; oversized driveways; and fencing, irrigation, landscaping-,and special walkways. All extras or special items displayed in the models or sales exhibition center will be identified as such. 9. Closing Charges. Buyer is responsible for paying all costs relating to recording the deed, a title search, title examination and title insurance policy as well as purchasing a survey through Seller, if requested. If this is a sale containing a mortgage contingency, then Buyer shall also pay all costs relating to the mortgage, including, without limitation, application fee, credit report, appraisal, mortgage title insurance, hazard insurance, recording fees and any fees or costs required by the mortgage lender, such as escrows and prepaid charges. Buyer is also responsible upon the acquisition of title to his Home to pay to the Association a working capital contribution equal to $550.00. This payment is non-refundable and non-transferable and shall be available to the Association, whether under Developer or unit owner control, as the Board 7 593772 .04 shall deem appropriate for (i) the off-set of cash flow or budget deficits, (ii) payment of operating expenses, (iii) operating contingency reserves, (iii) repair and replacement and/or deferred maintenance reserve,: (iv) working capital reserve, and/or (v) any other lawful purpose (s) permitted by the Governing Documents. In addition, Buyer will also pay to the Association in advance his/her pro-rata portion of this monthly maintenance fee due to the Association for the month in which the closing takes place based upon the number of days left in the month as the time of closing as set forth in the Association's budget. Beginning with the first full month of occupancy, the monthly maintenance fee will be paid on monthly basis to the Association as ,,a provided in the Public Offering Statement. Seller shall be responsible for the real estate transfer tax due upon the closing of title. 10. Adjustments. Taxes for the current year, municipal assessments, maintenance fees, utilities, water and sewer charges, and interest, if any, are to be apportioned as of the date of closing. 11. Closing of Title. (a) Seller estimates that construction of the house will be completed on or about 200 (the "Closing Bate"). (b) Closing of title will take place on the Closing Date at the time specified by Seller in a notice by telephone or mail to Buyer or Buyer's attorney. Closing will take place at 700 East Gate Drive, Mt. Laurel, New Jersey 08054 or at such other place as is specified in Seller's notice. The closing of title will occur only after the Seller has received either a temporary or final certificate of occupancy for the Property. If the closing is postponed by the Buyer because of the Buyer's refusal or inability to close on the date and time specified by Seller, then Seller shall have the option, but not the obligation, to postpone the closing date on at least seven (7) days prior written notice to Buyer. I TIME SHALL BE OF THE ESSENCE FOR ANY POSTPONED CLOSING DATE. This means that if Seller postpones the Closing, Buyer must close title on' such postponed closing date or forfeit its deposit as provided in Paragraph 18 of this Contract. Also, Buyer shall pay. to Seller at closing an additional One Hundred Fifty Dollars ($150.00) per day for each day the Closing is delayed by the Buyer, not to exceed 10 of the purchase price, reprssent±ng all carrying 593772.04 charges on the Property, such as taxes, insurance, interest, etc. 12 Title. Seller agrees to deliver a Bargain and Sale Deed with Covenants as to Grantor's Acts, Affidavit of Title and appropriate corporate resolution at closing of title Title shall be good and marketable such as will be insured at regular rates by a reputable title company free and clear of all liens and encumbrances, except the Property shall be subject to ordinances, statutes and regulations of any and all municipal or other governmental authority having jurisdiction, easements, grants, covenants or restrictions, the Declaration of Covenants and Restrictions, street dedications and public utility rights recorded or to be recorded, and such state of facts that an accurate survey may disclose, provided same do not prevent use of the Property for one family dwelling purposes The willingness of Grande Title Agency, L L C , 185 West White Horse Pike, Berlin, New Jersey 08009, to insure title to the Property shall constitute good and marketable title. Buyer is not required to use the services of Grande Title Agency, L L C to obtain title insurance Grande Title Agency, L L C is affiliated with the Seller. If Seller is unable to deliver the status of title set forth in this Paragraph, Buyer's remedy will be in accordance with Paragraph 19 of this Contract 13 Possession Possession will be given by delivery of the Deed upon closing of title and receipt by Seller for the full purchase price and all other monies due it pursuant to this Contract. Buyer agrees not to enter into possession of the Property at any time or for any, reason prior to closing 14 Fire and Other Casualty. The risk of loss or damage to the Property by fire or otherwise until closing of title is on Seller. 15 Changes in Construction Seller shall have the right to make substitution of materials and/or equipment and to make changes to Selections whenever Seller shall find it necessary or expedient in its absolute discretion, provided that such substitutions or changes are of comparable or better quality. Seller also reserves the right to determine the location and physical layout of the house on the lot Seller makes no representations as to the final grade of the lot or the existence of any trees or landscaping on the lot Seller shall not be responsible to remove any debris or trees beyond the area of the lot disturbed by Seller. 9 593772.04 16. Insulation. In compliance with Federal Trade Commission Regulations, the following information concerning insulation in your home is furnished: (a) The developer installs fiberglass batt type of insulation which is manufactured to have an R value of 13 outside walls and R-30 in ceilings below attic space R-30 insulation shall be installed in the floors of living spaces above unconditioned space Certain exterior walls and/or cathedral or volume space may require R-19 insulation, (b) For slab on ground floors, the developer installs 1" rigid foam perimeter insulation, which is manufactured to have an R value of 5, horizontally beneath the slab for a minimum total distance from the exterior walls of 24 inches, (c) The primary entrance door is an insulated steel door and is weather stripped Windows and sliding doors are dual glazed thermo break equipped Anti air infiltration measures taken include the installation of a sill seal (d) The manufactured thickness of the above types of insulation is as follows R-13 is 3-5/8",,R-19 is 5-1/211 , R- 30 is 911 , R-5/rigid foam perimeter foundation insulation is 1" 17 Decorator Selections Buyer agrees to make decorator, appliance, optional extra item selections (collectively, "Selections") within ten days of the Seller's request that they be completed If Buyer fails to make the Selections within this time period, Seller, in its exclusive discretion, shall have the right to make such Selections for Buyer and Buyer agrees to accept and pay for such Selections. Any Selections made by Buyer shall only be made by Seller if Seller agrees to do so in writing 18 Default of Buyer. Should Buyer fail to make payments, or violate any other term, condition or covenant of this Contract or fail, for any reason, to close title (i.e., complete the purchase) according to the terms and conditions of the Contract, the Buyer will be in default (i.e., will have broken Buyer's promises in this Contract) . If the Buyer is in default, the Seller may retain the deposit (but not more than ten (10%) percent, of the purchase price), plus the total of all monies paid by Buyer for options, upgrades, extras and custom changes installed Seller will retain the money either on account of the purchase price or as liquidated damages Liquidated damages are a fixed amount to be paid to Seller which the parties agree will be a reasonable estimate of the damages in the event of Buyer's default, since Seller's actual damages would be difficult to establish If Seller elects to retain the money as liquidated damages, this Contract shall become null and void In the event either party hereto shall institute legal proceedings in connection with, or for the enforcement of this Paragraph 18, the prevailing party 10 593772.04 shall be entitled to recover its costs of suit, including reasonable attorney's fees, at both trial and appellate levels. 19 Delay of Seller. Should Seller be unable to fulfill its obligations under the terms of this Contract for reasons beyond its control, the Seller may postpone the closing for up to six (6) months from the date originally scheduled for closing by notifying the Buyer in writing that the' closing has been postponed. If, after this period has expired, the Seller is still unable to perform its obligations under this Cbntract for reasons beyond its control, the Buyer may terminate this Contract by so notifying the Seller in writing or the Seller may terminate this Contract for circumstances beyond its control In such event, Buyers sole, legal or equitable remedy will be to receive a refund of all deposit monies and all monies paid to Seller for options, upgrades, extras and custom changes, together with the costs of title examination and survey actually incurred The Buyer agrees that if this Contract is postponed and/or terminated under this Paragraph, the Seller will not be responsible for any expenses which the Buyer might incur as a result of the delay or termination Such expenses include, but are not limited to, storage of the Buyer's furniture or other personal property and/or substituted housing as well as mortgage commitment extension fees 20. Warranties. The Seller warrants its construction of the Homes as follows a. In accordance with the provisions of the New Jersey New Home Warranty and Builders' Registration Act (N.J.S.A. 46:3B-1 et seq.), the Seller shall enroll each Home, at or prior to closing, in an approved warranty security plan and shall pay all requisite fees/premiums for such enrollment and coverage, provided, however, any deductibles for such warranty coverage shall be the obligation of the purchaser. b. The Seller warrants that any outbuildings, driveways, walkways, patios, decks, retaining walls and fences shall be free from substantial defects due to material and workmanship for a period of one (1) year from the date of closing or from the date of possession, whichever first occurs. C. The Seller warrants that all drainage is proper and adequate, and all off-site improvements, if any, will be free from defects for a period of one year from the date of construction 11 593772.04 d. The Seller warrants that all Homes offered hereby are fit for their intended use e. The Seller warrants that all the common facilities are fit for their intended use and Seller warrants the construction of same for a period of two (2) years from the date of completion of each facility. The Seller, shall repair or correct any material defect in construction, material or workmanship in the common facilities within a reasonable time after notification of the defect f The Seller also warrants that the residential dwelling shall substantially conform to sales models, descriptions or plans used, if any, to induce the purchaser to enter into this Contract to purchase a Home, unless otherwise noted herein g All landscaping installed by Seller is warranted for one year from the date of installation, however, the Seller does not warrant any trees and natural growth which existed on the Property prior to Seller's construction on the Property. h At the time of closing of title to a Home the Seller will assign to the Purchaser all assignable manufacturers' or suppliers' warranties or guarantees as to materials, appliances, fixtures and equipment The manufacturer or contractor providing any such warranty shall be primarily liable to correct any defect in the warranted item for the duration of the warranty. Seller does not independently warrant any such appliances, equipment or other personal property except to the extent required under this Paragraph 20. SELLER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY ARISING BY VIRTUE OF LAW OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WITH RESPECT TO THIS CONTRACT THIS MEANS THAT THE ONLY WARRANTIES WHICH ARE GIVEN BY SELLER TO BUYER ARE THOSE LISTED IN THIS PARAGRAPH 20 BY SIGNING THIS CONTRACT BUYER ACKNOWLEDGES THIS DISCLAIMER BY SELLER. SELLER ALSO EXPRESSLY DISCLAIMS LIABILITY FOR ANY CONSEQUENTIAL DAMAGES ARISING OUT OF ANY BREACH OF ANY WARRANTY THIS MEANS THAT SELLER WILL NOT BE RESPONSIBLE IF ANY PERSONAL PROPERTY IS DAMAGED BECAUSE OF A DEFECT IN ANY WARRANTED ITEM 21. Membership in Association. Upon closing of title, Buyer will automatically become a Member of The Village Grande at English Mill Homeowners Association ("Association") . Buyer will be a Member of said Association for so long as Buyer owns the Property. Buyer agrees to abide by 12 593772.04 the Associations By-Laws and any Rules and Regulations that may, from time to time, be promulgated by the Association and/or Board of Directors. The Association and the Buyer's membership in the Association are subject to all of the terms of the Declaration of Covenants and Restrictions which has been or will be recorded for the Association and the Certificate of Incorporation, By-Laws and Rules and Regulations of the Association, as same may be modified after the date hereof All of the foregoing documents of the Association are referred to collectively in this Agreement as the "Governing Documents" The Governing Documents and their exhibits set forth the rights and obligation of Buyer, the Association and other Dwelling Owners as well as the Budget for the Association The Public Offering Statement which has been prepared for this Community contains copies of the Governing Documents 22 Common Property. Buyer will acquire such beneficial interest in the Common Property of the Community as set forth in the Governing Documents. The Common Property will be managed, operated and maintained by the Association for the benefit of all owners of Property in the Community. The funds necessary to operate and repair the Common Property (as well as other common expenses and the cost of services provided by the Association) are obtained by the Association through the monthly maintenance fees which are allocated among Buyers in accordance with the Governing Documents. Buyer shall consult the Public Offering Statement, or the Governing Documents as applicable, in order to determine the kind, nature, extent, capacity and availability, of the Common Property, including improvements installed or to be installed When Buyer is the owner of the Property, Buyer will be entitled to use the Common Property for the purposes of which intended This right is governed by and subject to the Governing Documents. Buyer should consult the Public Offering Statement and Governing Documents, as applicable, for the Community the for limitations and restrictions which are imposed or exist upon the use and availability of the Common Property. 23 Site Visits Buyer, and its invitees, agents and contractors, shall not do any work whatsoever in the house prior to closing of title. Furthermore, insurance regulations preclude Buyer from entering the Property at any time without being accompanied by Seller's Representative. All visits shall be by appointment and only at the convenience of Seller. It is expressly agreed that a breach of this paragraph shall entitle Seller to exercise all rights and remedies it might have against Buyer. Buyer hereby assumes 13 593772.04 all risks and loss relating to Buyer's entering of the Property prior to closing. 24. Preoccupancy Homeowner Orientation. Seller will specify the time and date for a homeowner orientation and inspection of the Property by Buyer. This orientation and inspection will be conducted within one to three days prior to closing. Those items which may be required to be completed or repaired in order to satisfy building code or Warranty Act standards will be entered on a preoccupancy inspection report. The listed items will be repaired or completed as soon as possible after closing. Defects in painted surfaces, chipped porcelain,. plumbing fixtures, kitchen appliances, countertops, carpeting, flooring, chilled tiles, screens, glass surfaces or similar defects not noted on this walk through or correction are excluded from the Seller's responsibility. It is understood that as long as a certificate of occupancy has been issued, the listed items shall not constitute a bar to closing of title, and that the closing of title will be held in accordance with this Contract. Seller represents that there are no known defects in the construction of the Dwelling that is the subject of this Contract or of the common areas and facilities that the Buyer could not detect with a reasonable inspection under this Paragraph. 25. Entire Agreement. This Contract and the Application for Registration filed with the New Jersey Department of Community Affairs constitute the entire agreement between Seller and Buyer and supersedes all prior agreements between the parties. There are no other agreements, understandings or representations other than those contained in this Contract or in any other written instrument which is made a part of this Contract and signed by Buyer and Seller. No salesperson, broker or other person has any authority to modify the terms of this Contract or to make, any other agreements, representations or promises. Unless expressly referenced in this Contract, the model homes, sale brochures, advertising and other promotional materials are not part of this Contract. This Contract shall not survive closing, of title and delivery of the deed but, instead, shall merge into the deed. 14 593772.04 26.. Assignment, Binding Effect, Recording. Buyers interest and obligations under this Contract cannot be assigned I (i.e. transferred to another party) without Seller's written consent. This Contract will bind and inure to the benefit of Buyer and Seller and their respective permitted successors, assigns, or personal representative. This Contract shall not be recorded in the office for the recording of deeds or in any other office of public record. 27. Notices. Except for the notices described in Paragraphs 11 and 30, all required notices shall be in writing and sent by certified mail, return receipt requested, postage prepaid, to the address shown in this Contract. Notice is deemed given twenty-four (24) hours after mailing. Notice may also be given by personal delivery, overnight courier or facsimile mail. In such event, notice shall be deemed given when received by the recipient. 28. Headings. The headings in this Contract are for convenience only and do not affect the meanings or interpretations of the terms and conditions. 29. Governing Law. This Contract is governed by New Jersey law. If any part of this Contract is deemed illegal or unenforceable, the rest of the Contract will, at Seller's option, remain in full force and effect, or in the alternative, Seller may cancel this Contract and refund all monies paid to Seller by Buyer and Seller and Buyer will have no further rights or liabilities to each other at law or equity. 30. Attorney Review (a) Study by Attorney Buyer and/or Seller may choose to have an attorney study this Contract. If an attorney is consulted, the attorney must complete his or her review of the Contract within three (3) business days (as calculated below). The Contract will be legally binding at the end of this three (3) day period unless an attorney for Buyer or Seller reviews and disapproves of the Contract. (b) Counting the Time. The parties count the three days from the date of delivery of the signed Contract to Buyer and to Seller. You do not count Saturdays, Sundays or legal. holidays. Buyer and Seller may agree in writing to extend the three (3) day period for attorney review. 15 593772.04 Notice of Disapproval (c) If an attorney for Buyer or Seller reviews and disapproves of this Contract, the attorney must notify the Broker(s) and Buyer and Seller within the three (3) day period, otherwise this Contract.will be legally binding as written. The attorney must send a notice of disapproval to the Broker(s) and Buyer and Seller by certified mail, by facsimile, or by delivering it personally. The facsimile or certified letter will be effective upon delivery to the Broker's and Seller's respective offices and to Buyer at his or her address on page 1 of this Contract. The attorney may also, but need not, inform the Broker(s) and the parties of any suggested revisions in the Contract that would make it satisfactory. (d) Other Rights of Cancellation The provisions of subparagraphs a, b and c above are required by law due to the fact that this Contract is being completed by, a real estate broker. These. provisions do not modify or lessen any other rights of cancellation given in this Contract. Buyer should familiarize himself or herself with the other rights of cancellation as they are broader than those discussed above. 31.Modifications. Seller encourages Buyer to have an attorney review this Contract. Seller, however, is not required to accept any modification to this Contract. If Buyer or Buyer's attorney submits any proposed modifications during the attorney review period, Seller will have the right to treat that as a rejection of the Contract and promptly terminate the Contract and return Buyer's deposit. 32. Real Estate Broker. IF BUYER AND SELLER HAVE NOT BOTH SIGNED A COMPLETED REAL ESTATE BROKER, RIDER, THEN BUYER REPRESENTS THAT BUYER WAS NOT INTRODUCED TO THE PROPERTY BY ANY BROKER OR SALESPERSON. SHOULD ANY BROKER, SALESPERSON OR OTHER PERSON ASSERT A CLAIM FOR A COMMISSION OR FEE, BUYER AGREES TO BE RESPONSIBLE FOR THAT COMMISSION OR FEE. BUYER FURTHER AGREES TO PAY SELLER'S ATTORNEY'S FEES IF SELLER IS SUED FOR ANY COMMISSION OR FEE. 33.Power of Attorney. Buyer agrees that at the time of closing, Buyer will execute a power of attorney appointing Seller as Buyer's attorney-in-fact for the purposes of amending the Governing Documents without Buyer's prior consent if required by the title insurance company selected to insure title, a governmental or quasi-governmental agency, or as specifically provided for in the Governing Documents, so long as any such amendment does not reserve any additional special privileges to Seller under the Governing 16 593772.04 Buyer acknowledges that this power of attorney is Documents. coupled with an interest in the subject matter. 34 Age Restrictions The Buyer understands and acknowledges that the permanent residents of each Home within the Community must include at least one person who is at least fifty-five (55) years of age and that no children under 19 years of age shall be permitted to permanently reside in the Home Unless otherwise permitted by applicable laws, neither the Buyer nor any person(s) to whom the Buyer may sell, give or otherwise' transfer the Home may occupy the Home unless and until the Age Restrictions set forth in Article IX of the Declaration of Covenants and Restrictions have been satisfied Buyers hereby warrant and represent that the initial permanent residents of the Home and their dates of birth are as follows:. Name: Date of Birth: Name: Date of Birth: Name: _Date of Birth: 34. Megan's Law Statement. Under New Jersey law, the county prosecutor determines whether and how to provide notice of the presence of convicted sex offenders in an area. In their professional capacity, real estate licensees are not entitled to notification by the county prosecutor under Megan's Law and are unable to obtain such information for you. Upon closing, the county prosecutor may be contacted for such further information as may be disciosable to you. 17 593772.04 35. Public Offering Statement. THE BUYER ACKNOWLEDGES THAT PRIOR TO SIGNING THIS CONTRACT, THE SELLER PROVIDED THE BUYER WITH A COPY OF THE PUBLIC OFFERING STATEMENT FOR THE COMMUNITY AS CURRENTLY REGISTERED WITH THE NEW JERSEY DEPARTMENT OF COMMUNITY AFFAIRS. The Seller and the Buyer agree to the terms of this Contract by signing below. If a party is a corporation, this Contract is signed by its proper corporate officers and its corporate seal is affixed. NOTICE TO BUYER(S): YOU HAVE THE RIGHT TO CANCEL THIS CONTRACT BY SENDING OR DELIVERING WRITTEN NOTICE OF CANCELLATION TO THE SELLER BY MIDNIGHT OF THE SEVENTH CALENDAR DAY FOLLOWING THE DAY ON WHICH IT IS EXECUTED. SUCH CANCELLATION IS WITHOUT PENALTY, AND ALL MONIES PAID SHALL BE PROMPTLY REFUNDED IN THEIR ENTIRETY. BUYER(S): Buyer Buyer SELLER: D.R. HORTON, INC.-NEW JERSEY By: Authorized Agent of Seller 18 593772.04 Notice of Seller's Business Affiliations To: PROPERTY: [Horn eb uyer(s)] FROM: D.R.H0RT0N, INC. — NEWJERSEY DATE: [Seller] This is to give you notice that D.R. Horton, Inc. - New Jersey has a business relationship with: DHI MORTGAGE COMPANY, LTD. GRANDE TITLE AGENCY L.L.C. 700 East Gate Drive, Suite 115 GRANDE REALTY 185W. White Horse Pike Suite A Mount Laurel, NJ 08054 20 Gibson Place• Berlin, NJ 08009 Freehold, NJ 07728 The nature of this business relationship is that these companies are corporate affiliates,, each being wholly or partially owned by, or by a subsidiary of, the same parent corporation. Because of this relationship, this referral may provide D.R. Horton, Inc. - New Jersey a financial or other benefit. Set forth below is the estimated charge or range of charges by each company for settlement services listed. You are NOT required to use these companies as a condition of your purchase of the Property from D.R. Horton, Inc. - New Jersey or as a condition of your application for, or settlement of, a mortgage loan on the Property in connection with your purchase. THERE ARE FREQUENTLY OTHER SETTLEMENT SERVICE PROVIDERS AVAILABLE WITH SIMILAR SERVICES. YOU ARE FREE TO SHOP AROUND TO DETERMINE THAT YOU ARE RECEIVING THE BEST SERVICES AND THE BEST RATE FOR THESE SERVICES. DHI MORTGAGE COMPANY, LTD. Service I Charge or Range Processing Fee: (Conventional Loans Only) $350.00 GRANDE TITLE AGENCY L.L.C. Service Charge or Range Closing/Settlement Fee $300.00-$325.00 Lender's Policy (if simultaneous issue with $25.00 Owner's) Endorsements $25.00 each Examination Fee $90.00 Patriot Name Search $10.00 . $60.00 Notice of Settlement NOTE: A Good Faith Estimate of all settlement charges will be provided to you at or within three business days after loan application. ACKNOWLEDGMENT I/we have read this disclosure form and. understand that D.R. HORTON, INC. - New Jersey referring me/us to purchase the above-described settlement services from DHI MORTGAGE COMPANY, LTD., GRANDE TITLE AGENCY L.L.C. AND GRANDE REALTY and may receive a financial or other benefit as the result of this referral. Homebuyer Homebuyer Homebuyer Homebuyer EXHIBIT 4 SAMPLE DEED• Prepared by DEED THIS DEED is made this day of in the year 200_ between D.R. HORTON, INC..- NEW JERSEY,. having an office at 20 Gibson Place, Freehold, New Jersey 07728, referred to in this document as "Grantor", and: . . residing or located at referred to in this document as "Grantee" (The word "Grantee". includes all Grantees under this Deed.) . In return for the payment to the Grantor, by the Grantee of . ($ )Dollars, the Grantor grants and conveys to the Grantee a certain Home, located in the Township of Egg Harbor, County of Atlantic and State of New Jersey, specifically described as follows: , situated in The Village - Grande at English Mill (referred to in this Deed as the "Home") The conveyance evidenced by this Deed is made under the provisions of and is subject to the Planned Real •Estate Development Full Disclosure.- ,Act (N.J.S.A. 45:22A-21et seq.).,. as • amended, and any applicable regulations adopted under law. The conveyance evidenced by this Deed is also made in accordance with the terms, limitations, conditions, covenants, restrictions, easements, agreements, provisions and Exhibits set forth in that certain Declaration of Covenants and Restrictions for The Village Grande at English Mill recorded in the office of the Clerk of Burlington County in Deed Book at Page et as the-same.-may now or hereafter be lawfully amended The Home is now designated as Lot in Block on the municipal tax map of the Township of Egg Harbor. (or . as Account No.. (check box if applicable) No property tax identification number for the land is available at the time of this conveyance This Deed is also subject to all easements, terms, conditions, reservations, rights-of-way, air rights, covenants and other matters of record, all governmental statutes, •ordinnqes and. regulations, possible added assessments for the year of sale as set or levied under N J S A 54:'4-63.1' et seg .., and all facts that an accurate survey of the Development may disclose This Deed entitles the Grantee to have and to hold for its proper use and benefit forever the Home and all it is sub:ect to as described in this document. . . ;. .. . The Grantor covenants that the Grantor has done nothing which encumbers or adversely affects title to the Home or. the Property of the Development By the acceptance of this Deed, the Grantee consents to any future amendments or revisions of the Declaration or the By-Laws of The Village Grande at English Hill Homeowners Association, Inc (referred to in this Deed as the "Governing Documents"), which may be required by the laws or governmental agencies of the State of New Jersey in connection with the sale of an*y property described in the Governing Documents, and/or by any title insurance company insuring title to any otionof the 2 . . . 573579.01 . . . . . . . . . . . . ... . DevelopmentaL the Grantor's request; and/or by an Institutional Lender providing mortgage loans to owners If an amendment is •required for any One 'of the reasois described above, then the Grantee expressly agrees that.' the Grantor is authorized, on behalf of the Grantee, to..sign and" record any document necessary to make the amendment effective. This authority is called a power of attorney, and the Grantor, in exercising this authority, is 'referred to as the Grantee's attorney-in-fact. By this' Deed, the Grantee designates the Grantor as having this authority. This power of attorney will be binding upon anyone who claims an interest, in the Home by or through the Grantee, such as a mortgagee, other lienholders, a purchaser, a tenant or someone with an' interest acquired through a will or by operation of law. ' If an amendment is required for one of the reasons expressed, only the signature of the attorney-in-fact is required for the amendment to be effective.' However, ' the Grantor may not exercise its' authority as attorney-in-fact without a separate 'written consent of the Grantee if' the amendment would adversely and materially, affect the priority or validity of any Permitted First Mortgage, or the value of any Home The Grantee declares and acknowledges that' this power of attorney is coupled with an interest in the subject matter. The Grantee understands that the Grantor has caused the Governing. Documents to be adopted, recorded and binding on the owners of all Homes in the Development for the mutuàl.benefit.of. the owners of all Homes including the Grantor.' The Grantor, as the of feror of the Homes in the Community, the initial seller of Homes and 5735,79.01 3 ' thepresent owner of Homes has an. interest in the Comirunity. and in the amendment of the Governing Documents under the circumstances described For this reason, this power of attorney may not be revoked bythe Grantee. .. . . ., ... ... . . . The power of attorney will be effective until the sale of the last Home in the ordinary course of business; This power. • of attorney shall not be affected by the death or. disability of any principal. . . • • .. .. . The Grantor, has received the •, full payment from the • Grantee. . . . .. • • • •. .This.Deed is signed by the Grantor's corporate officers- and its corporate seal is affixed hereto on the date'. first mentioned above. • . . . . . . •• . . . ATTEST: . •... . . D.R. HORTON,. INC. - NEW JERSEY, Grantor • • • . By: . . . Secretary . . • •1 • , President . WITNESS • • • . Grantee . • • • .• . .. •.• . .. ... • • (L.S..) . .: • : • . . • • . . . •. Grantee . •. • . .• (L S Grantee • . .. . 4 . . . • . . 573579.01 . .. . •. . . . . . CERTIFICATE OF ACKNOWLEDGEMENT BY INDIVIDUAL STATE OF NEW JERSEY ) COUNTY OF ) S I am S , anoffi.cer authorized to take acknowledgements and proofs in this State I sign this acknowledgement below to certify that it wasmade before me. On , 200., erson appeared before me in person.' (If more than one person appears the words "this person" shall include all persons named who appeared before the officer and made this acknowledgement ) I am satisfied that this person is the person named in and who signed this Deed This person acknowledged signing, sealing and delivering this Deed as this person's act and deed for the uses and purposes expressed in this Deed (Officer's signature and title 5. 573579.01 CORPORATE PROOF BY THE SUBSCRIBING WITNESS STATE OF NEW-JERSEY') ss COUNTY OF day BE IT REMEMBERED, that on this before me the subscriber,..the of ,200, appeared personally authority, undersigned who, being by me duly sworn on oath, deposes and makes proof to my satisfaction that. - is the Secretary, of D R.. HORTON, INC. '- NEW JERSEY,. the corporation named' in the within Instrument; ' that is the President of said Corporation, that the execution, as well as the making of this Instrument, has been duly authorized by a proper resolution of the Board of Directors of the said Corporation; and 'th'at the seal affixed"tb• said Instrument is the proper corporate seal and was thereto affixed and said Instrument signed and delivered by said President as and for the voluntary act and deed of said Corporation, in the presence of deponent, who thereupon subscribed his name thereto as attesting witness, and that the full and actual consideration paid or to be paid for the transfer of title or realty evidenced by the within deed, as such consideration is defined in P L 1968, c 49, Sec 1(c), is Sworn to' an subscribed •before me, the date aforesaid. 6. 573579 01 EXHIBITS S • S S PROPOSED MANAGEMENT AGREEMENT WENTWORTH PROPERTY MANAGEMENT. Community Association Management Agreement THIS AGREEMENT, made as of March 1, 2004, by and betWeen THE VILLAGE GRANDE AT ENGLISH MILL HOMEOWNERS ASSOCIATION, (hereinafter the "Association11) and WENTWORTH PROPERTY MANAGEMENT CORPORATION, (hereinafter "Agent") WITNESSETH: 'In consideration of the mutual promises, terms and conditions as specifically set forth below, the parties agree as follows: •, . . S 1. APPOINTMENT. 1.01 . Association hereby appoints Agent as managing agent for the community known as THE VILLAGE GRANDE AT ENGLISH MILL HOMEOWNERS ASSOCIATION and situated in Atlantic County, New Jersey, (hereinafter the "Pro.pert') subject to the terms and conditions hereinafter set forth. 1.02: Agent agrees to provide management services to and for the Association for the term of this agreement, subject to the terms and conditions hereinafter set forth. . . •... ..., ... 2. TERM. .5. . . .. .. .. . . . . S •' .. The term of this agreement shall be for a period of two 2) year(s), beginning as of the date of the 2.01 first home closing and ending two years thereafter, provided that either party may terminate . this agreement, without cause, by providing the other with written notice such that the termination is effective at the end of the following month: . . . . . . . .. . 3. SCOPE OF SERVICES.. The Association specifically empowers the Agent, and the Agent agrees to perform all of the 3.01 . . . . . services set forth in this paragraph (3) three. 3.02 FISCAL MANAGEMENT. Agent shall assist the. Association in matters relating to its fiscal management, including, without limitation, the following: (a) RECEIPTS. Agent shall collect and, as appropriate, receipt for all, assessments and other charges due to the Association from its members or otherwise from Association operations including all rental or other income from concessionaires, if any. All such payments shall be received by Association's lock box at the financial institution selected from time to time by Agent. All funds received shall be immediately deposited in one or more Bank accounts titled to the Association. . (b) COLLECTIONS. Agent shall take such action as is reasonable and necessary to collect any delinquent receivables due to Association, provided that any such action is in accordance with law and Association policy and practices, as provided for by the Master Deed, Bylaws or Rules and Regulations of the AssociatiOn (hereinafter the "Governing Documents") or by the resolution of the governing body of the.' . Association (hereinafter the "Board"). Collection actiyity shall include late notices and imposition of late, fee charges, notice of delinquency, and referral to and coordination with legal counsel;. Agent-shall assist Association to review and revise collection policies and practices where appropriate. : . . • (c) DELINQUENT ACCOUNTS. Aent is authorized to take reasonable steps for collection of delinquent accounts. The Agent is authorized to assess each delinquent account a late: charge and .a delinquent processing charge, along with other charges for collection and lien fees, reflective of the costs of càllection, accounting; payment .plan "monitoring and legal proceedings. Agent shall be . paid an administrative charge of $75. 00 for the processing of any, accounts turned :over to the Association's attorney for collection (d) DEPOSITORY AccouNTs; All funds of th Association in the control of Agent shall be held in one or more depository accounts or investment instruments in the name of. the Association segregated from any other funds of Agent or otherwise. (e) DISBURSEMENTS. From the available funds of the Association, Agent shall disburse funds for operations, . capital and other budgeted, approved Or emergency expenditures (including Agent's . ... . . . . .' ,. compensation) subject to the terms and conditions herein set forth. . (f) FINANCIAL RECORDS. Agent shall maintain' the financial books and records of the. AssOciation, Including all contracts, purchase orders,. vouchers and receipted bills and such other information as may be reasonable or necessary in order to administer and account for the financial affairs of the Association. . . . . . S . .. . (g) REPORTS.. Agent shall submit to the designated representative(s) of the Board monthly financial reports, which may include (at the discretion of Association) (1) Cash. Receipts. and Disbursements Statement, (2). Profit and Loss Statement with Variance to Budget, (3) Balance Sheet, (4). Schedule of Aged Receivables, (5) Schedule of Open Payables, (6) 'Bank reconciliation, and '(7) such• other information as the Association may reasonably require (the "Financial Report"). Each Financial. Report shalt be completed and submitted to the designated representative(s) on or before the 20th day of' . . . , . . .. . ' .. the succeeding month. :. •. (h) PRIOR PERIOD ACCOUNTS. For the purpose of accounting continuity, Agent shall inut such financial information as is available to it-respecting operations prior to Agent's tenure and otherwise use reasonable efforts to establish accurate, opening period balances. Agent 'does not warrant the accuracy of any financial information that was not developed by Agent. . . .. . .. ., . .. (i) BUDGET DEVELOPMENT; Except where the Association has adopted a contrary, procedure, sixty (60)' days prior to the end of Association's fiscal. year. Agent shall submit . to Association a' recommended 'draft' operating budget for the next year (the draft "Budget")' The draft Budget shall be,. presented with such; support and documentation as' necessary to test the' credibility and assumptions utilized by Agent in the development of the draft Budget. , ' ' ., ' ,•, ',' . U) RESERVE' FUNDING Agent shall maintain Reserve funds as required. by Association and shall undertake to advise Association respecting investment alternatives and reserve estimate updates;. (k) ACCOUNTANT COOPERATION. Agent shall cooperate with Association's Accountant(s) or auditor(s) in connection with 'the' preparation of 'an 'independent financial statement or:'audit and. in connection with the preparation and filing of any tax returns required to be filed by the Association 303 CONTRACTS subject (a) Agent shall, to, the direction' of. Association, negotiate, execute, and make payments..'.' pursuant to. the approved terms of all contracts for goods or services required by the 'Association, including, without limitation, contracts for water, electricity, gas, telephone, maintenance contracts, .HVAC systems, fuel oil, landscaping, professional services, and contracts pertaining to such other goods ,and services required by the Association.:' (b) To the extent reasonably feasible, ,except as 'permitted or directed by the Association, 2 contracts for all amounts in excess of $1,000.00 in the aggregate in any one year with any one third party shall be solicited in a competitive bidding process, with the Agent making a recommendation to the Association based on price and competence. (c):Agent shall oversee'the initiation. and performance of all contracts and shall require, vendor. compliance With' the terms and conditions thereof, including without limitation (1)' provision of insurance certificates, (2) review of work quality, and (3) enforcement of warranties. (d) Agent shall maintain uniform purchasing systems and procedures.in order to conform to the policies established by Association, the terms and ponditions hereof, and generally accepted accounting principles. . . 3.04 EMPLOYEES. (a) On the basis of the Budget, job standards, and wage rates approved by the Association, Agent shall hire, pay, negotiate collective bargaining agreements with, supervise, and discharge managers, clerks, engineers, janitors, security, and other personnel as may be required to maintain and :. operate the Property. (b) All such personnel shall be, at the option of Agent, employees of the Agent orempióyees of the Association; however, under either circumstance, except as set forth in Exhibit A, attached hereto and made a part hereof, the cost associated with such personnel shall be the Association's sole responsibility. (c) Agent shall execute and file all tax returns and other instruments and do and perform all acts required as an employer under the Federal Insurance Contributions Act, the Federal Unemployment Tax Act, SUbtitle C of the Internal Revenue Code of 1954 and any applicable State tax act with respect to wages paid by the Agent, all at the expense of the Association. : (d) Association recognizes the importance and value of Agent's employees to their business and agrees to refrain from hiring, directly or indirectly, 'any person(s) who is or was employed by the Agent during the term of this agreement and for two years following the termination of this agreement without . . . . first obtaining written consent of Agent. (e) All of Agent's employees are subject to periodic training, education and certification programs, designed to provide such personnel with information respecting new procedures and developments and to reinforce their skills .and ability. Association shall cooperate with .Agent and periodically excuse Agent's employees from responsibilities at the Property so that employees can attend such programs. Programs. are scheduled so as to provide for minimum interference and continuity at work... Agent estimates that each employee shall be required to attend 40 hours of in-seMceprograms each year. 3.05 INSURANCE. (a) Agent shall assist the Association in procuring appropriate property and liability insurance, and such other coverage as may be necessary or desirable. . . (b) Agent shall maintain records of all insurance coverage carried by the Association and assist the Association in reporting and investigating any accidents 'or claims for damage relating to the ownership, operation, or maintenance of the common elements of the Association, including any damage . . . . . or destruction thereto. . (c) Agent shall assist the Association in responding to and taking such action to correct any noted deficiencies or" violations contained in any report, citation, or other communication from any insurance underwriter, association of fire underwriters, federal, state or local agency. 3 ':. COMMON ELEMENTS. . .' ': " '• 3.06' ..(a) Aeht shall use its bet efforts, to maintain' the Property, including alF common elements and limited common elements of the buildings, appurtenances, and grounds, in accordance with appropriate standards of safety and maintenance consistent. with "the character and budget limitations of The •. . Association. and maintain such preventative maintenance (b) Agent will, use its best efforts to' establish ; regimes and inventory' records as necessary in order to properly maintain the' Property and personalty owned by the Association and situate therein (c) Agent shall conduct regular inspections of the Property, not less than once per month, in order to determine the condition of the Property, the adequacy of the care and' 'maintenance thereof, and compliance with.all Association's rules and regulations. ' ' ' '..• . ' 3.07 'RULES AND REGULATIONS (a) Agent shall assist the Board to adopt, maintain and enforce proper' rules and regulations including architectural control issues.. (b) Agent will recommend action in the administration and enforcement of fines, legal actiOn', etc., with regard to infractions of the rules and regulations and in accordance with Association's policies, and procedures. ' ' ' ' , ' ' ' , ' ' '..• ' .' , (c)' Agent shall advise the Association respecting the laws and court debisions impacting on the enforcement of rules and', regulations and shall proceed to enforce such rules and regulations in. accordance with Association policies. (d) 'Agent will receive, log and cmmunicaté all written complaints regarding violations of any covenant of the Association;: 3.08 CAPITAL 'IMPROVEMENTS. , (a) Agent shall make such periodic recommendations as are necessary or appropriate to the Association with respect to capital improvements and reserves for capital improvements 3.09 :, PROPERTY MANAGEMENT TEAM: (a) Agent shall designate one of its emploees as the Community Manager for th 'Association. The Community Manager shall be the person primarily responsible for Agent's performance hereunder: and shall be the primary contact and liaison between Agent and Association (b) The Community Manager shall be assisted and supported by Wentworth personnel including; without limitation, the Regional Vice President to whom the Community Manager reports, 'the Executive Vice President for Operations, the Vice President - Finance staff, accountènts,bookkeepérs and.other accounting personnel, Wentworth's legal, construction and insurance specialists (c) In the event that the Community Manager'is, unavailable to perform required duties,.' . Wentworth 's senior management team shall intervene to insure continuity of services and resources 4 3 10 ASSOCIATION COMMUNICATIONS (a) Agent shall assist the Association in maintaining necessary and appropriate communications • with its, merñbers, including, without limitation, the provision of all notices required by the Governing Documents, information respecting the: Association to new members, and response to all inquiries or complaints • (b) Agent shall systematically log written inquiries, corresporiderce, and other matters reported to it by members and shall maintain appropriate copies and records thereof, (c) Agent shall maintain provisions for 24-hour access to the Agent for emergency, services 3.11 NON-FINANCIAL REPORTING (a) Agent shall communicate to the Association on a regular basis information respecting or, pertaining to legislation, court decisions, tax rulings, financial practices, litigation, insurance matters, correspondence, title transfers, work in progress, rules and regulation infractions, site conditions, maintenance issues, and any other matter or material relating to the affairs or operations of the Association (b) In the event of an emergency condition Agent shall report such condition to any officer of the . Association as soon as possible. 3,12 MEETINGS (a) Subject to the terms hereof, except in the event of matter beyond ;Agent's control, the Primary • Community Manager shall attend all regular meetings of the Association and emergency meetings, when required, but not to exceed six (6) per annum. S I (b) Agent shall assist the Association in the annual election meeting of the Association including the preparation of all election material including proxies, ballots and notices (c) Agent shall distribute to Association's Board in advance of each meeting an agenda as established by Association, along with materials which will support the facilitation of the meeting (d) Agent will attend six (6) meetings of the Board of Directors. Time in excess of two (2) hours per meeting or fraction thereof that lasts after 9 OOpm shall be charge at a rate in accordance with Schedule A of this, agreement. Agent will'attend. meetings scheduled Monday through Thursday, except holidays Meetings held on days other than those identified herein, and that the Agent agrees to attend will be charged in accordance with Schedule A of this agreement 3.13 RECORD KEEPING (a) Agent shall retain a complete set of files and records where available respecting the Association including the following • • a; Current Owner Listing b Association Documents c Amendments to the Declaration d. • Rules and Regulations S • e. Policies and Resolutions • S • •• • 5. Current Contracts f. g. Insurance Policies and Quotes S Financial Statements h Plot plans Specifications and Guidelines for Architectural Requests J. Minute Book k . Corporate seal •. •• •• • I. Agendas m Property/Equipment Inventory n List of contractors o Inspection reports p Individual owner files q (b) The parties acknowledge that all such records and files shall be retained by Agent during the more term of this agreement, provided that files that are than three years. old may be transferred to a • storage facility and retained there at a charge to the Association (c) Agent shall use its best efforts to maintain all records and files of the Association in a safe and secure environment The parties acknowledge, however, that Agent will not utilize fire resistant cabinets or facilities and files may be subject to loss or damage for which Agent is not responsible 4 LIMITATIONS ON AGENT'S RESPONSIBILITY AND AUTHORITY 4.O1 EXPENSE LIMIT (a)In discharging its responsibilities pursuant to Paragraph 3 hereof, Agent shall notmake any expenditure nor incur any non-recurring contractual obligation unless such expenditure is provided for in the Association's approved Budget or is specifically approved by Association unless such expenditure is less than $500.00, and with prior authorization by the Board of Directors (b) Notwithstanding the provisions above, Agent may exceed the $600.00 limitation, without consent of the Association in the event of an emergency, defined as a condition that involves a danger to person or property or may threaten the safety of any Association member(s) and/or community I occupant(s), or may threaten the suspension of any necessary services to the Association or its facilities including utilities Agent will make reasonable effort to notify, the President of the Board of Directors 402 MAINTENANCE & REPAIRS (a) Agent shall have no authority or obligation with respect to the maintenance or repair of any individual dwelling unit within the Property with the exception of emergency services or by mutual agreement (b) Agent shall have no authority to make any structural changes in or to the Association Property or.. to make any other major alterations or additions in any building or equipment herein except such emergency repairs as may be required because of danger of life or property or which are immediately necessary for the preservation and safety of the Association or its members or occupants (c) Agent is not responsible for compliance by the Association with requirements of any • ordinance, law, rules or regulations (including those relating to the use, maintenance and disposal of solid, liquid and gaseous waste) of any County, State or Federal Government, or any agency or authority.' . thereof, except to notify the Association promptly or forward to the Association promptly, any complaints, warnings, notices or summons received by it relating to such matters 6 (d) Agent may advise and consult with Association respecting its mechanical systems; however Agent shall not be an operator of or otherwise in control of or charged with the maintenance of any system which, utilizes fuels, substances or materials that, if handled improperly, could' create an environmental impact. If necessary Association shall hire. or.retain independent professionals to operate , . . S . . .. . . . . or maintain such systems. 4.03-.. EXCLUDED SERVICES (a) Agent is devoted to provide Association with such advice, administration and assistance as it may require with respect to the operation of the Association's property and business. Certain requested activities may, however, require . extraordinary time commitments outside the scope of the parties' reasonable intentions. Such services include, but are not limited to the following: . . A. Litigation support (including court appearances and preparation therefore) B. Insurance claim administration 'on cases involving property damage and personal injury items.. covered under the association's policy. Administrative charges by the Managing Agent under this provision are charges incurred after the initial claim filing and shall accordingly be submitted with the claim. C. Any capital projects which would require the complete attention of the manager or management staff. . . . . . D. . Wholesale revisions of Association documents. . E. Processing_ supervision and negotiation respecting warranty Olaims resulting from . work preformed prior to,the inception of a management relatiOnship with Agent. (a) Should Agent provide . direct supervision of major construction or capital project(s) at the .request of the Board, Agent shall receive a fee equal to ten (10%). percent of the project expense. (b) In the event of an insurance claim, Agent shall receive a fee equal to .10% of insurance the proceeds for assistance in the administration and adjustment of the claim and reconstruction. F. Consulting and administering requirements of th.e'FHA, Fannie Mae and other approvals needed for financing. . .. . . . . G. Publication of Association's newsletter. . . :. (b) Should Association request and Managing Agent agree to provide additional or expanded services. beyond the services outlined in the Agreement, unless otherwise agreed by the parties, the fee for such shall be charged at an-hourly rate of not less than $55 and not more than $100 depending on the nature of services required. .. . (c) Should Association and Managing Agent agree to provide construction coordination services, unless, otherwise agreçd, Managing Agent shall receive a fee equal to 10% of the total project cost.. (d), Should Association utilize an affiliate of Agent to provide any construction or maintenance services, the charges shall be. as negotiated. by the parties or otherwise as set forth in Exhibit A. Agent shall not charge any supervision fee as set forth in Paragraph (c) above. ' 5. ASSOCIATION INDEMNIFICATION. 5,01 AGENCY (a) Association acknowledges that Agent is acting solely as an agent for. the Association and, accordingly, any, expenses or liabilities incurred by Agent hereunder, whether in its name or that of the Association, shall be the obligation of Association and not that of Agent. . . . 7 INDEMNIFICATION . . 5.02 (a) Except for negligence gross negligence or willful misconduct Agent shall not be liable to the Association for any loss or damages incurred in connection with its performance hereunder '(b) To the extent of the Association's insurance coverage as required herein, the Association will and does hereby indemnify, defend and forever hold harmless Agent, its employees and representatives; from and against any liability, damages, costs, expenses or claims incurred, or sustained (inclUding reasonable attorney's fees) in connection with any injury, to person or property, or from any, matter whatsoever arising from or in connection with Agent's performance of services hereunder. 5.03 ASSOCIATION INSURANCE (a) Association will maintain liability insurance , in an amount , • not less: than Five Hundred Thousand Dollars ($500,000.00), workers compensation, insurance, and such., other insurance as necessary or appropriate, all acceptable to Agent, ,which shall name Agent. as an additional. insured. Association will provide Agent with a Certificate evidencing such insurance' within ten (10) days -of the ':date hereof, and each year thereafter, and.. such certificate . shall provide that. insurance may . not be terminated without notice to Agent.. •. .. , ' . . . . . . . ., 6. COMPENSATION. .• . . . .• . '.'. , .' ' ., . ... 601 BASE COMPENSATION (a) Association shall pay Agent as compensation for its services hereunder the monthly sum ii'. accordance to Exhibit A, Section 1 (Agent's Fee) payable on the first of each month during the first twelve months of this AGREEMENT (hereinafter "Base Compensation"). The Base Compensation shall be. superseded by the adoption of a new annual association budget indicating an'. adjusted base fee for management services. Adoption of the' annual budget. by the Association's 'Board of Directors,, shall constitute an approval of a Base Compensation change under this agreement, but in no' event shall the base fee be les's than stated above 6.02 ADDITIONAL COMPENSATION (a) In addition to the Base Compensation should the Association require Agent to perform services in addition to, those, set forth herein,, Association's, shall pay agent in" accordance with the provision set forth in paragraph 4.03 hereof. (b) Asociation shall promptly reimburse Agent for (1) all costs associated 'with any 'ápprOved' Payroll pursuant to paragraph 3.04 directly allocable to the Association,, including payroll taxes, workers. compensation insurance. and like obligations, (2)' all direct postage,' dedicated fax', and long 'distance charges, stationary and 'check' stock i and, other 'charges set forth in Exhibit ,A hereof,'. and (3) any ' advances made by Agent for the benefit of the Association. . The Association will reimburse these routine', expenses to the managing Agent as identified in the attached Exhibit 'A" (c) Association acknowledges that' affiliates of Agent. may receive compensation from the 'Association 'for services rendered., Affiliates', include Worthmore Maintenance &. Construction' Co, Worthington Insurance and First Service Financial, Inc. (FFl) . FF1 aggreates the purchasing resources of'more than 1,700 community associations (containing more' than 300,000 homes) located throughout the United States. 'FF1 will provide lockbox services to the Association,, and may make available insurance and other financial services and products, including access to',its 'national preferred vendor program. 'FF1 services are provided at no. cost to Agent or the Association, however, FF1 receives fees from the vendors it utilizes to cover its administrative expenses 8 (d) Association acknowledges that it is Agent's practice to charge a handling fee directly to homeowners for researching, completing and providing reale and refinance surveys,. financing questionnaires and certifications. In, order to prOperly respond to such requests, Agent processes such requests though a separate department whose trained personnel respond with timely and accurate information. . . 7. TERMINATION AND RENEWAL. '• :. . 7.01 TERMINATION . ' .. (a) This AGREEMENT shall be for the term • as. set forth in paragraph two (2) provided that the term shall be deemed to have renewed for an additional one year period and successive one year periods thereafter, unless either party provides the other with written notice such that the termination is effective at the end of the next month (b) This agreement.may be terminated by the Association in the event Managing Agent is found to be in default of this Agreement and Managing Agent fails to cure the default as provided herein.' In the event of a default, the Association, through its Board, shall notify Managing Agent in writing of the default, and Managing Agent shall have fifteen (15) days to cure the default. In the event Managing Agent fails to cure the default, the Association may terminate this Agreement, and the termination shall be effective immediately upon receipt of such notice by Managing Agent (c) Upon notice of termination, the Agent shall prepare for an orderly, transition of responsibilities' and records in accordance with the instructions of the Association.. Within 15 days from the date, of notice of termination, Agent shall make available to the Association for inspection all books and records of the Association in Agents possession, which material shall be available for turnover to the r Association as of the Termination Date The Association shall bear the cost associated with photocopying material . . . . required to be retained by Agent. (d) As of the date of termination, all sums due to Agent and all contractors, vendors, or other service agents procured by Agent on behalf of the Association shall be 'paid in full. In the event that there are insufficient funds, to fully discharge all such liabilities, the Termination Date may, at the, option of. Agent, be extended until such funds are available In the event that the Association disputes any such bills or charges, sufficient funds of the Association shall be deposited in an Escrow Account established in the joint control of the Association and Agent, pending resolution of the dispute. The Association agrees to bear full responsibility to the Provider of such goods or services and shall bear full responsibility for the cost of litigation resulting therefrom, if any. (e) From and after the notice of termination Agent shall not incur any expenses or obligations on behalf of Association unless in accordance with the specific written directive of the Association except payments or reimbursements for previously approved bills (f) Agent shall, at no cost to the Association, prepare a final detailed accounting as of the Termination Date, which accounting shall be provided to the Association, together with any unclaimed' books and records of the Association, as soon as practical but in any case no later than 45 days after the Termination Date, and thereafter the Agent agrees to cooperate with the Association's, auditors regarding their financial and tax audits. (g) Association acknowledges the value of Agent's employees and agrees to refrain from hiring or contracting with any of Agent's employees, affiliates or principals' for a period of two years from the Termination Date. (h) The revisions of paragraph 5 hereof shall survive termination. AGENT'S INSURANCE 8. 8.01 Agent shall maintain such insurance as is appropriate including without limitation, General Liability insurance Workman's Compensation insurance, Employee Dishonesty Coverage, and Errors and Omissions insurance Agent shall provide Association with suitable evidence of such insurance 9. MISCELLANEOUS PROVISIONS SIGNS 9.01 (a) Agent reserves the right to affix an (8" x 20") Professionally Managed by sign to the existing Association's sign(s). Said signs shall conform to the Association's architectural standards and colors. . " .• .•' 9.02 ASSOCIATION'S AUTHORITY (a) Agent shall, take its direction from the Board, Council or other governing body of the Association, acting pursuant to the authority conferred upon it by the Master Deed, Declaration or. other ' documents respecting the governance of the Association (b) The Association shall designate, from time to time, one officer of its governing body to act as liaison to Agent (the Management Liaison") Agent may rely upon any instructions, statements or approvals communicated to Agent verbally or in writing by Management Liaison as if the same had been affected by a resolution of the Association's governing body 9.03 BINDING EFFECT (a) This Agreement shall inure to the benefit of and constitute a binding obligation upon the parties hereto, their successors and assigns (b) This Agreement shall constitute the entire Agreement among the contracting parties and no variance or modification thereof shall be valid and enforceable except in writing Any subsequent change in this agreement which might alter the Managing Agent's responsibilities or rights, as defined in this agreement, shall require prior approval by Agent Should any part term or provision of this Agreement be declared or decided by any court to be invalid or in conflict with the law, the validity of the remaining portion terms or provisions, shall not be affected thereby, and the remainder of the Agreement shall continue in full force and effect 904 GOVERNING LAW (a) This AGREEMENT shall be governed by the laws of the State of New. Jersey. 10 9 05 NOTICES (a) All notices required hereunder shall be effective if delivered by certified or register mail, delivered as follows (a) If to Agent Michael A. Mendillo, President & CEO . . . • Wentworth Property Management of NJ 100 Highway 36 Suite IA W Long Branch, NJ 07764 (b) If to Association The Village Grande at English Mill Homeowners Association, . . . . . . • Attn.: President and Secretary • IN WITNESS WHEREOF, the parties hereto have, executed this AGREEMENT the day and year first above written For VILLAGE GRANDE AT ENGLISH MILL HOMEOWNERS ASSOCIATION President Date ATTEST Date - 11 EXHIBIT A 1.AGENT'S FEE: Phase I .... . .: Initial 253 homes Off-site portfolio management Total management fee shall be the greater of $18.00 per closed horñé per month, or $750.00 per month. Phase If At such time that the Club House facility is completed and in accordance with the number of units sold — Wentworth shall designate a full-time Manager and full-time Activities Director. In 'addition, at the discretion of the Association - a part-time administrative assistant shall also be assigned to on-site management office The Association in accordance with the management proposal and the approved budget shall pay all • .costs associated with the on-site management personnel. ' Total management fee during Phase II shall be equal to $2,500.00 per month, or $8.50 per completed • unit"per month, whichever is greater. ••. 2. REIMBURSABLE EXPENSES:. S . In addition to the management fee provided in Paragraph 6.0.1 of the Agreement Association agrees to reimburse Agent for expenses 'incurred as follows: Coupon books - Direct Expense - not less than $2.50 per book Computer labels - Direct Expense not less than $15.00 per mailing .' Bank charges including Iockbox fee - Direct Expense Copy charge - $ 25 per copy Envelopes - Direct expense not less than $.15 each Postage - Direct expense Fax - $l.00perpage Long Distance phone calls - .cost + 25% Processing Returned Checks - $25 per check plus bank charges Computer Checks - $.25 per check Payroll Processing Fee - Greater of 7% of gross payroll or $10 per check •. ' . ' 3. NEW CONSTRUCTION/NEW SETTLEMENT FEE: In addition to the compensation outflried above, the Managing Agent shall receive an initial processing fee of twenty-five ($25.00) dollars for each new settlement in new construction communities 5 ASSOCIATION SHALL PAY AGENT COMPENSATION AS FOLLOWS Principals - $150 per hour, Regional Manager/Director - $125 per hour, Property Management - $75 per hour, and clerical personnel - $35 per hour for services performed on behalf of the Association. outside the normal course of operations or outside the parameters of this agreement.. Agent will'. • advise Association of any unusual event which may result in the above fees being charged to Association. . . . • . • •: :. •.• • Acknowledgement of Exhibit A 12 • • • EXHIBIT 6 FLOOD CERTIFICATION OF CHARLES JONES, L L C FEDERAL EMERGENCY MANAGEMENT AGENCY Adapted from FEMA, 0MB No. 3067-0264 STANDARD FLOODHAZARD DETERMINATION Form 81-93 Oct 02 Expres October 31, 2005 SECTION I - LOAN INFORMATION . S 1. LENDER NAME AND ADDRESS 2. COLLATERAL (asi' loHPé,'amPrope-ry) PROPERTY ADDRESS f.e'aIDeaaipisimoybearethed) N/A S Owner: Address Supplied: Addrss Found: THE PROPOSED LENDER S S NIA 24 HIGH SCHOOL DRIVE EGG HARBOR, NJ 00000 . . EGG HARBOR NJ 08234 BLOCK 3302 . . BLOCK 3302 . LOT: 10 . LOT: 10 QUALIFIER: : QUALIFIER: NA 3. LENDER ID. NO, 4. LOAN IDENTIFIER . . 5. AMOUNT OF FLOOD INSURANCE REQUIRED $ SECTION II A. NATIONAL FLOOD INSURANCE PROGRAM (NFIP) COMMUNITY JURISDICTION . . 1. NFIP CommunIty Coonty(ies) 3. State 4. . ;, NFIP Community Name . . . . . . Number EGG HARBOR TOWNSHIP . ATLANTIC NJ . 340007 B NATIONAL FLOOD INSURANCE PROGRAM (NFIP) DATA AFFECTING BUILDINGJMOBILE HOME 1. NFIP Map Number or Community-Panel Number 2. 5. No NFIP (Comrnunitynarne,lf not the sameas A) NFIP Map Panel Effective! . .. . ., . Revised Date 3. LOM'A/LOMR 4. Flood Zone Map yes A 340007 0008 B . 16-FEB.1983 . . .5 Date PARTIAL .5 .. .5. . . C. FEDERAL FLOOD INSURANCE AVAILABILITY (Check all that apply) . . Federal Flood insurance is available (co'nm,,iiypar.cipetain NF!P ., . . Regular Program ) Emergency Program of NFIP . 0 Federal Flood insurance is not available because community Is riot participating in 6e NFIP. . Ej Building/Mobile Home Is In a Coastal Barrier Resources Area (C BRA) orOtherAse Protected Area (OPA), Federal FIodlnsurarice may not be available. . . . . . . . CBRWOPA desghatiohdate . . •0 D. DETERMINATION., . . . . . IS BUILDING/MOBILE HOME IN SPECIAL FLOOD HAZARD AREA (ZONES CONTAINING THE LETTERS A OR "V")? 0 M 0 . YES . PROPERTY IS PA?thALLY.AFFECTED BY If yes, flood Insurance Is required by the Flood Dlstaster Protection Act of 1973. SPECIAL FLOOD HAZARD /NEEDS SURVEY, If no, flood insurance is not required by the Flood Distaster Protection Act of 1973. . . . . . . Base Flood Elevation: UNDETERMINED E. COMMENTS (Optional): Note: OPEN SPACE . CHARLES JONES, LLC CERTIFIES THIS DETERMINATION TO THE PROPOSED LENDER FOR THESOLE PURPOSE OF ITS COMPLYING WITH THE FLOOD DISASTER PROTECTION ACT OF 1973. Requested by: Customer Name: DR HORTON INC -NJ Customer Reference: . . . . . . MITCH NEWMAN I DON M PEPE, ESQ Attention: . . . ENGLISH MILL . ATTN: MITCH NE\MvIAN 20 GIBSON PL FREEHOLD, NJ Address: 5. . 07728- . This determination is based on examIning the NFl? map, any Federal Emergency Management Agency revisions to Ii, and other Infonnation needed to locate thi bulldlnglmoblie home on the NFl? map. F PREPARER S INFORMATION NAME, ADDRESS, TELEPHONE NUMBER (IfetheenLe.1def) S S Charles Jones, LLC Date of Detem,inaon. P.O. Box 8488 . 15-APR-2004 S Trenton, NJ 08650-0498 Search Number d www chadesjones corn FL04-106-1311 FEMAForrn 81-93, OCT02 FEDERAL EMERGENCY MANAGEMENT AGENCY Adapted from FEMA 0 MB Na 3067-0264 STANDARD FLOOD HAZARD DETERMINATION Fo.Tn 81-93 Oct02 2005 . Exriresober31. SECTION I LOAN INFORMATION .. 1. LENDER NAME AND ADDRESS 111. 2. COLLATERAL PROPERTY ADDRESS 9lDO3oipcOflfl1ybeat5d4) S • Owner: N/A .' :• • Address Supplied: Address Fouhd: THE PROPOSED LENDER .. • NIA N/A.•. EGG HARBOR, NJ 00000 H EGG HARBOR NJ • BLOCK 3326 BLOCK 3326 LOT: I • LOT:1 QUALIFIER: QUALIFIER: NA . •. 3. LENDER ID. NO.. 4. LOAN IDENTIFIER 5. AMOUNT OF FLOOD INSURANCE REQUIRED $ • SECTION II 0 A. NATIONAL FLOOD INSURANCE PROGRAM (NFIP) COMMUNITY JURISDICTION .. I. County(Ies). 3. State NFIP Community 2. 4. • Name •• NFIP Community : Number. EGG HARBOR TOWNSHIP ATLANTIC NJ 340007 [ B. NA11ONAL FLOOD INSURANCE PROGRAM (NFIP) DATA AFFECTING BUILDINGIMOBILE HOME .• I. NFIP Map Number or Community-PanelNun-iber 2.NFIP Map Panel Efectiw! •• S. No NFIP, (Community name, If not the same as A) Revised Date 3. LOMAILOMR 4. Flood Zone Map • : . . ; Dyes . A • 340007 0008 B 16-FEB-I 983 . . . . S. Date PARTIAL C. FEDERAL FLOOD INSURANCE AVAILABILITY (Check all that apply) . Federal Flood insurance is available (commtniwpartraparesin WFlP •. .. Regular Program Emergency Program of D NFIP Federal Flood Insurance is not available because community is not participating in the NAP. . •. D Building/Mobile Honie is in a Coastal Banler Resources Area (CBRA) .orOtherwise Protected Area (OPA), Federal Flood Insurance may not D be available. . . . . . S.. .. . CBRAIOPA designator, date D. DETERMINATION IS BUILDING/MOBILE HOME IN SPECIAL FLOOD HAZARD AREA .. . •• S . • (ZONES CONTAINING THE LETTERS "A" OR "V")? •. . . MQ 0 0 YES If yes, flood Insurance Is required by the Flood Distaster Protection Act of 1973. . PROPERTY IS PAITIALLY AFFECTED BY . If no, flood Insurance is not required by the Flood Distaster Protection Act of 1973. . .• . SPECIAL FLOOD HAZARD! NEEDS SURVEY • E. COMMENTS (Optional): . . . . .. Base Flood Elevator,: UNDETERMINED • Note' SPACE CHARLES JONES; LLC CERTIFIES THIS DETERMINATION TO THEPROPOSED LENDER FOR THE SOLE PURPOSE OF.ITS COMPLYING WTH THE FLOOD DISASTER PROTECTION ACT 1973. . . . . 0 •• ••• OF Requested by: Customer Name: D R HORTON INC - NJ . . . Customer Reference: MITCH NEWMAN Attenton: / DON M PEPE, ESQ Address: . . . .• • . ENGLISH MILL ATTN: MITCH NEWMAN 20 GIBSON PL FREEHOLD, NJ : . . •. • . . . 07728- . . . . . . . •• . . . . . . This determinailon Is based on a.xamlnlng the NFIP ITp, any Federal Emergency ManagementAgency revisions to it and etherinformailon needed to locate the bulldlngimoblle home on the NFIP map. F. PREPARER'S INFORMATION .. ., . . . . .. . . . 0 . . NAME, ADDRESS, TELEPHONE NUMBER (fo nLe,,de) . . . • S • • S • • • Charles Jor,es, LLC • •. • Date of Determinaton • •. • • • 5 • 15-APR-2004 • S • P.O. Box &488 S S Trenton, NJ 08650-0488 • • S Search Number. , • S • S FL04106-1333. • www.chailesjories.com • S S . I-EMA Form 81-93, OCT02 • • FEDERAL EMERGENCY MANAGEMENT AGENCY. . •" .1 STANDARD FLOOD HAZARD DETERMINATION Adapted from FEMA 0 MB No 3067-0264 . Fo'm 81-93 Oct02 . Ex** October 31, 2005 • SECTION I -LOAN INFORMATION 1. LENDER NAME AND ADDRESS •. 2. COLLATERAL ( IdinA4ilet1aeP alPropeiy) PROPERTY ADDRESS. V • V. V •V (LeelDescnpnmRybeetthed) V •' • . . . . . . Owner: N/A Address Supplied: . ". . .Address Found: THE PROPOSED LENDER N/A. N/A. EGG HARBOR, NJ 00000 EGG HARBOR NJ BLOCK 3324 BLOCK 3324 LOT: I THRU 73 . : V LOT: 1 THRU 73 • . QUALIFIER: . QUALIFIER: NA • 3. LENDER ID. NO. .. ' ' " 4. LOAN IDENTIFIER '5. AMOUNT OF FLOOD INSURANCE REQUIRED SECTION II A. NATIONAL FLOOD INSURANCE PROGRAM (NFIP) COMMUNITY JURISDICTION , . . ' •• . V Cour*ty(ies) '3. State NAP Community ' 2. : 4. Name ' ' . '•. . . . NAP Community . Number EGG HARBOR TOWNSHIP . , ATLANTIC ' . NJ ' 340007' B. NATIONAL FLOOD INSURANCE PROGRAM (NFIP) DATA AFFECTING BUILDING!MOB!LE HOME . . . . NFIP Map Number or Community-Panel Number 1. , 2., 5. No NAP (Community name, If not the sameas. A) , IFIP Map Panel Effective! ' •. . , '. ' . , .'Revised Date ' 3.LOMAILOMR . 4FloodZone ' Map D yes 340007 0008 B , . . 16-FEB-1983 ' Date C. FEDERAL FLOOD INSURANCE AVAILABILITY (Check all that apply) Federal Flood insurance is available (c m&nitypars'cpatesin AIFIP) •. , , Regular Program [JEmergency Program of NFIP .... . [J ' [JFederal Flood insurance Is hot available because community is hot 'partidpating lb the NFIP. fl Building/Mobile Home is in a Coastal Barrier Resources Area (CBRA) or Otherwise Protected Area (0 PA), Federal Flood Insurance may not be available. CBRAIOPA designation date: D. DETERMINATION' .......... ....... V ' IS BUILDING/MOBILE HOME IN SPECIAL FLOOD HAZARD AREA. (ZONES CONTAINING THE LETTERS 'A OR "V")? ' . 0 YES ' 'XI NO If yes, flood insurance Is required by The Flood Distaster Protection Act of,1973. . ' . ' ' •. . If no, flood Insurance is not required by the Flood Distaster Protection Act of 1973.. E. COMMENTS (Optional): CHARLES JONES, LLC CERTIFIES THIS DETERMINATION TO THE PROPOSED LENDER FOR THE SOLE PURPOSE OF ITS COMPLYING WITH THE FLOOD DISASTER PROTECTION ACT OF 1973. Requested by C ustomer N ame: DR HORTON INC -NJ CustomerRe1rence: . MITCH NEWMAN /DON M PEPE, ESQ' Attention:' ' ' ' . . , . . . • .•. . . ,. ATTN: MITCH NEWMAN 20 GIBSON PL FREEHOLD, NJ ' ' ' .. ENGLISH MILL Address: 07728- This detorminaiJon Is based on examining the HElP rasp, any Federal Emergency Management Agency revisions to It, and other Information needed to locate the V V • ' . , . , , , V bulldingftobili home on the NFl? map. F. PREPARER'S INFORMATION NAME, ADDRESS, TELEPHONE NUMBER (lfodie'ter'L'eider) Determination ;•, , , ' ' ' , ' .• ' Charles Jones, LLC • , . Date of 'V P.O. Box 8488 Tretoñ, NJ 08650-0488 . Search Number FL04-106-1331 V • ' ' ' V • , www.chariesjones.com V • • V • • ' • EMA Form 81-93, 0CT 02 FEDERAL EMERGENCY MANAGEMENT AGENCY Adapted frod7.FEMA 0MB No 3067-0264 STANDARD FLOOD HAZARD DETERMINATION . Fc.'m 81-93 Oct 02 Expires October 3t 2005 ............ . . . SECTION I . LOAN INFORMATION . . 1. LENDER NAME AND ADDRESS Iding 2. COLLATERAL ( ilenePe'smaiPrope-rp) PROPERTY ADDRESS (LeçCesaipoi, maybe atdad). N/A . . Owner: Address Supplied: . . . . . 5 : Address Found: THE PROPOSED LENDER . . . . S . . N/A . t'ii . EGG HARBOR, NJ 00000 . EGG HARBOR NJ BLOCK 3325 . . . . BLOCK 3325 . LOT: 1THRU3S . . 0 . LOP ITHRU35 . QUALIFIER: . QUALIFIER: NA 3. LENDER ID. NO. . 4. LOAN IDENTIFIER . S. AMOUNT OF FLOOD INSURANCE REQUIRED 5 $ SECTION 11 .. . . . . . . ., A. NATiONAL FLOOD INSURANCE PROGRAM (NFIP) COMMUNITY JURISDICTION . . . .Courity(ies) 3. State t . 2. 4. NFIP Community NFIP Community Name . . . . . . S S Number EGG HARBOR TOWNSHIP -. ATLANTIC . NJ 340007 .. B. NATIONAL FLOOD INSURANCE PROGRAM (NFIP) DATA AFFECTING BUILDINGIMOBILE HOME,. . .. .• .5 NFIP Map Number or Community-Panel Number 2. .. 1. . lWIP Map Panel Effective!. . . 5. NoNFIP (Community name, If not the same as A) Revised Date •. 3. LOMAILOMR 4. Flood Zone Map 340007 0008.B Dyes .c 18-FEB-1983 S S .• . S S Date S C. FEDERAL FLOOD INSURANCE AVAILABILITY (Check all that apply) Federal Flood insurance is available (cmim&niiypar1icpaiein)vFIP). S Regular Program S [] Emergeticy Program o.fNFIP S 0 is not available because community is not partidpaling in the NFIP. S Federal Flood insurance S 0 Building/Mobile Home Is in a Coastal Barrier Resources Area (CBRA) or Otherse Protected Area (OPA), Federal Flood Insurance may. not 0 be available. CBRA/OPA deslgnalion date: D. DETERMINATION IS BUILDINGJMOBILE HOME IN SPECIAL FLOOD HAZARD AREA (ZONES CONTAINING THE LETTERS "A" OR "V")? .. 0 YES Flood Distaster Protection Act of 1971 M NO .. . If yes, flood Insurance Is required by the Flood Distaster Protection Act of 1973. If no, flood insurance is not required by the E. COMMENTS (Optional): S S S CHARLES JONES, LLC CERTIFIES THIS DETERMINATION TO THE PROPOSED LENDER FOR THE SOLE PURPOSE OF ITS COMPLYING WITH THE FLOOD DISASTER PROTECTION ACT OF 1973. Requested -NJ S S by: Customer Name: DR HORTON INC Custenier Reference: . Attention: MITCH NEWMAN /DON M PEPE, ESQ 5 .. ENGLISH MILL ATTN: MITCH NEWMAN 20 GIBSON FL FREEHOLD, NJ Address: 07728- This determination Is based on examining the NFP map, any Federal Emergency Management Agency revisions to it, and other Information needed to locate the S S S S S bulldlnglmoblle home an the NFIF map. F. PREPARER'S INFORMATION 5 5 5 NAME, ADDRESS, TELEPHONE NUMBER (ifovw 97an Lender) S of .Determina S Charles Jones, LLC . . Date lion. 'I ('•'. P.O. Box 8488 5 5 1S-APR-2004. . 9,OtA . Search Number Trenton, NJ 08650-0488 . 5 . FL04-106-1332 www.chailesjones.com U . S S. FEMAFonn 81-93, OCT02 • .. FEDERAL EMERGENCY MANAGEMENT AGENCY Adapted from FEMA .O.M.B. No. 3067-0264 • . STANDARD FLOOD HAZARD DETERMINATION Fo"rn 81-93 Oct 02 . Exros October31. 2005 • . . SECTION .1-LOAN INFORMATION 1. LENDER NAME AND ADDRESS 2. COLLATERAL paidnomobite Pcrso,at&epo') PROPERTY ADDRESS . . g1Deoipfon maybe eieched) . . . Owner: NIA . . • .. S . . .. Address Supplied: •• '. Address Found: THE PROPOSED LENDER . ••• . S.. . ••• S... . .. . S N/A ••• . . EGG HARBOR, NJ 00000 N/A . . . . EGG HARBOR NJ . .. BLOCK 3326. . . BLOCK 3326 LOT: 2THRU28 . . . S . LOT:2THRU28 • QUALIFIER QUALIFIER: NA 3. LENDER ID. NO. . .. 4. LOAN IDENTIFIER 5. AMOUNT OF FLOOD INSURANCE REQUIRED .. . . . . . . . S. SECTION II NATIONAL FLOOD INSURANCE PROGRAM (NFIP) COMMUNITY JURISDICTION A. . :. County(les) 1. . 2. 4' . NF1P Community NFIP Coñimunity Name. . . . . Number . :' . EGG HARBOR TOWNSHIP . ' . •, ATLANTIC NJ . 340007 B. NATIONAL FLOOD INSURANCE PROGRAM (NFIP) DATA AFFECTING BUILDING)MOBILE HOME NFIP Map Number or Community-Panel Number, Z . S. No NFIP 1. (Community name, If not the sameas A) . NFIP Map Pinel Effective!. .. •.. . Revised Date 3.LOMAILOMR 4. Flood Zone Map . C . . . . Dyes . . 340007 0008 B 16-FEB-I 983 . . . . Date . . . C. FEDERAL FLOOD INSURANCE AVAILABILITY (Check all that apply) . . ' . • . . Federal Flood insurance is available (ccmri?LniwparVdpates1n NFIPI Emergency Program of NFIP Regular Program 0 Federal Flood insurance Is not available because community Is not participating in the NFIP. D . . .. 0 BuildingiMobile Home isin a Coastal Banter Resources Area (CBRA) or Otherwise Protected Area (0 PA), Federal Flood insurance may not - 0 . be available. CBRA'OPA designation date: . . . . . D. DETERMINATION . . .- . . IS BUILDING/MOBILE HOME IN SPECIAL FLOOD HAZARD AREA (ZONES CONTAINING THE LETTERS "A" OR "V")? . 0 YES • . ONO yes, flood Insurance Is required by the Flood Dlstaster Protection Act of 1973 . ... . . . .- . . . If no, flood Insurance Is not required by the Flood Distaster Protection Act of 1973. . .5. If : . . • .... E. COMMENTS (Optional . . . . CHARLES JONES, LLC CERTIFIES THIS DETERMINATION.tO THE PROPOSED LENDER FOR THE SOLE PURPOSE OF ITS COMPLYING WITH THE . . FLOOD DISASTER PROTECTION ACT OF 1973. • 5 . . . 0 Requested by: Customer Name: DR HORTON INC - NJ . S. •• Customer Reference: DON . Attention: MITCH NEWMAN I M PEPE, ESQ . ... . . . . . . . . . .. . -Address: ATTN: MITCH NEWMAN 20 GIBSON PL FREEHOLD, NJ • ENGLISH MILL- ,. 07728- This determination Is based on examlnng the NFl? map, any Federal Emergency Management Agency revisions to It, and other Information needed to locate the bulldinglmoblle home on the NFl? map. . . . . . . . . . •0 • '. . .5 . . F. PREPARERS INFORMATION . . . . •• • . . .5,. nLede) . . ... . . S NAME, ADDRESS, TELEPHONE NUMBER(ifo 0. • . . . . . Charles Jones LLC • Date of Determination •. • 15-APR-2004 f . . . . P.O. Box 8488. . . . . C'v'iLô4 Search.Number Trenton, NJ 08650-0488 • S . '• FLO4-106-1335 . • . . • : U S www.charlesjones.com . S . •. FEMA Form 81-93, OCT 02 FEDERAL EMERGENCY MANAGEMENT AGENCY Adapted from FEMA. •. O.M.B. No. 3067-0264 STANDARD FLOOD. HAZARD DETERMINATION . . Foan 81-93 Oct 02 . Expres October31, 2005 SECTION I - LOAN INFORMATION. • 1. LENDER NAME AND ADDRESS 2. COLLATERAL iIeHaeFese,atProàe- PROPERTY ADDRESS • . . . . . (alDesciponmaybeatwoe) . . . . Owner N/A. • . . . . . . Address Supplied: ' Address Found: . THE PROPOSED LENDER . . . . . . . N/A' . . . N/A EGG HARBOR, NJ 00000 •' EGG HARBOR NJ BLOC K33I5 BLOCK: 3315 LOT:.ITHRUI3 . . ' LOT: ITHRUI3. QUALIFIER: . . . QUALIFIER: NA 3. LENDER ID. NO. 4. LOAN IDENTIFIER . 5. AMOUNT OF FLOOD INSURANCE REQUIRED: SECTION II •' . . . . A. NATIONAL FLOOD INSURANCE PROGRAM (NFIP) COMMUNITY JURISDIC11ON. . . . . . . 1. County(ies) . NFIP Community. . 2. : .. 3. State 4. Name . . . .. NFIP Community' Number • EGG HARBOR TOWNSHIP: ATLANTIC . . NJ 340007 B. NATIONAL FLOOD INSURANCE PROGRAM (NFIP) DATA AFFECTING BUiLDING)MOBILEHOME .. '. •.. 1. NAP Map Number or Community-Panel Number . .2. S. No NFIP. • .(Community name,lf not the same as A) NFIP Map Panel Effective/ . : . . Revised Date 3.LOMAJLOMR 4. Flood Zone Map yes- 340007 00DB B 1&-FEB-1983 . Date. C. FEDERAL FLOOD INSURANCE AVAILABILITY (Check all that apply) . . . . Federal Flood Insurance Is available. (co-nm ir'per1iciparmin NRP . Regular Program Emergency Program of NFIP" 0 Federal Flood Ibsurance is not available because community is hot participating in the NFIP. 0 Building/Mobile Home Is in a Coastal Barrier Resources Area (C BRA) or Otherwise Protected Area (0 PA), Federal Flood insurance may not O be available. CBRA/OPA designation date: D. DETERMINATION . . . . . •-. : . IS BUILDING/MOBILE HOME IN SPECIAL FLOOD HAZARD AREA (ZONES CONTAINING THE LETTERS "A" OR "V")? . 0 YES . NO • If yes, flood Insurance Is required by the Flood Distaster Protection Act of 1973. . If no, flood insurance Is not required by the Flood Distastdr Protection Act of 1973. E. COMMENTS.(OptionaI CHARLES JONES, LLC CERTIFIES THIS DETERMINATION TO THE PROPOSED LENDER FOR THE SOLE PURPOSE OF ITS COMPLYING WITH THE FLOOD DISASTER PROTECTION ACT OF 1973. • Requested byr Customer Name: D R HORTON INC, NJ ' : . Customer Reference: MITCH NEWMAN I DON M PEPE, .ESQ . . . Attention: , , ENGLISH MILL Address: '. ATTN: MITCH NEWMAN 20 GIBSON PL FREEHOLD, NJ , ' 07725- This determination Is based on examining the NFIP p, any Federal Emergency Management Agency revisions to it, and other infonnatian needed to locate the bulldlnglmeblle home on the NFIP map.' ma F. PREPARER'S INFORMATION NAME, ADDRESS, TELEPHONE NUMBER OfohetanLeer) Charles Jones, LLC Date of Determination • . . . f) . . ... .• P.O. Box 5458 ' • 1S-APR-2004 Trenton NJ 05650-0458 . ' Search Number. www.chariesjones.com FLD4-106-1323 FEMA Form 81-93, OCT02 FEDERLEMERENCY MANAGEMENT AGENCY . Adapted from .FEMA.. O.M.B No 3067-.0264 • STANDARD FLOOD HAZARD..DETERMNATION '' .Fonn5l-930ct02 .• ,.ExresObe31 2005 SECTION I - LOAN INFORMATION .. . 1. LENDER NAME AND ADDRESS . 2. COLLATERAL ( nMi!eHenePeas7aIPropert') PROPERTY ADDRESS oilethe4) ... . . fLegal0excripionmaybe Owner: N/A . .. . Address Supplied: . Address Foufld: THE PROPOSED LENDER ' . . S . . . . .. N/A . . . NIA EGG HARBOR NJ 00000 • EGG HARBOR NJ BLOC Ic331G BLOCK 3316 • LOT: 1THRU2O . ., . LOT: ITHRU2O . QUALIFIER: . . . . . .. QUALIFIER: NA .• 3. LENDER ID. NO. . 4. LOAN IDENTiFIER . •. 5. AMOUNT OF FLOOD INSURANCE REQUIRED. $ • ' . . SECTION II A. NATIONAL FLOOD INSURANCE PROGRAM (NFIP) COMMUNITY JURISDICTION . .. . '. 1. . County(ies) . NFIP Community 2. . 3. State 4. . Name . .. . . . NFIF Community . Number EGG HARBOR TOWNSHIP . . ATLANTIC . NJ . 340.007 B. NATIONAL FLOOD INSURANCE PROGRAM (NF1P) DATA AFFECTING BUILDING/MOBILE HOME ., .. .., 1. ' NFIP Map Number or Community-Panel Number 2. 5. No NFIP: NFIP M (Community name, If noithe same as. A) Panel Effective! ' . .. •. . •.. .. RevlsedDate . 3. LOMAILOMR 4. Flood Zone Map. E] yes . ', . 340007 0008 B ' 16-FEB-1 983 • • , . . . '•' I Date . C. FEDERAL. FLOOD INSURANCE AVAILABILITY (Check all that apply) , . . .• . .. S Federal Flood insurance is available ( nie'par1iemtaa;n NF1P,t ' . J Regular Program D Emergency Program .ofNFIP Federal Flood insurance Is not available because community Is not participating in the NFIP. Building/Moblie Home is in a Coastal .Bariier Resources Area (CBRA) or Otherwise Protected Area (OPA), Federal Flood Insurance may hot' E . •. be available. S CBRNOPA designation date: 'D. DETERMINATION IS BUILDING/MOBILE HOME IN SPECIAL FLOOD -HAZARD AREA (ZONES CONTAINING THE LETTERS "A" OR "V")? .: . ' . If yes, flood Insurance Is required by the Flood Distaster Protection Act of 1973. 0 YES'' . . . ......... . . . . If no, flood insurance Is not required by the Flood Distater Protection Act of 1973. , ' •. ' . . . . 0 , . .• E. COMMENTS (Optional): . . . . . . . . .. . CHARLES JONES, LLC CERTIFIES THIS DETERMINATION TO THE PROPOSED LENDER FOR THE SOLE PURPOSE OF 'ITS COMPLYING WITH THE FLOOD DISASTER PROTECTION ACT OF 1973. Requested by Customer Name:. D R HORTON INC NJ ' . ' Attention: ' ' MITCH NEWMAN (DON M PEPE ESQ S Customer Reference:' • :. Address: ' ATTN: MITCH NEWMAN 20 GIBSON PL FREEHOLD, NJ . ENGLISH MILL . ." 07728- ' . . . . • . . . ' .., . . . . . ThIs detarminalion Is based on examining The NFIP map, any Federal Emergency Management Agency revisions to It, and other Information needed to locate Th bulldlngfrnoblie home on The NFIP map... . . . ; . . • ".' . F. PREPARERS INFORMATION. NAME, ADDRESS., TELEPHONE NUMBER (1foe',anLetder) ,. . • . • .. . • . . Charles Jones LLC . Date of Determination . P.O. Box 8488 . 15-APR-2004. • Trenton, NJ 08850-0488 . . Search Number .. ' . .' • . . . . . FL04-106-1324 www.charlesjcnes.com . . . . S • . U .. . -MAt- orm i-u. Ut., I UZ • FEDERAL EMERGENCY MANAGEMENT AGENCY Adapted from FEMA O.M.B.No 3067-0284 STANDARD FLOOD HAZARD DETERMINATION I . Form 81-93 Oct02 Expires October 31 2005 • SECTION I - LOAN INFORMATION 1. LENDER NAME AND ADDRESS 2. COLLATERAL (adwngmobjjeHmPeso,siProp) PROPERTY ADDRESS DewiØon may be aled,ed) . Omer: N/A Address Supplied: Address Found: THE PROPOSED LENDER . . . . . N/A • N/A EGG HARBOR, NJ 00000 EGG HARBOR NJ . BLOCK 3317 . BLOCK 3317 LOT, ITHRU25 LOT: 1THRU25 . QUALIFIER: QUALIFIER: NA 3. LENDER ID. NO.. 4. LOAN IDENTIFIER . 5: AMOUNT OF FLOOD INSURANCE REQUIRED $ SECTION Ii . . . A. NATIONAL FLOOD INSURANCE PROGRAM (NFIP) COMMUNITY JURISDICTION 1. County(ies) . 3. State . NFIP Community . -, . 2. 4. Name NFIP Community Number ATLANTIC •. 340007 EGG HARBOR TOWNSHIP . NJ •. B. NATIONAL FLOOD INSURANCE PROGRAM (NFIP) DATA AFFECTING BUILbINGJMOBILE HOME . . 1. NFIP Map Number or Community-Panel Number. 2. 5. No NFIP (Community name, If not the same 25 A) NFIP Map Panel Effective! . . Revised Date . 3. LOMAJLOMR 4. Flood Zone Map 340007 0008 B D yes C . 16-FEB-1983 . Date . C: FEDERAL FLOOD INSURANCE AVAILABILITY (Check all that apply) . . . . . . . .. - [g Federal Flood insurance Is available (c mu parperezin A/Re). Regular Program IXI Emergency Program of.NFIP 0 Federal Flood Insurance Is not available because community Is not participating in the NFIP. . . . D Building/Mobile Home Is in a Coastal Barrier Resources Area (C.BRA) or Otherwise Protected Area (0 PA), Federal Flood Insurance may not D be available. CBRA/OPA designation date: . •. . D. DETERMINATION . . .. . .: IS BUILDING/MOBILE HOME IN SPECIAL FLOOD HAZARD AREA . . .. (ZONES CONTAINING THE LETTERS "A" OR "V")? . 0 . . YES 0 If yes flood Insurance Is required by the Flood Distaster Protection Act of 1973. . •: NO If no, flood insurance Is not required by the Flood Distaster Protection Act of 1973. . . . . . . . E. COMMENTS ('Optiona!l: . . . . . . CHARLES JONES, LLC CERTIFIES THIS DETERMINATION TO THE PROPOSED LENDER FOR THE SOLE PURPOSE OF ITS COMPLYING WITH THE FLOOD DISASTER PROTECTION ACT OF 1973. Requested by Customer Name: DR HORTON INC -NJ Customer Reference: MITCH NEWMAN / DON M PEPE, ESQ Attention: . . ENGLISH MILL ATTN: MITCH NEWMAN 20 GIBSON PL FREEHOLD, NJ Address: . 07728- . . . . . . This determination Is based on examining the NFl? map, arty Federal Emergency Management Agency revisions to it, and other information needed to locate the • . bullctlnglrnoblie home on the NFl? map. F. PREPARER'S INFORMATION • • . . • . . • _____________________________ NAME ADDRESS, TELEPHONE NUMBER (IfotheAani.ee) . . • • . . . . . • • • Charles Jones, LLC • • Date of Determination • 15-APR-2004 fl • . • . P.O. Box 848 CtY'R41' • J.c_ • Search Number Trenton NJ 08650-0488 • • • FL04-106-1325 • . www.chadesjones.com L-) FEMA Form 81-93, OCT 02 FEDERAL EMERGENCY MANAGEMENT AGENCY Adapted from FEMA 0 M.B No 3067-0264 • STANDARD FLOOD HAZARD DETERMINATION . •• . Fom,81-930ct02 ExpresOctber31,2005 • SECTION' I - LOAN INFORMATION • 0 • . . . .. LENDER NAME AND ADDRESS . 2. COLLATERAL alng IeHPeaeifPrope-ty) PROPERTY ADDRESS .' . AlDespfoe maybe are4,ed) Owner: N/A.•• Address Supplied: . Address Found: THE PROPOSED LENDER. . . . . . . . . . . • : . N/A . . N/A EGG HARBOR, NJ 00000 . . . EGG HARBOR NJ BL06K3318 . . . .. BLOCK' 3318 LOT: I THRU 32 . . . LOT: 1 THRU 32 QUALIFIER: QUALIFIER: NA 3. LENDER ID. NO. . 4. LOAN IDENTIFIER . : s. AMOUNT OF FLOOD INSURANCE REQUIRED . 5 SECTION II .. . A. NATIONAL FLOOD INSURANCE PROGRAM (NF1P) COMMUNITY JURISDICTION 1. County(les) . •.• . NFIP Community . •. 2. 4 Name . • . . . NFIP Community Number . ATLANTIC NJ 340007 • EGG HARBOR TOWNSHIP , • .. B. . NATIONAL FLOOD INSURANCE PROGRAM (NFIP)DATAAFFEC11NG BUILDING/MOBILE HOME . . . NFIP Map Number or Community-Panel Number 1. 2. . 5. Na NFIP. (Community name, If not thq sane as A) NFJP Map Panel Effecflve/ . . .. . Revised Date 3. LOMAILOMR 4. Flood Zone Map . 5 . Dyes C 340007 0008 B . 16-FEB-1983 Date C. FEDERAL FLOOD INSURANCE AVAILABILITY (Check all that apply) . . . . . . . available,. [R Federal Flood insurance is (conmwityparricipatesin NP/F), Regular Program [] Emergency Program of NF IF U Federal Flood insurance is not available because comnlLinity is not participating In the NFIP. . . . . . O Building/Mobile Home is in a Coastal Barrier Resources Area (C BRA) or Otherwise Protected Area (0 PA), Federal Flood insurance may not O be available. CBRNOPA designation date: . • . . . . . . .. .. . . . . D. DETERMINATION !S BUILDING/MOBILE HOME IN SPECIAL FLOOD HAZARD AREA (ZONES CONTAINING THE LETTERS "A. OR DV")? . . 0 . : YES FX1 . If yes flood Insurance is required by the Flood Distaster Protection Act of 1973. . . . . NO it no flood Insurance Is not required by the Flood Distaster Protection Act of 1973. .. . E. COMMENTS (Optional): CHARLES JONES, LLC CERTIFIES THIS DETERMINATION TO THE PROPOSED LENDER FOR THE SOLE PURPOSE OF ITS COMPLYING WTHTIIE 5 . . . . . . . . .•. 0• FLOOD DISASTER PROTECTION ACT OF 1973. • . •: Requested by: CustornerName: DR HORTON INC -NJ Customerleference: . . MITCH NEWMAN(DONM PEPE,ESQ •.• . : Ahention: ENGLISH MILL . ATTN: MITCH NEWMAN 20 GIBSON PL FREEHOLD, NJ. . Address: .... . . . . ... .. . . . 07728- . .• . . . . This determination Is based on examining the NAP map, any Federal Emergency Management Agency revisions to. 11, and otherinformatlon needed to bests the . : S .. • . . . . . ... building/mobile home on the NFIP map. . PREPARER'S INFORMATION . . . : . . . .: . . . . ,.. F. • . NAME, ADDRESS, TELEPHONE NUMBER pfothanLeie-) . .. . . . . ,. • . Charles Jones, LLC • Date of Determination Box 8488 • . . . . 15-APR-2004 P.O. ., . '' 4 Search Number S Trenton, NJ 08650-0488 •. FL04-106-1326 www.chartesjonescom . . .. . • . U . S . 0 FEMA Form 81-93, OCT02 FEDERAL EMERGENCY MANAGEMENT AGENCY. Adapted from FEMA. '. 0 MB No 3067.4)264 • STANDARD FLOOD HAZARD DETERMINATION ' Fom 81-93OctO2. Excires October31, 2005 SECTION I LOAN INFORMATION 1. 'LENDER NAME AND ADDRESS nePetmeloe') 2. COLLATERAL awth lie PROPERTY ADDRESS Des.olpfonmeyentethed) N/A ' Owner: Address Supplied: '' Address Found: THE PROPOSED LENDER • ' N/A ' N/A EGG HARBOR, NJ 00000 ' 'EGG HARBOR NJ BLOCK 3319 BLOCK3319 LOT: 1THRU11 S LOT: 1'THRUll QUALIFIER: ,. •,QUALIFIER: NA 3. LENDER ID. NO. 4. LOAN IDENTIFIER 5. AMOUNT OF FLOOD INSURANCE REQUIRED' ' ' ' ' •: SECTION 11 A. NATIONAL FLOOD INSURANCE PROGRAM (NFIP) COMMUNITY JURISDICTION . CountyQes) 3. State. 1. 2. 4. . NFIP Community NFl? Community Name ' : ' •• ' ' ' ' Number. EGG HARBOR TOWNSHIP ATLANTIC NJ 340007 B NATIONAL FLOOD' INSURANCE PROGRAM (NFl?) DATA AFFECTING BUILDINGIMOBILE HOME 1. NFl? Map Number or CommunityPaneI Number 2 , '. 5. No NFl? (Community name, If not the same as A) NFIP Map Panel Effective) '' ' . ' . ' ' Revised Date 3.LOMATLOMR 4. Flood Zone . . C.'. , 340007 0008 B DY ' , 16-FEB-1983 Date C. FEDERAL FLOOD INSURANCE AVAILABILITY (Check all that apply) ' . '' ' ' ' , .. • Federal Flood Insurance is available ( m pa patefn NP!F,L [XI Regular Program Emergency Program of NFIP J Federal Flood Insurance Is not available because community !shot participating In the NFIP BuiIctingielobile Home Is in a Coastal Baner Resources Area (CBRA) or Otherwise Protected Area (0 PA), Federal Flood insurance may not be available, CBRAIOPA designation date D. DETERMINATION IS BUILDING/MOBILE HOME IN SPECIAL FLOOD HAZARD AREA (ZONES CONTAINING THE LETTERS A OR V)? 0 [XI YES NO If yes, flood Insurance Is required by the Flood Dlstaster Protection Act of 1973. If no, flood insurance is not required by the Flood Distaster Protection Act of 1973. E. COMMENTS (Optional) CHARLES JONES LLC CERTIFIES THIS DETERMINATION TO THE PROPOSED LENDER FOR THE SOLE PURPOSE OF ITS COMPLYING WITH THE FLOOD DISASTER PROTECTION ACT OF 1973. ' ' Requested by: Customer Name: D R HORTON INC -NJ . Customer Reference: ' Attention: ' MITCH NEWMAN / DON M PEPE, ESQ ." . ENGLISH MILL . ATTN:MITCH NEWMAN 20 GIBSONPL FREEHOLD NJ Address: 07728- ' ' ' . . . ' ' ' . . ' •' ' ' to locate Th i Information needed This detonnlnatlon is based on examining The NFIP map, anyFoderat Emergency Management Agency revisions to It, and other ' ' ' . ..''''. ' . bull dinglthoblkhome on the NFIP map. F. PREPARER'S INFORMATION ' ' . ' " '• .. . ' '•' NAME, ADDRESS TELEPHONE NUMBER (Wotiet,an Leode)..'' , ' ' ' Date of Determination Charles Jones, LLC •15-APR-2004 ' P.O. Box 8488 • Trenton, NJ 08650-0488 Search Number •FL04-106-1327 www.chadesjones.com sjories.com FEMA Form 8I-93,OCTO2 • FEDERAL EMERGENCY MANAGEMENT AGENCY . • STANDARD FLOOD HAZARD DETERMINATION • .• Adapted from FEMA .0MB No 30670264 Oct 02 Fain 81-93 Expires October 31, 2005 SECTION I'- LOAN INFORMATION . . I. LENDER NAME AND ADDRESS . 2. COLLATERAL fBUIg,1cbiIeH Pe . fope') PROPERTY ADDRESS . . .. - . . . . .. elseipfonmeybethed) . Owner NIA •: •-.. •- . Address Supplied: . I .. Address Found:.. ... THE PROPOSED LENDER . . •• . • . . : •. .. • :- . . • . N/A . . N/A . . EGG HARBOR, NJ 00000 : . . EGG HARBOR NJ • BLOCK 3322 . BLOCK 3322 • •- LOT: 12&3. . . . . . LOT: 1,2.&3 QUALIFIER: QUALIFIER: NA •. 3. LENDER ID. NO.- .. 4. LOAN IDENTIFIER 5. AMOUNT OF FLOOD INSURANCE REQUIRED. SECTION II . •. . . A. NATIONAL FLOOD INSURANCE PROGRAM (NFIP) COMMUNITY JURISDICTION . . . . : 1. NFIP Community .: County(ies) • . .. •StIte 4. Name . . . . . . . .• NFIP CommunIty. Number •.. : EGG HARBOR.TO'INNSI41P . . ATLANTIC NJ 340007 -B. NATIONAL FLOOD INSURANCE PROGRAM (NFIP) DATA AFFECTING BUILDINGJMOBILE HOME .• . 1. . NFIP Map Number or Community-Panel Number 2. : . 5. No NFIP (Community name, If not the same as A") NFIP Map Panel Effective! . . Revised Date' Map . 3. LOMALOMR 4 Flood Zone . c • . . El Yes 340007 0008 B . 16-FEB-I 983 . . . . • . . .. . . . . . . . . . Date . . . (Check all . . . . C. FEDERAL FLOOD INSURANCE AVAILABILITY that apply) . ... . Federal Flood insurance Is available (eenm&nir'paradpnosin WFIP •. •, Emergency Program of NFIP Regular Program [] 0 • Federal Flood insurance is not available because community is not participating In the NFl P. •- . . .. .- BulldihglMoblle Home is in a Coastal Barrier Resources Area (CBRA) or Otherwise Protected Area (OPA), Federal Flood insurance may not 0 be available. . . . . . . . . . . . . : •, CBRA/OPA designation date: . . . P. DETERMINATION . . . . . . . . .. . . . . IS BUILDING/MOBILE HOME IN SPECIAL FLOOD HAZARD AREA • . .. :• . (ZONES CONTAINING THE LETTERS "A OR "V')? . IXI NO 0 YES • If yes flood Insurance Is required by the Flood Dlstaster Protection Act of 1973. . . .. not required . . •.. .- . . . •- . . . no, hood insurance Is by the Flood Distaster Protection Act of 1973. If E. COMMENTS (Optional) . . . .- CHARLES JONES, LLC CERTIFIES THIS DETERMINATION TO THE PROPOSED LENDER FOR THE SOLE PURPOSE OF ITS COMPLYING WITH THE . FLOOD DISASTER PROTECTION ACT OF 1973. .... . . .' . . . Requested by:. Customer Name: DR HORTON INC -NJ . . MITCH NEWMAN/DON M PEPE,ESQ - Cvstomer Reference: . . Attention: . . . . . -. . .r ATIN: MITCH NEWMAN 20 GIBSON PL FREEHOLD, NJ . •.. ENGLISH MILL .. Address: 07728- . . . . . . • . • This determination Is based on examining the NFIP map, any Federal Emergency ManagementAgeney revisions to It. and othorinformatlon needed to ioct* the bulidinglmobile home on the NFIP map. . .. • • F; PREPARERS INFORMATION- . • . . •. NAME, ADDRESS, TELEPHONE NUMBER (Ifoner han Lender) ,• .. . . ... • . • . • .. .. . Charles Jones, LLC • Date of Determination • •• • 15-APR-2004 • P.O. Box 8488 . • . . . Search Number Trenton, NJ 08650-0488 . FL04-106-1329 • . . . . . . . . (j 4 www.cha,desjones.com . . FEMAFOrTTI 81-93, OCT02 FEDERAL EMERGENCY MANAGEMENT AGENCY. . I Adapted from FEMA O.M.S.No 3067-0264 STANDARD FLOOD HAZARD DETERMINATION Fcem 81-93 Oct02. Exp'resOctcbe,r31. 2005 J SECTION I - LOAN INFORMATION . . . 1. LENDER NAME AND ADDRESS 2. COLLATERAL (BdInethile esme!Prope-rj) PROPERTY ADDRESS N/A . . Owner: Address Supplied: Address Found: . THE PROPOSED LENDER . . . . . N/A . . NIA EGG HARBOR, NJ 00000 . EGG HARBOR NJ BLOCK- 3313 . . . BLOCK 3313 LOT. 1THRU LOT: ITHRU22 QUALIFIER: 22 . QUALIFIER: NA . 3. LENDER ID. NO. 4 LOAN IDENTIFIER °. . 5. AMOUNTOF FLOOD INSURANCE REQUIRED $ SECTION Ii A. NATIONAL FLOOD INSURANCE PROGRAM (NFIP) COMMUNITY JURISDICTION . . 1. CountY(les) 3. State NFIP Community -. '. 2. 4. Name . . . . . NFIP Community .. Number EGG HARBOR TOWNSHIP . . ATLANTIC NJ . 340007 [ B. NATIONAL FLOOD INSURANCE PROGRAM (NFIP) DATA AFFECTING BUILDING/MOBILE HOME . . 1. NFIP Map Number or Community-Panel Number. 2. S. No NFIP (Community name, If not the same as A) NFIP Map Panel Effective/ . . . . Revised Date . 3. LOMA&OMR . 4. Flood Zone Map ., c 340007 0008 B Ely es 16-FEB-1983 Date C. FEDERAL FLOOD INSURANCE AVAILABILITY (Check all that apply) . (cwnmniryparudparesim WFIP Federal Flood insurance is available Regular Program . IXI Emergency Program of NFIP 0 Federal Flood Insurance Is not available because community Is not particlpatng in the NFIP. O Building/Mobile Home Is in a Coastal Barrier Resources Area (C BRA) or Otherwise Protected Area (0 PA), Federal Flood insurance may not O be available. . . . . . . . CBRAIOPA designation date: D. DETERMINATION . . .. . . . . . IS BUILDING/MOBILE HOME IN SPECIAL FLOOD HAZARD AREA (ZONES CONTAINING THE LETTERS "A OR NV")? . 0 LXI YES . . NO If yes, flood Insurance Is required bythe Flood Distaster Protection Act of 1973; If no, flood insurance is not required by the Flood Distaster Protection Act of 1973. E. COMMENTS (Optional): ... . . . . CHARLES JONES, LLC CERTIFIES THIS DETERMINATION TO THE PROPOSED LENDER FOR THE SOLE PURPOSE OF ITS COMPLYING WITH THE FLOOD DISASTER PROTECTION ACT OF Requested by Customer Name: D R HORTON INC - NJ . . . . Customer Reference: . . MITCH NEWMAN / DON M PEPE, ESQ Attention: . ENGLISH MILL ATTN: MITCH NEWMAN 20 GIBSON PL FREEHOLD, NJ Address: 07728- . . . needed to locate the ThIs determination Is based on examining the NFIP map, any Federal Emergency Management Agency revisions to It, and other 1nfermtI!n . . . . building/mobile home on The NFIP map. F. PREPARER'S INFORMATION L NAME ADDRESS, TELEPHONE NUMBER (1fotter hen Lender) . . Dale of Detemination Charles Jones, LLC . 15-APR-2004 P.O. Box 8488 . 9, Trenton, NJ 08650-0488 . Search Number . FLD4-106-1315 0 www.charlesjorres.com . U . . . . . . . . . . EMAForrn 81-93, OCT 02 EXHIBIT 7 SPECIMEN OWNERS POLICY OF TITLE INSURANCE FANJ-70A 6/1/87 FIRST AMERICAN TITLE INSURANCE COMPANY SCHEDULE A SAMPLE ABC S . POLICY NUMBER: 66666 AGENT FILE No 2123/04 POLICY DATE: . 5 $i85,00000 . POLICY AMOUNT: NAME OF INSURED: 1. John Smith and Mary Smith, husband and.wife, by. Deed from D.R. Horton, Inc.-New Jersey, a Delaware Corporation, dated I /28/O'3, recoTded 2/23/04 in the Atlanitc n Deed Book 0001, Page 001 County Clerk's Office in.' 4c S S S THE ESTATE OR INTEREST ON THE LAND 2 WHICH IS COVERED BY THIS POLICY IS S S S S 'E SIMPLE THE LAND REFERRED TO IN THIS POLICY IS DESCRIBED AS FOLLOWS 3 Being in the Township of Egg Harbor, County of Atlantic, and the State of New Jersey more particularly described according to the description contained in the insured S document S S S NOTE: Block JKL, Lot 4, as shown on Plan of Lots "Major Subdivision Plan-Sheet "D", Final Plan -English Mill' to be filed FANJ-62 S. ALTA Owners Policy 10/21/87 S . S • •• 3çHEUULE B : . • SAMPLE POLICY No ABC FILE NQ.'.66666 THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE (AND THE COMPANY WILL NOT PAY COSTS, ATTORNEYS' FEES OR EXPENSFS) WHICH ARISE BY REASON OF Encroachments, overlaps, boundary line disputes, and any other matters which would 1. be.disclosed by an. accurate survey and inspection of the premises. 41h Lien of Taxes quarter 2003 Land Taxes are paid Subsequent taxes are not yet due 2 and payable •. Liability for additional assessment for taxes in connction with any new construction, 3. pursuant to N.J.S.A., 54:4-63, 1 et seq, Open from 1/12/04, which are not yet due and or payable. S . Restrictions as contained in Deed Book 1809, Page 136 4 Restrictions as contained in Deed Book 2052, P.ge 62 5 Easement as contained in Deed Book 3652, Page 198 tAtlanbc City Electric Company 6 License Agreement as contained 'in Deed B1272, Page 186 7 The following as shown on Plan of Lot 44aj Sifbdivison Plan-Sheet "D", Final Plan - 8 English Mill" to be filed (A) 20 foot front and rear building setb'ck line (B) 5 foot side building setack)ne, (C). Sight triangle. easementE. (D) 20 foot drainage esempnt. (E) 15 foot wide emergency access easement F) 20 foot wide utilr easement •25 foot .wide perimeter bl4ffer . . . . (G) Mortgage in the amount of $150,000.00 and interest made by John Smith and Mary. 9 Smith, husband and wife to ABC Mortgage Corporation, dated 1/28/054, recorded 2/23/04 in the Atlantic County Clerk's Office in Mortgage Book 0001, Page 002 Countersigned Schedule B of this Policy consists of 1 page(s) Authorized Signatory First American Title Insurance Company• SURVEY ENDORSEMENT SAMPLE Policy No. ABC S 66666 File No. Exception number 1 in Schedule B of this policy is deleted and the following is substituted therefor: 1. Based upon a survey made by John Smith L.S., License #11 111, of Summerand Winters & Associates, Inc., dated 2/01/04, the Company hereby insures against loss or damage which the insured shall sustain by reason of any encroachments, overlaps, boundary line or disputes or easements, excepts as follows: Except as noted on Schedule B, Item 5 (a) and (b) This endorsement is a part of he policy or commitment and tssubfet to all the terms and provisions thereof and of any prior endorsements thereto. Except to the extepexpresltated, it neither modifies any of the terms and provisions of the policy or commitment and prior endorsemLents if any, nor does it extend the effective date of the policy or commitment and prior encqrsements or increase the face amount thereof Date 2/23/2004 Countersigned Authorized Signature S Survey Endorsement S NJRB-5O1 FANJ7 S S FANJ.5I ALTA WAN POUCY lQf2fN7 FIRST AMERICAN TITLE INSURANCE COMPANY SCHEDULE A SAMPLE ABC Policy Number: 66666 Agent File No Policy Date: 2/23/04 Policy Amount: $150,000.00 1 Name of insured ABC MORTGAGE CORPORATION, and/or its Successors and Assigns as their interest. may appear. 2 The estate or interest on the land which is cvered by this Policy is FeeSimple . . Title to the estate or interest in the lands is vested in 3 John Smith and Mary Smith, husband and wife, by Deed from D R Horton, Inc.-New Jersey, a Delaware Corporation, dated 1/28/04, recorded 2/23/04 in the Atlanitc County Clerk's Office in Deed Book 0001, Page 001 The insured mortgage and assignments, if any, are described as follows 4 Mortgage in the amount of$150,000.00 and interest made by John Smith and Mary Smith, husband and wife to ABC Mortgage Corporation, dated 1/28/04, recorded 2/23/04 in the Atlantic County Clerk's Office in Mortgage Book 0001, Page 002 . . .. 5 The land referred to ii this Policy is described as follows Being in the Township of Egg Harbor, County. of Atlantic, and the State of New.Jersey more particularly described according to the description contained in the insured document NOTE: Block JKL, Lot 4, as shown on Plan of Lots "Major Subdivision Plan-Sheet Final Plan -English Mill" to be filed. SCHEDULE B SAMPLE ABC Policy Number: 666666 Agent File No EXCEPTIONS FROM COVERAGE This Policy does not insure 'against loss or damage (and the Company will not pay costs, attorneys fees or expenses) which arise by reason of PART I 1 Encroachments, overlaps, boundary line disputes, and any other matters which would be disclosed by an accurate survey and inspection of the premises Lien of Taxes 4th 2 quarter 2003 Land Taxes are paid Subsequent taxes are not yet due • and payable •• '' ' 3. Liability for additional assessment for taxes in connection with any new construction, • pursuant to N.J.S.A., 54:4-63, 1 et seq, Open from 1/12/04, which are not yet due-and or payable. ' S 4 Restrictions as contained in Deed Book 1809, Page 136 2 Restrictions as contained in Deed Book 2052, Page 62 3. Easement as contained in Deed Book 3652,' Page 198 to Atlantic City Electric' Company S .. 4 License Agreement as contained in DeedBook 5272, Page 186 5 The following as shown on Plan of Lots "Major Subdivison Plan-Sheet "D", Final Plan - English Mill to be filed. (A) 20 foot front and rear building setback line (B) 5 foot side building setback Ime (C) Sight triangle easements (D). 20 foot drainage'eaementi 15 foot wide emergency access easement (E) S • • S • (F) 20 foot wide utility easement (G) 25 foot wide perimeter buffer NOTE This Policy insures that the mortgage as set forth on Schedule A,*.Item No 4 is a valid first lien on the premises insured herein NOTE This Policy insures that the Easements do not interfere with use and occupancy of the insured premises, as set forth on Schedule B-Part I, Items No 6,.5(c) and (d), (e and f NOTE This Policy insures that Exception 5 (a) and (b) of Schedule B, Part 1, of this Policy have been complied with and any future violations thereof will not result in a forfeiture or reversion of title NOTE:' • This Policy insures that the Restrictions have not been violated and any future'• violation will not result in an reversion or forfeiture of title, as set forth on Schedule B, Part I, Item 4 and 5 Countersigned S • Schedule B of this Policy consits of '1 pae(s). First American Title Insurance Company • . . . SURVEY ENDORSEMENT SAMPLE ABC . . . . Policy. No. File No.. Q6666 . . Exception number I in Schedule B of this policy is deleted and the following is substituted therefor: 1 Based upon a survey made by John Smith L.S., License #11111, of Summer and Winters • & Associates, Inc., dated 2/01/04, the Company hereby insures against loss or damage which the insureds sustain by reason of any encroachments, overlaps, boundary line or disputes or easements, ,excepts as follows: . . Except as noted on Schedule B Part I Item 5 (a) and (b) This endorsement is a part of the policy or commitment and is subject to all the terms and provisions thereof and of any prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of the • terms and provisions of the policy or commitment and prior endorsements if any, nor does it extend the effective date of the policy or commitment and prior endorsements or increase the face amount thereof. Date 2/23/2004 • .Countersigned • • .• Authorized Signature Survey Endorsement NJRS-5-01 FANJ7 • •EXIILBIT8 • AMENDMENT AND SUPPLEMENT TO THE • • DECLARATION OF COVENANTS AND RESTRICTIONS FOR THE VILLAGE GRANDE AT ENGLISH MILL AMENDMENT AND SUPPLEMENT TO THE DECLARATION OF COVENANTS AND RESTRICTIONS FOR THE VILLAGE GRANDE AT ENGLISH MILL S. Prepared by: Christine F. Li, Esq. • RECORD AND RETURN. TO: • • S GREENBAtJN, ROWE, SMITH, RAVIN, DAVIS & HIEL LLP S • P.O. Box 5600' S • S Woodbridge, New Jersey 07095 • '• S • Attention: Christine F. Li, Esq. • S •• • . .' AMENDMENT AND SUPPLEMENT' TO:THE. DECLARATION'OF COVENANTS AND RESTRICTIONS "FOR THE VILLAGE GRANDE AT ENGLISH MILL '. THIS AMENDMENT AND 'SUPPLEMENT made: this 'day -of, 200, by:D.R. Horton, Inc.; New Jersey, a Delaware Corporation, having an office at 20 Gibson Place, Freehold, New Jersey 07728, (hereinafter 'the "Developer") . WITNESSETH: , WHEREAS, Developer is the owner of the fee 'simple, title, to certain real property situate., '].yingand being in the Township of Egg' Harbor.,'County of Atlantic*, - .and' State of'NewJersey,"as more fully described hereinafter; and WHEREAS, Developer is creating thereon' a 'planned unit development intended for 'Occupancy by persons,. 55 years or-older, which 'is" presently intended' to 'ultimately consist of 'three hundred 'arid. one (397) fee, simple single-family detached Homes in two (2) or, more sections together with' certain,' Common Property, all as •described on Exhibit "A" and 'depicted on Exhibit "B", attached", to the" Declaration ' of , Covenants' - and Restrictions (hereinafter the "Declaration")' for The Village Grande at English Mill' (hereinafter the "Entire Tract"); and: WHEREAS, in order to establish' and preserve the character of The Village. Grande at English Mill includingits character as 'a. high quality adult community,'-.' the Developer is ' desirous of imposing ,a general scheme of,restrictions covering said:.lands. and premises of the Entire Tract for the protection: and benefit ' of' the Developer,' its successors and assigns,, the Entire. Tract,. and each and every owner.ot any and all portions thereof; and 'WHEREAS, Developer has deemed, it, advisable to 'create a.'. homeowners association ' to which shall be delegated and assigned the power and authority to maintain and' administer the Common Property, 'and certain 'other .portions of the Entire 'Tract, to administer and enforce the covenants and restrictions governing the Entire 'Tract, 'and .to collect and disburse all assessments and charges necessary 'for such maintenance, administration, and enforcement, all as hereinafter provided; and WHEREAS, Developer has caused to be incorporated under the laws of the.. State of New Jersey, 'a non-prof it'corporation known and designated as The Village Grande at English Mill Homeowners Association, Inc. 'as the , entity to perform - the aforesaid functions,' and which are hereinafter more fully set forth in the Declaration; and the Developer, has... heretofore subjected to the WHEREAS, provisions of the Declaration all of the property described in Exhibit "A-i" :.ánd depicted ón:Exhibit "B-i" of the Declaration, as filed in the Office of the Clerk of Atlantic County. on 200_, constituting Section 1 of the Entire Tract; . and . . S .. . .. WHEREAS, the Developer desires to.. subject to the .provisions of the Declaration and. to incorporate .into.',The Village Grande 'at. English. Mill the. additional lands and .imrovements : in Section. as described in Exhibit A-2" and shown on that iap. , consisting of entitled . . acres and . Homes dated,. . additional . 200_ and prepared by which .map i's attached hereto and incorporated herein :. as Exhibit "B-2 11 ; and . . ., . .. . . NOW THEREFORE, the Developer hereby amends and supplements': the Declaration as follows:-. . . .. . ''• 1. The Developer hereby incorporates into The .Villàe Grande . at English Mill the additional.: lands, and other'' improvements described in. Exhibit' "A-2" and shown 'in Exhibit "B-. 2". aforesaid; and:.. . ., . . . . .: . • :2 The Developer 'declares that such lands and improvements are and shall be held,. transferred, sold, leased, conveyed, .occupied and used subjet .' to. the 'covenants, . restrictions, conditions, easements, charges,:: liens and provisions: set forth in the Declaration, as now or hereafter amended, all of which are hereby incorporated,: by reference . as . though, • fully.' set forth. and . ': ' . .. . . . .. .. .,.. herein'- , 3.. Except as expressly modified herein,, all .other terms and:. conditions 'of 'the Declaration, shall remain in full, force and effect and in the case of any, conflict, the provis ions. hereof. shall be deemedontrolling'. : .. . . .•' IN WITNESS WHEREOF, the Developer has caused this Declaration to be executed on the date first mentioned above D R HORTON, INC - NEW JERSEY a Delaware Corporation ATTEST °, President - OF NEW JERSEY STATE. )SS COUNTY OF I am , an officer authorized to take acknowledgements and proofs in this State On , 200_. (the 1 "Witness") appeared before me in person. The Witness was duly • sworn by me according to law under oath and stated and proved to . :. .• . . . . my satisfaction that: . . • . . . 1.. The Witness •is the Secretary of D.R. HORTON, INC.'- NEW JERSEY (the "Corporation") which is the Grantor in this Deed 2 The officer who signed this instrument is the . . . . • President of the Corporation. . .. ., .. • 3 The making, signing, sealing and delivery of this instrument have been duly authorized by a proper resolution of the Board of Directors of the Corporation. . . . . . 4 The Witness knows the corporate seal of the Corporation. The-:. seal was affixed to this instrnént by the Corporate Officer The Corporate Officer signed and delivered this instrument as and for the voluntary act and deed of the All Corporation this was done in the presence of the Witness who signed this instrument as attesting witness The Witness signs this proof to attest to the truth of these facts Sworn to and Subscribed ,Secretary : before: me, on this . • . . • 200 •. .. .. . day.,of . .. .. Notary Public . . . • : EXHIBIT 9 DOWN PAYMENT BOND AND DEPOSIT ESCROW AGREEMENT FOR THE VILLAGE GRANDE AT ENGLISH MILL THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK DOWN PAYMENT BOND BOND # 08714206 KNOW ALL MEN THESE PRESENTS, that we, DR Horton, Inc. - New Jersey (dba SGS Communities) a Delaware corporation authorized to do business in New Jersey, having an, office at 20 Gibson Place, Freehold, NJ 07728 as Principal. and Fidelity and Deposit Company of Maryland authorized, to do business in the State of New Jersey having an office and place of business at 4010 Boyscout Blvd., Suite 600, Tampa, FL 33607 as Surety, are held and firmly bound unto Title America Agency Corp (Escrow Agent) as Obligee, in the sum of Four Million Dollars and No Cents ($4,000,000.00) lawful money of the United States for which payment well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns jointly and severally firmly by these presents. WHEREAS, the Principal as seller, has entered into contracts for the construction of homes in the project to be known as The Village Grande at Little Mill, Egg Harbor Township, Atlantic County, New Jersey; and The Grande at Rancocas Creek Townhomes, Deiran Township, Burlington County, New Jersey. WHEREAS, said contracts provide for down payments in the aforesaid amounts. WHEREAS, said contracts contain various terms and provisions which control the rights, privileges and duties of the Principal with respect to said down payments. NOW THERFORE, THE CONDITION OF THIS BOND IS SUCH, that if the Principal shall well and truly carry out and conform to the terms and provisions of said contracts, as and only as such terms and provisions relate to the down payments, then this bond shall be mill and void, otherwise to remain in full force and effect. This bond shall be in full force and effect until the earliest to occur of (a) passage of title to the aforesaid homes to Purchaser, or (b) default of the Purchaser, under the contracts and lawful and proper cancellations of the contracts by the Principal pursuant to the terms of the Offering Plan for the sale of the homes It is a further condition that in no event shall the Surety be liable in the aggregate for more than the stated penal sum of this Bond. It is a further condition of this bond that no suit or action shall be brought hereunder by any party other than the Obligee. Surety may terminate its liability by giving not less than 30 days written notice of its intent to Principal and Obligees. Such termination hall not relieve Surety of any liabilities incurred prior to the effective termination of liability stated in the written notice mailed but shall be final thereafter SIGNED, SEALED AND DATED TIES JULY 23, 2003. Fidelity and Deposit Company DR Horton, Inc. - New Jersey . of Maryland Kimberly . Tavernier, Attorney-in-Fact • BY: c/o Willis of Florida .5i\ V P'- 7650 Courtney Campbell Cswy., #920 Tampa, FL 33607/Inquiries: (813) 281-2095 ACKNOWLEDGEMENT BY SURETY STATE OF FLORIDA SS COUNTY OF HILLSBOROUGH J On this 23rd day of July, 2003 before me, personally came Kimberly A. Tavernier, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within Instrument as Attorney-In-Fact on behalf of Fidelity and Deposit Company of Maryland, and acknowledged to me that he/she executed the within instrument on behalf of said surety company and was duly authorized to do. In witness whereof, I have signed and affixed my official seal on the date in this certificate first above written Signature AnettCardinale This area for Official Notarial Seal ACKNOWLEDGEMENT STATE OF NEW JERSEY SS COUNTY OF MONMOUTH BE IT REMEMBERED that on tins day of SJ1 , 2003, before me the subscriber, personally appeared Mitchell Newman, to me known and known to me to be a Senior Vice President of D R Horton, Inc - New Jersey, dba SGS Communities, a Delaware Corporation, described in and who executed the foregoing instrument and he whereupon acknowledged to me that he executed the same as a voluntary act and deed, on behalf of and for the Corporation, for the uses and purposes expressed in said instrument. In witness whereof, I have signed and sealed this acknowledgement the day and year first a ewritten. otary Public (Seal) ( DWE L N40 JSEY w6tv NOTARY PC of Power of Attorney FIDELITY AND DEPOSIT COMPANY OF MARYLAND KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a corporation of the State of Maryland by PAUL C. ROGERS, Vice Prnt, and T$MITH, Assistant Secretary, in pursuance of authority grahted by Article VI, Section 2, of the By-Law Compvhich are set forth on the reverse side hereof and are hereby certified to be in full force and effect oi4 ate here es hereby nominate, cnstitute and appoint James W. Dunn, David H. Carr, Kimberly A. TavernipTt1da J. 1\nd Anett Cardinale all of Tampa, Florida, EACH its true and lawful agent and Attorney-in-Fact4rke, exeN al and deliver, for, and On its behalf as surety, and as its act and deed: any and all bonds and und9iigs 1. Cpit's to Release of Retainage andfqr Final Estimates on Construction Contracts required by th artmen ransportafion, 'State of FloridaAnd the execution of such bonds or undertakings in pursuance of as binding upon sid Company, as fully and amply, to all intents and purposes, as if they had been 1 xecuted,4cknowIeded by the regularly elected officers of a S. This power of attorney revokes that issued on the Company at its office in Baltimore Md., in thei prope , 13, 2000. behalf of James W. Dunn, David H. Carr,Mima Rai enise TKimbetly A. Waller,dated1lovembr The said Assistant Secretary does hereby cettiihe extrac-hh on the reverse side hereof is a true copy of Article VI, Section 2, of the By-Laws of said Company, and in force"> IN WITNESS W}IEREOF, the said Vice-Pr 'ident ai istant Secretary have hereunto subscribed their names and affixed the Corporate Seal of the said FIDELITY COMPANY OF MARYLAND, this '7th day ofJanuary, A.D.2003. ANDWbSIT ATTEST: FIDELITY AND DEPOSIT COMPANY OF MARYLAND *o tPos By: T. E. Smith Assistant Secretary Paul C. Rogers Vice President State of Maryland City of Baltimore ) On this 7th day of January, A.D. 2003, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, came PAUL C. ROGERS, Vice President, and T. E. SMITH, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and they each acknowledged the execution of the same,-and being by me duly sworn, severally and each for himself deposeth and saith, that they are the said officers of the Company aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and'that the said Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written. Sandra Lynn Mooney Notary Public My Commission Expires: January 1, 2004 POA-F 031-3190A ZURICH THIS IMPORTANT DISCLOSU1E NOTICE IS PART OF YOUR BOND We are making the following informational disclosures in compliance with The Terrorism Risk Insurance Act of 2002. No action is required on your part. Disclosure of Terrorism Premium The premium charge for risk of loss resulting from acts of terrorism (as defined in the Act) under this bond is $_waived_. This amount is reflected in the total premium for this bond. Disclosure of Availability of Coverage for Terrorism Losses As required by the Terrorism Risk Insuran& Act of 2002, we have made available to you coverage for losses resulting from acts of terrorism (as defined in the Act) with terms, amounts, and limitations that do not differ materially as those for losses arising from events other than acts of terrorism. Disclosure of Federal Share of Insurance Company's Terrorism Losses The Terrorism Risk Insurance Act of 2002 establishes a mechanism by which the United States government will share in insurance company losses resulting from acts•oftenorism..(as defined in the Act) after a insurance company has paid losses in excess of an annual aggregate deductible. For 2002, the insurance company deductible is 1% of direct earned premium in the prior year; for 2003, 7% of direct earned premium in the prior year; for 2004, 10% of direct earned premium in the prior year; and for 2005, 15% of direct earned premium in the prior year. The federal share of an insurance company's losses above its deductible is 90%. In the event the United States government participates in losses, the United States government may direct insurance companies to collect a terrorism surcharge from policyholders. The Act does not currently provide for•.insurance industry or United States government participation in terrorism losses that exceed $100 billion in any one calendar year. Definition of Act of Terrorism The Terrorism Risk Insurance Act defines "act of terrorism" as any that is certified by the Secretary of the act Treasury, in concurrence with the Secretary of State and the Attorney General of the United States: 1. to be an act of terrorism; 2. to be a violent act or an act that is dangerous to human life, property or infrastructure; 3. to have resulted in damage within the United States, or outside of ther United States in the case of an air carrier (as defined in section 40102 of title 49, United 17 States Code) or a United States flag vessel (or a vessel based principally in the United States, on which United States income tax is paid and whose insurance coverage is subject to regulation in the United States), or the premises of a United States mission; and 4. to have been committed by an individual or individuals acting on behalf of any foreign person or foreign interest as part of an effort to coerce the civilian population of.the United States or to influence the policy or affect the conduct of the United States Government by .coercion. But, no act shall be certified by the Secretary as an act of terrorism if the act is committed as part of the course of a war declared by Congress -(except for workers' compensation) or property and casualty insurance losses resulting from the act, in the aggregate, do not exceed $5,000,000. These disclosures are informational only and do not modify your bond or affect your rights under the bond. Copyright Zurich American Insurance Company 2003 4 0 50 749 .doc FIDELITY AND DEPOSIT COMPANY OF MARYLAND CHANGE RIDERN0.2 To be attached to and form part of Bond No,. 08714206 Issued to (Principal): DR Horton, Inc. - New Jersey Type of Bond: Down Payment Bond dated the 23rd day of July, 2003, and issued b.y Fidelity and Deposit Company of Maryland in the penal sum of: Four Million and No/I 00 ($4,000,000.00) and in favor of (Obligee): Title America Agency Corp In consideration of the agreed premium charged for this bond, it is understood and agreed that Fidelity and Deposit Company of Maryland *consents. that effective the 28th day of June, 2004 said bond shall be amended as follows (see the revised Exhibit A" attached): (1) Add the following projects to the bond: The Village Grande at English Mill, Egg Harbor Township, Atlantic County, New Jersey The Village Grande at Camelot, Glassboro Borough and Elk Township, Gloucester County, New Jersey • The Plaza Grande at Garden State Park, Cherry Hill Township, Camden County, New Jersey Provided, however that the attached bond shall be subject to all its agreements, limitations and conditions except herein expressly modified, and further that the liability of the Surety under the attached bond and the bond as amended by this rider shall not be cumulative. Signed, sealed and dated this 281 day of June, 2004. DR Horton, Inc. - New Jersey By:______ Fidejity Od Deposit Company of Maryland avernier, Attorney-In-Fact Exhibit "A" Bond #08714206 Down Payment Bond (Revised 06/28104) The Village Grande at Little Mill, Egg Harbor Township, Atlantic County, New Jersey The Grande at Rancocas Creek Townhomes, Delran Township, Burlington County, New Jersey • The Village Grande at Kings Woods, West :Deptford Township, Gloucester County, New Jersey • The Grande at Kings Woods, a Condominium, West Deptford Township, Gloucester County, New Jersey The Village Grandeàt English Mill, Egg Harbor Township, Atlantic County, New Jersey The Village Grande at Camelot, Glassboro Borough and Elk Township, Gloucester County, New Jersey • The Plaza Grande at Garden State Park, Cherry Hill Township, Camden County, New Jersey Power of Attorney FIDELITY AND DEPOSIT COMPANY OF MARYLAND KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a corporation of the State of Maryland, by PAUL C. ROGERS, Vice President, and T. E. SMITH, Assistant Secretary, in pursuance of authority granted by Article Vi, Section 2, of the By-Laws of said Company, whicl'e ~ Z set forth on the reverse' side hereof and are hereby certified to be in full force and effect on the date hereof, d r )linate, constitute and appoint James W. DUNN, David H. CARR, lit:r i Kimberly A. TAVERN . ' nett CARDINALE, all of Tampa, Florida, EACH its true and lawful agent ç deliver, for, and on its behalf as surety, and as its act and deed: any and-aU of such bonds or s\d±i-u'ne 1Øii 'hVe5ecution, undertakings in pursuance of these pres as fully and amply, to all intents and purposes, as if they had been duJC elected officers of the Company at its office in Baltimore, Md., i1tk p?o rpespn,, )yu -o1 'attorney revokes that issued on behalf of James W. Dunn, David H. Carr, Kimj})LA. iv d.I''er, Anett Cardinale, dated February 28, 2003. The said Assistant certify that the extract set forth on the reverse side, hereof is a true copy of Article VI, Section 2, of the By-L .3i'r'osaid Company, and is now in force. IN WITNESS WHEREOF, the said Vice-President and Assistant -Secretary have hereunto subscribed their names and affixed the Corporate Seal of the said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 30th day of January, A.D. 2004. ATTEST: FIDELITY AND DEPOSIT COMPANY OF MARYLAND By: T. E. Smith Vice President Assistant Secretary Paul Rogers C. State of Maryland City of Baltimore J On this 30th day of January, A.D. 2004, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, came PAUL C. ROGERS, Vice President, and T. E. SMITH, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and they each acknowledged the execution of the same, and being by me duly sworn, severally and each for himself deposeth and saith, that they are the said officers of the Company aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and that the said Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written. \5 Dennis R. Hayden Notary Public My Commission Expires: February 1, 2005 POA-F 031.3190 DEPOSIT ESCROW AGREEMENT TiffS AGREEMENT is made as of the Z'S "day Y- of , 2003, by and amongst D.R. Horton, Inc. - New Jersey, a Delaware Corporation (hereinafter referred to as the "Developer"), and Title America Agency Corporation (hereinafter referred to as the "Escrow Agent") WITNES SET H: WBIEREAS, the Developer intends to sell the following units (collectively referred to as the "Development") 1. 301 single family age restricted units in Egg Harbor Township, Atlantic County, New Jersey, known as The Village Grande at Little Mill, being subject to the Declaration of Covenants and Restrictions for The Village Grande at Little Mill; and 2. 187 townhome units in Deiran Township, Burlington County New Jersey, known as The Grande at Rancocas Creek Townhomes, being subject to the Master Deed for The Grande at S Rancocas Creek Townhomes. WIIIEREAS, the Regulations issued pursuant to the Planned Real Estate Development Full Disclosure Act of the State of New Jersey (N.J.S. 45:22A-21, et seq, and N.J.A.C. 5:26-1.1 et q.), (hereinafter referred to as the "Regulations") require that all deposits or money paid under a contract or agreement relating to the sale of a Unit in a planned real estate development shall be held in escrow until closing of title to the Unit or termination of the contract or agreement, or until a bond or other guarantee acceptable to the Division of Codes and Standards of the New Jersey Department of Community Affairs is provided; -1- WBIEREAS, the Developer wishes to establish a procedure between itself and the Escrow Agent so as to comply with the aforesaid require irients .of the Regulations; WBIEREAS, Fidelity and Deposit Company of Maryland (hereinafter referred to as the "Insurer") has issued a certain Down Payment Bond to in the amount of Four Million ($4,000,000.00) Dollars, naming the Escrow Agent as beneficiary, a form of which is attached hereto and made a part hereof (hereinafter referred to as the "Bond"); and WUEREAS, in the sole and absolute discretion of the Developer the amount of the Bond may be increased to Six and one half Million ($6,500,000.00) Dollars NOW, THEREFORE, Title American Agency Dollars agrees to act as Escrow Agent for the Developer A pursuant to the requirements of the Regulations, upon the following terms and conditions: 4 The Developer has opened or shall open an escrow account with Community Bank at its office located at Route 9, Freehold, New Jersey 07728, which account may, at the option of the Developer, bear interest (hereinafter referred to as the "Escrow Account"); 2 Upon the receipt by the Developer of an executed contract of sale relating to any of the Units in the Development, the Developer shall tender to the Escrow Agent and the Escrow Agent shall deposit in the Escrow Account all payments received by the Developer from the purchaser of any such Unit on account of such contract, 3. The Developer shall advise the Escrow Agent in writing of the Unit to which any such tendered deposits apply and the contract purchaser's name; -2- In the event the Escrow Account now or hereafter bears interest, all interest 4. earned on said escrowed funds shall be payable solely to the Developer; 5. The Developer may withdraw said escrowed funds through the Escrow Agent in conformity with the requirements of the Regulations including 'approval of the Division of Codes and Standards of release of funds subject to the Bond but in no event before the expiration of the seven (7) day rescission period stipulated in any such contract. The Escrow Agent shall maintain a. written account of the amounts so withdrawn and the contract(s) to which any withdrawal applies; 6. The Escrow Agent is entitled to demand payment from the Insurer of the applicable deposit amounts upon any of the following circumstances: (a) A final and unappealable judgment has been entered against the Developer for an amount due in favor of a contract purchaser of a Unit, which judgment shall be for monies deposited by said purchaser in accordance with a purchase agreement for such Unit; (b) The Developer has not denied in writing its liability to refund the deposit monies of any contract purchaser, within fifteen (15) business days after the Developer's receipt by certified mail of written notice from the Escrow Agent of a claim of refund, (c) A Written order to pay such sum issued by the Division of Codes and Standards of the Department of Community Affairs; or (d) The failure of the Escrow Agent to receive a substitute Bond within thirty (30) days prior to the expiration of the Bond or any substitute therefore which may be posted hereunder. -3- Upon receipt of such funds from the: Insurer, the Escrow Agent shall, within ten (10) business days of such receipt, tender such funds to the applicable contract purchaser and provide written confirmation of such tender tothe Developer, the Insurer and the Division of Codes and Standards of the Department of Community Affairs. 7. The Developer shall promptly after each closing of a Unit furnish the Escrow Agent with a copy of the closing statement signed by the purchaser which indicates that the deposit has been credited against the purchase price of the unit, whereupon the escrow shall be deemed terminated with respect to the particular' deposit. 8. Under no circumstances, however, shall the Insurer be obligated to pay, in the aggregate, an amount in excess of $4,000,00000, or up to $6,500,000.00 in the event the Developer elects to increase the Bond (hereinafter referred to as the "Increased Bond Amount"). B. This Escrow Agreement shall remain in full force and effect until the first to occur of the following: (a) all sums deposited in said Escrow Account and any interest thereon have been paid to the party entitled thereto, or (b) the Escrow Agreement is terminated by any party - upon fifteen (15) days written notice delivered to the other parties and the Division of Codes and Standards, Department of Community Affairs provided, however, that notwithstanding such . notice it shall continue in full force and effect until a qualified substitute Escrow Agent and/or Insurer has(have) been appointed, has(have) accepted the appointment, and has been approved by the Division of Codes and Standards, Department of Community Affairs -4- Any deposits received by the Developer which when aggregated with all other C. deposits exceed Four Million ($4,000,000.00) Dollars or the Increased Bond Amount will remain in the Escrow Account subject to this Escrow Agreement, and shall not be withdrawn by the Developer unless or until an additional Bond covering such excess funds is provided to the Escrow Agent or until title to the respective Units has closed, after which such funds may be withdrawn by the Developer. The Developer, by execution hereof, indemnifies and agrees to hold the Escrow D Agent harmless from any and all claims or causes of action, damages or injuries arising out of or in any way related to the performance of its duties in connection herewith, except for those matters arising out of the Escrow Agent's gross negligence IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written WITNESS: Title America Agency Corp, Escrow Agent D ate ATTEST: D.R. Horton, Inc. - New Jersey B' Mitchell Newman, Asst Secretary Corbett, President Date -5- Developer and Escrow Agent in connection with the Deposit Escrow Agreement dated July 25, 2003, amended by virtue of Deposit Escrow Agreement Rider dated March 9, 2004, hereby again amend said Deposit Escrow Agreement by virtue of this Rider to add the following communities to the Deposit Escrow Agreement, The Village Grande at English Mill, 397 age restricted single family units in Egg Harbor Township, Atlantic County, New Jersey, The Village Grande at Camelot, 768 age restricted single family units in Glassboro Borough and Elk Township, Gloucester Qounty, New Jersey, and The Plaza Grande at Garden State Park, 608 age restricted condominium units in Cherry Hill Township, Camden County, New Jersey. Said additions are those same changes to the Down Payment Bond #08714206 in the amount of $4 million, dated July 23, 2003 and issued by Fidelity and Deposit Company of Maryland, as reflected in Change Rider #2 to said Down Payment Bond. The Developer and Escrow Agent have caused this Deposit Escrow Agreement Rider to be signed. below confirming their agreement with the above on this 1st day of July, 2004 D R Horton, Inc - New Jersey (Developer) By_____ Title America Agency Corp. (Escrow Agent) By: /• uth ce President Arnb