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MARCUS POINTE GOLF COURSE MAINTENANCE AGREEMENT

This MARCUS POINTE GOLF COURSE MAINTENANCE AGREEMENT (hereafter


“the Agreement), for valuable consideration the receipt of which is acknowledged, is
entered into this _______ day of ________________, 2010, by and between Marcus
Pointe Golf, LLC, a Florida Limited Liability Company (hereafter “Golf Course
Owner”) and Marcus Pointe Homeowners Association, Inc. (hereafter “the Association”).
RECITALS
WHEREAS, the Declaration of Covenants, Conditions and Restrictions of Marcus Pointe
Subdivision, Located In The County Of Escambia, State Of Florida, was recorded at O.R.
Book 2917, Page 683, of the public records of Escambia County, Florida (the
“Declaration”); and
WHEREAS, the Declaration has been previously amended by numerous Notices of
Annexation and Supplemental Covenants, Conditions and Restrictions and various
Amendments to the Declaration, and similar documents, all as recorded in the public
records of Escambia County, Florida; and
WHEREAS, as set forth herein, the Declaration, as amended, is hereinafter collectively
referred to as the “Declaration”; and
WHEREAS, Golf Course Owner has indicated that due to sustained losses from
operation of Marcus Pointe Golf Course (“Golf Course”) it will become necessary to
cease operations of the Golf Course absent significant assistance from the Association;
WHEREAS, it is of material and substantial benefit to the Association and the Owners
for the Golf Course to be maintained and operational; and
WHEREAS, the Association believes that it is in the best interest of the Association and
the Owners to levy and collect an annual assessment (“Golf Course Maintenance and
Replacement Assessment” or “the Assessment”) to help support the maintenance and
replacement of key components of the Golf Course;
WHEREAS, in order for the Association to enter into this Agreement, an amendment to
the Declaration authorizing the enactment of the Golf Course Maintenance and
Replacement Assessment must be approved according to the amendment requirements of
the Declaration;
WHEREAS, this Agreement is expressly contingent upon approval of the amendment
authorizing the enactment of the Golf Course Maintenance and Replacement Assessment
which must be approved according to the amendment requirements of the Declaration,
and is without effect unless and until said amendment is approved and recorded in the
public records of Escambia County, Florida;
NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
Golf Course Maintenance and Replacement Assessment. Pursuant to the Amendment to
Declaration of Covenants, Conditions and Restrictions of Marcus Pointe Subdivision
(“Amendment”) approved on ___________, 2010, and recorded in the public records of
Escambia County, Florida at Official Records Book ______, Page _______, on July 1,
2010, the Association by and through its Board of Directors shall enact a Golf Course
Maintenance and Replacement Assessment (“the Assessment”) in the amount of $240.00
for the remainder of the year 2010. This amount shall be due from each Member of the

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Association (“Member”) at the times and upon the terms as required by the Board of
Directors. On the first day of each month starting August 2010 or upon the first day of the
month following the recordation of the Amendment in the public records of Escambia
County, Florida, the Association shall remit payment to Golf Course Owner of all
Assessment amounts received from Members of the Association.
Effective January 1, 2011, and annually thereafter, the Association by and through its
Board of Directors shall enact a Golf Course Maintenance and Replacement Assessment
in the amount of $480.00. This amount shall be due from each Member of the
Association at the times and upon the terms as required by the Board of Directors. On the
first day of February 2011 and on the first day of each month thereafter, the Association
shall remit payment to Golf Course Owner of all Assessment amounts received from
Members of the Association. Subject to the terms and conditions of the Declaration, as
amended, this is the maximum amount of the Assessment which shall not be subject to
increase.
On or before December 10, 2010 and on or before May 1 of each year thereafter during
which this Agreement shall be in effect, the Association shall provide to the Golf Course
Owner an accounting of unpaid Golf Course Maintenance and Replacement Assessments
identifying each Member of the Association delinquent and/or in default in the payment
of the Golf Course Maintenance and Replacement Assessment. In the event of non-
payment by a Member of the Association of the Assessment, the Association shall,
immediately after the time for payment has expired, send the non-paying Member
appropriate notices and cause a claim of lien in the amount of the unpaid Assessment to
be filed and recorded in the public records of Escambia County, Florida against the lot
owned by any non-paying Member. To effectuate the recordation of a claim of lien, on
the first day of the month following non-payment by any Lot Owner, and at the next
scheduled payment of amounts received to the Golf Course Owner, the Association shall
provide a computerized list of Lot Owners who have not paid the Assessment as required
by the Board of Directors. The Association shall be entitled to withhold from the
amounts to be paid to the Golf Course Owner on the first day of the month a sum not to
exceed seventy five dollars ($75.00) per each non-paying Lot in order to cause to be
prepared and served upon each Lot Owner who has failed to pay the Assessment as
required a Notice of Intent to File a Lien. After the expiration of the forty five (45) day
notice period, and if the Lot Owner fails to pay the Assessment as required, at the next
scheduled payment of amounts received to the Golf Course Owner, the Association shall
provide a computerized list of Lot Owners who have not paid the Assessment as required
by the Board of Directors despite the preparation and service of the Notice of Intent to
File a Lien. The Association shall be entitled to withhold from the amounts to be paid to
the Golf Course Owner on the first day of the month of the next scheduled payment to the
Golf Course Owner a sum not to exceed seventy five dollars ($75.00) per each non-
paying Lot in order to cause to be prepared, filed and recorded in the public records of
Escambia County, and served upon each Lot Owner who has failed to pay the
Assessment as required a Claim of Lien. Thereafter the Association may assign the lien,
all rights to collect the Assessment and to enforce the lien together with all rights and
privileges as set forth in the Declaration to the Golf Course Owner, including but not
limited to the right of a successful party to recover reasonable attorney’s fees, and the
Golf Course Owner shall accept such assignment, and may proceed to collect these

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amounts and enforce the lien in the manner provided in the Declaration and applicable
Florida law. The assignment of rights of collection to the Golf Course Owner shall be
without recourse, and the Association shall have no liability therefore. Notwithstanding
the authority to assign as stated herein, and the obligation of Golf Course Owner to
accept such assignment, the Association may at its sole and exclusive discretion pursue
collection and lien enforcement against Members of the Association for these amounts
along and together with any unpaid assessment due and owing from any Member of the
Association.
The Golf Course Owner acknowledges that the ability of the Association to pay any
portion of the Assessment pursuant to this Agreement depends upon the payment of its
Members and the ability to collect any unpaid portions of this amount. The Association
shall not be subject to liability to the Golf Course Owner due to non-payment by a
Member of the Association. In the event the Association enacts the Assessment as
required by the Declaration and this Agreement, makes timely payments of amounts
received as required by this Agreement, and either diligently and reasonably pursues or
assigns its rights to collection of any unpaid Assessment and lien enforcement to the Golf
Course Owner, the Golf Course Owner covenants not sue to the Association. In the event
the Assessment is judicially declared to be invalid or unenforceable, or permanently
enjoined by a court of competent jurisdiction from enacting the Assessment, both the
Association and the Golf Course Owner shall have no further obligations under this
Agreement.
Any and all Assessments when received by the Association shall be paid over to the Golf
Course Owner.
Assessment for Maintenance. The Assessment shall be used by the Golf Course Owner
to perform ordinary maintenance and repair to key components of the Golf Course. The
term “key components” is intended to refer to the physical components of the Golf
Course which are intended to include, but not be limited to, greens, fairways, and rough.
The Association further agrees that the Assessment may be used for funding of reserve
accounts to include, but not be limited to, maintenance and replacement of greens and
golf carts. The Assessment shall not be used by the Golf Course Owner for operational
expenses or losses other than expenses for ordinary physical maintenance of the Golf
Course and reserves.
Golf Voucher. Effective July 1, 2010 (or upon the first day of the month following the
recordation of the Amendment in the public records of Escambia County, Florida) and
each January 1, 2011 and annually thereafter, and for as long as this Agreement remains
in full force and effect, Golf Course Owner shall have available at the Marcus Pointe
Club House 528 coupon books each book containing twelve (12) coupons each
representing one eighteen (18) hole round of golf. The coupons and coupon books shall
be sequentially numbered. Starting on August 1, 2010 and on the first day of each month
thereafter through and including December 1, 2010 and then beginning on February 1 and
on the first of each month thereafter through and including December 31 of each year as
long as this Agreement remains in effect and upon proof provided by the Association to
the Golf Course Owner in the manner provided herein of payment by a Member of the
Association to the Association of all or a portion of the Assessment, and payment by the
Association to the Golf Course Owner pursuant to paragraph one of the Agreement, said
Member shall be entitled to receive at the Marcus Pointe Club House one coupon for

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each forty dollars ($40.00) of Assessment paid by said Member. The Association shall
maintain a computerized list of any and all Assessment payments made by its Members
and shall on a monthly basis deliver to Golf Course Owner said computerized list. Upon
presentation by a holder of a coupon said coupon shall be redeemed and said holder shall
receive one free eighteen hole round of golf at the Golf Course. Coupons shall be fully
transferrable by the Member. In addition to and upon presentment of the coupon, the
Golf Course Owner shall furnish a golf cart to the Member (or the transferee of the
Member’s coupon) for use during the designated round for ten dollars ($10.00). Unless
redeemed a coupon shall expire and be of no further force and effect two (2) years from
the date of payment of the Assessment for which that coupon was issued.
Notwithstanding anything to the contrary contained in this Paragraph 3 or elsewhere in
this Agreement, in the event the Golf Course Owner sells, assigns, transfers or conveys
its interests in the Golf Course to an entity not controlled by Neal B. Nash, or in the event
the Association or the Golf Course Owner terminate this Agreement pursuant to the
provisions herein, any and all coupons not redeemed as of the date of said sale,
assignment, transfer, conveyance and/or termination shall be of no further force or effect,
and Golf Course Owner shall have no further responsibility for same nor shall Golf
Course Owner be financially obligated to the Association or to any Member holding any
unredeemed or unused coupon(s).

Duration and Golf Course Operation.


Not later than one hundred twenty (120) days prior to the end of any calendar year this
Agreement is in effect the Golf Course Owner shall have the right notify the Association
in writing of Golf Course Owner’s intention to continue operations for the succeeding
calendar year. If Golf Course Owner notifies Association of its intention to cease
operations, or if no notification is delivered by Golf Course Owner to the Association not
later than one hundred twenty (120) days prior to the end of the then calendar year, this
Agreement shall terminate effective the following midnight December 31, and shall
thereafter be of no further force or effect. If Golf Course Owner notifies Association of
its intention to continue operations for the succeeding calendar year, this Agreement shall
remain in full force and effect for the next calendar year during which Golf Course
Owner unconditionally covenants to continue operations for the calendar year. In the
event Golf Course Owner ceases to operate the Golf Course according to its present level
of operation, or fails to maintain the Golf Course in a manner that permits continued
operation at its present level, the Agreement shall be immediately subject to termination
at the exclusive option of and upon written notice by the Association.
Notwithstanding anything to the contrary contained in (a) above or any other provision of
this Agreement all Assessments paid over to the Golf Course Owner between January 1
and March 31 of each year this Agreement is in effect shall be deposited in and
maintained in a segregated bank account owned by the Golf Course Owner. In the event
at least eight-five (85%) of the Members have not paid to the Association the amount of
the Assessment as billed or called due by the Association on or before March 31 of each
year this Agreement is in effect, the Golf Course Owner has the right, on or before April
20 of each calendar year this Agreement is in effect, to terminate this Agreement, cease
operations of and close the Golf Course upon written notice to the Association. The

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Association shall have the right but not the obligation to nullify the noticed termination of
this Agreement and closing of the Golf Course by tendering payment to the Golf Course
Owner within thirty (30) days of receipt of such notice of an amount equivalent to at least
eighty-five (85%) of the total amount to be paid in any given calendar year to the Golf
Course Owner (amounts previously paid between January 1 and March 31 and
maintained in the segregated account will be credited against the total amount). In the
event the Association cures any noticed default herein, Golf Course Owner covenants to
continue the operation of the Golf Course for the remainder of the then calendar year and
the amounts in the segregated account together with all Assessments paid to the Golf
Course Owner shall be available for use by the Golf Course Owner as set forth elsewhere
in this Agreement. In the event the default is not cured, the segregated amounts shall be
reimbursed to any owner who has paid a lump sum amount of the Assessment on a per
month, pro rata basis.
Review of Financial Statements.. If for any calendar year there is an Adjusted Profit for
that calendar year (Adjusted Profit being defined as the net positive result of revenues
(including amounts received from the Association) less expenses (including accrual of
reasonable annual amounts for funding reserves)), then the Association shall be entitled
in the subsequent calendar year to a credit in the amount of such Adjusted Profit against
amounts due and payable to the Golf Course Owner for the subsequent calendar year. In
no event shall any credit for Adjusted Profit in a subsequent calendar year exceed the
total amounts paid by the Association to the Golf Course Owner in the previous calendar
year. The Golf Course Owner shall cause to be prepared quarterly financial statements
and an annual financial statement. The Association by and through its Board of Directors
shall designate an agent which agent shall be entitled to review the Golf Course Owner’s
quarterly and/or annual financial statements upon seven (7) days prior written notice to
the Golf Course Owner. The directors, officers or agents of the Association inspecting the
financial statements prepared by the Golf Course Owner and/or the audit referenced
below shall agree to maintain the information reviewed in confidence subject to the terms
of the Confidentiality Agreement attached as Exhibit “A” to this Agreement and
incorporated by reference herein. In the event of any dispute concerning any quarterly or
annual financial statements, the Association and Golf Course Owner shall jointly select a
third party accountant, the cost of which shall be paid equally by the Association and
Golf Course Owner. The decision of said third party accountant shall be binding on all
parties to this Agreement. In the alternative, if the Association desires to audit the books
and records of the Golf Course Owner, the Association shall have the right to have such
audit performed by a certified public accountant at the Association’s sole expense.

Assignment. This Agreement and the obligations and benefits created thereby inure only
to the benefit of the Golf Course Owner. This Agreement, and all rights, obligations, and
duties imposed thereby, is not assignable by the Golf Course Owner to any other person
or entity without the express written prior consent of the Association. Any purported
assignment of this Agreement without the express written prior consent of the
Association shall be void ab initio. Nothing herein shall preclude an assignment by the
Association to the Golf Course Owner of its right to collect the Assessment. The

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Association and Golf Course Owner agree to execute documentation necessary to effect
such an assignment of rights to collect the Assessment.
Termination. The Association through its Board of Directors may terminate this
Agreement upon transfer of legal or equitable title of the Golf Course by the Golf Course
Owner, or upon lease of the Golf Course by the Golf Course Owner to any person or
entity provided said transferee or lessee is not controlled by Neal B. Nash. The
Association through its Board of Directors may terminate this Agreement upon transfer
of controlling interest of the Golf Course Owner from the present holder of the
controlling interest; i.e., Neal Nash, to another person, entity, member, or manager. The
Association may terminate this Agreement through its Board of Directors in the event a
petition in bankruptcy is filed by or against the Golf Course Owner or its members, or in
the event that Golf Course Owner shall make an assignment for the benefit of creditors or
take advantage of any insolvency act. The Association may terminate this Agreement
through its Board of Directors if at any time the Golf Course Owner ceases to incur a loss
in the operation of the Golf Course and fully funds its cumulative reserves. The
Association may exercise its right to termination of this Agreement by written notice to
the Golf Course Owner. Upon any event of termination, the Association shall not be
obligated to remit any further payments to the Golf Course Owner, including but not
limited to, any payments of the Assessment received by the Association but not remitted
to the Golf Course Owner according to the terms of this Agreement. The Association
shall be entitled to reimburse any Assessment received to the Member paying such
Assessment upon termination. In the event the Assessment is judicially declared to be
invalid or unenforceable, or permanently enjoined by a court of competent jurisdiction
from enacting the Assessment, the Agreement shall termination and the Association shall
have no further obligations under this Agreement.

Hold Harmless and Indemnification. The Association is assuming no duty hereunder for
the operation or maintenance of the Golf Course, or the safety of the members or guests
of the Golf Course Owner who may use the Golf Course. Absent the gross or willful
negligence of the Association Golf Course Owner agrees to indemnify and hold harmless
the Association, its directors, officers, and agents from and against any and all claims,
causes of action, disputes, demands, and liabilities arising in any way from any claim or
demand asserted against the Association for any failure to maintain the Golf Course or
any portion thereof at its present level by the Golf Course Owner, any claim for injury or
damage occurring to any guest, member or invitee of the Golf Course Owner who may
use the Golf Course in any way. The obligations under this paragraph include the
obligation for attorney’s fees and costs, through trial and appeal, which may be incurred
by the Association. The Golf Course Owner shall have a duty to defend the Association
in any claim, suit, cause of action, or event arising out of this Agreement and the
Amendment. The Association may tender defense in writing of any such claim, suit,
cause of action, or event, and the Golf Course Owner shall accept such defense. The
Association is not required to tender such defense, and its non-tender of defense in no
way waives, releases, discharges, or modifies the Golf Course Owner’s duty to hold
harmless and indemnify the Association as provided for by this paragraph., provided
however in the event of non-tender by the Association the Golf Course Owner has the

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right to pre-approve any attorney(s) selected by the Association to represent it in such
action, which approval cannot be unreasonably withheld. In the event the Golf Course
Owner should fail to fulfill its obligations under this paragraph to indemnify and hold
harmless the Association, the Association may terminate the Agreement.
Notice. Any notice, communication, request, reply or advise (herein severally and
collectively for convenience call “Notice”) in this Agreement provided or permitted to by
given, made or accepted by either party to the other must be in writing and may, unless
otherwise in this Agreement provided, be given or be served by depositing the same in
the United States registered or certified mail, postage prepaid, and addressed to the party
to be notified, with the return receipt requested, or by personally delivering the same to
such party or an authorized agent of such party or by email or delivering the same to such
party or an authorized agent of such party by an Express Mail/Overnight Mail Service
company, or by telegram, when appropriate, addressed to the party to be notified. Notice
deposited in the United States Mail in the manner hereinabove described shall be
effective from and after the expiration of five (5) days after it is so deposited. Notice
given in any other manner shall be effective only if and when made in writing and
received by the party to be notified. For the purposes of notice, the addresses of the
parties hereto, until changed as hereinafter provided, shall be as follows:

If to the Association: If to the Golf Course Owner:


Marcus Pointe Homeowners Association, Inc. Marcus Pointe Golf, LLC
4400 Bayou Blvd., Suite 35 120 E. Main St., Suite A Pensacola,
FL 32503 Pensacola, FL 32502
Attn: Tina Longwell Attn: Neal B. Nash
Cc: Coastal Association Law Group, P.L. Cc: John A. Panyko
10. Amendment. Neither this Agreement nor any term or Provision hereof may be
changed, modified, or waived, except by an instrument in writing signed by all parties.
11. Headings. The captions and headings contained herein are inserted for the
conveniences of reference only and are not a part hereof.
12. Governing Law. This Agreement shall be construed in accordance with and governed
by the laws of the State of Florida, exclusive of its choice of law principles. Any suit or
action brought hereunder shall be brought only in the courts of Escambia County,
Florida.
13. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall constitute one
and the same instrument.
14. Further Acts. The parties hereto agree to do, execute, acknowledge and deliver all
such further acts, instruments and assurances, and to take all such further actions for or
after the consummation of the transaction described in this Agreement as shall be
necessary or desirable to carry out this Agreement.
15. Attorney’s Fees. Should any controversy arise out of this Agreement, the prevailing
party shall be entitled to recovery of all costs and expenses incurred in settling the
controversy, including, but not limited to, all attorney’s fees of every kind, whether

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incurred by suit or otherwise, through appeal, including attorney’s fees and costs incurred
establishing the amount to which the prevailing party shall be entitled.
16. Entire Agreement. This Agreement Shall constitute the entire Agreement between the
contracting parties, and no variance or modification thereof shall be valid and
enforceable, except by supplemental agreement in writing, executed and approved in the
same manner as this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
WITNESSES MARCUS POINTE GOLF CLUB, LLC.
__________________________ By: ___________________________
Print Name_________________ Print Name_____________________
Its Manager/Managing Member
_________________________
Print Name________________
MARCUS POINTE HOMEOWNERS ASSOCIATION, INC.

_________________________ By: _____________________________


Print Name________________ Print Name_______________________
Its President
_________________________
Print Name________________

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