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Backup Documents 01/14/2020 Item #16A11 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 A 11 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. •I'IIe completed routing slip N11(I original documents are to be forwarded to the County Attorney Office at (he lime the item is placed on the agenda. All completed routing slips and original documents must he received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through 1/2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. 3. County Attorney Office County Attorney Office 8:)Pr cbiPtU 4. BCC Office Board of County 6t1 ��} Commissioners 1.a0 ( �5 5. Minutes and Records Clerk of Court's OfficeA.a8` I Q PRIMARY CONTACT INFORMATION color. Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Melissa Nute Phone Number x-2361 Contact/ Department Agenda Date Item was 1/14/2020 Agenda Item Number 16A1 1 Approved by the BCC Type of Document Bond, Maintenance Agreement Number of Original 2 Attached Documents Attached PO number or account number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A (Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? MN 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information (Name; Agency;Address; Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. MN 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the MN document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's MN signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 1/14/2020_and all changes made during ► �, the meeting have been incorporated in the attached document. The County ?•1111.0.0):&. Attorney's Office has reviewed the changes, if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the �, . �. BCC, all changes directed by the BCC have been made,and the document is readyfor e • • Chairman's signature. 011.1V Ine: I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 16A11 MEMORANDUM Date: March 2, 2020 To: Melissa Nute, Site Plan Reviewer Development Review From: Teresa Cannon, Senior Deputy Clerk Minutes & Records Department Re: Bond and Maintenance Agreement— Bella Tesoro at Esplanade by the Islands Attached is a copy of the document as referenced above, (Item #16A11) approved by Board of County Commissioners on Tuesday, January 14, 2020. If you need anything further, please feel free to contact me at 252-8411. Thank you. Attachment 1 6A11 CONSTRUCTION AND MAINTENANCE AGREEMENT FOR SUBDIVISION IMPROVEMENTS THIS CONSTRU TION AND MAINTENANCE AGREEMENT FOR SUBDIVISION IMPROVEMENTS entered into this "LR'rW\day of , n,L , 20 20 between Taylor Morrison of Florida,Inc. hereinafter referred to as "Developer", and Board of County Commissioners of Collier County, Florida, hereinafter referred to as the "Board". RECITALS: A. Developer has, simultaneously with the delivery of this Agreement, applied for the approval by the Board of certain plat of a subdivision to be known as: Bella Tesoro an Esplanade Community-Phase, B. Chapter 4 and 10 of the Collier County Land Development Code required the Developer to post appropriate guarantees for the construction of the improvements required by said subdivision regulations, said guarantees to be incorporated in a bonded agreement for the construction of the required improvements. NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants hereinafter set forth, Developer and the Board do hereby covenant and agree as follows: 1. Developer will cause to be constructed: all required improvements within 36 months from the date of approval said subdivision plat, said improvements hereinafter referred to as the required improvements. 2. Developer herewith tenders its subdivision performance security (attached hereto as Exhibit "A" and by reference made a part hereof) in the amount of$3,725,633 85 which amount represents 10% of the total contract cost to complete the construction plus 100% of the estimated cost of to complete the required improvements at the date of this Agreement. 3. In the event of default by the Developer or failure of the Developer to complete such improvements within the time required by the Land Development Code, Collier County, may call upon the subdivision performance security to insure satisfactory completion of the required improvements. 4. The required improvements shall not be considered complete until a statement of substantial completion by Developer's engineer along with the final project records have been furnished to be reviewed and approved by the County Manager or his designee for compliance with the Collier County Land Development Code. 5. The County Manager or designee shall, within sixty (60) days of receipt of the statement of substantial completion, either: a) notify the Developer in writing of his preliminary approval of the improvements; or b) notify the Developer in writing of his refusal to approve improvements, therewith specifying those conditions which the Developer must fulfill in order to obtain the County Manager's approval of the improvements. However, in no event shall the County Manager or designee refuse preliminary approval of the improvements if they are in fact constructed and submitted for approval in accordance with the requirements of this Agreement. 6. The Developer shall maintain all required improvements for a minimum period of one year after preliminary approval by the County Manager or his designee. After the one-year maintenance period by the Developer has terminated, the Developer shall petition the County Manager or designee to inspect the required improvements. The County Manager or designee shall inspect the improvements and, if found to be still in compliance with the Land Development Code as reflected by final approval by the Board, the Board shall release the remaining 10% of the subdivision performance security. The Developer's responsibility for maintenance of the required improvements shall continue unless or until the Board accepts maintenance responsibility for and by the County. 1 6 A 1 1 7. Six (6) months after the execution of this Agreement and once within every six (6) months thereafter the Developer may request the County Manager or designee to reduce the dollar amount of the subdivision performance security on the basis of work complete, Each request for a reduction in the dollar amount of the subdivision performance security shall be accompanied by a statement of substantial completion by the Developer's engineer together with the project records necessary for review by the County Manager or designee. The County Manager or designee may grant the request for a reduction in the amount of the subdivision performance security for the improvements completed as of the date of the request. 8. In the event the Developer shall fail or neglect to fulfill its obligations under this Agreement, upon certification of such failure, the County Manager or designee may call upon the subdivision performance security to secure satisfactory completion, repair and maintenance of the required improvements. The Board shall have the right to construct and maintain, or cause to be constructed or maintained, pursuant to public advertisement and receipt and acceptance of bids, the improvements required herein. The Developer, as principal under the subdivision performance security, shall be liable to pay and to indemnify the Board, upon completion of such construction, the final total cost to the Board thereof, including, but not limited to, engineering, legal and contingent costs, together with any damages, either direct or consequential, which the Board may sustain on account of the failure of the Developer to fulfill all of the provisions of this Agreement. 9. All of the terms, covenants and conditions herein contained are and shall be binding upon the Developer and the respective successors and assigns of the Developer. IN WITNESS WHEREOF, the Board and the Developer have caused this Agreement to be executed by their duly authorized representatives this 'Zf"day of J uoaj , 207,0 . SIGNED IN THE PRESENCE OF: (Name of Entity) Taylor Morrison of Flori. -Ac. Wit-e�/ i+ _ - b/4 Printed Name: p c A /VtZ1D/11 i35.,(6.{A g n i nn\rn` Witness: Printed Name/Title ( /ham (President, VP, or CEO) (Provide Proper Evidence of Authority) Printed �Name: LNli (LIL^ `moi ATTEST: CRYSTAL K. KINZEL, CLERK BOARD OF COUNTY COMMISSIONERS OF LLIER COUNT FLORIDA CGS A .'4 ..t1114)1"C2------ By: 16. -putyClerk .test as to Chairman's Burt L. Saunders,Chairman Approved as to form• a gtrily, (151) SSA .ASHKAR Assistant County Attorney 16A11 Exhibit A Bond No.:SU1162243 PERFORMANCE BOND KNOW ALL PERSONS BY THESE PRESENTS:that Taylor Morrison of Florida, Inc. 551 N. Cattlemen Rd. 14200 Sarasota, FL 34232 (hereinafter referred to as"Owner") and Arch Insurance Company Harborside 3, 210 Hudson Street, Suite 300, Jersey City, NJ 07311 - 1107 (hereinafter referred to as "Surety") are held and firmly bound unto Collier County, Florida, (hereinafter referred to as"County") in the total aggregate sum of Three Million, Seven Hundred Twenty Five Thousand, Eight Hundred Thirty Three Dollars and Eighty Five Cents ($ 3,725,833.85 ) in lawful money of the United States,for the payment of which sum well and truly to be made,we bind ourselves, our heirs, executors, administrators,successors and assigns,jointly and severally,firmly by these presents.Owner and Surety are used for singular or plural, as the context requires. THE CONDITION OF THIS OBLIGATION is such that whereas, the Owner has submitted for approval by the Board a certain subdivision plat named Beta Tesoro an Esplanade Community-Phase 1 and that certain subdivision shall include specific improvements which are required by Collier County Ordinances and Resolutions (hereinafter "Land Development Regulations"). This obligation of the Surety shall commence on the date this Bond is executed and shall continue until the date of final acceptance by the Board of County Commissioners of the specific improvements described in the Land Development Regulations (hereinafter the "Guaranty Period"). NOW, THEREFORE, if the Owner shall well, truly and faithfully perform its obligations and duties in accordance with the Land Development Regulations during the guaranty period established by the County, and the Owner shall satisfy all claims and demands incurred and shall fully indemnify and save harmless the County from and against all costs and damages which it may suffer by reason of Owner's failure to do so, and shall reimburse and repay the County all outlay and expense which the County may incur in making good any default, then this obligation shall be void, otherwise to remain in full force and effect. PROVIDED, FURTHER, that the said Surety, for value received hereby, stipulates and agrees that no change, extension of time, alteration, addition or deletion to the proposed specific improvements shall in any way affect its obligation on this Bond, and it does hereby waive notice of any such change, extension of time,alteration,addition or deletion to the proposed specific improvements. PROVIDED FURTHER,that it is expressly agreed that the Bond shall be deemed amended automatically and immediately, without formal and separate amendments hereto, so as to bind the Owner and the Surety to the full and faithful performance in accordance with the Land Development Regulations. The term "Amendment," wherever used in this Bond, and whether referring to this Bond, or other documents shall include any alteration, addition or modification of any character whatsoever. 1 6 A 1 1 IN WITNESS WHEREOF, the parties hereto have caused this PERFORMANCE BOND to be executed this 27th day of January , 20 20 . WITNESSES: Taylor Morrison of Florida, Inc. By:1.-6 (Ar- `rt 0 1- 1-1-` N\A-ifs-1-i Nt f)Pe3 Printed Name Printed Name/Title By:C /• z_/ Provide Proper Evidence of Authority) --/C4A1 ieatVe Printed Name ACKNOWLEDGEMENT STATE OF COUNTY OF THE FOREGOING PERFORMANCE BOND WAS ACKNOWLEDGED BEFORE ME THIS DAY OF , 20 , BY �� (NAME OF ACKNOWLEDGER)AS (TITLE)OF TAYLOR M RRISON OF FLORIDA, INC. WHO IS PERSONALLY KNOWN TO ME,OR HAS PRODUCED AS IDENTIFICAI`tC�N. Notary Public-State of 7/� (SEAL) Printed Name SURETY ACKNOWLEDGEMENT WITNESSES: (Surety Name and Title if Corporation) Arch Insurance Company By: By: . .. Amanda D'Angelo Printed Name/Title- Joshua Sanford,Attorney-in-Fact Printed Name (Provide Proper Evidence of Authority) By: Danielle D Johnson Printed Name 1 6 A 1 1 STATE OF Hovz, 6 Ar' COUNTY OF Sc2 rasn- SWORN TO and subscribed before me bymeans of �" physical presence or El notarization this���µday of TQ-7\IuA-I2.tf ,2020,by "Ti A,4Lyl fIcii.i;lJ V,"cc Pie e LW-Such person(s) Notary Public must check applicable box: re personally known to me. ❑ produced her current driver license. ❑ produced as identification. (Notary Seal) it 4/Air i> ��� i//, Notary Public I .M�' Notary Public State d Florida Printed Name of Notary: beYJpi• V.. J c cke I 'P Deborah K.Beckett Commission Number: - - � q w Ex ires GG 326734 3 Expires 08/14/2023 My Commission Expires: i /le D ,72 STATE OF Connecticut COUNTY OF Hartford The foregoing instrument was acknowledged before me by means of X❑physical presence or❑online notarization this 27th day of January 2020, by Joshua Sanford Such person(s) Notary Public must check applicable box: © are personally known to me. ❑ produced her current driver license. ❑ produced as identification. (Notary Seal) Notary Public Printed Name of Notary: Aimee Perondine Commission Number: 174145 A I M E E P E R O N b I N E My Commission Expires: May 31,2022 NOTARY PUBLIC- CT 174145 MY COMMISSION EXPIPi S MAY 31,2022 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 6 A 11 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to he forwarded to the County itlorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney C)flice no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate lix additional signatures,dates,and/or information neededIf the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. 3. County Attorney Office County Attorney OfficeW41Z( Ue(Lb 4. BCC Office Board of Countyg\ Commissioners "�b l5 i 9 —�� v 5. Minutes and Records Clerk of Court's Office at...7t}�� t, icippih. PRIMARY CONTACT INFORMATION �Q Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Melissa Nute—Development Review Phone Number X 2361 Contact/ Department Agenda Date Item was 1/14/2020 Agenda Item Number 16Al l Approved by the BCC Type of Document Plat& HoA Documents Number of Original 2 Attached Documents Attached PO number or account number if document is to be recorded INSTRUCTIONS & CHECKLIST 1 Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A (Not appropriate. (Initial) Applicable) I. Does the document require the chairman's original signature? MN 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information (Name; Agency;Address; Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman, with the exception of most letters, must be reviewed and signed _ by the Office of the County Attorney. MN 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the MN document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's MN signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 1/14/2020 and all changes made € t���atiz during the meeting have been incorporated in the attached document. The County Irit 4i Dae `: t Attorney's Office has reviewed the changes, if applicable. rilikfi0' 9. Initials of attorney verifying that the attached document is the version approved by the t t'>,S vza 641 BCC, all changes directed by the BCC have been made,and the document is ready for the �..... f).. V tasrta5ti .' Chairman's signature. ' 7 T''ot I. Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 16All MEMORANDUM Date: March 2, 2020 To: Melissa Nute, Site Plan Reviewer Development Review From: Teresa Cannon, Senior Deputy Clerk Minutes & Records Department Re: Plat and HOA Documents — Bella Tesoro at Esplanade by the Islands Attached is a copy of the document as referenced above, (Item #16A11) approved by Board of County Commissioners on Tuesday, January 14, 2020. If you need anything further, please feel free to contact me at 252-8411. Thank you. Attachment This instrument prepared by and after recording return to: Mark F.Grant,Esq. Greenspoon Marder LLP 5150 Tamiami Trail North Suite 502 Naples,FL 34103 (239)659-1103 DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS FOR ESPLANADE BY THE ISLANDS 36790551.8 r ' TABLE OF CONTENTS PAGE ARTICLE I CREATION OF THE COMMUNITY 1 • 1.1. PURPOSE AND INTENT 1 1.2. BINDING EFFECT 2 1.3. GOVERNING DOCUMENTS 2 1.4. ENFORCEMENT 3 ARTICLE II CONCEPTS AND DEFINITIONS 3 2.1. DEFINED TERMS 3 2.2. INTERPRETATION OF CERTAIN REFERENCES 12 ARTICLE III USE AND CONDUCT 13 3.1. RESTRICTIONS ON USE,OCCUPANCY,AND ALIENATION 13 3.2. RULE MAKING AUTHORITY 17 3.3. OWNERS' ACKNOWLEDGMENT AND NOTICE TO PURCHASERS 19 ARTICLE IV ARCHITECTURE AND LANDSCAPING 20 4.1. GENERAL 20 4.2. ARCHITECTURAL REVIEW 21 4.3. GUIDELINES AND PROCEDURES 22 4.4. SECURITY DEPOSITS FOR IMPROVEMENTS;INDEMNIFICATION 24 4.5. No WAIVER OF FUTURE APPROVALS 25 4.6. VARIANCES 25 4.7. LIMITATION OF LIABILITY 25 4.8. ENFORCEMENT 26 ARTICLE V MAINTENANCE AND REPAIR 26 5.1. MAINTENANCE OF LOTS 27 5.2. INSURANCE ON LOTS;CASUALTY LOSSES 32 ARTICLE VI THE ASSOCIATION AND ITS MEMBERS 33 6.1. FUNCTION OF ASSOCIATION 33 6.2. MEMBERSHIP 33 6.3. VOTING 33 6.5. DURATION OF ASSOCIATION 34 ARTICLE VII ASSOCIATION POWERS AND RESPONSIBILITIES 34 7.1. ACCEPTANCE AND CONTROL OF COMMON AREA 34 7.2 MAINTENANCE OF COMMON AREAS 35 7.3. INSURANCE FOR COMMON AREAS 36 7.4. ENFORCEMENT 38 7.5. IMPLIED RIGHTS;BOARD AUTHORITY 40 7.6. PROVISION OF SERVICES TO LOTS 41 7.7. RELATIONSHIPS WITH OTHER PROPERTIES 41 7.8. RELATIONSHIP WITH GOVERNMENTAL AND TAX-EXEMPT ORGANIZATIONS 41 36790551.8 7.9. RESPONSIBILITIES UNDER GOVERNMENTAL PERMITS 42 7.10. WATERWAYS;WATER LEVEL AND USE 42 7.11. SURFACE WATER AND STORM WATER MANAGEMENT SYSTEM 44 ARTICLE VIII COVENANT TO PAY ASSESSMENTS; ESTABLISHMENT OF LIENS; COLLECTION OF ASSESSMENTS; COLLECTION BY DECLARANT; CERTAIN RIGHTS OF DECLARANT AND INSTITUTIONAL MORTGAGEES 44 8.1. AFFIRMATIVE COVENANT To PAY ASSESSMENTS 44 8.2. OPERATING EXPENSES. 44 8.3. ESTABLISHMENT OF LIENS 46 8.4. COLLECTION OF ASSESSMENTS 46 8.5. COLLECTION BY DECLARANT 47 8.6. RIGHTS OF DECLARANT AND INSTITUTIONAL MORTGAGEES TO PAY ASSESSMENTS AND RECEIVE REIMBURSEMENT 47 8.7. COMMUNITY SYSTEMS SERVICES 48 8.8. IRRIGATION SYSTEMS) 48 ARTICLE IX METHOD OF DETERMINING ASSESSMENTS AND ALLOCATION OF ASSESSMENTS 48 9.1. DETERMINING AMOUNT OF ASSESSMENTS 48 9.2. ASSESSMENT PAYMENTS 49 9.3. SPECIAL ASSESSMENTS 50 9.4. LIABILITY OF OWNERS OF INDIVIDUAL LOT ASSESSMENTS 50 9.5. BENEFITED ASSESSMENTS 51 9.6. BUDGETING FOR RESERVES 52 9.7. ASSESSMENTS PAYABLE BY DECLARANT;DECLARANT SUBSIDIES 52 9.8. DECLARANT'S OPTION TO FUND BUDGET DEFICITS 53 9.9. WORKING FUND CONTRIBUTION 54 9.10. WAIVER OF USE 54 9.11. DECLARANT'S PAYMENT OF ASSESSMENTS, DEFICIT FUNDING,AND/OR SUBSIDIZING THE BUDGET 54 ARTICLE X EXPANSION OF THE COMMUNITY/REMOVAL OF PROPERTY55 10.1. ANNEXATION BY DECLARANT 55 10.2. ADDITIONAL COVENANTS AND EASEMENTS. 55 10.3. EFFECT OF FILING SUPPLEMENTAL DECLARATION 55 10.4. REMOVAL OF PROPERTY 55 ARTICLE XI DEVELOPMENT PLAN 56 11.1. GENERAL PLAN OF DEVELOPMENT 56 11.2. CURRENTS COMMUNITY DEVELOPMENT DISTRICT 2 57 11.6. TAXES AND ASSESSMENTS OF CDD 57 11.3. COMMON AREA. 57 11.3. STREET LIGHTS. 63 11.4. COSTS. 64 11.5. PRIVATE USE. 64 11.6. COMMUNITY SYSTEMS 64 ARTICLE XII ADDITIONAL RIGHTS RESERVED TO DECLARANT 65 ii 36790551.8 12.1. MARKETING AND SALES ACTIVITIES 65 12.2. RIGHT TO DEVELOP 66 12.3. RIGHT TO APPROVE CHANGES IN THE COMMUNITY STANDARDS 67 12.4. RIGHT TO TRANSFER OR ASSIGN DECLARANT RIGHTS 67 12.5. EASEMENT TO INSPECT AND RIGHT TO CORRECT 67 12.6. RIGHT TO NOTICE OF DESIGN OR CONSTRUCTION CLAIMS 68 12.7. TERMINATION OF RIGHTS 68 ARTICLE XIII EASEMENTS 68 13.1. EASEMENTS IN COMMON AREA 68 13.2. EASEMENTS OF ENCROACHMENT 69 13.3. ASEMENTS FOR UTILITIES,ETC. 69 13.4. EASEMENTS FOR MAINTENANCE,EMERGENCY,AND ENFORCEMENT 69 13.5. EASEMENTS FOR CROSS-DRAINAGE 70 13.6. RIGHTS TO STORM WATER RUNOFF,EFFLUENT,AND WATER RECLAMATION 70 13.7. EASEMENT FOR MAINTENANCE OF SURFACE WATER AND STORM WATER MANAGEMENT SYSTEM 70 13.8. SIGN EASEMENT 71 13.9. EASEMENT FOR IRRIGATION EQUIPMENT 71 13.10. EASEMENT TO ENTER UPON LOTS 71 13.11. DRAINAGE EASEMENT 72 13.13. LAKE MAINTENANCE EASEMENT 72 13.14. BUFFER EASEMENTS 72 13.15. EASEMENT FOR ENCROACHMENT AND SIDEWALKS 72 13.16. UTILITY AND SERVICES EASEMENTS 73 13.17. VILLA UNIT UTILITY EASEMENTS 73 13.18. EASEMENT TO CDD 73 13.19. ASSIGNMENTS;ADDITIONAL EASEMENTS 73 ARTICLE XIV DISPUTE RESOLUTION 74 14.1. IN GENERAL 74 14.2. DISPUTES BETWEEN ASSOCIATION AND OWNERS 74 14.3. DISPUTES BETWEEN ASSOCIATION/OWNER AND DECLARANT 74 14.4. DISPUTE RESOLUTION 74 ARTICLE XV MORTGAGEE PROVISIONS 78 15.1. NOTICES OF ACTION 78 15.2. SPECIAL FHLMC PROVISION 79 15.3. OTHER PROVISIONS FOR FIRST LIEN HOLDERS 80 15.4. AMENDMENTS TO DOCUMENTS 80 15.5. CONSTRUCTION OF ARTICLE XV 81 15.6. NO PRIORITY 81 15.7. NOTICE TO ASSOCIATION 81 15.8. FAILURE OF MORTGAGEE TO RESPOND 82 15.9. HUD/VA APPROVAL 82 15.10. RIGHTS OF DECLARANT AND INSTITUTIONAL MORTGAGEES To PAY ASSESSMENTS AND RECEIVE REIMBURSEMENT 82 ARTICLE XVI DISCLOSURES AND WAIVERS 82 36790551.8 16.1. No LIABILITY FOR THIRD PARTY ACTS 82 16.2. VIEW IMPAIRMENT 83 16.3. CONSTRUCTION ACTIVITIES 83 16.4. LIABILITY FOR ASSOCIATION OPERATIONS 83 16.5. MARCO ISLAND EXECUTIVE AIRPORT 84 ARTICLE XVII CHANGES IN OWNERSHIP OF LOTS 84 ARTICLE XVIII AMENDMENT OF DECLARATION 85 18.1. BY DECLARANT 85 18.2. BY THE OWNERS 85 18.3. VALIDITY AND EFFECTIVE DATE 85 18.4. EXHIBITS 86 ARTICLE XIX COMMON STRUCTURAL ELEMENTS AND VILLA UNITS 86 19.1. COMMON STRUCTURAL ELEMENTS 86 iv 36790551.8 TABLE OF EXHIBITS EXHIBIT SUBJECT MATTER "A" Legal Description of Esplanade By The Islands "B" Site Plan of Esplanade By The Islands "C" Initial Use Restrictions "D" Articles of Incorporation of Bella Tesoro An Esplanade Community Association, Inc. "E" Bylaws of Esplanade By The Islands Community Association, Inc. "F" South Florida Water Management District Permit "G" Marco Island Airport Overlay Zone v 36790551.8 DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS FOR ESPLANADE BY THE ISLANDS THIS DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS FOR ESPLANADE BY THE ISLANDS ("Declaration") is made this 3rd day of February, 2020, by TAYLOR MORRISON OF FLORIDA, INC., a Florida corporation ("Declarant"), and is joined in by Bella Tesoro An Esplanade Community Association, Inc. ("Association"). WHEREAS, Declarant is the owner in fee simple of the real property more particularly described on Exhibit"A" attached hereto and made a part hereof(the "Property"); and WHEREAS, Declarant desires to develop a planned residential community to be known as "Esplanade By The Islands" (as hereinafter defined) upon the Property; and WHEREAS, in order to develop and maintain Esplanade By The Islands as a planned residential community and to preserve the values and amenities of such community, it is necessary to declare, commit and subject the Property (and any additional property which may hereafter be added to the Property and made subject to this Declaration) and the improvements now or hereafter constructed thereon to certain land use covenants, restrictions, reservations, regulations, burdens, liens, and easements; and to delegate and assign to the Association certain powers and duties of ownership, administration, operation, maintenance and enforcement; and WHEREAS, the Association is joining in this Declaration in order to acknowledge its obligations hereunder; and NOW, THEREFORE, in consideration of the premises and covenants herein contained, Declarant hereby declares that the Property shall be owned, held, used, transferred, sold, conveyed, demised and occupied subject to the covenants, restrictions, easements, reservations, regulations, burdens and liens hereinafter set forth, all of which shall run with the Property and any part thereof, and which shall be binding upon all parties having any right, title or interest in the Property or any part thereof, their heirs, successors and assigns. ARTICLE I CREATION OF THE COMMUNITY 1.1. Purpose and Intent. Declarant (as defined in Article II), as the owner of the real property described in Exhibit "A," intends, by recording of this Declaration of Covenants, Conditions, Restrictions and Easements for Esplanade By The Islands (the "Declaration"), to establish a general plan of development for Esplanade By The Islands, a planned residential community. This Declaration, 1 36790551.8 together with the other Governing Documents described in Section 1.3, provides for the overall development, administration, maintenance, and preservation of Esplanade By The Islands. An integral part of the development plan is the creation of Bella Tesoro An Esplanade Community Association, Inc. (the "Association") to own, operate, and/or maintain various Common Areas and community improvements and to administer and enforce this Declaration and the other Governing Documents. This document does not and is not intended to create a condominium under Florida law. 1.2. Binding Effect. This Declaration governs the Property which is described in Exhibit "A," and any other property submitted to this Declaration in the future pursuant to Article X, if any. This Declaration shall run with the title to the Property and shall bind everyone having any right, title, or interest in any portion of the Property, their heirs, successors, successors-in-title, and assigns. Declarant, the Association, any aggrieved Owner (as defined in Article II), and their respective legal representatives, heirs, successors, and assigns, may enforce this Declaration. Each Owner shall automatically be a Member(as defined in Article II) of the Association. This Declaration is intended to have perpetual duration, but shall be effective for a minimum of 30 years from the date it is recorded, subject to the right of Declarant and the Members to amend it as provided in Article XIX. After the initial 30-year period, it shall automatically be extended for successive 10-year periods in perpetuity unless, within the 12- month period preceding any extension, an instrument signed by the then Owners of at least 75% of the Lots (as defined in Article II) agreeing to terminate this Declaration are recorded. If any provision of this Declaration would be invalid under the Florida Uniform Statutory Rule Against Perpetuities, that provision shall expire 90 years after this Declaration are recorded. This section does not authorize termination of any easement created in this Declaration without the consent of the holder of such easement. 1.3. Governing Documents. The following chart identifies the documents which govern the Community(as defined in Article II) as they may be amended from time to time, (the "Governing Documents") and describes, in part, the purpose of each. Every Owner and occupant of a Lot in Esplanade By The Islands, and their respective guests, tenants, visitors and invitees, shall comply with the Governing Documents. Declaration ► creates obligations which are binding upon the (Recorded) Association and all present and future owners and occupants of, and others with any interest in, property in the Community Supplemental Declaration Adds or withdraws property from the Community; and/or (when Recorded) may impose additional obligations or restrictions on the property 2 36790551.8 Articles of Incorporation ► establish the Association as a not-for-profit corporation (filed with the Secretary of State; initial Articles under Florida law attached as Exhibit"D") Bylaws ► govern the Association's internal affairs,such as voting (Board adopts; initial Bylaws attached as rights,elections, meetings, officers,etc. Exhibit"E") Architectural Guidelines ► establish architectural standards and guidelines for (Declarant or Association may adopt) improvements and modifications within the Community, including structures, landscaping, and other items Use Restrictions ► govern use of property and activities within the (initial set attached as Exhibit"C") Community Board Resolutions and Rules ► establish rules, policies, and procedures for internal (Board may adopt) governance and Association activities; regulate operation and use of Common Area(as defined in Article II) Additional covenants, conditions, restrictions and easements may be imposed on all or any portion of the Community, in which case the more restrictive provisions will be controlling. However, no Person (as defined in Article II) shall record any additional covenants, conditions, restrictions or easements which abridges, affects or modifies any of Declarant's rights and privileges under this Declaration affecting any portion of the Community without Declarant's written consent, during the Development and Sale Period (as defined in Article II), or without the Board's consent thereafter. Any instrument recorded without the necessary consent is void and of no force or effect. If there are conflicts between Florida law, this Declaration, the Articles, and the Bylaws; Florida law, this Declaration, the Articles, and the Bylaws (in that order) shall prevail. If any court determines that any provision of this Declaration are invalid, or invalid as applied in a particular instance, such determination shall not affect the validity of other provisions or other applications of the provision. 1.4. Enforcement. The Association and Declarant shall have the right to enforce compliance of the terms of this Declaration by each Owner, his or her family, lessees, invitees and guests. ARTICLE II CONCEPTS AND DEFINITIONS 2.1. Defined Terms. The terms used in the Governing Documents are given their natural, commonly accepted definitions unless otherwise specified. Capitalized terms are defined as follows: "Additional Plat": The plat of any portion of the Property which is not included in the Plat, if any, and the plat of any Additional Property provided a Supplemental Declaration for 3 36790551.8 such Additional Property is recorded amongst the Public Records of the County. "Additional Plat" shall also mean the replat of all or any portion of the Plat or any other plat of all or any portion of the Property. "Additional Property": Any real property (other than the Property) that may be submitted by Declarant to the terms and provisions of this Declaration. Additional Property must be submitted to the terms and provisions of this Declaration by a Supplemental Declaration which shall be executed by the owner of the Additional Property and need not be joined in by any other person or Owner. No property shall be encumbered by this Declaration unless and until such property is added by a Supplemental Declaration executed by the fee owner thereof and Declarant. In the event any Additional Property becomes encumbered by this Declaration, then, and only then in such event, the term "Property" as used herein shall also mean the Additional Property. "Affiliate": Any Person which (either directly or indirectly, through one or more intermediaries) controls, is in common control with, or is controlled by, another Person, and any Person that is a director, trustee, officer, employee, independent contractor, shareholder, agent, co-venturer, subsidiary, personal representative, or attorney of any of the foregoing. For the purposes of this definition, the term "control" means the direct or indirect power or authority to direct or cause the direction of an entity's management or policies, whether through the ownership of voting securities, by contract, or otherwise. "Amendments": Any and all amendments to this Declaration, all of which shall be consecutively numbered beginning with the "First Amendment to the Declaration of Covenants, Conditions, Restrictions and Easements for Esplanade By The Islands" and each of which shall be properly adopted pursuant to the terms of the Governing Documents and recorded in the Public Records of the County; provided, however, the failure to so consecutively number such amendments shall not impair their validity hereunder and such amendments to the extent not otherwise numbered will be deemed to have been numbered in chronological order of their appearance in the Public Records of the County. "Amendment(s)" shall also mean any and all amendments to any Supplemental Declaration, as recorded in the Public Records of the County. "Architectural Guidelines": The architectural, design, and construction guidelines and review procedures adopted pursuant to Article IV as they may be amended from time to time. "Architectural Review Committee" or "Committee": The committee established, upon delegation or termination of Declarant's authority under Article IV, to review plans and specifications for the construction or modification of improvements and to administer and enforce the architectural controls described in Article IV. "Articles": The Articles of Incorporation of Bella Tesoro An Esplanade Community Association, Inc., filed with the Secretary of State for the State of Florida, as they may be amended from time to time. A copy of the initial Articles is attached to this Declaration as Exhibit "D." 4 36790551.8 "Assessment": Assessments for which the Owners are obligated to pay to the Association and includes "Individual Lot Assessments," "Benefited Assessments" and "Special Assessments" (as such terms are defined herein) and any and all other assessments which are levied by the Association in accordance with the Governing Documents. "Association": Bella Tesoro An Esplanade Community Association, Inc., a Florida not- for-profit corporation, its successors or assigns, existing pursuant to the Articles, which Association is responsible for the ownership, maintenance and preservation of the Common Area, the enforcement of the Governing Documents and administration and operation of the Association as provided in this Declaration. "Board of Directors" or "Board": The body responsible for the general governance and administration of the Association, selected as provided in the Bylaws. "Builder": Any entity(ies) Declarant may designate as a Builder. Declarant shall have the right to assign, in whole or in part, any of its rights and/or responsibilities hereunder to a Builder(s). "Bylaws": The Bylaws of Bella Tesoro An Esplanade Community Association, Inc., as they may be amended from time to time. A copy of the initial Bylaws is attached to this Declaration as Exhibit"E." "Class D Control Period": The time period during which the Class D Member may appoint a majority of the Board members. The Class D Control Period shall end when any one of the following occurs: (a) when 90% of the combined total of all Lots proposed under the Development Plan have been issued certificates of occupancy and are owned by Members other than the Class D Member; (b) when, in its discretion, the Class D Member so determines. "Common Area": Such portions of the Property which are not included in any Lot, except those areas dedicated to the public by the Plat, and which are or shall be owned or maintained by the Association as set forth in this Declaration and/or the Plat, together with landscaping, personal property and any other Improvements thereon. "Common Area" shall also include such portions of the Property as are declared to be Common Area in any Supplemental Declaration, less whatever portions of the Property are declared to be withdrawn from the provisions of this Declaration in any Supplemental Declaration. Certain Common Area will become "Neighborhood Common Area" (as hereinafter defined) for the exclusive use of the Owners within the neighborhood to which the Neighborhood Common Area is assigned. "Common Structural Elements": All utility lines, party walls, roofing, bearing walls and exterior finishes, foundation, primary walls and shared entry access sidewalks as more fully described in Article 5 36790551.8 "Community Development District" or "CDD": Fiddler's Creek® Community Development District 2, which has the power to impose taxes (including annual taxes) or assessments, or both taxes and assessments, on the Property through a special taxing district. These taxes and assessments pay the construction, operation, and maintenance costs of certain public facilities of the CDD and are set annually by the governing board of the CDD. These taxes and assessments are in addition to county and all other taxes and assessments provided for by law. "Community Systems": Any and all television (cable, satellite or otherwise), telecommunication, internet access, alarm monitoring, gas, utility or other lines, conduits, wires, satellites, amplifiers, towers, antennae, equipment, materials, installations and fixtures (including those based on, containing or serving future technological advances not now known) installed by Declarant, an Affiliate of Declarant, any other entity in which Declarant or an Affiliate of Declarant may have an interest (financial or otherwise), or any third party expressly granted the rights by Declarant or the Association to provide Community Systems within the Property, or pursuant to any grant of easement or authority by Declarant or the Association and serving the Common Area and/or more than one Lot. "Community-Wide Standard": The standard of conduct, maintenance, or other activity generally prevailing throughout the Community, or the minimum standards established pursuant to the Architectural Guidelines, Use Restrictions, and Board resolutions, whichever is the highest standard. Declarant initially shall establish such standard. The Community-Wide Standard may contain objective elements, such as specific maintenance requirements, and subjective elements, such as matters subject to the Board's or the Committee's discretion. The Community-Wide Standard may or may not be set out in writing. The Community-Wide Standard may evolve as development progresses and as the Community matures. "Completed Lot": A Lot on which the construction of a Home has been completed, for which Home a certificate of occupancy or equivalent therefor has been issued by the appropriate governmental agency, and the title to such Lot has been conveyed by Declarant. If a Home on a Completed Lot is destroyed, such Completed Lot shall remain classified as a Completed Lot regardless of whether or not the Owner has reconstructed the Home. "Completed Lot Owner": The Owner of a Completed Lot. "Condominium": Any condominium that may be created within Esplanade By The Islands by the recording of a Condominium Declaration. "Condominium Declaration": A declaration of condominium, and any amendments thereto, by which a portion of Esplanade By The Islands is submitted to the condominium form of ownership. "Condominium Unit": A condominium unit in a Condominium created within Esplanade By The Islands. "Contributing Condominium Unit": Any Condominium Unit conveyed by Declarant to an Owner which has been issued a certificate of occupancy by the appropriate governmental agency, except if conveyed to an Institutional Mortgagee by foreclosure or a deed in lieu of 6 36790551.8 foreclosure, upon which an affirmative covenant to pay Assessments, as more particularly set forth herein, is imposed. "Contributing Villa Unit": Any Villa Unit conveyed by Declarant to an Owner which has been issued a certificate of occupancy by the appropriate governmental agency, except if conveyed to an Institutional Mortgagee by foreclosure or a deed in lieu of foreclosure, upon which an affirmative covenant to pay Assessments, as more particularly set forth herein, is imposed. "County": Collier County, Florida. "Declarant": Taylor Morrison of Florida, Inc., a Florida corporation, and any successor or assign thereof to which Taylor Morrison of Florida, Inc., specifically assigns all or part of the rights of Declarant hereunder by an express written assignment, recorded in the Public Records of the County. The written assignment may give notice as to which rights of Declarant are to be exercised and as to which portion of the Property. In any event, any subsequent Declarant shall not be liable for any default or obligations incurred by any prior Declarant, except as may be expressly assumed by the subsequent Declarant. An Owner shall not, solely by the purchase of a Home and/or Lot, be deemed a successor or assign of Declarant under the Governing Documents unless such Owner is specifically so designated as a successor or assign of such rights in the instrument of conveyance or any other instrument executed by Declarant. "Declaration": This instrument as it may be amended from time to time, together with any Supplemental Declaration(s) or Amendments hereto, which may be recorded amongst the Public Records. "Development and Sale Period": The period of time during which Declarant and/or its Affiliates and/or any Builder and/or its Affiliates are using the Community for the sale and marketing of Homes in the Community and/or in any other communities developed or to be developed by Declarant or any of its affiliates, including, but not limited to, the holding of sales and marketing meetings, the use of"model row(s)" if one or more, the use of design centers, the use of service and construction trailers, and engaging in sales promotions and related sales and marketing activities for the general public. "Development Plan": The land use plan for the Community described in Article XI, as the same may be amended from time to time by Declarant as depicted on the Site Plan for Esplanade By The Islands attached hereto as Exhibit "B." In addition, Declarant reserves the right to submit other property to this Declaration and to withdraw portions thereof. Reference should be made to Article XI of this Declaration for the respective rights and obligations of Owners and Declarant with respect to the use and development of the Community. "Director": A member of the Board. "Esplanade By The Islands" or "Community": The planned development located in the County which encompasses the Property. Esplanade By The Islands will initially consist of the Property and may be expanded to include Additional Property or reduced by withdrawal of property, all by the recording of one or more Supplemental Declaration(s). 7 36790551.8 "Governing Documents": This Declaration, the Articles, the Bylaws, the Plat, the Additional Plat, if any, and all of the instruments and documents referred to herein and therein, including, but not limited to, any Amendment(s) and Supplemental Declaration(s), all as may be further amended and/or supplemented from time to time. "HOA Act": The homeowners' association act, Chapter 720, Florida Statutes, as amended through the date of recording this Declaration amongst the Public Records of the County. "Home": A portion of the Property intended for development, use, and occupancy as an attached or detached residence for a single family, and shall, unless otherwise specified, include within its meaning (by way of illustration, but not of limitation) Condominium Units, Villa Units, and single-family detached houses on separately platted Lots, all as may be developed, used, and defined as herein provided or as provided in Supplemental Declarations covering all or a part of the Property. The term shall include all portions of a Lot owned, including any structure thereon. In the case of a structure which contains multiple units, each unit shall be deemed to be a separate Home. For purposes of Assessments, a Home is either a Completed Lot, an Incomplete Lot, a Contributing Villa Unit, an Incomplete Villa Unit, a Contributing Condominium Unit, or an Incomplete Condominium Unit. No portion of any Community System, even if installed in a Home, shall be deemed to be a part of a Home unless and until same is made such pursuant to Article XI, Section 11.8 hereof, if at all. Upon completion of construction of a Home on a Lot, a Villa Unit or Condominium Unit, the Lot and the Improvements thereon and the Villa Units and Condominium Units are sometimes collectively referred to as a Home in this Declaration and the Governing Documents. "Improvement": All structures or artificially created conditions and appurtenances thereto of every type and kind located within Esplanade By The Islands, including, but not limited to, buildings, walkways, recreation areas and facilities, parking areas, berms, fountains, sprinkler systems, gatehouses, streets, drives, roads, roadways, driveways, fences, retaining walls, underground footers and other foundation supports, stairs, landscaping, trees, hedges, plantings, poles, sheds, play structures, tennis courts, basketball courts, backboards and hoops, soccer goals,jogging, bicycling and walking paths, swing sets, gym sets, athletic/play equipment, site and perimeter walls, gazebos, benches, mailboxes, topographical features, landscaping, lawn sculptures, fences, swimming pools, covered patios, screened enclosures, street lights, decorative street lights, and signs. "Incomplete": The status of construction where a certificate of occupancy for a Home constructed on a Lot has not been issued by the appropriate governmental agency but which Lot has been cleared, filled and compacted and is ready to receive a Home thereon. "Incomplete Condominium Unit": Any Condominium Unit which has not been issued a certificate of occupancy by the appropriate governmental agency. "Incomplete Condominium Unit Owner": The Owner of an Incomplete Condominium Unit. 8 36790551.8 "Incomplete Lot": Any Lot which is not a Completed Lot. "Incomplete Lot Owner": The Owner of an Incomplete Lot. "Incomplete Villa Unit": Any Villa Unit which has not been issued a certificate of occupancy by the appropriate governmental agency. "Incomplete Villa Unit Owner": The Owner of an Incomplete Villa Unit. "Institutional Mortgage": A mortgage held by an Institutional Mortgagee on any property within Esplanade By The Islands. "Institutional Mortgagee" or "Institutional Lender": Any lending institution owning a first mortgage encumbering any Home or Lot within Esplanade By The Islands, which owner and holder of said mortgage shall either be a bank, life insurance company, federal or state savings and loan association, real estate or mortgage investment trust, building and loan association, mortgage banking company licensed to do business in the State of Florida, or any subsidiary thereof, licensed or qualified to make mortgage loans in the State of Florida or a national banking association chartered under the laws of the United States of America or any "secondary mortgage market institution," including the Federal National Mortgage Association ("FNMA"), Government National Mortgage Association ("GNMA"), Federal Home Loan Mortgage Corporation ("FHLMC") and such other secondary mortgage market institutions as the Board shall hereafter approve in writing; any and all lenders, and the successors and assigns of such lenders, which have loaned money to Declarant and which hold a mortgage on any portion of the Property securing any such loan; any pension or profit-sharing funds qualified under the Internal Revenue Code; the Veterans Administration, the Federal Housing Administration or the Department of Housing and Urban Development or such other lender as is generally recognized in the community as an institutional lender; or Declarant, its successors and assigns. "Interest": The maximum non-usurious interest rate allowed by law on the subject debt or obligation, and if no such rate is designated by law, then eighteen percent (18%)per annum. "Lakes": Those portions of the Property designated on the Plat and/or Additional Plat, if any, as Lakes, Lake tracts or storm water management tracts. The Lakes shall be owned by the CDD and maintained by the Association. "Lake Lot": A Lot which abuts one of the Lakes as shown on the Plat and/or Additional Plat, if any. "Legal Costs" or "Legal Fees": Reasonable fees for attorney and paralegal services and all court costs through and including all trial and appellate levels and post judgment proceedings incurred in connection with: (i) negotiation and preparation for mediation, arbitration or litigation, whether or not an action is actually begun, and (ii) collection of past due Assessments including, but not limited to, preparation of notices and liens. "Lot": Any parcel of land within Esplanade By The Islands which has been platted, upon which a Home is permitted to be constructed, together with the Improvements thereon, and any 9 36790551.8 portion of the Property within Esplanade By The Islands that is declared to be a Lot by a Supplemental Declaration and is not subsequently withdrawn from the provisions of this Declaration by a Supplemental Declaration; provided, however, that no portion of any Community System shall be deemed to be part of a Lot unless and until such Community System (or portion thereof) is made a part of a Lot pursuant to Article VIII, Section 8.7 hereof, if at all. The boundaries of each Lot are shown on the Plat; however, in the case of a building containing multiple Homes for independent sale (e.g., Villa Units or Condominium Units), each Home that may be sold independently shall be a separate Lot used interchangeably with the term "Villa Unit" or "Condominium Unit," as applicable. Upon completion of construction of the Home on a Lot, such Lot and the improvements thereon shall collectively be considered to be a Home for purposes of this Declaration and the other Governing Documents. For purposes of Individual Lot Assessments, a Lot is either a Completed Lot or an Incomplete Lot. Upon completion of construction of a Home on a Lot, such Lot and the Improvements thereon are sometimes collectively referred to as a Lot in this Declaration and the Governing Documents. "Lot Ready for Construction": Any Lot owned by a Builder that has been platted, filled and graded and has utilities serving the Lot. "Members": All of the Owners who are also Members of the Association, as provided herein. There are four (4) membership classes: "Class A" Member, "Class B" Member, "Class C" Member, and "Class D" Member. "Mortgage": A mortgage, a deed of trust, a deed to secure debt, or any other form of security instrument affecting title to any Lot. The term "Mortgagee" shall refer to a beneficiary or holder of a Mortgage. "Neighborhood": Each separately developed and denominated residential area subject to this Declaration comprised of one (1) or more housing types, whether or not governed by an additional owners association, in which Owners may have common interests other than those common to all Members, such as a common theme, entry feature, development name, and/or common areas and facilities which are not available for use by all Members. For example, and by way of illustration and not of limitation, each Condominium shall constitute a separate Neighborhood. "Neighborhood Association": Any homeowners, condominium or other common interest association which is formed for a particular Neighborhood to govern the business affairs of any property within that Neighborhood. "Neighborhood Common Area": Any Common Area that may be assigned to a Neighborhood by this Declaration or by a Supplemental Declaration subjecting Additional Property to this Declaration for the exclusive use of the Owners within such Neighborhood. "Notice and Hearing": Written notice and a public hearing before a tribunal appointed by the Board at which the Owner concerned shall have an opportunity to be heard in person or by counsel, at Owner's expense, in the manner set forth in the Bylaws. 10 36790551.8 "Operating Expenses": shall mean the expenses for which Owners are liable to the Association as described in this Declaration and any other Governing Documents and include, but are not limited to: (a) the costs and expenses incurred by the Association in owning, administering, operating, maintaining, financing, or repairing (but not reconstructing, replacing, or improving) the Common Area or any portion thereof and Improvements thereon, all other property owned by the Association (including, without limitation, the Surface Water and Storm Water Management System), and (b) all costs and expenses incurred by the Association in carrying out its powers and duties hereunder or under any other Governing Documents. "Owner": The record owner, whether one or more persons or entities, of the fee simple title to any Lot, Villa Unit, or Condominium Unit within Esplanade By The Islands, and includes Declarant for as long as Declarant owns fee simple title to a Lot, Villa Unit, or Condominium Unit, but excluding therefrom those having such interest as security for the performance of an obligation (e.g., a Mortgagee). "Person": An individual, a corporation, a partnership, a trustee,or any other legal entity. "Plat": The plat of Bella Tesoro An Esplanade Community— Phase 1, to be recorded in the Public Records of Collier County, Florida, and any replats thereof or any portions thereof. In the event an additional plat is recorded in the Public Records of the County with respect to any property made subject to this Declaration pursuant to a Supplemental Declaration, then the term "Plat"as used herein shall also mean the Additional Plat. "Property": Initially that certain real property described in Exhibit "A" attached hereto and made a part hereof, and thereafter to such additions thereto as may be submitted to the terms and provisions of this Declaration; provided, however, Declarant reserves the right to withdraw from the provisions hereof such portion or portions of the Property as Declarant from time to time elects, upon the execution by Declarant of a Supplemental Declaration. "Rules and Regulations": shall mean the rules and regulations pertaining to the Community as established by the Association, as same may be amended and/or abolished from time to time. "Supplemental Declaration": Any instrument executed by Declarant which, when recorded in the Public Records of the County, shall: (a) commit Additional Property, if any (provided Declarant is the owner thereof) to the provisions of this Declaration, and shall be the only method of committing such property to the provisions of this Declaration, (b) withdraw any portion(s) of the Property from the lien and effect of this Declaration, (c) designate portion(s) of the Property or Additional Property to be or not to be Common Area hereunder, and/or(d)be for such other purposes as are provided in this Declaration. A Supplemental Declaration may also be used to impose additional covenants, restrictions, reservations, regulations, burdens, liens and easements upon the Property or any portion thereof and/or remove any of same. The Association shall join in the execution of any Supplemental Declaration at the request of Declarant but such joinder shall not be required to make any such Supplemental Declaration effective. The Owners shall not be required to join in the execution of any Supplemental Declaration but shall nevertheless be bound thereby. 11 36790551.8 "Surface Water and Storm Water Management System": All structures required to collect and convey rainfall runoff, which includes all inlets, ditches, swales, culverts, water control structures, retention and detention areas, ponds, lakes, floodplain compensation areas, wetlands and any associated buffer areas and wetland mitigation areas, drainage areas, drainage structures, and drainage devices. The Surface Water and Storm Water Management System is located upon designed to serve the Property and is part of the Common Area. The CDD shall own and the Association shall be responsible for the maintenance, repair and replacement of the Surface Water and Storm Water.Management System contained within the Property, in accordance with the Water Management District Permit. "Turnover Date": The date upon which "Class D" membership shall cease and be converted to "Class A," "Class B" or "Class C" membership, upon which Declarant transfers majority control of the Board as provided in the Articles. "Use Restrictions": The initial use restrictions, rules, and regulations governing the use of and activities on the Lots and Common Areas are set forth in Exhibit "C," as they may be changed in accordance with Article III or otherwise amended from time to time. "Villa Unit" shall mean and refer to any parcel of land within Esplanade By The Islands, as shown on the Plat, upon which a Villa Unit has or will be constructed by Declarant or a Builder, together with the Improvements thereon, and any other portion of the Property within Esplanade By The Islands that is declared to be a Villa Unit by a Supplemental Declaration, provided, however, that no portion of any Community System shall be deemed to be part of a Villa Unit unless and until same is made such pursuant to the terms of this Declaration, if at all. "Water Management District" or "SFWMD": The South Florida Water Management District, a regional water management district established in accordance with Florida law, and any successor, governmental agency, body or special district charged with the rights and responsibilities of the SFWMD. "Water Management District Permit": That certain permit issued by the Water Management District under Permit No. 11-00685-S-09, as same may be amended, modified or supplemented from time to time. A copy of the Water Management District Permit is attached hereto as Exhibit "F." Copies of the Water Management District Permit and any future Water Management District actions shall be maintained by the Association's Registered Agent for the Association's benefit. 2.2. Interpretation of Certain References. (a) Recording. All references in the Governing Documents to a "recorded" legal instrument, or to recordation or the recording of a legal instrument, shall refer to an instrument filed, or the filing of a legal instrument, in the public records of the County, or such other place designated as the official location for filing documents affecting title to real estate in the County in order to make them a matter of public record. (b) Consent or Approval. All references in the Governing Documents to "consent" or "approval" shall refer to permission or approval which, unless otherwise expressly 12 36790551.8 qualified in the specific provision, may be granted or withheld in the discretion of the Person whose consent or approval is required. (c) Discretion and Determinations. All references in the Governing Documents to "discretion" or to the right to "determine" any matter shall refer to the sole and absolute power or right to decide or act and, unless otherwise expressly limited in the Governing Documents, a Person entitled to exercise its discretion or make a determination may do so without regard to the reasonableness of, and without the necessity of justifying, the decision, determination, action or inaction. ARTICLE III USE AND CONDUCT 3.1. Restrictions on Use, Occupancy, and Alienation. In addition to the initial Use Restrictions set forth in Exhibit "C" which may be modified as provided below, the Lots shall be subject to the following restrictions set forth in this Section and may be amended only in accordance with Article XIX. (a) Residential and Related Uses. Lots shall be used primarily for residential and related purposes. No business shall be conducted in, on, or from any Lot, except that an occupant residing in the Home on a Lot may conduct business activities ancillary to their primary residential use, if the business activity, as determined in the Board's discretion: (i) is not apparent or detectable by sight, sound, or smell from outside of a permitted structure; (ii) complies with applicable zoning and other legal requirements and other requirements of this Declaration; (iii) does not involve regular visitation of the Lot by clients, customers, suppliers, or other business invitees, or door-to-door solicitation within the Community; and (iv) is consistent with the residential character of the Community and does not constitute a nuisance, or a hazardous or offensive use, or threaten the use and enjoyment of other Lots by the Owner thereof or the security or safety of others within the Community. "Business" shall have its ordinary, generally accepted meaning and shall include, without limitation, any occupation, work, or activity undertaken on an ongoing basis which involves providing goods or services to Persons other than the family of the producer and for which the producer receives a fee, compensation, or other form of consideration, regardless of whether (a) such activity is engaged in full or part time, (b) such activity is intended to or does generate a profit, or(c) a license is required. No Lot shall be rezoned to any classification allowing commercial, institutional, or other non-residential use without the express written consent of the Association and Declarant, which either may withhold in their discretion. Notwithstanding anything in this Article to the contrary, 13 36790551.8 Declarant and the Association may enforce this covenant by obtaining an injunction against any unapproved rezoning at the expense of the party pursuing the unapproved rezoning, in addition to and not in limitation of Declarant's or the Association's other rights and remedies. This Section shall not apply to restrict Declarant's, or Declarant's Affiliates' or Builder's or Builder's Affiliates' activities, nor shall it restrict the activities of Persons Declarant approves with respect to the development, construction, and sale of property in the Community. This Section shall not apply to Association activities related to the provision of services or to operating and maintaining the Common Area. Leasing of a single Lot by the Owner thereof for residential occupancy shall not be considered a "business" within the meaning of this subsection; however, no Owner or group of Owners who are Affiliates shall, on their own behalf or through any agent, engage in leasing activity with respect to multiple Lots at the same time. (b) Leasing. For purposes of this Declaration, "leasing" is the regular, exclusive occupancy of a Home by any Person other than the Owner, for which the Owner receives any consideration or benefit, including, without limitation, a fee, service, or gratuity. The Home may be leased only in its entirety (e.g., separate rooms within the same Home may not be separately leased). No portion of a Home(other than an entire Home)may be rented. All leases must be in writing and shall have a term of no less than one (1) month. Owners may not lease their Home more than four (4) times in any 12-month period, even if a tenant defaults on a lease or abandons the Home before expiration of the lease term. No lease shall provide for an early lease termination which would reduce a lease term to a period of less than said one (1) month, except in the event of a default by the tenant. Any lease terminated as a result of a default or otherwise, shall nevertheless still count towards the foregoing rental limitations. The restrictions on lease terms set forth in this paragraph shall not apply to Homes owned or leased by Declarant, its Affiliates, or Persons Declarant approves, in connection with their development, construction, or sale of property in Esplanade By The Islands. All leases shall provide, and if they do not so provide then the leases shall be deemed to provide, that the Association shall have the right to terminate the lease upon default by the tenant in observing any of the provisions of this Declaration, the Articles, the Bylaws, applicable rules and regulations, or of any other agreement, document or instrument governing the Lots or Homes. The Owner of a leased Home shall be jointly and severally liable with such Owner's tenant for compliance with the Governing Documents and to the Association to pay any claim for injury or damage to property caused by the negligence of the tenant. Every lease shall be subordinate to any lien filed by the Association whether before or after such lease was entered into. The restrictions on lease terms set forth in this paragraph shall not apply to Homes owned or leased by Declarant, its Affiliates, or Persons Declarant approves, in connection with their development, construction, or sale of property in the Community. An entire copy of the lease shall be provided to the Association and shall include an acknowledgment by the tenant that the tenant and all occupants of the leased Home are bound by and obligated to comply with the Governing Documents and that the tenant has received a copy of the Governing Documents. The Association may require that the lease contain an 14 36790551.8 addendum approved by the Association. The Owner shall be responsible for providing a copy of the Governing Documents to the tenant prior to execution of the lease and shall monitor enforcement and compliance with the Governing Documents by the tenant. In the event that an Owner is delinquent in the payment of his or her Assessments or other sums due and owing to the Association,the Home shall not be leased until such amounts are paid in full or unless the Association consents, in writing, to any such lease. If the Home is leased in violation of this provision,the Association may terminate the lease and evict the tenants in addition to imposing all other available remedies. In the event an Owner is in default in the payment of Assessments or other sums due and owing to the Association and the Owner's Home is leased, the Association shall have the right and authority to collect the rent to be paid by the tenant to the Owner directly from the tenant. In the event such tenant fails to remit said rent directly to the Association within ten(10) days (but no later than the day the next rental payment is due) from the day the Association notified such tenant in writing that the rents must be remitted directly to the Association, the Association shall have the right to terminate the lease and evict the tenant. All sums received from the tenant shall be applied to the Owner's account for the leased Home according to the priority established in Section 720.3085, Florida Statutes, until the Owner's account is current. All leases entered into by an Owner shall be deemed to automatically incorporate this provision and all the Owners hereby appoint the Association its agent for such purpose. The Association may, without further approval of the Owner of the leased Home, terminate the lease for violations of this Declaration by the tenants, or the tenant's family or guests and thereafter evict the tenants from the Home. In addition to any notice to a tenant of a Home permitted to be given by law, an Owner by acceptance of a deed to a Lot, does hereby irrevocably grant to the Association(and its officers, directors, designees, agents, and employees) and to any professional management or accounting firm providing management or accounting services to the Association, the right to notify, in writing, the tenant of the Home of any delinquency by the Owner of the Home in payment of any monetary obligations due to the Association, including but not limited to the amount thereof. Further each Owner hereby agrees and acknowledges that the disclosure of any of Owner's delinquent monetary obligations due to the Association, as provided in the preceding sentence, shall not be construed or be deemed to be a violation of the Fair Debt Collection Practices Act("FDCPA") 15 U.S.C. Section 1692 et. seq. Each lease shall set forth the name, address, and telephone number of the Home's Owner and of the tenant(s); the date the tenant's occupancy commences and ends; a description of each motor vehicle owned or operated by the tenant or members of the tenant's household; and a description of all pets to be kept at the Home. If an Owner elects to permit a tenant to sublease during the term of the lease, such sublease shall be subject to the limitations and requirements established in this Declaration to the same extent and effect as the original lease. Within five (5) days following execution of a lease for a Home, but in no event later than occupancy of the Home by a tenant, Owner shall: (a) notify the Board or the Association's managing agent in writing with the name of the tenant and all of tenant's family members or others that will be occupying the Home, and(b) provide the Association with a true, 15 36790551.8 correct and complete copy of the lease agreement and such additional information the Board may reasonably require. In the event Owner fails to timely comply with the foregoing, such lease shall be null and void and of no further force or effect, and Owner shall be in violation of this Declaration. In addition to this subsection (b), the Board may, from time to time, adopt reasonable Use Restrictions and rules regulating leasing and subleasing. No Owner may assign or otherwise transfer the Owner's obligations under this Declaration to any tenant. The Association shall have the right to enforce the covenants, conditions, and restrictions set forth in this Declaration against the Owner, the tenant, or any member of the tenant's household, individually or collectively. The Association shall not be bound by any provision in the lease or other agreement between Owner and his or her tenant requiring prior notice or imposing other conditions on the rights of the Association. The Association shall be deemed a third party beneficiary of all leases of Homes, and shall have the right, but not the obligation,to enforce the terms and conditions of such leases against the tenant or the Owner. Notwithstanding the foregoing, the Association's failure to object to any term or condition of a lease or occupancy arrangement shall not be deemed to be consent or approval of any term or condition of the lease, nor shall the Association have any obligation whatsoever for the performance of any obligation of Owner or tenant contained in the lease or otherwise. Notwithstanding any condition of any lease to the contrary, each Owner, by acceptance of the deed to a Lot, hereby covenants and agrees with the Association and all other Owners in the Community, including, but not limited to, Declarant, that the Owner shall be responsible for any violation of the Governing Documents resulting from the acts or omissions of his or her tenant, other occupants of the leased Home, and their respective guests to the same extent that Owner would be liable for such violation if it had resulted from the acts or omissions of the Owner or a member of the Owner's household or guests. The Owner's obligations hereunder shall be deemed a guaranty of performance by his or her tenant, and the Association shall have the right to take any action or seek any remedy for the tenant's failure or refusal to comply with the Governing Documents directly from or against the Owner without first taking such action or obtaining such remedy from or against the tenant. The Association may, without further approval of the Owner of the leased Home, terminate the lease for violations of the Governing Documents by the tenants, or the tenant's family or guests and thereafter evict the tenants from the Home. (c) Occupants Bound. Every Owner shall cause anyone occupying or visiting his or her Lot to comply with the Governing Documents and shall be responsible for all violations of the Governing Documents and any damage and losses they cause to the Common Areas, notwithstanding the fact that such Persons also are personally responsible for complying and may be sanctioned for any violation. (d) Subdivision of a Lot. Lots may not be subdivided or their boundary lines changed. If Declarant, or any Declarant Affiliate, owns any portion of the Community, it may convert Lots it owns into Common Area. 16 36790551.8 (e) Lodging; Timeshares. No Lot may be used as a rooming house, hostel, or hotel. Timesharing or other arrangements involving more than three ownership interests in a Lot (including ownership by more than three Persons as joint tenants or tenants-in-common), assigning separate use periods of less than thirty (30) consecutive days' duration or more than three(3)times in any one calendar year, are prohibited. 3.2. Rule Making Authority. (a) Subject to the terms of this Article and the Board's duty to exercise business judgment and reasonableness on behalf of the Association and the Members, the Board may change (i.e., modify, cancel, limit, create exceptions to, or add to) the Use Restrictions and/or Rules and Regulations; however, during the Development and Sale Period the Board shall be required to obtain Declarant's written consent. The Board shall send the Members notice of any proposed change at least five (5) business days before the Board meeting at which such change will be considered. The Owners shall have a reasonable opportunity to be heard at such Board meetings. The proposed change to the Use Restrictions shall be approved unless disapproved by a majority of the Class "A" Members' votes and by the Class "B" Member, if any. The Board is not obligated to call a meeting of the Members to consider disapproval unless it receives a petition that meets the Bylaws requirement for special meetings. If the Board receives such a petition before the effective date of the change, the change shall not become effective until after a meeting is held,and then subject to the outcome of the meeting. The Board, acting alone, may amend and/or abolish the Rules and Regulations, or any of them, in the Board's discretion, subject to its duty to exercise business judgment and reasonableness on behalf of the Association and the Members. (b) Alternatively, members representing a majority of the Class "A" votes, at an Association meeting duly called for such purpose, may vote to change the Use Restrictions then in effect. Any such change during the Development and Sale Period shall require approval of Declarant. (c) No action taken under this Article shall have the effect of modifying, repealing, or expanding the Architectural Guidelines or any provision of this Declaration other than the Use Restrictions and Rules and Regulations, respectively. In the event of a conflict between the Architectural Guidelines, the Use Restrictions and/or the Rules and Regulations, the Architectural Guidelines, the Use Restrictions and the Rules and Regulations shall control in that order. In the event of a conflict between the Use Restrictions or Rules and Regulations and any provision within this Declaration (exclusive of the Use Restrictions), the Declaration provision shall control. (d) Except as may be set forth in this Declaration (either initially or by amendment) or in the initial Use Restrictions set forth in Exhibit "C," or in the Rules and Regulations, the Association's actions with respect to Use Restrictions and Rules and Regulations must comply with the following: 17 36790551.8 (i) Displays. Owners' rights to display religious and holiday signs, symbols, and decorations on their Lots of the kinds normally displayed in residential neighborhoods with homes of comparable type, quality, and price range to those in the Community shall not be further abridged, except that the Association may adopt time, place, size, number, and manner restrictions with respect to such displays. (ii) Signs. No sign, display, poster, advertisement, notice or other lettering of any kind whatsoever (including, without limitation, "For Sale," "For Rent" or "By Owner" or any other signs for the sale or renting of homes) shall be exhibited, displayed, inscribed, painted or affixed in public view of any portion of any building, vehicle or other Improvement in Esplanade By The Islands (including, without limitation, a Home) without the prior written approval of the Committee, which approval may be given, withheld, conditioned or denied in the sole and absolute discretion of the Committee. Notwithstanding anything to the contrary contained in these restrictions, the Committee shall not approve any sign, display, poster, advertisement, notice or other lettering which is or in the nature of a "For Sale," "For Rent," "By Owner" or any other similar sign for the renting or sale of a Home so long as Declarant owns a Lot in Esplanade By The Islands or so long as Declarant or any of Declarant's affiliates (or any of their respective successors or assigns) are conducting sales and marketing of Homes in Esplanade By The Islands or other communities developed or marketed by Declarant or its affiliates, whichever is later. Signs, regardless of size, used by Declarant or a Builder,their successors or assigns, for advertising and marketing during the Development and Sale Period of Esplanade By The Islands or other communities developed and/or marketed by Declarant and/or its Affiliates and other signs authorized by Declarant and/or its Affiliates shall be exempt from these restrictions. Such sign or signs as Declarant and/or its Affiliates and/or a Builder and/or its Affiliates may be required to erect under the terms of an institutional mortgage shall be exempt from this restriction. An Owner may display a security sign, provided by a contractor for security services, as permitted by the HOA Act. This provision may not be amended without the prior written consent of Declarant. (iii) Activities Within Homes. The Association shall not interfere with activities carried on within a Home, except that it may prohibit activities not normally associated with residential property, and it may restrict or prohibit activities that create monetary costs for the Association or other Owners, that create a danger to anyone's health or safety, that generate excessive noise or traffic, that create unsightly conditions visible outside the Home that create undesirable odors noticeable to persons outside the Home, or that are an unreasonable source of annoyance, or that violates a provision of the Governing Documents. This provision shall not be applicable to Declarant and/or its Affiliates and/or a Builder and/or its Affiliates. (iv) Alienation. The Association shall not prohibit leasing or transfer of any Lot or require the Association's or the Board's consent prior to leasing or transferring a Lot. The Association may impose restrictions on leasing, in addition to those set forth in this Article, and may require that Owners use an Association-approved addendum (or include specific lease terms) and may impose a reasonable review or administrative fee on the lease or transfer of any Lot. 18 36790551.8 (v) Abridging Existing Rights. The Association may not require an Owner to dispose of personal property that was in or on a Lot in compliance with previous rules. This exemption shall apply only during the period of such Owner's ownership of the Lot and shall not apply to subsequent Owners who take title to the Lot after adoption of the rule. (vi) Right to Develop. The Association may not impede Declarant's or any Builder's right to develop, market, or sell the Property or any portions thereof. Declarant plans to undertake the work of constructing Homes and Improvements upon the Property and may undertake the work of constructing other buildings upon adjacent land or other property being developed or marketed by Declarant, Builder or any of their Affiliates. The completion of the aforementioned work and the sale, rental and other transfer of Homes by Declarant, Builder and their Affiliates are essential to the establishment and welfare of the Property as a residential community. In order that such work may be completed and a fully occupied community established as rapidly as possible, neither the Owners, the Association, nor the Committee shall do anything whatsoever to interfere with or impede any of Declarant's, Builder's or of their Affiliates' activities relating to the selling or constructing of Homes and Improvements upon the Property, the selling or constructing of other buildings upon adjacent land or any other property being developed or marketed by Declarant, Builder or any their Affiliates, or the sale, rental and/or other transfer of Homes by Declarant, Builder or any of Declarant's Affiliates. In this respect, Declarant hereby reserves the right for itself and its employees, agents, licensees, and invitees to come upon any and all portions of the Property (including a Lot even after the same has been conveyed to an Owner) as may be necessary or convenient to enable Declarant, Builder and/or any of their Affiliates to carry on its work and other activities including, without limitation, Declarant's development and construction of Esplanade By The Islands and the Homes therein. In general, the restrictions and limitations set forth in this Article III and in Exhibit "C" shall not apply to Declarant or to Lots owned by Declarant. Declarant shall specifically be exempt from any restrictions which interfere in any manner whatsoever with Declarant's plans for development, construction, sale, lease, or use of the Property and to the Improvements thereon. Declarant shall be entitled to injunctive relief for any actual or threatened interference with its rights under this Article III and Exhibit "C" in addition to whatever remedies at law to which it might be entitled. This subsection (d) may not be amended without the prior written consent of Declarant so long as it owns any portion of the Property. 3.3. Owners' Acknowledgment and Notice to Purchasers. Each Owner, by accepting a deed, acknowledges and agrees that the use, enjoyment, and marketability of his or her Lot is limited and affected by the terms of the Governing Documents, including the Use Restrictions and the Rules and Regulations, which may change from time to time. All Lot purchasers are on notice that the Association may have adopted changes to the Use Restrictions and Rules and Regulations and that such changes may or may not be set forth in a recorded document. Copies of the current Use Restrictions and Rules and Regulations may be obtained from the Association. 19 36790551.8 ARTICLE IV ARCHITECTURE AND LANDSCAPING 4.1. General. Esplanade By The Islands is being developed with the intent that Homes harmonize with each other and present a consistent style. To ensure the preservation of the existing harmonious design and to prevent the introduction of design that is not in keeping with Esplanade By The Islands, Declarant hereby declares that the style and form of Esplanade By The Islands, as originally constructed or approved by Declarant, with respect to architectural style, colors and materials as the standard. This standard shall continue in effect until the adoption and publication of new guidelines and standards. Except for work done by or on behalf of Declarant or any Declarant Affiliate, no structure or thing shall be placed, erected, or installed upon any Lot and no improvements of any kind or other work (including, without limitation, staking, clearing, excavation, grading and other site work, exterior alterations or additions, or planting or removal of landscaping) shall take place within the Community, except in compliance with this Article and the Architectural Guidelines. All Owners of Lots along or adjacent to the Lakes are prohibited from disturbing or removing any vegetation and are subject to certain restrictions regarding fences as set forth in Section 5.1(c) and in Exhibit C. An Owner shall not plant any shrubs, trees and/or landscaping on his or her Lot and/or in any manner alter the landscaping in the Community as initially installed by Declarant, without the prior written approval of Declarant, for as long as Declarant owns a Home, and thereafter without the prior written consent of the Committee. If an Owner receives such approvals and plants any shrubs, trees and/or landscaping on his or her Lot, such Owner shall be responsible for the payment of the increase in maintenance fees for the maintaining of such shrubs, trees and/or landscaping. Any Owner may remodel, paint, or redecorate the interior of the Home on his or her Lot without approval hereunder. However, modifications to the interior of screened porches, patios, and any other portions of a Lot or structure visible from outside a structure are subject to the approvals required under this Article. Improvements shall be constructed only by qualified Persons acceptable to the Reviewer [as defined in Section 4.2(c)]. Owners shall be responsible for obtaining all permits and approvals from the County and other governmental agencies. This Article does not apply to Declarant's or its Affiliates' activities, nor to the Association's activities during the Development and Sale Period. 20 36790551.8 4.2. Architectural Review. (a) By Declarant. Declarant shall have the authority to administer and enforce architectural controls and to review and act upon all applications for architectural and other improvements within the Community. Declarant's rights under this Article shall continue until termination of the Development and Sale Period, unless Declarant earlier terminates its rights in a recorded instrument. Declarant may designate one or more Persons to act on its behalf in reviewing any application. In reviewing and acting upon any request for approval, Declarant or its designee acts solely in Declarant's interest and owes no duty to any other Person. Declarant may from time to time delegate or assign all or any portion of its rights under this Article to any other Person or committee, including the Committee. Any such delegation shall be in writing, shall specify the delegated responsibilities, and shall be subject to (i) Declarant's right to revoke such delegation at any time and reassume its prior jurisdiction, and (ii) Declarant's right to veto any decision which it determines, in its discretion, to be inappropriate or inadvisable for any reason. So long as Declarant has any rights under this Article, the jurisdiction of other entities shall be limited to such matters as Declarant specifically delegates. (b) Architectural Review Committee. Upon Declarant's delegation or upon expiration or termination of Declarant's rights under this Article, the Association, acting through the Committee, shall assume jurisdiction over architectural matters. When appointed, the Committee shall consist of at least three (3), but not more than five (5), persons. Members of the Committee need not be Members of the Association or representatives of Members, and may, but need not, include architects, engineers, or similar professionals, who may be compensated in such manner and amount, if any, as the Board may establish. The Committee members shall serve and may be removed and replaced in the Board's discretion. Unless and until such time as Declarant delegates any of its reserved rights to the Committee or Declarant's rights under this Article terminate, the Association shall have no jurisdiction over architectural matters. (c) Reviewer. For purposes of this Article, the "Reviewer" is the Person having jurisdiction under this Section in a particular case. (d) Fees; Assistance. The Reviewer may establish and charge reasonable fees for its review of applications and may require that such fees be paid in advance. Such fees may include, without limitation, the reasonable costs incurred in having any application reviewed by architects, engineers, or other professionals the Reviewer employs or with whom it contracts. The Board may include the compensation of such Persons in the Association's annual operating budget. 21 36790551.8 4.3. Guidelines and Procedures. (a) Architectural Guidelines. Declarant may prepare the initial Architectural Guidelines, which may contain general provisions applicable to all of the Community as well as specific provisions that may vary according to location within the Community or product type. The Architectural Guidelines are intended to provide guidance to Owners regarding matters of particular concern to the Reviewer. The Architectural Guidelines are not the exclusive basis for the Reviewer's decisions, and compliance with the Architectural Guidelines does not guarantee an application's approval. Declarant shall have sole and full authority to amend the Architectural Guidelines, from time to time, during the Development and Sale Period. Declarant's right to amend shall continue even if its reviewing authority is delegated to the Committee, unless Declarant also delegates the power to amend to the Committee. Upon termination or delegation of Declarant's right to amend, the Board may amend the Architectural Guidelines, subject to Declarant's veto right under Section 4.2(a)(if still applicable). Amendments to the Architectural Guidelines shall be prospective only. They shall not require modifications to or removal of structures, improvements, and other things previously approved once the approved construction or modification has begun. However, any new work or improvements on such structures must comply with the Architectural Guidelines as amended. Subject to the Community-Wide Standard, there is no limit to the scope of amendments to the Architectural Guidelines, and such amendments may remove requirements previously imposed or otherwise make the Architectural Guidelines less restrictive. The Reviewer shall make the Architectural Guidelines available to Owners and Builders who seek to engage in development or construction within the Community. In Declarant's discretion, the Architectural Guidelines may be recorded, in which event the recorded version, as it may be amended from time to time, shall control in the event of any dispute as to which version of the Architectural Guidelines was in effect at any particular time. (b) Procedures. Unless the Architectural Guidelines provide otherwise, no construction activities or other activities described in Section 4.1 may begin until a request is submitted to and approved in writing by the Reviewer. The request must be in writing and be accompanied by plans and specifications and other information the Reviewer and/or the Architectural Guidelines require. Plans and specifications shall show, as applicable, site layout, structural design, exterior elevations, exterior materials and colors, landscaping, drainage, exterior lighting, irrigation, and other features of proposed construction or other activity as the Reviewer deem relevant. In reviewing each submission, the Reviewer may consider any factors it deems relevant, including, without limitation, harmony of the proposed design with surrounding structures and environment. Decisions may be based on purely aesthetic considerations. Each Owner acknowledges that aesthetic determinations are purely subjective and that opinions may vary as to the desirability and/or attractiveness of particular improvements. The Reviewer shall have the discretion to make final, conclusive, and binding determinations on matters of aesthetic 22 36790551.8 judgment and such determinations are not subject to review so long as they are made in good faith and in accordance with the required procedures. The Reviewer shall make a determination on each application within forty-five (45) days after receipt of a completed application along with all other information the Reviewer requires. The Reviewer may permit or require that an application be submitted or considered in stages, in which case, a final decision shall not be required until forty-five (45) days after the final, required submission stage. The Reviewer may (i) approve the application, with or without conditions; (ii) approve a portion of the application, with or without conditions, and disapprove other portions; or (iii) disapprove the application. The Reviewer shall notify the applicant in writing of a final determination on any application. In the case of disapproval, the Reviewer may, but shall not be obligated to, specify the reasons for any objections and/or offer suggestions for curing any objections. After the initial 45-day period has elapsed, if the Owner has not received notice of the Reviewer's determination, the Owner may make a second written request for approval of the plans previously submitted which shall be marked "Second Request." If the Reviewer fails to respond within seven (7) business days from receipt of the Second Request, approval shall be deemed given. However, no approval, whether expressly granted or deemed granted, shall be inconsistent with the Architectural Guidelines or other Governing Documents unless a written variance has been granted pursuant to Section 4.6. Notwithstanding anything to the contrary in this Declaration or the Bylaws, Owners shall send any such "Second Request" via the U. S. Postal Service, certified mail, return receipt requested, or by commercial overnight carrier that obtains a signed receipt upon delivery. A Second Request shall be deemed made, and the seven (7) business day time period shall commence running, on the date of the Reviewer's actual receipt of the Second Request, as evidenced by its signature on the return receipt provided by the U. S. Postal Service or in the records of the overnight carrier, as applicable. As part of any approval, the Reviewer may require that construction and landscaping in accordance with approved plans commence and be completed within a specified time period. If construction does not commence within the required period, the approval shall expire and the Owner must reapply for approval before commencing any activities within the scope of this Article. Once commenced, such activities must be diligently pursued to completion. All elements of the approved plans shall be completed within one year of commencement unless a shorter or longer period is otherwise specified in the notice of approval or the Architectural Guidelines, or unless the Reviewer, in their discretion, grant extensions in writing. If approved work is not completed within the required time, it shall be in violation of this Article and shall be subject to enforcement action by the Reviewer, the Association or Declarant. Any approvals granted under this Article are conditioned upon completion of all elements of the approved work, unless written approval to modify any application has been obtained. 23 36790551.8 Declarant or the Committee, by resolution, may exempt certain activities from the application and approval requirements of this Article, provided such activities are undertaken in strict compliance with the requirements of such resolution. 4.4. Security Deposits for Improvements; Indemnification. Any Owner desiring to make Improvements may be required by the Committee, depending upon the Improvements being requested and the manner of installation of such Improvements, to provide to the Committee, at the time of the Owner's submission of plans and specifications for review and approval by the Reviewer, a Five Thousand Dollar ($5,000.00) security deposit to cover costs of incidental damage caused to Common Areas, an adjacent Home or Lot, or any other property (whether real or personal) by virtue of such Owner's construction of Improvements. The Committee shall have the sole and absolute discretion to determine whether a security deposit is required for the Improvements being requested. The Committee shall not be obligated to place the security deposit in an interest bearing account. The Owner shall be entitled to the return of the security deposit upon: (i) such Owner's written notice to the Committee that the Improvements covered by the security deposit have been completed in accordance with the plans and specifications approved by the Committee, and (ii) the Committee's (or its duly authorized representative's) inspection of such Improvements confirming completion; provided, however, should any incidental damage be caused to Common Areas by virtue of such Owner's construction of Improvements, the security deposit shall not be returned to Owner until such damages have been repaired. In the event that Owner has not repaired such damages to the Common Areas to the satisfaction of the Committee, the Committee shall have the right(but not the obligation), after five (5)days notice to the offending Owner, to repair such incidental damage and to use so much of the security deposit held by the Committee to reimburse itself for the costs of such work. Further, the offending Owner hereby agrees to indemnify and reimburse the Committee for all reasonable costs expended by the Committee that exceed the security deposit, including Legal Fees, if any, incurred in connection therewith. Should any incidental damage be caused to an adjacent Lot or Home by virtue of such Owner's construction of Improvements, the Owner of the adjacent Lot (the "Adjacent Lot Owner")may, at such Adjacent Lot Owner's sole option: (a) remedy such damage and submit to the Committee a receipt, invoice or statement therefor for reimbursement from the offending Owner's security deposit; or (b) allow the offending Owner to repair such incidental damage to the Adjacent Lot Owner's Lot or Home, at the offending Owner's sole cost and expense, and upon receipt by the Committee of written notice from the Adjacent Lot Owner that such incidental damage has been repaired, the offending Owner shall be entitled to a return of the balance of the security deposit being held by the Committee, if any. Notwithstanding anything contained in this Section to the contrary, the Committee return of the security deposit being held by it for any such Improvements shall be based solely on considerations set forth above. The Committee's return of the security deposit does not and shall not be construed to constitute a determination by members and representatives of the Committee, Declarant, and/or the Association of the structural safety, approval or integrity of any Improvement, conformance with building or other codes or standards, or the proper issuance of governmental permits and approvals for any Improvement. By submitting a request for review and approval of proposed plans and specifications, along with the security deposit required hereunder, an Owner shall be deemed to have automatically agreed to hold harmless and indemnify the members and representatives of the Committee, Declarant, and the Association 24 36790551.8 generally, from any loss, claim, damage or liability connected with or arising out of the Improvements or alterations, and/or the security deposit (including, without limitation, the disbursement thereof). The Committee shall not be liable or responsible to anyone for any damages, losses or expenses resulting from the Committee's holding of the security deposit or disbursement thereof unless same shall be caused by the gross negligence or willful malfeasance of the Committee. In the event of any disagreement relating to the security deposit held by the Committee or the disbursement thereof, the Committee shall be entitled (but not obligated) to refuse to disburse the security deposit (or any portion thereof) as long as such disagreement may continue, and the Committee shall not become liable in any way for such refusal. The Committee shall have the right, at any time, after a dispute has arisen, to pay the security deposit (or any portion thereof) held by it into any court of competent jurisdiction for payment to the appropriate party, whereupon the Committee's obligations hereunder shall terminate and the Committee shall be automatically released of any and all obligations. 4.5. No Waiver of Future Approvals. Each Owner acknowledges that the people reviewing applications under this Article will change from time to time and that opinions on aesthetic matters, as well as interpretation and application of the Architectural Guidelines, may vary accordingly. In addition, each Owner acknowledges that it may not always be feasible to identify objectionable features until work is completed, at which time, it may or may not be unreasonable to require that such objectionable features be changed. However, the Reviewer may refuse to approve similar proposals in the future. Approval of applications or plans shall not constitute a waiver of the Reviewer's right to withhold approval of similar applications, plans, or other matters subsequently or additionally submitted for approval. 4.6. Variances. The Reviewer may authorize variances from compliance with the Architectural Guidelines and any procedures when circumstances such as topography, natural obstructions, hardship, or aesthetic or environmental considerations require. No variance shall (a) be effective unless in writing; (b) be contrary to this Declaration; or(c) prevent the Reviewer from denying a variance in other circumstances. A variance requires Declarant's written consent during the Development and Sale Period and, thereafter, requires the Board's written consent. If such variances are granted by the Reviewer, no violation of the covenants, conditions and restrictions contained in this Declaration shall be deemed to have occurred with respect to the improvements for which the variance was granted. 4.7. Limitation of Liability. This Article establishes standards and procedures as a mechanism for maintaining and enhancing the overall aesthetics of the Community. The standards and procedures do not create any duty to any Person. Review and approval of any application pursuant to this Article may be based on purely aesthetic considerations. The Reviewer is not responsible for the structural integrity or soundness of approved construction or modifications, for compliance with building 25 36790551.8 codes and other governmental requirements, or for ensuring that every Home is of comparable quality, value, or size, of similar design, or aesthetically pleasing or otherwise acceptable to other Owners. Declarant, Declarant's Affiliates, any predecessor Declarant,the Association, its officers, the Board, the Committee, the Association's management agent, any committee, or any member of any of the foregoing shall not be held liable for the approval of, disapproval of, or failure to approve or disapprove any plans; soil conditions, drainage, or other general site work related to approved work; any defects in plans revised or approved hereunder; any loss or damage arising out of the action, inaction, integrity, financial condition, or quality of work of any owner or their contractor or their subcontractors, employees, or agents, whether or not Declarant has approved or featured such contractor as a Builder in the Community; or any injury, damages, or loss arising out of the manner or quality or other circumstances of approved construction on or modifications to any Lot or in any other way connected with the performance of the duties hereunder unless due to willful misconduct or bad faith. In all matters, the Association shall defend and indemnify and hold harmless Declarant, Declarant's Affiliates, any predecessor Declarant, the Board, the Committee, the members of each, and the Association officers as provided in the Articles. By submitting a request for review and approval, an Owner shall be deemed to have and does automatically agree to indemnify, defend and hold harmless Declarant, Declarant's Affiliates, any predecessor Declarant, the Association, its officers, the Board,the Committee, the Association's management agent, any committee, or any member of any of the foregoing, from and against any and all claims, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, Legal Costs) arising from, relating to or in any way connected with the Improvement or alterations for which such request was submitted and/or the security deposit (including, without limitation, the disbursement thereof). Furthermore, approval by the Committee of any request does not excuse any Owner from also obtaining approvals from all applicable governmental authorities. 4.8. Enforcement. Any construction, alteration, improvement or other work done in violation of this Article or the Architectural Guidelines is subject to enforcement action pursuant to Section 7.4. Any act of any contractor, subcontractor, agent, employee, or invitee of an Owner shall be deemed to be an act done by or on behalf of such Owner. ARTICLE V MAINTENANCE AND REPAIR The responsibility for the maintenance of the Property is divided between the Association and the Owners. Interior maintenance of structures is the responsibility of the owners of such structures. The Association shall be responsible for the maintenance of the Common Area, the expenses of which shall be an Operating Expense. 26 36790551.8 5.1. Maintenance of Lots. (a) By the Owners. Each Owner must maintain his or her Home in a manner consistent with the Governing Documents, the Community-Wide Standard, and any other applicable covenants, except to the extent that such maintenance responsibility is assigned to or assumed by the Association, or assigned to the Association under this Declaration or any Supplemental Declaration or additional covenants applicable to such Lot. The Owner of each Home shall be responsible for any damages caused by a failure to so maintain such Home. The Owners' responsibility for maintenance, repair and replacement shall include, but not be limited to, all of the physical structures constructed in, upon, above or below the Lot, and physical items attached or connected to such structures that run beyond the boundary line of the Lot which exclusively service or benefit the Lot and Home, to the extent not otherwise maintained by the Association as provided herein. The Owner of each Lot shall keep all drainage structures (such as catch basins) located on the Owner's Lot clear of grass, leaves and other debris. Additionally, the painting, caulking and maintenance of the exterior surface of all walls (including, but not limited to any masonry walls extended from the rear of the Home), except for the painting, caulking and maintenance of the exterior of the Villa Units which shall be performed by the Association as provided herein, doors, windows, and roof(except for the repair and replacement of the roofs of the Villa Units which shall be performed by the Association as provided herein) of the physical structure of the Home shall be performed by the Owner, and the exterior surface of such walls, doors, windows and roof shall at all times be maintained in a good and serviceable condition with no damage or other defect therein by the Owner, to the extent not otherwise maintained by the Association as provided herein. The Owner of a Lot further agrees to pay for all utilities (including, without limitation, those provided by the Community Systems), such as telephone, cable or satellite television, water (but excluding water associated with irrigation which shall be an Operating Expense of the Association), sewer, sanitation, electric, etc., that may be separately billed or charged to each Home. The Owner of each Lot shall be responsible for insect and pest control within the Home and the Lot. Whenever the maintenance, repair and replacement of any items which an Owner is obligated to maintain, repair or replace at such Owner's own expense is occasioned by any loss or damage which may be covered by any insurance maintained in force by the Association, the proceeds of the insurance received by the Association shall be used for the purpose of making such maintenance, repair or replacement, except that the Owner shall be, in said instance, required to pay such portion of the costs of such maintenance, repair and replacement as shall, by reason of the applicability of any deductibility provision of such insurance or otherwise, reduce the amount of the insurance proceeds applicable to such maintenance, repair or replacement. If an Owner makes any modifications, installations or additions to his or her Villa Unit or the Common Structural Elements, the Owner and his or her successors in title shall be financially responsible for the insurance, maintenance, repair and replacement of the modifications, installations or additions, as well as the cost of repairing any damage to the Common Structural Elements resulting from such modifications or additions. Whenever an Owner contracts for the maintenance, repair, replacement, alteration, addition or improvement of any portion of the Villa Unit or the Common Structural Elements, whether with or without the Association's approval, such Owner shall be deemed to have warranted to the Association and their respective members that his or her contractor(s) are properly licensed and fully insured and 27 36790551.8 that the Owner will be financially responsible for any resulting damage to persons or property not paid by the contractor's insurance. The Owner also agrees to comply with the requirements of Chapter 713, Florida Statutes, and to indemnify the Association and its members from any construction liens which may attach to the Property and which are attributable to work performed by or for the benefit of the Owner. In addition to the foregoing, the Owner of each Home shall be required to maintain appropriate climate control, keep his or her Home clean, promptly repair any leaks and take necessary measures to retard and prevent mold, fungi, mildew and mycotoxins from accumulating in the Home. Each Owner shall be required to clean and dust such Owner's Home on a regular basis and to remove visible moisture accumulation on windows, window sills, walls, floors, ceilings and other surfaces as soon as reasonably possible and must not block or cover any heating, ventilation or air-conditioning ducts, and to properly maintain and have serviced on a regular basis, the Home's HVAC system. Each Owner of a Home shall be responsible for damage to such Owner's Home and personal property as well as any injury to the Owner of a Home and/or occupants of the Home resulting from the Owner's failure to comply with these terms. Each Owner of a Home shall be responsible for the repair and remediation of all damages to the Home caused by mold, fungi, mildew and mycotoxins. While the foregoing are intended to minimize the potential developments of molds, fungi, mildew and other mycotoxins, each Owner understands and agrees that there is no method for completely eliminating the development of same. Declarant does not make any representations or warranties regarding the existence or development of molds, fungi, mildew or mycotoxins, and each Owner on behalf of themselves and their family members, guests, invitees, tenants, successors and assigns shall be deemed to and by acceptance of a deed or title to the Home or by use of the Home, waives and expressly releases any such warranty and claims for loss or damages (including, without limitation, property damage and/or personal injury) resulting from the existence and/or development of same. (b) By the Association. The Association shall perform, or cause to be performed,the following: (i) maintenance (including, mowing, fertilizing, edging, watering, pruning, and replacing, and controlling disease and insects), of all lawns and landscaping installed on the Lot as part of the initial construction of the Lots, specifically excluding landscaping within any enclosed area not readily accessible from outside the Home; (ii) performing monthly preventative maintenance checks and repair of the Irrigation System and the costs of the operation, maintenance, repair and replacement of the irrigation pipes and related equipment, sprinkler heads and drip tubes, and any monthly fees and other costs of water and/or electric usage shall be an Operating Expense of the Association. Owners will be invoiced by the Association for the repair and/or replacement of irrigation timers, solenoids and valves serving such Owner's Lot, including those which are damaged by power surges that are beyond the ability of the Association or its vendors to control. There is hereby reserved in favor of the Association, the right to enter upon the Common Area and all Lots for the purpose of operating, maintaining, repairing and replacing the portions of the Irrigation System(s) described herein over, through and upon the Common Area and all Lots within the Property. Each Owner shall be responsible for any damage caused to said Irrigation System(s) 28 36790551.8 caused by such Owner and/or such Owner's family members, tenants, guests and invitees and Owner shall indemnify, defend and hold Association harmless from and against any and all losses, claims damages and/or liabilities resulting from any such damage. (iii) maintenance, repair and replacement of all private Roadways located upon the Property and there is hereby reserved in favor of the Association the right to enter upon any and all parts of the Common Area and Lots for such purpose. The Association shall also be responsible for the sod, landscaping and irrigation system located within any street, Drive, Roadway and/or Roadway cul-de-sac, as applicable; (iv) maintenance, repair and replacement of all common sidewalks located upon the Property and there is hereby reserved in favor of the Association the right to enter upon any and all parts of the Property and Lots for such purpose; (v) maintenance, repair and replacement of any site or landscape lighting and any associated facilities placed within the Property by Declarant or the Association; (vi) the CDD shall own and the Association shall operate, maintain and repair the Storm Water and Surface Water and Storm Water Management System constructed over, through and upon the Property. There is hereby reserved in favor of the CDD and/or the Association the right to enter upon the Common Area and the Lots for the purpose of operating, maintaining, repairing, and replacing the Storm Water and Surface Water and Storm Water Management System over, through and upon the Property. The Association shall be responsible for all costs associated with its obligations relating to the cleaning, maintenance, repairs and replacement of any portion of the Storm Water and Surface Water and Storm Water Management System as may be necessary to maintain the system in its original condition and use. In the event the Association fails to maintain the Storm Water and Surface Water and Storm Water Management System in accordance with this Declaration and/or the Water Management District Permit, then the Water Management District shall have the right to commence an enforcement action including a civil action for an injunction and penalties, against the Association to compel it to correct any outstanding problems with the system facilities or in mitigation or conservation areas under the responsibility or control of the Association. A copy of the Water Management District Permit is attached hereto as Exhibit "F." The Water Management District Permit, together with any action(s) taken by the Water Management District with respect to the Water Management District Permit, shall be maintained by the Registered Agent of the Association for the Association's benefit. Neither the Association nor any Owner shall alter the slopes, contours, or cross-sections of the Lakes, Lake banks, and littoral zones or chemically, mechanically, or manually remove, damage or destroy any plants in any of the littoral zones or Lake maintenance easements except upon the written approval from the applicable governmental authority. The Association shall be responsible for maintaining the required survivorship and coverage of any planted littoral areas, to ensure the ongoing removal of prohibited and invasive non-native plant species from these areas, and to comply with all governmental regulations, including, without limitation, all permits issued by governmental and/or quasi-governmental authorities, applicable to the Lakes, Lake banks and littoral zones. 29 36790551.8 (vii) The Association, at its expense, shall be responsible for the operation, maintenance, repair and replacement of all of the Improvements and facilities located over,through and upon the Common Area as otherwise provided herein(except public utilities to the extent same have not been made Common Area). Should any incidental damage be caused to any Home by virtue of the Association's failure to maintain the Common Area as herein required or by virtue of any work which may be performed or caused to be performed by the Association in the maintenance, repair or replacement of any Common Area, the Association shall, at its expense, repair such incidental damage. The Association shall not, however, be responsible for any loss of use, any hardship, an Owner's time or any other consequential or punitive damages. (viii) The Association shall be responsible for the painting of the exterior surface of the walls, doors and windows of the Villa Units and any maintenance beneath the exterior of a Villa Unit which is required in order to effectuate repairs to the exterior, except for windows, window washing and screens, which shall be the responsibility of each Villa Unit Owner. There is hereby reserved in favor of the Association the right to enter upon any and all Villa Units for the purpose of such maintenance of the Villa Units. (ix) The Association shall be responsible for the maintenance, repair and replacement and painting of the exterior finish of the Buildings containing Villa Units. There is hereby reserved in favor of the Association the right to enter upon any and all Lots with Villa Units for the purpose of such maintenance of the exterior finish of the Buildings. (x) The Association shall be responsible for the maintenance, repair and replacement of the Roofing of the Villa Units as described herein. There is hereby reserved in favor of the Association the right to enter upon any and all Villa Units for the purpose of such maintenance of the Roofing. (c) Declarant or a Builder may have constructed or installed drainage swales, drainage lines, and/or other equipment on a Lot for the purpose of managing and/or containing the flow of excess surface water, if any, found upon such Lot from time to time. Except to the extent that such responsibility is assigned to or assumed by the Owners pursuant to this Declaration or any Supplemental Declaration, the Association shall be responsible for the maintenance, operation, and repair of such drainage swale(s), drainage lines, and other equipment. Maintenance, operation, and repair shall, without limitation, mean the exercise of practices, such as mowing and erosion repair, which allow the drainage swales, drainage lines, and other equipment to provide drainage, water storage, conveyance, or other storm water management capabilities as permitted by the Water Management District. Filling, excavation, construction of fences, or otherwise obstructing the surface water flow in or into the drainage swales, drainage lines, and other equipment is prohibited. No alteration of a drainage swale, drainage lines, and other equipment shall be authorized and any damage to any drainage swale, drainage lines, and other equipment, whether caused by natural or human-induced phenomena, shall be repaired and the drainage swale returned to its former condition as soon as possible by the Owner(s) of the Lot upon which the drainage swale, drainage lines, and other equipment is located. If the Owner fails to take such action, the Association may take such action and the Association may levy a Special Assessment against such Lot in connection with such costs and expenses, to the exclusion of all other Owners. 30 36790551.8 (d) The Association shall have the right, but not the obligation, following a tropical storm, hurricane or other Act of God, to upright and/or remove any fallen or dislodged trees, at the respective Owner's cost and expense on (i) any Lot, and/or (ii) any grassed areas located between the front and/or side(s) of such Owner's Lot and the street; on behalf of the Owner of such Lot. The Owner of said Lot shall be required to reimburse the Association for the costs and expenses incurred by the Association in connection with the uprighting and/or removal of any fallen or dislodged trees. In that regard, the Association may levy a Special Assessment against such Lot in connection with such costs and expenses, to the exclusion of all other Owners. (e) The Association has a reasonable right of entry upon any Lot to make emergency repairs and to do other work reasonably necessary for the proper maintenance and operation of Esplanade By The Islands. (f) Unless otherwise specifically provided in the Governing Documents or in other instruments creating and assigning maintenance responsibility, responsibility for maintenance includes responsibility for repair and replacement. The maintenance, repair, replacement, and other obligations of the Association and Owner specified in this Declaration shall be performed as and when the Board determines it necessary to maintain the property to a level consistent with the Community-Wide Standard. (g) Any Neighborhood Association having responsibility for maintenance of all or a portion of the Property within a particular Neighborhood pursuant to a Condominium Declaration affecting the Neighborhood shall perform such maintenance responsibility in a manner consistent with the Community-Wide Standard. If any such Neighborhood Association fails to perform its maintenance responsibility as required herein and in any such additional declaration, the Association may perform such maintenance and assess the costs against all Homes within such Neighborhood Association as a Special Assessment. (h) While the Association may agree to provide certain maintenance services to Villa Units as set forth in this Declaration, the Association is not a guarantor of the condition of any Villa Unit or any improvements thereon or attached thereon. In the event that any damage or injury occurs to any Owner or occupant of a Villa Unit as a result of the failure of the Association to perform such maintenance, the Association's liability shall be limited to performing the maintenance otherwise required by this Declaration, and the Association shall not be responsible for consequential damages, personal injury or punitive damages of any kind. Declarant may have provided Owners with warranties that extend for some period of time after completion of the improvements on each Villa Unit. In the event that repairs may be necessary during the warranty period, Owners are advised to first determine whether the repairs are covered by any existing warranties. (i) All expenses incurred by the Association in connection with the services, operation, maintenance, repair and replacement are Operating Expenses, payable by all or certain Owners under the provisions of this Declaration concerning Assessments. Should such maintenance, repair or replacement be caused by the negligence of or misuse by an Owner, such Owner's family, guests, servants, invitees, or tenants, such Owner shall be responsible therefor, and the Association shall have the right to levy an Assessment against such Owner's Lot and said 31 36790551.8 Assessment shall constitute a lien upon the appropriate Lot and Home with the same force and effect as liens for Operating Expenses. 5.2. Insurance on Lots; Casualty Losses. Each Owner shall maintain property insurance providing fire and extended coverage at full replacement cost, less a reasonable deductible, on all insurable improvements located on such Owner's Lot, to the extent such responsibility is not assigned to or assumed by the Association pursuant to this Declaration or any applicable Supplemental Declaration. In addition, every Owner shall be obligated to obtain and maintain at all times insurance covering consequential damages to any other Lot or the Common Area due to occurrences originating within the Owner's Lot caused by the negligence of the Owner, the failure of the Owner to maintain the Lot, and any other casualty within the Lot which causes damage to the Lots or the Common Area, to the extent such coverage is not provided by policies maintained by the Association or to the extent insurable losses may result in the Owner's liability for payment of deductibles under the Association's policies. Such insurance policy or policies shall name the Association as an additional insured. Unless a Mortgagee is named as the loss payee under any such policy,the Association shall be named as an additional loss payee. In the event of damage to or destruction of a structure on a Lot, the Owner shall promptly repair or reconstruct the structure in a manner consistent with the original construction or other plans and specifications approved in accordance with Article IV of this Declaration. Each Owner shall provide a certificate evidencing such insurance to the Association within ten (10) days of any written request from the Board of Directors. In addition, if the Board so requests, each Owner shall file with the Association a copy of the individual policy or policies covering his or her Lot. Each Owner shall promptly notify the Board in writing in the event such policy on his or her Lot is canceled. In the event that an Owner fails to obtain any insurance which the Owner is required to obtain hereunder, or permits such insurance to lapse, the Association may, but shall not be obligated to, obtain such insurance on behalf of the Owner and assess the costs thereof to the Owner and the Owner's Lot. In the event of damage to or destruction of a structure on a Lot,the Owner shall promptly repair or reconstruct the structure in a manner consistent with the original construction or other plans and specifications approved in accordance with Article IV of this Declaration, except that if the Association has assumed responsibility for insurance coverage hereunder, the Association shall, subject to the limitations above, be responsible for repair or reconstruction of those portions of the structure on the Lot for which the Association has expressly, in writing, assumed insurance responsibility. The owner or owners of any damaged building (including, without limitation, the Owner of a Lot and/or Home),the Association, and the Committee shall be obligated to proceed with all due diligence hereunder and the responsible parties shall commence reconstruction within three (3) months after the damage occurs and complete reconstruction within one (1) year after the damage occurs, unless prevented by causes beyond his or its reasonable control. 32 36790551.8 Declarant, Builders and their respective Affiliates shall be exempt from the provisions of this Section 5.2, provided that any such reconstruction, rebuilding or repairs made by Declarant or Builder shall be consistent, as to the exterior appearance, with the improvements as they existed prior to the damage or other casualty. ARTICLE VI THE ASSOCIATION AND ITS MEMBERS 6.1. Function of Association. The Association is the entity responsible for management, maintenance, operation, and control of the Common Areas. The Association also has primary responsibility for administering and enforcing the Governing Documents. The Association shall perform its functions in accordance with the Governing Documents and Florida law. The Board shall be responsible for management of the Association and may contract with a property manager for such purposes. The Board is appointed or elected as provided in the Bylaws. Membership in the Association is appurtenant to and may not be severed from the Lot. The rights and obligations of a Member may not be assigned or delegated except as provided in this Declaration, the Articles of Incorporation, or Bylaws of the Association, and shall automatically pass to the successor-in- interest of any Owner upon conveyance of such Owner's interest in the Lot. 6.2. Membership. The Association initially shall have four (4) classes of membership, "Class A," "Class B," "Class C"and"Class D". "Class A" Members shall be the Owners of detached single family Homes in Esplanade By The Islands, except the Class D Member. "Class B" Members shall be the Owners of Condominium Units in Esplanade By The Islands, except the Class D Member. "Class C" Members shall be the Owners of Villa Units in Esplanade By The Islands, except the Class D Member. The sole "Class D" Member shall be Declarant. The Class D membership shall terminate at the Turnover Date. If a Lot is owned by more than one Person, each co-Owner shares the privileges of the membership, subject to reasonable Board regulation and the voting restrictions described in Section 6.3 and in the Articles. Co-Owners are jointly and severally obligated to perform the responsibilities of an Owner. The membership rights of an Owner that is not an individual (e.g., a corporation) may be exercised by any officer, director, partner, or trustee, or by an individual the Owner designates from time to time in a voting certificate provided to the Association's Secretary. 6.3. Voting. (a) "Class A". Class A Members have one (1) equal vote for each detached single family Lot they own, except that there is only one (1) vote per detached single family Lot. Only Class A Members are entitled to vote on matters exclusively concerning the detached single family Lots. 33 36790551.8 (b) "Class B". Class B Members have one (1) equal vote for each Condominium Unit they own, except that there is only one (1) vote per Condominium Unit. Only Class B Members are entitled to vote on matters exclusively concerning the Condominium Units. (c) "Class C". Class C Members have one (1) equal vote for each Villa Unit they own, except that there is only one (1) vote per Villa Unit. Only Class C Members are entitled to vote on matters exclusively concerning the Villa Units. (d) "Class D". The Class D Member shall have three (3) times the total number of votes of the Class A Members, Class B Members and Class C Members plus one (1). Upon termination of the Class D membership, Declarant shall be a "Class A" Member, a Class B Member or a Class C Member, as applicable, entitled to one (1) Class A vote for each detached single family Lot it owns, one (1) Class B vote for each Condominium Unit it owns, and one (1) Class C vote for each Villa Unit it owns. Any vote associated with a Lot(i) owned by a husband and wife may be exercised by the husband or wife, subject to the provision of this Declaration, the Articles and the Bylaws, or (ii) owned by a corporation, partnership,trust or other entity or joint form of ownership, may only be exercised by the individual(s) listed on a voting certificate filed with the Board of Directors and then subject to Rules and Regulations of the Association. 6.4. Duration of Association. The duration of the Association shall be perpetual, as set forth in the Articles. However, in the event of the termination, dissolution or final liquidation of the Association, the Surface Water and Storm Water Management System will be transferred to and maintained by one of the entities identified in the Water Management District's Environmental Resource Permit Applicant's Handbook Volume I sections 12.3.1(a) through (0, who has the powers listed in sections 12.3.4(b)1 through 8, the covenants and restrictions required in sections 12.3.4(c)1 through 9, and the ability to accept responsibility for the operation and routine custodial maintenance of the Surface Water and Storm Water Management System described in sections 12.3.4(d)1 or 2 prior to its dissolution. ARTICLE VII ASSOCIATION POWERS AND RESPONSIBILITIES 7.1. Acceptance and Control of Common Area (a) Declarant or Builder and their respective Affiliates, or their respective designees, may, from time to time, transfer to the Association, and the Association shall accept, personal property and/or fee title or other property interests in any improved or unimproved real property included within the Property. Subject to the provisions of Section 15.9, upon Declarant's request, the Association shall transfer back to Declarant or its designees any real property which has not been improved by a structure intended for occupancy, whether or not 34 36790551.8 such property has been improved by landscaping, decorative walls, signs, irrigation, utilities, or other improvements, if originally conveyed to the Association for no payment. (b) The Association is responsible for management, operation, and control of the Common Area, subject to any covenants, easements, or restrictions set forth in the deed or other instrument transferring the property to the Association. The Association may enter into a property management agreement with any Person, including Declarant or any Declarant Affiliate. (c) Declarant may elect to construct or install certain improvements or facilities upon portions of the Common Area, but is not obligated to do so and may elect to leave portions of the Common Area in their natural unimproved state. Declarant shall have the absolute right and power to determine what improvements or facilities, if any, will be located on the Common Area during the Development and Sale Period. 7.2. Maintenance of Common Areas. The Association shall maintain the Common Areas in accordance with the Community- Wide Standard. The Common Areas include landscaping, signage, green space and other improvements located on the Common Area, and such portions of Lots as are specifically identified as the Association's responsibility under Article V. The Association shall own and be responsible for the maintenance, repair and replacement of the roadways and other areas designated on the Plat(s), and the Surface Water and Storm Water Management System contained within the Property, but not including any such areas, improvements, or equipment maintained by the County or any other governmental or quasi-governmental body. The Association is obligated to maintain, to oversee and provide for the continued, phased removal of nuisance, exotic plant species that become reestablished within the Common Area for the life of the Community consistent with Section 715.4 of the Collier County Land Development Code. The Association may maintain other property that it does not own, including property dedicated to the public, if the Board determines that such maintenance is necessary or desirable to maintain the Community-Wide Standard and the owner of such other property consents. The Association shall not be liable for any damage or injury occurring on or arising out of the condition of property which it does not own except to the extent that it has been grossly negligent in performing its maintenance responsibilities. Unless otherwise provided in this Declaration or any applicable Supplemental Declaration, the costs associated with maintenance, repair, and replacement of the Common Areas shall be an Operating Expense. Unless Declarant expressly agrees in writing with the Association to pay the costs of maintaining any portion of the Common Areas, Declarant shall have no such obligation, regardless of any inferences which may be drawn from promotional or other materials. 35 36790551.8 Notwithstanding the foregoing, in the event Declarant determines that the Association is not operating, maintaining, repairing, replacing and/or managing the Common Areas in accordance with the Association's obligations hereunder, Declarant may (but is not obligated) rectify such failure by the Association after first providing the Association written notice thereof and an opportunity to cure such failure with fifteen(15) days after delivery of such written notice. In the event that the Association fails to so cure, then Declarant may do so on behalf of the Association and all fees, costs and expenses incurred by Declarant due to the Association's failure shall be reimbursed by the Association within ten (10) days following written demand therefor. All sums unpaid by the Association to Declarant shall bear interest at the maximum amount allowed by applicable law until repaid to Declarant in full. 7.3. Insurance for Common Areas. The Association shall keep all improvements, facilities, and fixtures located within the Common Areas insured against loss or damage by fire or other casualty for the full insurable replacement value thereof (with reasonable deductibles and normal exclusions for land, foundations, excavation costs and similar matters) and may obtain insurance against such other hazards and casualties as the Association may deem desirable. (a) Required Coverages. The Association, acting through its Board or its duly authorized agent, shall obtain and continue in effect any or all of the following types of insurance, as deemed necessary or advisable in the Board's business judgment and as may be reasonably available: (i) blanket property insurance covering all insurable improvements within the Common Areas to the extent that the Association has responsibility for repair or reconstruction in the event of a casualty, regardless of ownership; (ii) commercial general liability insurance on the Common Areas of at least $1,000,000.00 (if available at reasonable rates and upon reasonable terms) insuring against liability for bodily injury, death, and property damage arising from the activities of the Association or with regards to Common Areas, including, if obtainable, a cross liability endorsement insuring each Member against liability to each other Member and the Association and vice versa; (iii) directors and officers liability coverage; (iv) commercial crime insurance, including fidelity insurance covering all Persons responsible for handling Association funds in an amount at least equal to three months of Assessments, plus all reserve funds; (v) to the extent any insurable improvements to Common Areas are within an "A" flood zone, flood insurance in an amount equal to the lesser of 100% of the replacement costs of all insurable improvements (if any) within the Common Areas or the maximum amount of coverage available under the National Flood Insurance Program; and (vi) such additional insurance as the Board, in its business judgment, determines advisable. Notwithstanding the foregoing, Declarant may obtain insurance for multiple communities which it is developing and/or other projects under a blanket policy instead of obtaining a separate policy for the Association, and charge a reasonable portion of the cost thereof to the Association. Premiums for Common Area insurance shall be an Operating Expense. (b) Policy Requirements. The Association shall arrange for an annual review of the sufficiency of its insurance coverage by one or more qualified Persons. All Association policies shall provide for a certificate of insurance to be furnished to the Association and, upon request, to each Member insured. 36 36790551.8 To the extent obtainable at reasonable rates, the insurance policy(ies) maintained by the Association may contain provisions, or be accompanied by endorsements, for agreed amount and inflation guard, demolition costs, contingent liability from operation of building laws and increased costs of construction. All insurance policies shall contain standard mortgagee clauses, if applicable. The policies may contain a reasonable deductible which shall not be subtracted from the face amount of the policy in determining whether the policy limits satisfy the requirements of Section 7.3(a). In the event of an insured loss, the deductible shall be treated as an Operating Expense in the same manner as the premiums for the applicable insurance coverage. However, if the Board reasonably determines, after notice and an opportunity to be heard in accordance with the Bylaws, that the loss is the result of the negligence or willful misconduct of one or more Owners, their guests, invitees, or tenants, then the Board may assess the full amount of such deductible against such Owner(s) and their Lot(s). (c) Restoring Damaged Improvements. In the event of damage to or destruction of Common Area or other property which the Association is obligated to insure, the Board or its duly authorized agent shall file and adjust all insurance claims and obtain reliable and detailed estimates of the cost of repairing or restoring the property to substantially the condition in which it existed prior to the damage, allowing for changes or improvements necessitated by changes in applicable building codes. (d) Waiver of Subrogation. As to each policy of insurance maintained by the Association which will not be voided or impaired thereby, the Association hereby waives and releases all claims against the Board, the Members, Declarant, any predecessor Declarant, and the directors, trustees, officers, shareholders, attorneys, agents, and employees of each of the foregoing, with respect to any loss covered by such insurance, whether or not caused by negligence of or breach of any agreement by said Persons, but only to the extent that insurance proceeds are received in compensation for such loss. Damaged improvements on the Common Area shall be repaired or reconstructed unless Members representing at least 80% of the total votes in the Association and Declarant during the Development and Sale Period decide, within sixty (60) days after the loss, not to repair or reconstruct. If either the insurance proceeds or estimates of the loss, or both, are not available to the Association within such sixty (60) day period, then the period may be extended until such funds or information are available. No Mortgagees shall have the right to participate in the determination of whether the damage or destruction to the Common Area shall be repaired or reconstructed. If a decision is made not to restore the damaged improvements, and no alternative improvements are authorized, the affected property shall be cleared of all debris and ruins and thereafter shall be maintained by the Association in a neat and attractive condition consistent with the Community-Wide Standard. 37 36790551.8 The Association shall deposit any insurance proceeds remaining after paying the costs of repair or reconstruction, or after an agreed-upon settlement, in a capital improvements account for the benefit of the Members. This is a covenant for the benefit of Mortgagees and may be enforced by the Mortgagee of any affected Lot. 7.4. Enforcement. (a) The Association, acting through the Board, may impose sanctions for violation of the Governing Documents, subject to the notice and hearing procedures set forth in the Bylaws, as applicable. Such sanctions may include, without limitation: (i) imposing reasonable monetary fines, which may accrue from the date of notice (in the event that any occupant, guest or invitee of a Lot violates the Governing Documents and a fine is imposed, the fine shall first be assessed against the violator; however, if the fine is not paid by the violator within the time period set by the Board, the Owner shall pay the fine upon notice from the Board); and (ii) suspending the vote attributable to the violating Owner's Lot; and (iii) suspending any services which the Association provides to an Owner or the Owner's Lot if the Owner is more than thirty (30) days delinquent in paying any assessment or other charge owed to the Association; and (iv) without liability to any Person, precluding any contractor, subcontractor, agent, employee or other invitee of an Owner who fails to comply with the terms and provisions of Article IV and/or the Architectural Guidelines from continuing or performing any further activities in the Community; and (v) levying Benefited Assessments pursuant to Section 9.5 to cover costs which the Association incurs to bring a Lot into compliance with the Governing Documents, including Legal Costs, or costs incurred as a consequence of the conduct of an Owner or occupant of a Lot, their guests or invitees. (b) In addition, but without limitation of the Association's other rights and remedies, the Association, acting through the Board or its designee, may take the following action to enforce the Governing Documents without the necessity of compliance with the notice and hearing procedures set forth in the Bylaws: (i) requiring an Owner, at its own expense, to perform maintenance on such Owner's Lot to complete any construction or modification approved pursuant to Article IV, or to remove any structure, item or improvement on such Owner's Lot in violation of the Governing Documents and to restore the Lot to its previous condition; or (ii) entering the property pursuant to the easement granted in Section 13.4 and exercising self-help to remove or cure a violating condition, or to complete any construction or modification approved pursuant to Article IV which was begun and not completed within the required time period, upon failure of an Owner to take action as required 38 36790551.8 pursuant to subsection (i) above within ten (10) days after the Board's mailing of written notice to do so, and any such entry shall not be deemed a trespass (in the event of the occurrence of the same or similar violating condition within 12 months, the Owner shall not be entitled to any notice or opportunity to cure); or (iii) exercising self-help in any situation (specifically including, but not limited to,the towing of vehicles that are in violation of parking rules and regulations); and/or (iv) bringing suit at law or in equity to enjoin any violation or to recover monetary damages or both, subject to the procedures set forth in Article XVI, if applicable. (c) All remedies set forth in the Governing Documents shall be cumulative of any remedies available at law or in equity. In any action to enforce the Governing Documents, if the Association prevails, it shall be entitled to recover all Legal Costs incurred in any such action. (d) The Association's decision to pursue enforcement action in any particular case shall be left to the Board's discretion, except that the Board shall not be arbitrary or capricious in taking enforcement action. Without limiting the generality of the foregoing sentence,the Board may determine that, under the circumstances of a particular case: (i) the Association's position is not strong enough to justify taking any or further action; or (ii) the covenant, restriction, or rule being enforced is, or is likely to be construed as, inconsistent with applicable law; or (iii) although a technical violation may exist or may have occurred, it is not of such a material nature as to be objectionable to a reasonable person or to justify expending the Association's resources; or (iv) it is not in the Association's best interests, considering, among other things, hardship, expense, or other reasonable criteria,to pursue enforcement action. Such a decision shall not be construed a waiver of the right of the Association to enforce such provision at a later time under the same or other circumstances or preclude the Association from enforcing any other covenant, restriction, or rule. (e) The Association, by contract or other agreement, may enforce applicable governmental regulations and permit a governmental authority to enforce ordinances, rules, statutes, or laws within the Community for the benefit of the Association and its Members. (f) Declarant shall be entitled to exercise all of the rights and powers granted to the Association under Sections 7.4(a)(v), 7.4(b), and 7.4(c), and shall be entitled to recover all costs that it incurs in so doing from the responsible Owner to the same extent as the Association 39 36790551.8 would be entitled to recover them after notice and a hearing under Sections 7.4(a)(v) and Section 7.4(c). (h) The covenants, conditions, restrictions and easements herein contained shall be enforced by Declarant (so long as Declarant holds an equitable or legal interest in any Home), the Association, any Owner and any Institutional Mortgagee holding a mortgage on any portion of the Property in any judicial proceeding seeking any remedy recognizable at law or in equity, including damages, injunction or any other form of relief against any person, firm or entity violating or attempting to violate any covenant, restriction, easement or provision hereunder. The failure by any party to enforce any such covenant, restriction, easement or provision herein contained shall in no event be deemed a waiver of such covenant, restriction, easement or provision or of the right of such party to thereafter enforce such covenant, restriction, easement or provision. The prevailing party in any such litigation shall be entitled to all costs thereof including, but not limited to, Legal Fees. 7.5. Implied Rights: Board Authority. The Association may exercise any right or privilege given to it expressly or by reasonable implication by the Governing Documents, and may take action reasonably necessary to effectuate any such right or privilege. Except as otherwise specifically provided in the Governing Documents or by law, all of the Association's rights and powers may be exercised by the Board without a vote of the membership. The Board may institute, defend, settle, or intervene on the Association's behalf in mediation, binding or non-binding arbitration, litigation, or administrative proceedings in matters pertaining to the Common Areas, enforcement of the Governing Documents, or any other civil claim or action. However, the Board has no legal duty to institute litigation on behalf of or in the name of the Association or the Members. In exercising the Association's rights and powers, making decisions on the Association's behalf, including, without limitation, deciding whether to file a lawsuit under any circumstances, and conducting the Association's affairs, Board members and the Association's officers are subject to, and their actions shall be judged in accordance with, the standards set forth in the Bylaws. Section 7.5.1 of this Article VII below may not be amended without the approval of eighty percent(80%) of all Members. 7.5.1. Approval of Association Lawsuits by Owners. Notwithstanding anything contained herein to the contrary, in order to prevent the Board from incurring expenses not contemplated by the Governing Documents, the Association shall be required to obtain the approval of three-fourths (3/4) of the total votes (at a duly called meeting of the Owners at which a quorum is present) prior to engaging persons or entities for the purpose of suing, or making, preparing or investigating any lawsuit, or commencing any lawsuit other than for the following purposes: (a) the collection of Assessments; 40 36790551.8 (b) the collection of other charges which Owners are obligated to pay pursuant to the Governing Documents; (c) the enforcement of the use and occupancy restrictions contained in the Governing Documents; (d) the enforcement of Association rules; (e) the enforcement of the Architectural Guidelines; (f) the enforcement of a contract entered into by the Association with vendors providing services to the Association; (g) dealing with an emergency when waiting to obtain the approval of the Owners creates a substantial risk of irreparable injury to the Common Areas, any improvements or to Owner(s) (the imminent expiration of a statute of limitations shall not be deemed an emergency obviating the need for the requisite vote of three-fourths [3/4] of the total votes); or (h) filing a compulsory counterclaim. 7.6. Provision of Services to Lots. The Association may provide, or provide for, services and facilities for all or any of the Members, and may enter into contracts or agreements with other entities, including, without limitation, Declarant or its Affiliates, to provide such services and facilities. The Board may charge use or service fees for any such services and facilities, or may include the costs in the Association's budget as an Operating Expense and assess it as part of the Assessment, if provided to, or determined by the Board to be a benefit to, all Lots. By way of example, such services and facilities might include landscape maintenance, pest control service, security monitoring, caretaker, transportation and other services and facilities. Nothing in this Section shall be construed as a representation by Declarant or the Association as to what, if any, services or facilities shall be provided. In addition, subject to the contract terms, the Board may modify or cancel existing contracts for services in its discretion, unless the services are otherwise required by the Governing Documents. Non-use of services or facilities provided to Owners as an Operating Expense, shall not exempt any Owner from the obligation to pay assessments for such services or facilities. 7.7. Relationships with Other Properties. The Association may enter into contractual agreements or covenants to share costs with any neighboring properties to contribute funds for, among other things, shared or mutually beneficial property or services and/or a higher level of maintenance of Common Areas. 7.8. Relationship with Governmental and Tax-Exempt Organizations. The Association may enter into agreements or contracts with, or grant exclusive and/or non-exclusive easements over the Common Area to, state or local governments, public or private 41 36790551.8 utility providers, and non-profit, tax-exempt organizations for the benefit of the Community, the Association and the Members. The Association may contribute money, real property (including, without limitation, Common Area), personal property, or services to any such entity. Any such contribution may be an Operating Expense and included as a line item in the Association's annual budget. For the purposes of this Section, a"tax-exempt organization" shall mean an entity which is exempt from federal income taxes under the Internal Revenue Code ("Code"), such as, but not limited to, entities which are exempt from federal income taxes under Sections 501(c)(3) or 501(c)(4), as the Code may be amended from time to time. 7.9. Responsibilities Under Governmental Permits. Declarant shall have the absolute and unconditional right in its sole discretion to assign, delegate, or otherwise transfer to the Association any of its continuing obligations and/or responsibilities under governmental permits and approvals with respect to the Community. The Association shall accept and assume such obligations and responsibilities without condition or consideration. Such assignment or transfer and assumption shall be effective without the consent of the Association, but upon Declarant's request, the Association shall promptly execute any documents which Declarant requests to evidence the assignment or transfer and assumption of such responsibilities. The Association shall comply in all respects with the terms of and shall not undertake any activity inconsistent with, such permits and approvals. The Association shall indemnify, defend and hold Declarant harmless from any claims or losses arising out of the violation or failure to comply with any permit(s), or out of the operation, maintenance or use of any improvement or facility authorized by the permit(s), provided such claim or loss first occurs after the effective date of the assignment, delegation, transfer (or tender of the assignment, delegation, or transfer, if wrongfully refused by the Association). 7.10. Waterways: Water Level and Use. With respect to any waterways now existing or which may hereafter be contained within or adjoining the Community, only the CDD shall have the right to pump or otherwise remove any water from such waterways for the purposes of irrigation or other use or to place any matter or object in such waterways. No docks, moorings, pilings, boat shelters, or other structure shall be erected on or over the waterways, except as may be erected or approved in writing by Declarant and the CDD. Only the Association shall have the right to prescribe the schedule for watering of the landscaping in the Community and Common Areas (subject to applicable legal requirements). Boating, swimming, fishing, or any other recreational or entertainment activity or purpose is prohibited in all Lakes, ponds, canals, streams, and waterbodies within or adjacent to the Property. All Owners acknowledge that the Property is located within the boundaries of the SFWMD. Due to ground water elevations underneath the Property, priorities established by governmental authorities and other causes outside of the reasonable control of Declarant and the Association, water levels in the waterways may rise and fall significantly due to among other 42 36790551.8 things, fluctuations in ground water elevations within the surrounding areas. Accordingly, Declarant and the Association have no control over such water levels and/or ground water elevations. Declarant, the CDD and the Association shall not have any liability for aesthetic conditions, objectionable odors, damage to plantings or direct or consequential damages of any nature caused by the fluctuation of water levels or water quality. Each Owner, by acceptance of title to a Lot, hereby releases Declarant, the CDD and the Association from and against any and all losses, claims, demands, liabilities, damages, costs and expenses of whatever nature or kind (including, without limitation, attorneys' fees and courts costs at trial and all appellate levels), related to, arising out of and/or resulting from water levels in the waterways. DECLARANT,THE CDD,AND THE ASSOCIATION SHALL NOT BE OBLIGATED TO PROVIDE SUPERVISORY PERSONNEL, INCLUDING, BUT NOT LIMITED TO, LIFEGUARDS FOR THE WATERWAYS. ANY INDIVIDUAL USING THE WATERWAYS SHALL DO SO AT HIS/HER OWN RISK AND HEREBY HOLDS DECLARANT, THE CDD, AND THE ASSOCIATION HARMLESS FROM AND AGAINST ANY CLAIM OR LOSS ARISING FROM SUCH USE. EACH OWNER, BY THE ACCEPTANCE OF TITLE TO A LOT, ACKNOWLEDGES THAT THE WATERWAYS ARE DEEP AND DANGEROUS. DECLARANT, THE ASSOCIATION, THE CDD, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, COMMITTEE MEMBERS, EMPLOYEES, MANAGEMENT AGENTS, CONTRACTORS OR SUBCONTRACTORS (COLLECTIVELY, THE "LISTED PARTIES") SHALL NOT BE LIABLE OR RESPONSIBLE FOR MAINTAINING OR ASSURING THE SAFETY, WATER QUALITY OR WATER LEVEL OF/IN ANY WATERWAY WITHIN ESPLANADE BY THE ISLANDS, EXCEPT AS SUCH RESPONSIBILITY MAY BE SPECIFICALLY IMPOSED BY, OR CONTRACTED FOR WITH, AN APPLICABLE GOVERNMENTAL OR QUASI- GOVERNMENTAL AGENCY OR AUTHORITY. FURTHER, NONE OF THE LISTED PARTIES SHALL BE LIABLE FOR ANY PROPERTY DAMAGE, PERSONAL INJURY OR DEATH OCCURRING IN, OR OTHERWISE RELATED TO, ANY WATER BODY, ALL PERSONS USING SAME DOING SO AT THEIR OWN RISK. ALL OWNERS AND USERS OF ANY PORTION OF ESPLANADE BY THE ISLANDS SHALL BE DEEMED, BY VIRTUE OF THEIR ACCEPTANCE OF THE DEED TO OR USE OF, SUCH PROPERTY, TO HAVE AGREED TO RELEASE THE LISTED PARTIES FROM ALL CLAIMS FOR ANY AND ALL CHANGES IN THE QUALITY AND LEVEL OF THE WATER IN SUCH BODIES. ALL PERSONS ARE HEREBY NOTIFIED THAT FROM TIME TO TIME WILDLIFE MAY HABITAT OR ENTER INTO WATER BODIES WITHIN OR NEARBY ESPLANADE BY THE ISLANDS AND MAY POSE A THREAT TO PERSONS, PETS AND PROPERTY, BUT THAT THE LISTED PARTIES ARE UNDER NO DUTY TO PROTECT AGAINST, AND DO NOT IN ANY MANNER WARRANT OR INSURE AGAINST, ANY DEATH, INJURY OR DAMAGE CAUSED BY SUCH WILDLIFE. No planting, fencing or other improvements or additions by the Owners within any lake maintenance easement is permitted. No installation of sand or other materials intended to simulate a beach shall be permitted along the Lakes or rear yards of Lake Lots. No removal or damage to littoral or wetland plantings, if any, is permitted. Owners are prohibited from disturbing or removing any vegetation within the Lakes. 43 36790551.8 7.11. Surface Water and Storm Water Management System. The CDD shall own, however the Association shall be responsible for, the maintenance, operation, repair, and replacement of the Surface Water and Storm Water Management System contained within the Property, in compliance with all governmental approvals and requirements of the SFWMD. Maintenance of the Surface Water and Storm Water Management System(s) shall mean the exercise or practices which allow the systems to provide drainage, water storage, conveyance, or other surface water or storm water management capabilities as permitted by the SFWMD and the County. Any repair or reconstruction of the Surface Water and Storm Water Management System shall be as permitted or, if modified, as approved by the SFWMD. The height, grade, and contour of such embankments shall not be changed without the prior written consent of the CDD,the Association, Declarant,the Committee,the SFWMD and/or the County. ARTICLE VIII COVENANT TO PAY ASSESSMENTS; ESTABLISHMENT OF LIENS; COLLECTION OF ASSESSMENTS; COLLECTION BY DECLARANT; CERTAIN RIGHTS OF DECLARANT AND INSTITUTIONAL MORTGAGEES 8.1. Affirmative Covenant To Pay Assessments. In order to: (i) fulfill the terms, provisions, covenants, conditions, restrictions, reservations, regulations, burdens, liens and easements contained in the Governing Documents; and(ii) maintain, operate and preserve the Common Area for the use, safety, welfare and benefit of the Members and their family members, guests, invitees and tenants, there is hereby imposed upon each Lot Ready for Construction, Completed Lot and Incomplete Lot and each Builder, Completed Lot Owner and Incomplete Lot Owner, the affirmative covenant and obligation to pay to the Association commencing from and after the first conveyance of a Completed Lot from Declarant as evidenced by the recordation of a deed in the Public Records of the County (in the manner herein set forth) all Assessments as more fully set forth herein, which Assessments may include, but may not be limited to, the Individual Lot Assessments, Benefited Assessments and Special Assessments. Each Owner, by acceptance of a deed or other instrument of conveyance conveying a Lot within the Property, whether or not it shall be so expressed in such deed or instrument, shall be obligated and agrees to pay to the Association all Assessments in accordance with the provisions of the Governing Documents. 8.2. Operating Expenses. The following expenses of the Association are hereby declared to be Operating Expenses which the Association is obligated to assess and collect, and which the Owners are obligated to pay as provided herein or as may be otherwise provided in the Governing Documents: (1) any and all taxes and tax liens which may be assessed or levied at any and all times against the Common Area, the Community Systems or against any and all personal property or Improvements thereon; (2) all charges levied for Community Systems or other utilities providing services for the Common Area or to Owners on a bulk basis, and any type of utility or any other type of service charge which is not separately billed to an Owner; (3) the premiums on policies of insurance including, but not limited to, liability and casualty insurance for the Common Area and directors and officers liability insurance for the officers and directors of the Association 44 36790551.8 (OWNERS OF SINGLE FAMILY HOMES_ANDYILLA UNITS ARE OBLIGATED TO HOMES AS THE ASSOCIATION DOES NOT CARRY SUCH INSURANCE); (4) any sums necessary for the maintenance and repair of the Common Area and all Improvements located thereon or the Common Structural Elements which are the responsibility of the Association to maintain, repair and replace as described in this Declaration (Roofing and Exterior Finish only); (5) administrative and operational expenses; (6) fees and other costs of water usage relating to the use, maintenance and repair of the Irrigation System(s) including, without limitation, all consumption and usage fees; (7) all sums necessary for the maintenance and repair of the Surface Water and Storm Water Management System, including, without limitation, work within retention areas, drainage structures and drainage easements; and (8) any and all expenses deemed to be Operating Expenses by the Association under this Declaration. Reserves for future maintenance, repair and replacement are specifically excluded from Operating Expenses. The Board may, if it so determines, include reserves in the Association's annual budget. In addition, any expense which is required by this Declaration to be the matter of Special Assessment shall not be deemed to be an Operating Expense. Expenses which are required to be the matter of Special Assessment include, by way of example but not by way of limitation, the following: the cost of reconstructing, replacing or improving the Common Area or any portion thereof or Improvements thereon or the Common Structural Elements which are the Association's responsibility to maintain (Roofing and Exterior Finish only); any casualty loss affecting the Association or the Common Area or the Common Structural Elements which are the Association's responsibility to maintain (Roofing and Exterior Finish only)to the extent such loss exceeds the insurance proceeds, if any, receivable by the Association as a result of such loss; any judgment against the Association (or against a Director or Directors if and to the extent such Director is, or such Directors are, entitled to be indemnified by the Association therefor pursuant to the Articles) to the extent such judgment exceeds the insurance proceeds, if any, received by the Association as a result of such judgment, or an agreement by the Association (or such Director or Directors to whom indemnification is owed) to pay an amount in settlement of a lawsuit against it (or such Director or Directors) to the extent such settlement exceeds the insurance proceeds, if any, received by the Association as a result of such settlement agreement; and Legal Fees incurred by the Association in connection with litigation (whether incurred for the preparation, filing, prosecution or settlement thereof or otherwise), except Legal Fees incurred by the Association in connection with the collection of Assessments or other charges which Owners are obligated to pay pursuant to the Governing Documents or the enforcement of the use and occupancy restrictions contained in the Governing Documents, and except Legal Fees incurred for lawsuits not approved pursuant to Section 7.5. The Operating Expenses with respect to the Common Area are payable by each Completed Lot Owner to the Association notwithstanding the fact that Declarant may not have as yet conveyed title to the Common Area to the Association. Reserves and expenses with respect to the Common Structural Elements which are the responsibility of the Association to maintain as described in this Declaration (Roofing and Exterior Finish only) are payable only when such Villa Unit becomes a Contributing Villa Unit. 45 36790551.8 8.3. Establishment of Liens. Each Assessment against a Lot, together with Interest thereon and costs of collection, including, but not limited to, Legal Fees, shall be the personal obligation of the Owner of such Lot. Any and all Assessments made by the Association in accordance with the provisions of the Governing Documents with Interest thereon and costs of collection, including, but not limited to, Legal Fees, are hereby declared to be a charge and continuing lien upon each Lot against which each such Assessment is made. Said lien shall be effective only from and after the time of the recordation amongst the Public Records of the County of a written, acknowledged statement by the Association setting forth the amount due to the Association as of the date the statement is signed. Upon full payment of all sums secured by that lien, the party making payment shall be entitled to a satisfaction of the statement of lien in recordable form. Notwithstanding anything to the contrary herein contained, in the event an Institutional Mortgagee of record obtains a deed or title to a Lot as a result of foreclosure of its first mortgage or deed in lieu of foreclosure, such acquirer of a deed or title, its successors or assigns, shall be liable for Assessments pertaining to such Lot or chargeable to the former Owner except and to the extent limited by applicable Florida Statutes. 8.4. Collection of Assessments. In the event any Owner shall fail to pay any Assessment, or installment thereof, charged to such Owner within fifteen (15) days after the same becomes due, then the Association, through its Board, shall have any and all of the following remedies to the extent permitted by law, which remedies are cumulative and which remedies are not in lieu of, but are in addition to, all other remedies available to the Association: (a) To accelerate the entire amount of any Assessment for the remainder of the calendar year notwithstanding any provisions for the payment thereof in installments. (b) To advance on behalf of the Owner(s) in default funds to accomplish the needs of the Association up to and including the full amount for which such Owner(s) is (are) liable to the Association and the amount or amounts of monies so advanced, together with Interest and all costs of collection thereof, including, but not limited to, Legal Fees, may thereupon be collected by the Association from the Owner(s) and such advance by the Association shall not waive the default. (c) To file an action in equity to foreclose its lien at any time after the effective date thereof as provided in Section 8.3 hereinabove. The lien may be foreclosed by an action in the name of the Association in like manner as a foreclosure of a mortgage on real property. (d) To file an action at law to collect said Assessment plus Interest and all costs of collection thereof, including, but not limited to, Legal Fees, without waiving any lien rights or rights of foreclosure in the Association. (e) To charge Interest on such Assessment from the date it becomes due, as well as a late charge of Twenty-Five and No/100 ($25.00) Dollars or five percent(5%) of the past 46 36790551.8 due amount, whichever is greater, by the Association to.defray additional collection costs. This amount is subject to change in the Board's sole discretion. (f) To suspend the use rights of the Owner(s) in default to the Amenity Center, subject to the Notice and Hearing provisions in Article VII, Section 7.4 herein. (g) To suspend the right of the Owner(s) in default to vote on any matter on which Owners have the right to vote if such Owner is delinquent in payment of assessments for more than ninety(90) days. (h) To collect any monetary obligation, including delinquent Assessments due for the Home from the rents paid by any tenant occupying the Home if the Owner has leased the Home. In such case, the tenant shall remit such delinquent Assessments and other amounts due the Association directly to the Association upon written notice from the Association that the Owner is delinquent in the payment of its monetary obligations and the tenant may deduct such amounts paid to the Association from the rent due to the Owner. The Association has the right to require Owners to use a lease addendum which provides, among other things, that the tenant will pay the rent due under the lease directly to the Association upon receipt of notice from the Association that the Owner is delinquent in amounts due to the Association. 8.5. Collection by Declarant. In the event for any reason the Association shall fail to collect the Assessments, Declarant shall at all times have the right (but not the obligation): (i) to advance such sums as the Association could have advanced as set forth above; and(ii)to collect such Assessments and, if applicable, any such sums advanced by Declarant, together with Interest and costs of collection, including,but not limited to, Legal Fees. 8.6. Rights of Declarant and Institutional Mortgagees to Pay Assessments and Receive Reimbursement. Declarant and any Institutional Mortgagee(s) shall have the right, but not the obligation, jointly or individually, and at their sole option, to pay any of the Assessments which are in default and which may or have become a charge against any Lot(s). Further, Declarant and any Institutional Mortgagee shall have the right, but not the obligation,jointly or individually, and, at their sole option,to pay insurance premiums or fidelity bond premiums or other required items of Operating Expenses on behalf of the Association in the event the same are overdue and when lapses in policies or services may occur. Declarant and any Institutional Mortgagee paying overdue Operating Expenses on behalf of the Association will be entitled to immediate reimbursement from the Association plus Interest and any costs of collection including, but not limited to, Legal Fees, and the Association shall execute an instrument in recordable form acknowledging such reimbursement obligation(s) and deliver the original of such instrument to each Institutional Mortgagee who is so entitled to reimbursement and to Declarant if Declarant is entitled to reimbursement. 47 36790551.8 8.7. Community Systems Services. The Association shall have the right to enter into one or more agreement(s) ("Bundled Service Agreements") for receipt of television (via cable, satellite or otherwise), entertainment, telecommunication, internet, gas, monitored alarm and/or other services (collectively, "Bundled Services") for Homes in Esplanade By The Islands. Any and all costs and expenses incurred by the Association under or pursuant to any Bundled Service Agreements entered into by the Association for Bundled Services will be assessed against all Completed Lot Owners as a Benefited Assessment. It is contemplated that there may be features and services that are or will be available in addition to and not part of the Bundled Services (each, an "Optional Service"). Owners will be responsible for hook-up costs, any converter boxes, remote control units, any Optional Services elected by Owner and the charge therefor shall be billed directly to Owner. Notwithstanding anything to the contrary contained in this Declaration, the costs and expenses charged to the Association under the Bundled Services Agreements shall be apportioned equally, but only amongst those Homes with respect to which the Association is being charged under or pursuant to the Bundled Services Agreement except to the extent, if any,that any Owner elects to receive an Optional Service (being a service not automatically received by all Owners entitled to receive Bundled Services pursuant to the Bundled Services Agreements). Each Owner who receives an Optional Service, if any, shall be responsible for paying for the costs of such Optional Service. The foregoing shall in no way obligate Declarant or the Association to enter into any Bundled Services Agreement. 8.8. Irrigation System(s). Declarant shall have the right, but not the obligation, to install one or more irrigation systems (referred to in this Declaration as the "Irrigation System(s)") for the Common Area and/or any or all of the Lots within Esplanade By The Islands. In the event Declarant installs one or more Irrigation System(s) for the Common Area and/or any or all of the Lots within Esplanade By The Islands, the responsibility for operating, maintaining, repairing and replacing such system(s) shall be governed by the provisions of Section 5.1(b) of Article V above. The foregoing shall in no way obligate Declarant to install the Irrigation System(s) for the Common Area or within any or all of the Lots within Esplanade By The Islands. All of costs of the Irrigation System(s) and all usage and consumption fees for use of water shall be part of the Operating Expenses of the Association. ARTICLE IX METHOD OF DETERMINING ASSESSMENTS AND ALLOCATION OF ASSESSMENTS 9.1. Determining Amount of Assessments. The total anticipated Operating Expenses for each calendar year shall be set forth in the budget("Budget")prepared by the Board as required under the Governing Documents. Each Lot Ready for Construction, Completed Lot and Incomplete Lot shall be assessed its pro rata portion of the total anticipated Operating Expenses, which shall be the"Individual Lot Assessment"as to each Lot. The Individual Lot Assessment shall be based upon the level of service to each Lot and upon the state of the Lot's development, with the Owners of Lots Ready for Construction and Completed Lots paying the Operating Expenses on a twenty to one ratio (20:1) compared to 48 36790551.8 the Owners of Incomplete Lots as set forth below. Therefore, the Builders of Lots Ready for Construction and Completed Lot Owners and Incomplete Lot Owners shall share the payment of the Operating Expenses on a ratio of twenty to one (20:1). The total anticipated Operating Expenses (other than those expenses which are properly the subject of Special Assessment) shall be divided by the total number of Lots Ready for Construction and Completed Lots multiplied by twenty (20) plus the number of Incomplete Lots, with the quotient thus arrived at being the "Individual Lot Assessment" for an Incomplete Lot. Said quotient multiplied by twenty (20) shall be the Individual Lot Assessment for a Lot Ready for Construction and a Completed Lot. The number of Lots Ready for Construction and Completed Lots and Incomplete Lots shall be adjusted quarterly, as needed, as hereinafter set forth. At such time as Declarant has conveyed all of the Homes on all of the Lots, each Lot shall be a Completed Lot and the Individual Lot Assessment shall be equal for each Lot. Notwithstanding anything in the Governing Documents to the contrary, any Assessment for Legal Fees incurred by the Association for lawsuits shall be deemed an Operating Expense which is properly the subject of Special Assessment and not the subject of an Individual Lot Assessment so long as approved pursuant to Section 9.3 except the Legal Fees incurred by the Association in connection with the collection of assessments or other charges which Owners are obligated to pay pursuant to the Governing Documents or the enforcement of the use and occupancy restrictions contained in the Governing Documents. 9.2. Assessment Payments. Individual Lot Assessments shall be payable quarterly, in advance, on the first day of January, April, July and October of each year, provided, however, at the Association's option, Individual Lot Assessments may be payable monthly. Individual Lot Assessments, and the quarterly or monthly installments thereof, may be adjusted from time to time, but no less frequently than quarterly, by the Board to reflect changes in the number and status of Completed Lots and Incomplete Lots (thus apportioning all such Assessments and installments thereof among all Completed Lots at the time such installment is due) or changes in the Budget or in the event the Board determines that an Assessment or any installment thereof is either less than or more than the amount actually required. When an Incomplete Lot becomes a Lot Ready for Construction or a Completed Lot during a period with respect to which an Assessment or installment thereof has already been assessed, such Lot Ready for Construction or Completed Lot shall be deemed assessed the amount of such Assessment or installment thereof which was assessed against Completed Lots in existence at the time of such Assessment, prorated from the date the Lot became a Completed Lot through the end of the period in question. If the payment of such Assessment or installment thereof was due at the time the Lot became a Completed Lot or prior thereto, said prorated amount thereof shall be immediately due and payable. Likewise, the amount paid with respect to such Lot Ready for Construction or such Completed Lot based upon the Lot's status as an Incomplete Lot, prorated from the date the Incomplete Lot became a Lot Ready for Construction or a Completed Lot to the end of the period in question, shall be credited against the amount owed as a Completed Lot. For purposes of Assessments, a Lot Ready for Construction is assessed the same as a Completed Lot pursuant to this Declaration. 49 36790551.8 9.3. Special Assessments. "Special Assessments" include, in addition to other Assessments designated as Special Assessments in the Governing Documents and whether or not for a cost or expense which is included within the definition of"Operating Expenses," those Assessments which are levied for capital improvements which include the costs (whether in whole or in part) of constructing or acquiring Improvements for, or on, the Common Area and/or the Common Structural Elements which are the responsibility of the Association to maintain as described in this Declaration (Roofing and Exterior Finish only) or the cost (whether in whole or in part) of reconstructing or replacing such Improvements. In addition, Special Assessments may be levied against particular Lots to the exclusion of others. Notwithstanding anything to the contrary herein contained, it is recognized and declared that Special Assessments shall be in addition to, and are not part of, any Individual Lot Assessment. Any Special Assessments assessed against Lots and the Owners thereof shall be paid by such Owners in addition to any other Assessments and shall be assessed in the same manner as the Individual Lot Assessment. Special Assessments shall be paid in such installments or in a lump sum as the Board shall, from time to time, determine. Notwithstanding the foregoing, the levying of any Special Assessment after the Turnover Date shall require the affirmative assent of at least two-thirds (2/3) of the vote of all Members at a meeting called and held in accordance with the Bylaws, however, and notwithstanding anything in this Declaration to the contrary, the Board acting alone and without the consent of Members may levy Special Assessments for the following: (a) repair, reconstruction, or replacement of damaged or destroyed Improvements previously existing on Common Area (including, without limitation, landscaping), (b) capital improvements necessary or desirable for the sole purpose of preservation of, or prevention of damage to, Common Area, or (c) uprighting or removing any fallen or dislodged trees as set forth in Section 5.1(d) above; which shall not require such affirmative assent of at least two-thirds (2/3) of the votes of all Members. Prior to the Turnover Date, a Declarant controlled Board may not levy a Special Assessment unless a majority of the Members (other than Declarant) has approved the Special Assessment by a majority vote at a duly called special meeting of the Members at which a quorum is present. 9.4. Liability of Owners of Individual Lot Assessments. By the acceptance of a deed or other instrument of conveyance of a Lot in the Property, each Owner thereof acknowledges that each Lot and the Owners thereof are jointly and severally liable for their own Individual Lot Assessments and their applicable portion of any Special Assessments, as well as for any and all other Assessments for which they are liable, as provided for herein. Such Owners further recognize and covenant that they are jointly and severally liable with the Owners of all Lots for the Operating Expenses (subject to any specific limitations provided for herein such as, but not limited to, the limitation with respect to matters of Special Assessment and the limitations on the liability of Institutional Mortgagees and their successors and assigns). Accordingly, subject to such specific limitations, it is recognized and agreed by each Owner, for such Owner and such Owner's heirs, executors, successors and assigns, that in the event any Owner fails or refuses to pay such Owner's Individual Lot Assessment or any portion thereof, or such Owner's respective portion of any Special Assessment or any other Assessment,then the other Owners may be responsible for increased Individual Lot Assessments or Special Assessments or other Assessments due to the nonpayment by such other Owner, and such increased Individual Lot Assessment or Special Assessment or other Assessment can and 50 36790551.8 may be enforced by the Association and Declarant in the same manner as all other Assessments hereunder as provided in the Governing Documents. 9.5. Benefited Assessments. The Association may levy `Benefited Assessments" against one or more particular Lots as follows: (a) to cover the costs, including, without limitation, overhead and administrative costs, of providing services to a Lot upon request of the Owner pursuant to any menu of special services which the Association may offer (which might include the items identified in Section 7.6) or pursuant to a Supplemental Declaration. Benefited Assessments for special services may be levied in advance of the provision of the requested service; (b) to cover costs incurred in bringing a Lot into compliance with the Governing Documents, or costs incurred as a consequence of the conduct of the Owner or occupants of the Lot, their agents, contractors, employees, licensees, invitees, or guests, including, without limitation, Legal Costs, subject to the limitations of Section 7.4, as applicable; (c) to cover the costs and expenses charged to the Association for the maintenance, repair and replacement of the Neighborhood Common Area; (d) to cover the costs and expenses charged to the Association pursuant to any contract for Lot landscape maintenance, including landscape plant replacement and turf replacement as determined by the Board, and for any landscaping that may die from natural causes or Owner negligence as determined by the Board and the landscape maintenance company; (e) to cover the costs and expenses charged to the Association for annual mulch replacement for the Lots; (f) to cover the costs and expenses charged to the Association for irrigation to the Lots and related facilities, and the maintenance, repair and replacement of the Irrigation System serving the Lots, including, but not limited to, irrigation timers, solenoids and valves, including any damage caused by power surges that are beyond the ability of the Association or its vendors to control; (g) to cover the costs and expenses charged to the Association for any maintenance or repair to the Common Structural Elements of the Villa Units for which the Association is responsible for maintaining and repairing pursuant to this Declaration; and (h) to cover costs incurred by the Association for force-placing insurance on any Villa Unit, but only amongst those Villa Units with respect to which the Association is being forced to carry the insurance coverage required by the Owners to be carried herein. The foregoing list is not exclusive. The Board may determine that other expenses should be charged as Benefited Assessments. 51 36790551.8 9.6. Budgeting for Reserves. The Board may, but is not obligated to, prepare and periodically review separate reserve budgets for the Common Area for which the Association maintains capital items which takes into account the number and nature of replaceable completed assets, the expected life of each completed asset, and the expected repair or replacement cost of capital items under each budget. The Board may include in the Operating Expense Budget adopted pursuant to Section 9.1, as appropriate, a contribution to fund reserves in an amount which the Board, in the exercise of its business judgment, deems sufficient to meet the projected needs under each budget with respect to both amount and timing by annual contributions over the budget period. The budgeted amount for reserves need not be for one hundred percent (100%) of the repair or replacement cost but may be for a lower amount as determined by the Board. The Board may determine to pool reserves, meaning that a general reserve fund may be used for any item for which reserves are being collected. Completed Lot Owners are referred to the then current Budget to determine if reserves are included in the Budget, the amount budgeted therefor and if Assessments include amounts for reserves. Reserve funds, if collected, shall be held in a separate account or accounts from the operating and other funds of the Association. The reserve funds may be expended only for major maintenance, repair, or replacement of those assets covered by the reserve budget pursuant to which they were collected. Subject to such limitation, the Board may adopt resolutions regarding the expenditure of any reserve funds including, without limitation, policies designating the nature of assets for which reserve funds may be expended. Neither the Association membership nor the Board shall adopt, modify, limit, or expand such policies without Declarant's prior written consent during the Development and Sale Period. Notwithstanding anything contained in this Section 9.6, or as may be otherwise set forth in this Declaration, any reserve funds so collected and/or paid pursuant hereto are not created or established in accordance with Section 720.303(6)(d) of the HOA ACT. 9.7. Assessments Payable by Declarant; Declarant Subsidies. Each Owner acknowledges and agrees that because Individual Lot Assessments and Special Assessments are allocated as set forth in this Article IX above, it is possible that the Association may collect more or less than the amount budgeted for Operating Expenses in the Budget of the Association. Except as may be limited by applicable law, Declarant has the right (at its sole election) to: (i) pay Assessments for the Lots owned by Declarant in the same manner as other Owners (but at the 20:1 ratio described above), (ii) pay the Deficit (as calculated pursuant to Section 9.8 below, herein referred to as the "Deficit"), and/or (iii) subsidize the Budget of the Association as provided below by making voluntary contributions in amounts determined by Declarant in Declarant's sole discretion. During the period of time that Declarant is offering Homes for sale in Esplanade By The . Islands and/or based on the number of Homes owned by Owners other than Declarant, Declarant 52 36790551.8 may seek to keep Assessments lower than they otherwise may be by subsidizing the Budget of the Association by making voluntary contributions in amounts determined by Declarant. The amount of any such voluntary contributions may vary from time to time or may be discontinued and recommenced by Declarant from time to time. The determination to subsidize the Budget of the Association, the amount of any such voluntary contribution, the discontinuance and/or recommencement of any such voluntary contributions shall all be made by Declarant in Declarant's sole discretion and in no event shall Declarant have any obligation whatsoever to make any such voluntary contributions. Each Owner shall be solely responsible to review the Budget of the Association then in effect to determine if and to what extent Declarant is making any voluntary contributions to subsidize the Budget and thus lower the Assessments payable by the Owners that would otherwise be higher based on the Operating Expenses of the Association. 9.8. Declarant's Option to Fund Budget Deficits. To the extent permitted by Florida law, until the end of the Development and Sale Period, Declarant may satisfy the obligation for Assessments on Lots which it owns either by paying Assessments in the same manner as any other Owner (but at the 20:1 ratio described above) or by funding the budget Deficit. The budget deficit ("Deficit") is the difference between (i) the amount of Assessments levied on Owners' Lots plus any other income, revenue or sums received by the Association during the period during which Declarant has elected to fund the Deficit, and (ii) the amount of the Association's actual expenditures during the fiscal year and excluding to the maximum extent allowable by law, contributions to reserves, if any, and Special Assessments arising as a result of any unusual loss or liability. The calculation of Declarant's Deficit funding obligation shall be done on a cumulative basis (from the inception of the election to fund the Deficit until Declarant's election to cease funding the Deficit) although Declarant will fund the Association to meet its cash flow obligations as they arise during the Deficit funding period. Should Declarant, in its sole discretion, elect to fund cash shortfalls caused by delinquencies or other matters which would not otherwise require deficit funds from Declarant, such funds shall be considered a loan to the Association to be paid back to Declarant by the Association. Declarant is not required to make contributions to reserves while Deficit funding even though Owners other than Declarant may be required to make such contributions. Unless Declarant otherwise notifies the Board in writing at least thirty (30) days before the beginning of the fiscal year, Declarant shall continue paying on the same basis as during the previous fiscal year. Regardless of Declarant's election, Declarant's Assessment obligations may be satisfied in the form of cash or by"in kind"contributions of services or materials, or by a combination of these, the value of which shall be reasonably determined by Declarant. After the end of the Development and Sale Period, or sooner if Declarant elects to pay Assessments and cease Deficit funding, Declarant shall pay Assessments on Lots which it or its Affiliates own in the same manner as any other Owner. Declarant's obligation to Deficit fund is not a guarantee of the Assessments or Operating Expenses as contemplated by Florida Statutes Section 720.308 because the amount of Assessments or Operating Expenses to be paid by Owners during any Deficit funding period may change based upon changes in the then buildout Budget. 53 36790551.8 9.9. Working Fund Contribution. Each subsequent Owner of a Lot (meaning any Owner who purchases a Lot from a previous Owner other than Declarant or a Builder) shall pay to the Association a Working Fund Contribution at the time legal title is conveyed to such Owner by the previous Owner. The Working Fund Contribution shall be Five Thousand and No/100 Dollars($5,000.00)for each Lot and each subsequent conveyance of the Lot. The amount of the Working Fund Contribution is subject to change in the board's sole discretion. In the event an Institutional Mortgagee acquires title through foreclosure or a deed in lieu, the Institutional Mortgagee shall be exempt from paying such Working Fund Contribution. The purpose of the Working Fund Contribution is to ensure that the Association will have cash available for initial start-up expenses, to meet unforeseen expenditures and to acquire additional equipment and services deemed necessary or desirable by the Board. Working Fund Contributions are not advance payments of Individual Lot Assessments and shall have no effect on future Individual Lot Assessments, nor will they be held in reserve. To further ensure that the Association will have sufficient cash available to pay for start-up expenses, Operating Expenses and other expenses, Declarant may from time to time advance to the Association the Working Fund Contribution applicable to any Lot(s) prior to the time legal title to such Lot(s) is conveyed to the Owner(s) thereof. In the event Declarant advances the Working Fund Contribution applicable to any Lot, then, at the time legal title to such Lot is conveyed to the Owner thereof, the Working Fund Contribution to be paid by such Owner to the Association pursuant to this Section 9.9 shall be paid directly to Declarant in reimbursement of the advance, instead of to the Association. Working Fund Contributions (whether paid by Owner or advanced by Declarant) may also be used to offset Operating Expenses and fund any deficit between yearly Operating Expenses and income collected from Assessments. Developer may, in its sole discretion, move the Working Fund Contributions into a reserve account at the time of the Turnover Date. Builders shall be required to collect from each Owner who purchases a Lot from such Builder at the time legal title is conveyed to such Owner a"Community Contribution"payable to Declarant in the amount of Five Thousand and No/100 Dollars ($5,000.00) for each Lot conveyed by a Builder. 9.10. Waiver of Use. No Owner, other than Declarant, may exempt himself from personal liability for Assessments duly levied by the Association. No Owner may release the Lot owned by such Owner from the liens and charges hereof either by waiver of the use and enjoyment of the Common Area and the facilities thereon or by abandonment of such Owner's Home. 9.11. Declarant's Payment of Assessments, Deficit Funding, and/or Subsidizing the Budget. Notwithstanding anything to the contrary set forth herein, if Declarant elects to Deficit fund or provide a subsidy to lower the Assessments due from Owners prior to the end of the Development and Sale Period, or such other time as Declarant, in its sole discretion desires to discontinue such Deficit funding or subsidy, Declarant will not retroactively recalculate any Assessments for any period during which Declarant was Deficit funding and/or subsidizing the 54 36790551.8 budget on the 20:1 ratio as described in Section 9.1 above, however, the Deficit funding or subsidy shall be calculated on a cumulative basis as set forth in Section 9.8 above. ARTICLE X EXPANSION OF THE COMMUNITY/REMOVAL OF PROPERTY 10.1. Annexation by Declarant. Declarant may, from time to time, subject to this Declaration additional property by recording a Supplemental Declaration describing the property being subjected. A Supplemental Declaration recorded pursuant to this Section shall not require the consent of any Person except the owner of such property, if other than Declarant. Nothing in this Declaration shall require Declarant or any successor to subject additional property to this Declaration. Declarant intends to develop the Community in accordance with the Development Plan, but hereby reserves the right to modify the Development Plan for the Community from time to time in its sole discretion and at its option. Declarant shall not be required to follow any predetermined order of improvement and development within the Community. 10.2. Additional Covenants and Easements. By Supplemental Declaration, Declarant may impose additional covenants, restrictions and easements on portions of the Community, including, without limitation, covenants obligating the Association to maintain and insure specific property and authorizing the Association to recover its costs through Benefited Assessments. If someone other than Declarant owns the property, then such owner's consent and execution of the Supplemental Declaration is required. Any such Supplemental Declaration may supplement, create exceptions to, or otherwise modify the terms of this Declaration as it applies to the subject property in order to reflect the different character and intended use of such property. 10.3. Effect of Filing Supplemental Declaration. A Supplemental Declaration shall be effective upon recording. Unless otherwise specified in the Supplemental Declaration, the Lots subjected to this Declaration by such Supplemental Declaration shall have equal voting rights in the Association and equal pro rata liability for Assessments with all other Lots. 10.4. Removal of Property. Declarant reserves the right to amend this Declaration from time to time prior to the Turnover Date, in its sole discretion, without the prior notice or consent of any Person to remove any portions of the Property then owned by Declarant (or any affiliate of Declarant) or by the Association from the provisions of this Declaration if, and to the extent, such property was originally subjected to this Declaration in error, or if Declarant changes the development plan for the Property; provided, however, that Declarant, concurrently with such removal, shall grant and/or confirm such easements as are necessary for maintenance and/or construction of those Lots theretofore conveyed by Declarant. 55 36790551.8 ARTICLE XI DEVELOPMENT PLAN 11.1. General Plan of Development. Esplanade By The Islands comprises the Property encompassing, or which will encompass, Lots, Homes and the Common Area as more particularly defined by this Declaration and, in addition, lands which Declarant may add, but shall in no way be obligated to add, by one or more Supplemental Declaration(s). The Property initially declared hereunder is described in Exhibit "A" attached hereto. It is presently anticipated that Esplanade By The Islands will contain single-family Homes, Villa Units, and Condominium Units, and when fully developed will be comprised of approximately one thousand two-hundred fifty (1,250) Homes. Notwithstanding the foregoing, however, Declarant reserves the right to modify its plan of development of Esplanade By The Islands (including, without limitation, the right to modify the site plan of Esplanade By The Islands and the right to change the recreational facilities, amenities, Home product types and the number of Homes to be constructed within Esplanade By The Islands) and/or the right to add land to Esplanade By The Islands or to withdraw land from Esplanade By The Islands in its sole and absolute discretion. Therefore, in the event Declarant modifies its plan of development of Esplanade By The Islands, adds land to Esplanade By The Islands and/or withdraws land from Esplanade By The Islands, the number of Lots, the layout of Lots and/or the size of Lots within Esplanade By The Islands may change and as a result of any changes in the number of Lots, the Assessments required to be paid pursuant to this Declaration may increase or decrease as appropriate. Declarant's general plan of development further contemplates that such Homes shall be whatever types of structures Declarant may choose which are in conformance with applicable governmental rules and regulations. Declarant's general plan of development of Esplanade By The Islands may also include whatever facilities and amenities Declarant considers in its sole judgment to be appropriate to Esplanade By The Islands, as well as any changes thereto. Additional Property will become a part of Esplanade By The Islands if, and only if, Declarant in its sole discretion adds Additional Property to Esplanade By The Islands by recording a Supplemental Declaration to such effect. Declarant hereby reserves an easement for ingress and egress and for utilities, Community Systems and drainage over, under and across the Property for the benefit of any Additional Property; provided, however, no such easement may be granted upon any portion of the Property that lies directly beneath a Home. Declarant expressly reserves the right as to the Property to (i) commence construction and development of the Property if and when Declarant desires; (ii) develop the Property (including, without limitation the recreational facilities and amenities), upon such timetable as Declarant, in its sole discretion, chooses; and (iii) modify the plan of development of the Property (including, without limitation, the right to modify the site plan and/or master plan of Esplanade By The Islands, the right to change the recreational facilities and amenities, and the right to change the Home product types and number of Homes to be constructed within Esplanade By The Islands) in such manner as Declarant, in its sole discretion, chooses. Nothing contained herein shall be construed as obligating Declarant to construct Esplanade By The Islands according to the present plan of development or as obligating Declarant to declare any Additional Property to be Property. 56 36790551.8 11.2. Currents Community Development District 2. Declarant has established a uniform community development district, as defined in Chapter 190, Florida Statutes, known as Currents Community Development District (hereinafter "CDD"), which includes the Property and which may include all or a portion of Esplanade By The Islands, and may also include property in addition to Esplanade By The Islands. The CDD will provide certain urban community development services and will have the authority to levy and collect fees, rates, charges, taxes and assessments to pay for, finance and provide such services. The CDD will impose taxes and/or assessments on Esplanade By The Islands through a special taxing district. These taxes will pay for the construction, operation, and/or maintenance costs of certain public facilities within the CDD and will be set annually by the governing board of the CDD. These taxes and assessments are in addition to county and all other taxes and assessment provided for by law. These fees, rates, charges, taxes and assessments will either appear on the annual real estate tax bill for each Owner in which case they will be payable directly to the Collier County Tax Collector or they will appear on a separate bill issued to each Owner by the CDD. All taxes of the CDD shall constitute a lien upon those portions of Esplanade By The Islands owned by Owners. The CDD shall have the power to issue any types of bonds permitted by Chapter 190, Florida Statutes. 11.6. Taxes and Assessments. COMMUNITY DEVELOPMENT DISTRICTS ("DISTRICTS") ARE SPECIAL SINGLE PURPOSE LOCAL GOVERNMENTAL AGENCIES CREATED BY GENERAL LAW AND ESTABLISHED BY RULE TO PROVIDE INFRASTRUCTURE TO COMMUNITY DEVELOPMENTS. THE DISTRICTS HAVE THE POWER TO MANAGE THROUGH PLANNING, IMPLEMENTATION, CONSTRUCTION AND MAINTENANCE OF CERTAIN SYSTEMS, FACILITIES AND SERVICES CONSTITUTING BASIC INFRASTRUCTURE TO THE LANDS WITHIN THE COMMUNITY DEVELOPMENT. THE DISTRICTS ALSO HAVE THE POWER TO FINANCE THESE MANAGEMENT FUNCTIONS, INCLUDING THE PAYMENT FOR THE CONSTRUCTION, OPERATION AND MAINTENANCE OF SUCH BASIC INFRASTRUCTURE, THROUGH THE LEVY OF CERTAIN AD VALOREM TAXES AND NON-AD VALOREM SPECIAL ASSESSMENTS CONSTITUTING LIENS ON THE PROPERTY AGAINST WHICH LEVIED. THESE LEVIES ARE SET ANNUALLY BY THE GOVERNING BOARD OF SUPERVISORS OF THE DISTRICTS. THESE LIENABLE LEVIES MAY BE LISTED SEPARATELY ON THE OFFICIAL TAX NOTICE ("BILL") MAILED EACH NOVEMBER BY THE TAX COLLECTOR WHICH ALSO LISTS AND TOTALS ALL OTHER AD VALOREM TAXES AND NON-AD VALOREM SPECIAL ASSESSMENTS WHICH MAY BE LEVIED BY THE COUNTY AND OTHER GOVERNMENTS AS PROVIDED FOR BY LAW. THE MEETINGS OF THE BOARD OF SUPERVISORS OF THE DISTRICT ARE PUBLIC NOTICED MEETINGS PURSUANT TO GOVERNMENT-IN-THE-SUNSHINE LAW. 11.3. Common Area. The Common Area shall consist of: (a) the property indicated on the Plat and Additional Plat(s), if any, as Common Area or as property reserved for or dedicated to the Association, and (b) any other property designated as Common Area in this Declaration or any Supplemental 57 36790551.8 Declaration. The Common Area shall be used for recreational and social purposes as well as other proper purposes by the Association and the Owners and their family members, guests, invitees and tenants in accordance with the Governing Documents. Common Area may not be altered, modified, removed or replaced by Owners or their family members, guests, invitees or tenants. The portions of Esplanade By The Islands described in this Section 11.3 shall constitute Common Area and shall be used solely in accordance with the covenants, restrictions, reservations, regulations and burdens imposed upon the Common Area including, without limitation,the following: A. Amenity Center. Esplanade By The Islands is planned to contain one (1) active Amenity Center and one (1) clubhouse (together, the "Amenity Center"). The Amenity Center is that portion of Esplanade By The Islands designated on the Plat as Tract "A," and which is reserved for or dedicated to the Association and shall be used for recreational purposes by the Association, and the Owners and their family members, guests, invitees and tenants. Such portions, if any, of the Amenity Center upon which Declarant has constructed or hereafter constructs Improvements shall be kept and maintained for use in a manner consistent with the nature of such Improvements located or to be located thereon. The Amenity Center shall always be kept and maintained by the Association for recreational uses or beautification and attendant uses (e.g., parking spaces within any of the Amenity Center shall be used for proper purposes by those using the recreational facilities but only while using such facilities), and shall be used for such purposes and not for residential, commercial or industrial construction of any kind. The Amenity Center shall be maintained, administered, operated and ultimately owned by the Association. Declarant reserves the right, but shall not be obligated, to construct additional recreational facilities upon the Amenity Center, and to modify or reduce the facilities and amenities planned for the Amenity Center. Declarant, at its sole discretion, hereby expressly reserves the right to reduce and/or modify the planned facilities, and to determine the timing of construction of the recreational facilities and installation of amenities. The decision as to whether to construct additional recreational facilities or amenities, to modify the planned facilities or amenities, to reduce the planned facilities, and/or the timing of the construction thereof, shall be in the sole discretion of Declarant. Notwithstanding anything contained herein, neither Declarant nor the Association makes any representations whatsoever to commence, complete or construct any of the recreational facilities within any specific time period. Declarant, its successors and/or assigns, shall have access to the Amenity Center at all times during the development and sale period and the Association shall not impede any such access, and no Owner nor the Association shall do any act which may interfere with Declarant having access to the Amenity Center. Until such time as Declarant no longer owns any portion of the Property, Declarant shall be allowed to use the Amenity Center for sales meetings and sales related functions and for other business purposes or functions Declarant determines in its sole discretion. 58 36790551.8 B. Roads. The "Roadways" are those portions of Esplanade By The Islands designated on the Plat as Tracts "R" and "R1," and which are reserved for or dedicated to the Association and includes the entranceway and entry features but specifically excluding any street or roadway dedicated to the public on the Plat. The Roadways shall be used as private roads by Declarant, the Association and the Owners, their family members, guests, invitees and tenants in accordance with the provisions of this Declaration. The Roadways shall be maintained, administered, operated and ultimately owned by the Association. Notwithstanding anything to the contrary, each Owner shall be responsible for the maintenance, repair and replacement of the driveway serving his or her Lot, including that portion of the driveway in a Roadway, if any, unless the driveway was damaged by the Association in the fulfillment of its obligations and duties under this Declaration. The Association shall be responsible for the maintenance, repair and replacement of the common sidewalks within the Property. Any paved pathway leading from the street or driveway to the Home shall be maintained, repaired and replaced by the Owner of the Home to which such paved pathway leads. C. Lakes. The "Lakes" are those portions of Esplanade By The Islands designated on the Plat as Tracts "LE-1," LE 1-4," "LE 1-5," "LE 1-6," "LE 1-8," "LE 1-16," "LE 1- 17," "LE 1-18," "LE 1-19" and "LE 1-20," shall always be kept and maintained as lakes for water retention, drainage, irrigation, littoral plantings and water management purposes in compliance with all applicable governmental requirements including, without limitation, the requirements of the Water Management District Permit. The Lakes shall be maintained, administered, and operated by the Association, however, they shall be owned by the CDD. Operation and maintenance and reinspection reporting shall be performed in accordance with the terms and conditions of the Water Management District Permit. In furtherance of the foregoing, Declarant hereby reserves and grants an easement in favor of the CDD and the Association throughout all portions of Esplanade By The Islands as may be necessary for the purpose of accessing, maintaining and administering the Lakes and wetlands, if any, and no Owner shall do any act which may interfere with the performance by the Association or the CDD of its obligations hereunder. Water levels in the Lakes within and adjacent to the Property may rise and fall significantly due to, among other things, certain natural causes including, without limitation, rain, sun, and fluctuations in ground water elevations within the surrounding areas. Accordingly, Declarant has no control over such water levels and/or ground water elevations. Each Owner,by acceptance of a deed or title to a Lot, hereby releases Declarant, the Association, the CDD and the County from and against any and all losses, claims, demands, liabilities, damages, costs and expenses of whatever nature or kind (including, without limitation, Legal Fees), related to, arising out of and/or resulting from water levels in the Lakes regardless of the cause thereof. No construction activities may be conducted relative to any portion of the Surface Water and Storm Water Management System. Prohibited activities include, but are not limited to: digging or excavation; depositing fill, debris or any other material or item; constructing or altering any water control structure; or any other construction to modify the Surface Water and Storm Water Management System facilities. No vegetation within a wetland mitigation area or wet detention pond shall be removed, cut, trimmed or sprayed with herbicide without specific written approval from the Water Management District. Construction and maintenance activities which are consistent with the design and permit conditions approved by the Water Management 59 36790551.3 District in the Water Management District Permit may be conducted without specific written approval from the Water Management District. DECLARANT AND THE ASSOCIATION SHALL NOT BE OBLIGATED TO PROVIDE SUPERVISORY PERSONNEL, INCLUDING, BUT NOT LIMITED TO, LIFEGUARDS, FOR THE AMENITY CENTER, THE LAKES, AND/OR ANY OTHER PORTIONS OF THE COMMON AREA. ANY INDIVIDUAL USING THE AMENITY CENTER, THE LAKES, AND/OR ANY OTHER PORTIONS OF THE COMMON AREA SHALL DO SO AT HIS OR HER OWN RISK AND HEREBY HOLDS DECLARANT AND THE ASSOCIATION HARMLESS FROM AND AGAINST ANY CLAIM OR LOSS (INCLUDING, WITHOUT LIMITATION, THOSE FROM PROPERTY DAMAGE, INJURY AND/OR DEATH)ARISING FROM SUCH USE. EACH OWNER, BY THE ACCEPTANCE OF A DEED OR TITLE TO A LOT, ACKNOWLEDGES THAT THE LAKES ARE EXTREMELY DEEP AND DANGEROUS. DECLARANT, THE ASSOCIATION, THE CDD, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, COMMITTEE MEMBERS, EMPLOYEES, MANAGEMENT AGENTS, CONTRACTORS OR SUBCONTRACTORS (COLLECTIVELY, THE "LISTED PARTIES") SHALL BE LIABLE OR RESPONSIBLE FOR MAINTAINING OR ASSURING THE SAFETY, WATER QUALITY OR WATER LEVEL OF/IN ANY LAKE, POND, CREEK, STREAM OR OTHER WATER BODY WITHIN OR AROUND ESPLANADE BY THE ISLANDS, EXCEPT AS SUCH RESPONSIBILITY MAY BE SPECIFICALLY IMPOSED BY, OR CONTRACTED FOR WITH, AN APPLICABLE GOVERNMENTAL OR QUASI-GOVERNMENTAL AGENCY OR AUTHORITY. FURTHER, NONE OF THE LISTED PARTIES SHALL BE LIABLE FOR ANY PROPERTY DAMAGE, PERSONAL INJURY OR DEATH OCCURRING IN, OR OTHERWISE RELATED TO, ANY WATER BODY, ALL PERSONS USING SAME DOING SO AT THEIR OWN RISK. ALL OWNERS AND USERS OF ANY PORTION OF ESPLANADE BY THE ISLANDS SHALL BE DEEMED, BY VIRTUE OF THEIR ACCEPTANCE OF A DEED OR TITLE TO OR USE OF SUCH PROPERTY, TO HAVE AGREED TO RELEASE THE LISTED PARTIES FROM ALL CLAIMS FOR ANY AND ALL CHANGES IN THE SAFETY, QUALITY AND LEVEL OF THE WATER IN SUCH BODIES. ALL PERSONS ARE HEREBY NOTIFIED THAT FROM TIME TO TIME WILDLIFE MAY INHABIT OR ENTER INTO WATER BODIES WITHIN OR NEARBY ESPLANADE BY THE ISLANDS AND MAY POSE A THREAT TO PERSONS, PETS AND PROPERTY, BUT THAT THE LISTED PARTIES ARE UNDER NO DUTY TO PROTECT AGAINST, AND DO NOT IN ANY MANNER WARRANT OR INSURE AGAINST, ANY DEATH, INJURY OR DAMAGE CAUSED BY SUCH WILDLIFE. Notwithstanding anything contained herein to the contrary, and subject to the rights and obligations of the Association to maintain the Lakes as described in this Declaration for water retention, drainage, irrigation and water management purposes for all of Esplanade By The Islands, and the right of the Association to adopt rules from time to time with respect to the use of the Lakes for such purposes,the Lakes shall be reserved for the private use and enjoyment of all Owners, their family members, guests, invitees and tenants, but only in accordance with this Declaration. 60 36790551.8 No swimming, fishing, boating or other water vehicle or craft shall be permitted on the Lakes. No planting, fencing or other Improvements or additions to the landscaped area or grassed area surrounding a Lake and outside the Lot or within a Lake Maintenance Easement is permitted. No installation of sand or other materials intended to simulate a beach shall be permitted along the Lake banks or within the Lake Maintenance Easements or rear yards of Lake Lots. The Lake Maintenance Easements are for the use of the Association, the County, the Water Management District, and any other governmental or quasi-governmental agency for access to the Lakes for maintenance of the Lakes and littoral plantings and other proper purposes. No alteration, relocation, removal or damage to littoral plantings, wetland plantings or upland plantings located in Lake Maintenance Easements is permitted by any Owner. If Esplanade By The Islands contains on-site wetland mitigation area(s) which requires ongoing monitoring and maintenance, the Association shall allocate sufficient funds in the Budget for monitoring and maintenance of the wetland mitigation area(s) each year until the Water Management District determines that the area(s) is successful in accordance with the Water Management District Permit. D. Preservation Areas. The "Preservation Areas" are designated on the Plat as "Tracts "P l" and "P2" are to be used, kept and maintained as such by Declarant, the Association, and the Owners within Esplanade By The Islands, their family members, guests, invitees and tenants, in accordance with the provisions of this Declaration. The Preservation Areas shall be ultimately owned by the CDD and shall be maintained, administered and operated by the CDD and the Association in accordance with the provisions of this Declaration and the requirements of the appropriate governmental agencies. Declarant hereby reserves and grants an easement in favor of the CDD and the Association throughout all portions of Esplanade By The Islands as may be necessary for the purpose of accessing, maintaining and administering the Preservation Areas and no Owner shall do any act which may interfere with the performance by the CDD and the Association of its obligations hereunder. THE PRESERVATION AREAS ARE HEREBY DEDICATED AS COMMON AREAS AND THEY SHALL BE THE PERPETUAL RESPONSIBILITY OF THE CDD AND THE ASSOCIATION AND MAY IN NO WAY BE ALTERED FROM THEIR NATURAL STATE. ACTIVITIES PROHIBITED WITHIN THE PRESERVATION AREAS INCLUDE, BUT ARE NOT LIMITED TO, CONSTRUCTION OR PLACING OF BUILDINGS ON OR ABOVE THE GROUND; DUMPING OR PLACING SOIL OR OTHER SUBSTANCES SUCH AS TRASH; REMOVAL OR DESTRUCTION OF TREES, SHRUBS OR OTHER VEGETATION — WITH THE EXCEPTION OF EXOTIC/NUISANCE VEGETATION REMOVAL; EXCAVATION, DREDGING OR REMOVAL OF SOIL MATERIAL; DIKING OR FENCING AND ANY OTHER ACTIVITIES DETRIMENTAL TO DRAINAGE, FLOOD CONTROL, WATER CONSERVATION, EROSION CONTROL, OR FISH AND WILDLIFE HABITAT CONSERVATION OR PRESERVATION. E. Open Space Areas. The "Open Space" areas are those portions of Esplanade By The Islands designated on the Plat as Tracts "01" through "018," and which are reserved for or dedicated to the Association and are to be used, kept and maintained as such by Declarant, the Association, and the Owners within Esplanade By The Islands, their family 61 36790551.8 members, guests, invitees and tenants, in accordance with the provisions of this Declaration. Such Open Space areas shall be ultimately owned by the Association, and shall be maintained, administered and operated by the Association in accordance with the provisions of this Declaration and the requirements of the appropriate governmental agencies. No Owner may install landscaping or any other improvements in such Open Space areas. F. Landscape Buffers Easements. The "Landscape Buffer Easements" are those portions of Esplanade By The Islands designated on the Plat as "L.B.E.", and which are reserved for or dedicated to the Association and are to be used, kept and maintained as such by Declarant, the Association, and the Owners within Esplanade By The Islands, their family members, guests, invitees and tenants, in accordance with the provisions of this Declaration. Such Landscape Buffers shall be ultimately owned by the Association, and shall be maintained, administered and operated by the Association in accordance with the provisions of this Declaration and the requirements of the appropriate governmental agencies. No Owner may install landscaping or any other improvements in such Landscape Buffers. G. Sidewalk Easements. The "Sidewalk Easements" are those portions of Esplanade By The Islands designated on the Plat as "S.W.E.", and which are reserved for or dedicated to the Association and are to be used, kept and maintained as such by Declarant, the Association, and the Owners within Esplanade By The Islands, their family members, guests, invitees and tenants, in accordance with the provisions of this Declaration. Such Landscape Buffers shall be ultimately owned by the Association, and shall be maintained, administered and operated by the Association in accordance with the provisions of this Declaration and the requirements of the appropriate governmental agencies. No Owner may install landscaping or any other improvements in such Landscape Buffers. H. Sidewalk Easements. The "Sidewalk Easements" are those portions of Esplanade By The Islands designated on the Plat as "S.W.E.", and which are reserved for or dedicated to the Association and are to be used, kept and maintained as such by Declarant, the Association, and the Owners within Esplanade By The Islands, their family members, guests, invitees and tenants, in accordance with the provisions of this Declaration. Such Sidewalk Easements shall be ultimately owned by the Association, and shall be maintained, administered and operated by the Association in accordance with the provisions of this Declaration and the requirements of the appropriate governmental agencies. No Owner may install landscaping or any other improvements in such Sidewalk Easements. I. Access Easements. The "Access Easements" are those portions of Esplanade By The Islands designated on the Plat as "A.E.", and which are reserved for or dedicated to the Association and are to be used, kept and maintained as such by Declarant, the Association, and the Owners within Esplanade By The Islands, their family members, guests, invitees and tenants, in accordance with the provisions of this Declaration. Such Access Easements shall be ultimately owned by the Association, and shall be maintained, administered and operated by the Association in accordance with the provisions of this Declaration and the requirements of the appropriate governmental agencies. No Owner may install landscaping or any other improvements in such Access Easements. J. Gatehouse, Entranceway(s) and Entry Gate(s). Esplanade By The Islands may include gatehouse(s), entranceway(s) and entry gate(s) installed by Declarant. Such 62 36790551.8 gatehouse(s), entranceway(s) and/or entry gate(s) shall be deemed Common Area and shall be administered, maintained, operated, repaired and/or replaced by the Association and the expense thereof shall be included as an Operating Expense. The gatehouse and/or entry gate(s), if any, may or may not be staffed, as determined in the sole discretion of the Association. All other portions of the entranceway(s) shall also be owned and maintained by the Association. Neither Declarant nor the Association makes any representations whatsoever as to the security of the Property or the effectiveness of any gatehouse and/or entry gate(s). All Owners agree to hold Declarant and the Association harmless from any loss or claim arising within the Property from the occurrence of a crime or other act. The Owners acknowledge that the gatehouse and entry gate(s) are designed only to restrict vehicular access to Esplanade By The Islands, and will not be able to prevent crime. Notwithstanding anything herein to the contrary, neither Declarant nor the Association makes any representations whatsoever to commence, complete, construct or staff any gatehouse(s) or entry gate(s)within any specific time period. Declarant, its successors, assigns, employees, contractors, sub-contractors and potential purchasers shall have access to the Esplanade By The Islands property at all times and the Association shall not impede any such access. Any gatehouse(s), entranceway(s) and entry gate(s) installed shall remain open during construction and sales hours to allow Declarant, its successors, assigns, employees, contractors, sub-contractors and potential purchasers access to the Esplanade By The Islands property. Declarant hereby reserves and grants an easement in favor of itself, its successors and/or assigns throughout all portions of Esplanade By The Islands as may be necessary for the purpose of accessing the Property during the development and sale period and no Owner or the Association shall do any act which may interfere with Declarant having access through the gatehouse(s), entranceway(s) and entry gate(s). Declarant hereby reserves and grants an easement in favor of the Association throughout all portions of Esplanade By The Islands as may be necessary for the purpose of accessing the Property, maintaining and administering the gatehouse(s), entranceway(s) and entry gate(s), and no Owner shall do any act which may interfere with the performance by the Association of its obligations hereunder or to interfere with access to through the gatehouse(s), entranceway(s) and entry gate(s). K. Right to Add Additional Improvements. Such portions of the Common Area upon which Declarant has constructed, or Declarant or the Association hereafter constructs, Improvements shall be kept and maintained for use in a manner consistent with the nature of such Improvements located, or to be located, thereon. Declarant and the Association reserve the right, but shall not be obligated, to construct additional facilities upon the Common Area. Declarant's decision as to whether to construct additional facilities and the construction thereof shall be in the sole discretion of Declarant, and the Association's decision as to whether to construct additional facilities and the construction thereof shall be in the sole discretion of the Association. 11.3. Street Lights. The"Street Lights"and any associated facilities placed within the Property and any street lights and associated facilities placed within public rights of way by agreement between Declarant or the Association and the public utility responsible therefor, are or shall be installed by the public utility responsible therefor, and if installed, will be repaired, replaced, relocated, maintained and owned by the public utility responsible therefor, but the Association shall be responsible to pay all fees associated with the leasing of such Street Lights and for the furnishing 63 36790551.8 of electricity thereto, at a set rate pursuant to a street lighting agreement entered into or to be entered into with such public utility. If Declarant installs Street Lights, the Association will own the Street Lights and the Association will be responsible for the costs of maintaining, repairing and replacing the Street Lights. Nothing in this Declaration shall be construed to require Declarant to install Street Lights within Esplanade By The Islands. 11.4. Costs. All costs associated with operating, maintaining, repairing and replacing the Common Area shall be the obligation of the Association. 11.5. Private Use. For the term of this Declaration, the Common Area (except as otherwise specifically provided in this Declaration) is not for the use and enjoyment of the public, but is expressly reserved for the private use and enjoyment of Declarant, the Association, and the Owners and residents of Esplanade By The Islands and their family members, guests, invitees and tenants, but only in accordance with this Declaration. The administration, management, operation and maintenance of the Common Area shall be the responsibility of the Association, as provided herein and in the Governing Documents. The right to use the Common Area shall be subject to the rules and regulations established by the Association as the same may be amended from time to time. 11.6. Community Systems. Declarant shall have the right, but not the obligation, to convey, transfer, sell or assign all or any portion of the Community Systems located within the Property, or all or any portion of the rights, duties or obligations with respect thereto to the Association or any other person or entity (including an Owner, as to any portion of a Community System located on/in such Owner's Lot). Without limiting the generality of this Section 11.8, if and when any of the aforesaid persons and/or entities receive such a conveyance, sale, transfer or assignment, such person and/or entity shall automatically be deemed vested with such rights of Declarant with regard thereto as are assigned by Declarant in connection therewith; provided, however, that if the Association is the applicable entity, then any Community Systems or portions thereof shall be deemed Common Area hereunder and the Association's rights, duties and obligations with respect thereto shall be the same as those applicable to other Common Area unless otherwise provided by Declarant. Any conveyance, transfer, sale or assignment made by Declarant pursuant to this Section 11.8: (i) may be made with or without consideration, (ii) shall not require the consent or approval of the Association or any Owner, and(iii) if made to the Association, shall be deemed to have been automatically accepted (with all rights, duties, obligations and liabilities with respect thereto being deemed to have been automatically assumed). In recognition of the intended increased effectiveness and potentially reduced installation and maintenance costs and user fees arising from the connection of all Lots and Common Area within Esplanade By The Islands to the applicable Community Systems, each Owner and occupant of a Home shall, by virtue of the acceptance of a deed or title to a Lot or other right of occupancy thereof, be deemed to have consented to and ratified any and all agreements to which the Association is a party which is 64 36790551.8 based upon (in terms of pricing structure or otherwise) a requirement that all Lots be so connected. The foregoing shall not, however, prohibit the Association or Community Systems provider from making exceptions to any such 100% use requirement in its reasonable discretion. WITH RESPECT TO COMMUNITY SYSTEMS, ALL PERSONS ARE REFERRED TO ARTICLE VIII, SECTION 8.7 HEREOF, WHICH SHALL AT ALL TIMES APPLY TO THIS SECTION. ARTICLE XII ADDITIONAL RIGHTS RESERVED TO DECLARANT 12.1. Marketing and Sales Activities. Notwithstanding anything in the Governing Documents to the contrary, Declarant, its Affiliates, and their assigns and Builders and their Affiliates may construct, maintain, and operate upon portions of the Common Area and property they own, such facilities, activities, and things as, Declarant, in its discretion, may deem to be required, convenient, or incidental to the construction or sale of Lots, including Declarant's rights to maintain a sales office. Such permitted facilities, activities, and things shall include, without limitation, business offices, signs, flags (whether hung from flag poles or attached to a structure), model homes, sales offices, construction offices, service offices, holding or sponsoring special events, and exterior lighting features or displays. In addition, if reasonably required, convenient, or incidental to construction or sales activities, Declarant, Declarant's Affiliates, and their assigns, and authorized Builders may park vehicles in areas other than garages or driveways, including, without limitation, on streets. By Owner's acceptance of a deed for a Lot, such Owner agrees and acknowledges that: (i) Declarant and/or any of Declarant's affiliates have a right to operate a sales office during the Development and Sale Period; (ii) Declarant, its successors, assigns, employees, contractors, sub-contractors and potential purchasers shall have access to the Property at all times and the Association and the Owners shall not impede any such access and any gate system installed shall remain open during construction and sales hours to allow Declarant, its successors, assigns, employees, contractors, sub-contractors and potential purchasers access to the Property; (iii) Declarant and its nominees shall have the right to enter into and transact on the Property any business necessary to consummate the sale, lease or encumbrance of Lots or real property within Esplanade By The Islands, including, but not limited to, the right to maintain models and a sales and/or leasing office, a construction office and/or a service office, place signs, employ sales, leasing, construction and service personnel, use the Property and show homes, and Declarant further reserves the right to make repairs to the Property and to carry on construction activity for the benefit of the Property, and Declarant, and its nominees, may exercise the foregoing rights without notifying the Association. Any such models, sales and/or leasing office, construction office, service office, signs and any other items pertaining to such sales, leasing, construction or service efforts shall not be considered a part of the Property and shall remain the property of Declarant; (iv) Declarant shall have the right to enter upon the Property (including, without limitation, all drainage easements) to final-out and/or close-out any and all approvals, permits, orders, conditions and/or requirements that have been issued or imposed by any governmental entity in connection with the development and construction of Esplanade By The Islands and all improvements therein for Declarant to comply and adhere to the same, and such rights shall survive the Turnover Date and continue for such period of time as is necessary for Declarant to fully comply with all such governmentally issued approvals, permits, orders, conditions and/or requirements. Without limiting the generality of the foregoing, in exercising any such rights, 65 36790551.8 Declarant shall have the right to remove and/or relocate any and all items (including, without limitation, landscape materials, fences and/or other improvements) that may be required to be removed and/or relocated to final-out and/or close-out any and all such approvals, permits, orders, conditions and/or requirements; and (v) Owners shall not interfere in any manner whatsoever in the sales process by Declarant and/or any of its affiliates, including the carrying of signs or other types of demonstrations in Esplanade By The Islands or any public right-of-way adjacent to the Property. Each Owner acknowledges that any such activities interfere with the quiet enjoyment of Esplanade By The Islands by the other Owners, are detrimental to the value of the homes within Esplanade By The Islands, and interfere with Declarant's ability to conduct its business. Declarant hereby reserves the right to construct and/or operate a "model row(s)" in Esplanade By The Islands that contains models for Esplanade By The Islands. The "model row(s)" may also contain parking, landscaping and fencing across Roads as Declarant may determine in its sole discretion. In the event that Declarant and/or any of Declarant's Affiliates or a Builder constructs a"model row(s)" in Esplanade By The Islands, such "model row(s)" may be used for such period of time that Declarant and/or any of Declarant's Affiliates or a Builder determine to be necessary in its or their sole discretion. Each Owner, by acceptance of a deed or title to a Lot in Esplanade By The Islands, acknowledges and agrees that: (i) Declarant and/or any of Declarant's Affiliates and/or Builders have a right to construct and/or operate a "model row(s)"; (ii) Declarant and/or any of Declarant's Affiliates and/or Builders have an easement over Esplanade By The Islands for ingress and egress to and from the "model row(s)" and to use and show the models to prospective purchasers in Esplanade By The Islands or other communities being developed by Declarant and/or any of Declarant's Affiliates, for so long as such "model row(s)" exists; and (iii) Owner shall not interfere in any manner whatsoever in the sales process by Declarant and/or any of Declarant's Affiliates and/or Builders, including, without limitation, the carrying of signs, the posting of signs on Lots or Homes, or other types of demonstrations in or around Esplanade By The Islands or any public right-of-way adjacent to the Property. Each Owner acknowledges and agrees that any such activities interfere with the quiet enjoyment of Esplanade By The Islands by the other Owners, are detrimental to the value of the Homes within Esplanade By The Islands, and interfere with Declarant's and/or its affiliates' and/or Builders' ability to conduct their business. This Section 12.1 may not be suspended, superseded or modified in any manner by any amendment to this Declaration unless such amendment is consented to in writing by Declarant. 12.2. Right to Develop. Declarant and its Affiliates, and their respective employees, agents, and designees, shall have a right of access and use and an easement over, upon, and under all of the Common Area for the purpose of making, constructing, and installing such improvements to the Common Area and the Property as Declarant deems appropriate in Declarant's discretion. Each Owner acknowledges that the Community is a planned community, the development of which is likely to extend over a number of years, and agrees and consents to all changes in (a) uses or density of Lots or Homes within the Community, or (b) the Development Plan. 66 36790551.8 Each Owner acknowledges and agrees that the present plans and themes for the Community's development may change and that such Owner has not relied on any representation, warranty, or assurance by any Person (a) that any Lots or other property or facilities will be added, modified, or eliminated within the Community; or (b) as to the financial or other impact of such action on any Owner. Each Owner acknowledges and agrees that it is not entitled to rely upon and has not received or relied upon any representations, warranties, or guarantees whatsoever as to: (a) the design, construction, completion, development, use, benefits, or value of property within the Community; (b) the number, types, sizes, prices, or designs of any residential or non-residential structures or improvements built or to be built in any part of the Community; or (c) as to the use or development (current or future) of any property adjacent to or within the vicinity of the Community. 12.3. Right to Approve Changes in the Community Standards. No amendment to or modification of any Use Restrictions, rules, or the Architectural Guidelines during the Development and Sale Period shall be effective without prior notice to and the written approval of Declarant. 12.4. Right to Transfer or Assign Declarant Rights. Any or all of Declarant's rights and obligations set forth in this Declaration or the Bylaws may, except to the extent restricted by Florida law, be transferred, in whole or in part, from time to time, to other Persons. No such transfer or assignment shall be effective unless it is in a recorded instrument signed by Declarant. Declarant may allow other Persons to exercise, on a one-time or limited basis, any Declarant right without transferring the entire right. In such case, a recorded instrument is not required. 12.5. Easement to Inspect and Right to Correct. Declarant reserves for itself and others it may designate, from time to time, the right to inspect, monitor, test, redesign, modify and correct any structure, improvement, or condition which may exist on any portion of the Community, including Lots, and a nonexclusive easement of access throughout the Community to the extent reasonably necessary to exercise such right. Except in an emergency, entry onto a Lot shall be only after reasonable notice to the Owner in accordance with Section 13.4 below and no entry into a Home or other structure on a Lot shall be permitted without the Owner's consent, which consent shall not unreasonably be withheld, conditioned, or delayed, unless in the case of emergency as provided in Section 13.4 below. The failure or refusal to permit reasonable access to the Lot for the purposes contemplated under this paragraph shall excuse Declarant or its designee from responsibility for repairs or damages relating to defective workmanship or materials. The Person exercising this easement shall promptly repair, and pay for, any resulting damage. The provisions of this paragraph do not impose any obligation on Declarant or any other Person to perform any such inspection, monitoring, testing, redesigning, modification, or correction. In addition, Declarant hereby has, shall have and hereby reserves the right to enter upon the Lots, Common Areas and other portions of the Esplanade By The Islands (including, without 67 36790551.8 limitation, all drainage, landscape buffer, sign and utility easements, whether located on a Lot or Common Areas) in order for Declarant to final-out and/or close-out any and all approvals, permits, orders, conditions and/or requirements that have been issued or imposed by any governmental entity in connection with the development and construction of Esplanade By The Islands and all Improvements therein, and for Declarant to comply and adhere to the same, and such rights shall survive the Turnover Date and continue for such period of time as is necessary for Declarant to fully comply with all such governmentally issued approvals, permits, orders, conditions and/or requirements. Without limiting the generality of the foregoing, in exercising any such rights, Declarant shall have the right to remove and/or relocate any and all items (including, without limitation, landscape materials, fences and/or other Improvements) that may be required to be removed and/or relocated to final-out and/or close-out any and all such approvals, permits, orders, conditions and/or requirements without compensation to the Association or the Owners. This Section 12.5 may not be suspended, superseded or modified in any manner by any amendment to this Declaration unless such amendment is consented to in writing by Declarant. 12.6. Right to Notice of Design or Construction Claims. No Person shall retain an expert for the purpose of inspecting the design or construction of any structures or improvements within the Community in connection with or in anticipation of any potential or pending claim, demand, or litigation involving such design or construction unless Declarant has been first notified in writing and given an opportunity to meet with the property Owner and conduct an inspection. 12.7. Termination of Rights. Rights granted under this Article shall terminate upon the earlier of (a) the period specified in the particular Section, if any; (b) 25 years from the date this Declaration are recorded; or (c) Declarant's recording of a statement that all sales and marketing activity has ceased. Thereafter, Declarant may continue to use the Common Areas for the purposes stated in this Article only pursuant to a rental or lease agreement between Declarant and the Association which provides for rental payments based on the fair market rental value of any such portion of the Common Areas. Notwithstanding the above, Declarant reserves for itself and its Affiliates a perpetual, nonexclusive easement of access to and use of the Common Areas in connection with the marketing and sale of other properties in order to show the Community as an example of Declarant's projects. This Article shall not be amended without Declarant's prior written consent. ARTICLE XIII EASEMENTS 13.1. Easements in Common Area. Declarant grants to the Association an easement of use and access to the Common Area for the Association to maintain and repair the Common Area. 68 36790551.8 13.2. Easements of Encroachment. Declarant grants easements of encroachment, and for maintenance and use of any permitted encroachment, between each Lot and any adjacent Common Area and between adjacent Lots. Such easement shall permit encroachment only by a structure or fixture (i) which has been built by a Builder or approved in accordance with Article IV of this Declaration, and (ii) which is unintentionally constructed on another's property. An encroachment easement shall not exist if the encroachment results from willful and knowing conduct on the part of, or with the knowledge and consent of,the Person claiming the benefit of such easement. 13.3. Easements for Utilities, Etc.. (a) Installation and Maintenance. Declarant reserves for itself, its successors and assigns, so long as Declarant or any Declarant Affiliate owns any property in the Community and/or Declarant is conducting its activities during the Development and Sale Period, and grants to the Association, subject to Declarant's rights under Sections 12.1, 12.2 and 12.5, perpetual, non-exclusive easements throughout the Community (but not through a structure) to: (i) install utilities and infrastructure to serve the Community, including, without limitation, water, sewer, telephone, electric, gas, irrigation, cable and other systems for sending and receiving data and/or other electronic signals, drainage structures, facilities and systems, and security and similar systems; (ii) install walkways, pathways and trails, curb cuts, driveways and paved areas, street lights, and signage on property which Declarant or the Association owns or within public rights- of-way or easements reserved for such purpose on a Plat; (iii) inspect, maintain, repair, and replace the utilities, infrastructure, and other improvements described above; (iv)access and read utility meters; and(v) for any other purpose in Declarant's sole discretion. (b) Specific Easements. Declarant also reserves for itself the non-exclusive right and power to record such specific easements as may be necessary, in Declarant's discretion, to develop the Community. The location of the easement shall be subject to the written approval of the burdened property Owner, which approval shall not unreasonably be withheld, delayed or conditioned. (c) Interference. All work associated with the exercise of the easements described in subsections (a) and (b) of this Section shall be performed in such a manner as to minimize, to the extent practicable, interference with the use and enjoyment of the property burdened by the easement. Upon completion of the work, the Person exercising the easement shall restore the property, to the extent reasonably practical, to the condition existing prior to the work. The exercise of these easements shall not extend to permitting entry into the structures on any Lot nor shall it unreasonably interfere with the use of any Lot and, except in an emergency, entry onto any Lot shall be made only after reasonable notice to the Owner or occupant pursuant to Section 13.4 below. 13.4. Easements for Maintenance, Emergency, and Enforcement. Declarant grants to the Association easements over the Community as necessary for the Association to fulfill its maintenance responsibilities under this Declaration and any Supplemental Declaration. The Association shall also have an easement and the right, but not the 69 36790551.8 obligation, to enter upon any Lot for emergency, security, and safety reasons, to perform maintenance and to inspect for the purpose of ensuring compliance with and enforcing the Governing Documents. Such easement and right may be exercised by the Association through its officers, directors, committee members, employees, contractors, or agents in their capacities as such and by all emergency personnel in the performance of their duties. Except in an emergency situation, entry shall only be during reasonable hours and after notice to the Owner. The exercise of the Association's rights of access to the Home shall be accomplished by providing the Owner with fourteen (14) days' notice of the Association's exercise of its right of entry, with due respect for the rights of occupants to privacy and freedom from unreasonable annoyance, as well as with appropriate precautions to protect the personal property within the Home. The Association must then provide the Owner with a second notice seven (7) days prior to such entry by the Association. In the event of an emergency, whenever possible and prudent to the circumstances, 24 hour notification shall be delivered to the Owner prior to the Association entering the Home. Declarant grants to the Association, subject to any required notice, an easement and right to enter a Lot to abate a Governing Document violation and/or to remove any structure, thing, or condition that violates the Governing Documents. Any costs incurred, including Legal Costs, shall be assessed against the Owner as a Benefited Assessment. 13.5. Easements for Cross-Drainage. All portions of the Community shall be burdened with easements for drainage of storm water runoff from other portions of the Community; however, no Person other than Declarant, the Association and/or SFWMD shall alter the drainage on any Lot to increase materially the drainage of storm water onto adjacent portions of the Community without the consent of the Owner(s) of the affected property, the Board, the SFWMD, the County, if applicable, and Declarant during the Development and Sale Period. 13.6. Rights to Storm Water Runoff, Effluent, and Water Reclamation. Declarant reserves for the CDD and its designees all rights to ground water, surface water, storm water runoff, and effluent located or produced within the Community, and each Owner agrees, by acceptance of a deed to a Lot, that the CDD shall retain all such rights. Such rights shall include the reservation of an easement over the Community for access, and for installation and maintenance of facilities and equipment to capture and transport such water, runoff, and effluent. This Section may not be amended without Declarant's and the CDD's consent, and the rights created in this Section shall survive termination of this Declaration. 13.7. Easement for Maintenance of Surface Water and Storm Water Management System. The CDD, the Association, the SFWMD and the County shall have a perpetual, non- exclusive easement over all portions of the Surface Water and Storm Water Management System for access to operate, maintain, repair, or replace the system. By this easement, the CDD, the Association, the SFWMD and the County shall have the right to enter upon any portion of any Lot and the Common Area which is a part of or adjacent to the Surface Water and Storm Water 70 36790551.8 Management System, at a reasonable time and in a reasonable manner, to operate, maintain, repair, or replace the system as the CDD, the Association, the SFWMD, the County or any governmental agency or quasi-governmental body requires or permits. Additionally, the CDD, the Association, the SFWMD and the County shall have a perpetual, non-exclusive easement for drainage over the entire Surface Water and Storm Water Management System. No Person other than the CDD, the Association, the SFWMD and the County shall alter the drainage flow of or over the Surface Water and Storm Water Management System, including, without limitation, buffer areas or swales, without the CDD, the Association's, the SFWMD's and the County's prior written approval, and, during the Development and Sale Period, Declarant's written consent. 13.8. Sign Easement. Declarant reserves for itself and the Association an easement (herein referred to as the "Sign Easement") over, upon, and across all areas for erection, installation, operation, maintenance, repair, and replacement of Community signs, walls, monuments, fencing, decorative improvements, and other entry features, together with landscaping, lighting, utility, and irrigation facilities. No Owner shall obstruct access to the Sign Easement, or install or remove any plant or other improvement or installation placed in the Sign Easement by the beneficiaries thereof, or obstruct the view of the Sign Easement from the adjacent street right-of- way. All Community signs, walls, monuments, entry features, landscaping, utility, irrigation and other permanent improvements installed in the Sign Easement by Declarant, shall become the Common Area of the Association upon conveyance from Declarant, and the Association shall maintain such Sign Easement and the improvements therein as part of the Common Area. In addition, Declarant shall have the right, without the prior approval of the Association or any Owner, to erect marketing signs within the Sign Easement, and to change, move, remove, repaint, maintain, and otherwise exercise complete and unfettered control over such marketing signs at all times prior to the sale of the last Lot owned by Declarant in the Community, and all such marketing signs shall be and remain the exclusive property of Declarant and shall not be deemed part of the Common Area owned by the Association. 13.9. Easement for Irrigation Equipment. If there is a master irrigation system for the Community, Declarant and the Association shall have a perpetual, non-exclusive easement over, under and through all exterior portions of each Lot, except any area upon which buildings have been erected by Declarant or otherwise in accordance with Article IV, for the purpose of installing, maintaining, repairing, replacing and operating all irrigation equipment, systems and lines serving all or any portion of the Lots and/or Common Area. The foregoing easement shall not impose any obligation on the Association and/or Declarant to install any such improvements. 13.10. Easement to Enter Upon Lots. An easement or easements for ingress and egress in favor of the Association, including the Board or the designee of the Board, to enter upon the Lots for the purposes of fulfilling its duties and responsibilities of ownership, maintenance and/or repair in accordance with the 71 36790551.8 Governing Documents, including, by way of example, the making of such repairs, maintenance or reconstruction as are necessary for the Common Area as required herein. 13.11. Drainage Easement. An easement over, under and upon all of the Property for the Storm Water and Surface Water and Storm Water Management System and access to install, operate, maintain, alter, inspect, remove, relocate, repair and/or replace the Storm Water and Surface Water and Storm Water Management System. By this easement, the Association shall have the right to enter upon any portion of a Lot which is part of the Storm Water and Surface Water and Storm Water Management System, at a reasonable time and in a reasonable manner, to operate, maintain and repair the Storm Water and Surface Water and Storm Water Management System as required by the Water Management District or the County. No Owner shall install any plantings, landscaping, fences and/or other Improvements whatsoever in, on, over or across any drainage easement unless approved in writing by the Committee. 13.13. Lake Maintenance Easement. Easements granted in favor of the Association, the CDD, the County and/or the Water Management District for the purpose of accessing the Lakes to perform lake maintenance and to perform storm water management and drainage facilities maintenance. The Lake maintenance easements are the perpetual maintenance obligation of the Association. 13.14. Buffer Easements. An easement or easements in favor of the Association for landscape, buffer, drainage and utility purposes. 13.15. Easement for Encroachment and Sidewalks. All of the Property shall be subject to an easement or easements for encroachment in favor of each Owner in the event any portion of such Owner's Home or appurtenant Improvements installed by Declarant or a Builder such as stucco, a fence or underground footer now or hereafter encroaches upon any of the Lots as a result of minor inaccuracies in survey or construction, by design, or due to settlement or movement. Such encroaching Improvements installed by Declarant or a Builder shall remain undisturbed for so long as the encroachment exists. Any easement for encroachment shall include an easement for the maintenance and use of the encroaching Improvements in favor of the Owner thereof or such Owner's designees. Declarant grants easements of encroachment, and for maintenance and use of any permitted encroachment, between each Lot and any adjacent Common Area and between adjacent Lots. Such easement shall permit encroachments between Lots only by a structure or fixture (i) which has been built by Declarant or a Builder or approved in accordance with Article IV of this Declaration, or (ii) which is unintentionally constructed on another's property. An encroachment easement between Lots shall not exist if the encroachment results from willful and 72 36790551.8 knowing conduct on the part of, or with the knowledge and consent of, the person claiming the benefit of such easement. 13.16. Utility and Services Easements. All of the Property shall be subject to an easement or easements to provide for: (i) installation, service, repair and maintenance of the equipment required to provide utility services to the Common Area and the Lots, including, but not limited to, electric, telephone, gas, water, sewer, irrigation and drainage, and (ii) governmental services, including, but not limited to, police, fire, mail, health, sanitation and other public service personnel, including reasonable rights of access for persons and equipment necessary for such purposes for the benefit of the appropriate utility companies, agencies, franchises or governmental agencies. 13.17. Villa Unit Utility Easements. Each Owner of a Villa Unit grants to all other Owners owning a Villa Unit in the same building a perpetual utility easement for water, sewer, power, telephone and other utility and service company lines and systems installed beneath or within the Villa Unit. Any expense caused by the necessary access of authorized personnel of the utility or service company to service lines affecting all Villa Units within a building, and which are located beneath or within the building shall be shared equally by each of the Owners in the building affected; provided, however, that where the necessary access by authorized personnel of the utility or service company is required because of the intentional or negligent misuse of the utility or service company line or system by an Owner, their lessee, licensee, invitee, or agent, any expense arising therefrom shall be borne solely by such Owner. Any expense caused by the necessary access of authorized personnel of the utility or service company to service lines located within the Common Area shall be paid by the Association as an Operating Expense, or where appropriate, in the sole discretion of the Board,through a Benefited Assessment. 13.18. Easement to CDD. Declarant reserves for the CDD an easement over, upon, and across the Property to perform all obligations required of the CDD and for the locations of any improvements required to be made by the CDD. 13.19. Assignments; Additional Easements. The easements reserved hereunder may be assigned by Declarant or the Association in whole or in part to any city, county or state government or agency thereof, or any duly licensed or franchised public utility, or any other designee of Declarant. Declarant shall have and hereby reserves the right to grant and/or reserve additional easements over, under and upon the Property or portions thereof(including the portion of Lots where no physical structure of the Home is located) which may be necessary or desirable by Declarant. The Owners hereby authorize Declarant and/or the Association to execute, on their behalf and without any further authorization, such grants of easement or other instruments as may from time to time be 73 36790551.8 necessary to grant easements over and upon the Property or portions thereof in accordance with the provisions of this Declaration. Notwithstanding anything in this Declaration to the contrary, the easement rights granted to or reserved by Declarant hereunder are not to be construed as creating an affirmative obligation to act on the part of Declarant. ARTICLE XIV DISPUTE RESOLUTION 14.1. In General. This Article XIV contains procedures concerning disputes between an Owner and the Association, as well as between (i) an Owner and/or Declarant and (ii) the Association and Declarant, related to the Community or each other. Regarding disputes between an Owner and Declarant, the procedures in this Article XIV do not replace Declarant's customer or warranty service procedures, and Owners are encouraged to resolve disputes through those procedures prior to initiating any procedures hereunder. 14.2. Disputes Between Association and Owners. All disputes, controversies, claims and demands between the Association and any Owner pertaining to the subject areas described in Section 14.4 shall be governed by the procedures set forth in Section 14.4. 14.3. Disputes Between Association/Owner and Declarant. Any and all claims, disputes and/or other controversy between the Association or any Owner and Declarant (or any affiliated general contractor or affiliated contractor, or any officer, director, member, shareholder, partner, employee or agent thereof, individually and collectively referred to as "Declarant" for purposes of this Article) or any non-affiliated general contractor, non-affiliated contractor, subcontractor, material supplier, individual product manufacturer, design professional or any other person or entity that provided materials, labor or other services to the Property or a Home on behalf of Declarant, relating to this Declaration, the use, condition, design, specifications, surveying, grading, construction, installation, budgeting and/or performance of any Improvements in the Common Area or the Home, whether based in contract, tort or statute violation, shall be subject to the provisions set forth in Section 14.4 of this Article XIV of this Declaration, and/or, with respect to any such disputes between an Owner and Declarant, the provisions of the purchase agreement between such Owner and Declarant and/or the provisions of any warranty provided by Declarant to such Owner. 14.4. Dispute Resolution. ANY AND ALL CLAIMS, CONTROVERSIES, BREACHES OR DISPUTES BY OR BETWEEN ANY OWNER AND THE ASSOCIATION AND/OR DECLARANT (COLLECTIVELY REFERRED TO AS THE"BOUND PARTIES" AND INDIVIDUALLY AS A "BOUND PARTY"), ARISING OUT OF OR RELATED TO THE PROPERTY, THE SUBDIVISION OR COMMUNITY OF WHICH THE PROPERTY IS A PART, THE SALE OF 74 36790551.8 THE PROPERTY BY DECLARANT, OR ANY TRANSACTION RELATED THERETO, WHETHER SUCH DISPUTE IS BASED ON CONTRACT, TORT, STATUTE, OR EQUITY, INCLUDING WITHOUT LIMITATION, ANY DISPUTE OVER (a) BREACH OF CONTRACT, (b) NEGLIGENT OR INTENTIONAL MISREPRESENTATION OR FRAUD, (c) NONDISCLOSURE, (d) BREACH OF ANY ALLEGED DUTY OF GOOD FAITH AND FAIR DEALING, (e) ALLEGATIONS OF LATENT OR PATENT DESIGN OR CONSTRUCTION DEFECTS, INCLUDING WITHOUT LIMITATION, PURSUANT TO THE PROVISIONS OF CHAPTER 558, FLORIDA STATUTES, (f) THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE PLANNING, SURVEYING, DESIGN, ENGINEERING, GRADING, SPECIFICATIONS, CONSTRUCTION OR OTHER DEVELOPMENT OF THE PROPERTY, THE PARCEL/TRACT OR THE COMMUNITY OF WHICH THE PROPERTY IS A PART, (g) DECEPTIVE TRADE PRACTICES OR (h) ANY OTHER MATTER ARISING OUT OF OR RELATED TO THE INTERPRETATION OF ANY TERM OR PROVISION OF THIS DECLARATION, OR ANY DEFENSE GOING TO THE FORMATION OR VALIDITY OF THIS DECLARATION, OR ANY PROVISION OF THIS DECLARATION OR ANY EXHIBITS HERETO (EACH A "DISPUTE"), SHALL BE ABRITRATED PURSUANT TO THE FEDERAL ARBITRATION ACT AND SUBJECT TO THE PROCEDURES SET FORTH AS FOLLOWS: (a) THIS AGREEMENT TO ARBITRATION SHALL BE DEEMED TO BE A SELF-EXECUTING ARBITRATION AGREEMENT. ANY DISPUTE CONCERNING THE INTERPRETATION OR THE ENFORCEABILITY OF THIS ARBITRATION AGREEMENT, INCLUDING WITHOUT LIMITATION, ITS REVOCABILITY OR VOIDABILITY FOR ANY CAUSE, ANY CHALLENGES TO THE ENFORCEMENT OF THIS ARBITRATION AGREEMENT, OR THE SCOPE OF ABRITRABLE ISSUES UNDER THIS ARBITRATION AGREEMENT, AND ANY DEFENSE RELATING TO THE ENFORCEMENT OF THIS ARBITRATION AGREEMENT, INCLUDING WITHOUT LIMITATION, WAIVER, ESTOPPEL, OR LACHES, SHALL BE DECIDED BY AN ABRITRATOR IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT AND NOT BY A COURT OF LAW. (b) IN THE EVENT THAT A DISPUTE ARISES BETWEEN THE BOUND PARTIES, SUCH DISPUTE SHALL BE RESOLVED BY AND PURSUANT TO THE ARBITRATION RULES AND PROCEDURES OF JUDICIAL ARBITRATION AND MEDIATION SERVICES ("JAMS") IN EFFECT AT THE TIME THE REQUEST FOR ARBITRATION IS SUBMITTED. IN THE EVENT JAMS IS FOR ANY REASON UNWILLING OR UNABLE TO SERVE AS THE ARBITRATION SERVICE, THE BOUND PARTIES SHALL SELECT ANOTHER REPUTABLE ARBITRATION SERVICE. IF THE BOUND PARTIES ARE UNABLE TO AGREE ON AN ALTERNATIVE SERVICE, THEN EITHER BOUND PARTY MAY PETITION ANY COURT OF COMPETENT JURISDICTION IN THE COUNTY IN WHICH THE PROPERTY IS LOCATED TO APPOINT SUCH AN ALTERNATIVE SERVICE, WHICH SHALL BE BINDING ON THE BOUND PARTIES. THE RULES AND PROCEDURES OF SUCH ALTERNATIVE SERVICE IN EFFECT AT THE TIME THE REQUEST FOR ARBITRATION IS SUBMITTED SHALL BE FOLLOWED. (c) The Bound Parties expressly agree and acknowledge that this Declaration involves and concerns interstate commerce and is governed by the provisions of the Federal 75 36790551.8 Arbitration Act (9 U.S.C. §1 et seq.) now in effect and as the same may from time to time be amended, to the exclusion of any different or inconsistent state or local law, ordinance, regulation, or judicial rule. Accordingly, any and all Disputes shall be arbitrated — which arbitration shall be mandatory and binding—pursuant to the Federal Arbitration Act. (d) This arbitration agreement shall inure to the benefit of, and be enforceable by, each Owner, Declarant and Declarant's Affiliates and related entities, the Association, and each of their respective employees, officers, directors, agents, representatives, contractors, subcontractors, agents, vendors, suppliers, design professionals, insurers and any other person whom any Owner or the Association contends is responsible for any alleged defect in or to the Property or any improvement or appurtenance thereto. The Bound Parties contemplate the inclusion of such Bound Parties in any arbitration of a Dispute and agree that the inclusion of such Bound Parties will not affect the enforceability of this arbitration agreement. (e) In the event any Dispute arises under the terms of this Declaration or in the event of the bringing of any arbitration action by a Bound Party hereto against another Bound Party hereunder by reason of any breach of any of the covenants, agreements or provisions on the Bound Party of the other Bound Party arising out of this Declaration, then in that event the prevailing party shall be awarded from the other party all costs and expenses in any way related to the Dispute, including actual attorney and paralegal's fees, accounting and engineering fees, and any other professional fees resulting there from as awarded by court or arbitrator. (0 The arbitrator shall be authorized to provide all recognized remedies available in law or in equity for any cause of action that is the basis of the arbitration. (g) The decision of the arbitrator shall be final and binding. The Bound Parties expressly agree that an application to confirm, vacate, modify, or correct an award rendered by the arbitrator shall be filed in any court of competent jurisdiction in the County in which the Property is located. (h) To the extent that any state or local law, ordinance, regulation, or judicial rule is inconsistent with any provision of the rules of the arbitration service under which the arbitration proceeding shall be conducted, the latter rules shall govern the conduct of the proceeding. (i) The participation by any party, or any party whom the Association or any Owner contends is responsible for a Dispute, in any judicial proceeding concerning this arbitration agreement or any matter arbitrable hereunder shall not be asserted or accepted as a reason to delay,to refuse to participate in arbitration, or to refuse to compel arbitration, including instances in which the judicial proceeding involves parties not subject to this arbitration agreement and/or who cannot otherwise be compelled to arbitrate. (j) Fees and costs of the arbitration and/or the arbitrator shall be borne equally by the Bound Parties to the arbitration; provided, however, that the fees and costs of the arbitration and/or the arbitrator ultimately shall be allocated and borne as determined by the arbitrator. Notwithstanding the foregoing, the Bound Parties shall each be solely responsible for their own attorney fees and expert witness costs. 76 36790551.8 (k) The arbitrator appointed to serve shall be a neutral and impartial individual. (1) The venue of the arbitration shall be in Collier County, Florida, unless the parties agree in writing to another location. (m) If any provision of this arbitration agreement shall be determined to be unenforceable or to have been waived, the remaining provisions shall be deemed to be severable therefrom and enforceable according to their terms. (n) The parties to the arbitration shall have the right to conduct a reasonable amount of discovery, including written discovery, depositions and inspections and testing, all as approved and coordinated by the arbitrator. (o) Any and all Disputes between Declarant and the Association arising from or related to the Community, this Declaration or any other agreements between Declarant and the Association shall be resolved in accordance with this Declaration. (p) Pre-Arbitration Dispute Resolution Provision: For all Disputes, the Bound Parties agree to follow the pre-arbitration procedures set forth below. The Dispute resolution provisions of this Declaration are intended to grant certain rights to Declarant and/or the Association which are in addition to those rights provided in Chapter 558, Florida Statutes ("Chapter 558 Notice of Claim"), as it exists at the time this Declaration are recorded. If a court of law should determine that any of the terms of this Declaration conflict with any of the terms of Chapter 558 Notice of Claim, the terms of Chapter 558 Notice of Claim shall supersede and control to the extent of such conflict. i. Notification. The Association and all Owners agree to provide Declarant, with written notice of any matters relating to a Dispute as soon as is reasonably possible after the Association or any Owner becomes aware, or should have become aware, of such matters and Dispute. Additionally, in accordance with the requirements of Chapter 558 Notice of Claim, the Association and all Owners must comply with and is hereby advised of the following: ANY CLAIMS FOR CONSTRUCTION DEFECTS ARE SUBJECT TO THE NOTICE AND CURE PROVISIONS OF CHAPTER 558, FLORIDA STATUTES. ii. Cooperation; Access; Repair. The Association and each Owner agree to provide Declarant and its representatives, contractors, and others as Declarant may request, with prompt, reasonable cooperation, which may, for example, include access to all portions of the Property, in order to facilitate Declarant's investigation regarding a Dispute including, without limitation, for purposes of inspecting, testing, repairing, replacing, correcting, or otherwise addressing matters related to the Dispute. If the Dispute arises out of or relates to the planning, surveying, design, engineering, grading, specifications, construction, or other development of the Property, Declarant is hereby granted the irrevocable right, but is under no obligation, to inspect, repair and/or replace any and all affected parts of the Property. 77 36790551.8 NOTICE: THE BOUND PARTIES AGREE TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THIS ARBITRATION AGREEMENT (ARTICLE XIV OF THIS DECLARATION) ENTITLED, "DISPUTE RESOLUTION - ARBITRATION" DECIDED BY NEUTRAL ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT, AND THE BOUND PARTIES ARE GIVING UP ANY RIGHTS THE BOUND PARTIES MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. THE BOUND PARTIES ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THIS ARBITRATION AGREEMENT. IF ANY OWNER OR DECLARANT AND/OR THE ASSOCIATION REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THE OWNER OR DECLARANT AND/OR THE ASSOCIATION MAY BE COMPELLED TO ABRITRATE UNDER THE FEDERAL ARBITRATION ACT. THE BOUND PARTIES' AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. THIS DECLARATION PROVIDE THAT ALL DISPUTES BETWEEN THE BOUND PARTIES WILL BE RESOLVED BY ARBITRATION IN ACCORDANCE WITH THE PROVISIONS SET FORTH ABOVE. THIS MEANS THAT THE BOUND PARTIES EACH GIVE UP THE RIGHT TO GO TO COURT OR TO A JURY TO ASSERT OR DEFEND RIGHTS UNDER THIS DECLARATION. THE BOUND PARTIES RIGHTS WILL BE DETERMINED BY A NEUTRAL ABRITRATOR AND NOT BY A JUDGE OR JURY. THE BOUND PARTIES ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN THE RULES FOLLOWED IN A COURT. ABRITRATOR DECISIONS ARE AS ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT. THE BOUND PARTIES UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT ALL DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THIS ARTICLE ENTITLED "DISPUTE RESOLUTION - ARBITRATION" TO NEUTRAL, BINDING ARBITRATION. ARTICLE XV MORTGAGEE PROVISIONS The following provisions are for the benefit of holders, insurers, and guarantors of first Mortgages on Lots. The provisions of this Article apply to both this Declaration and to the Bylaws,notwithstanding any other provisions contained therein. 15.1. Notices of Action. An institutional holder, insurer, or guarantor of a first Mortgage which provides a written request to the Association (such request to state the name and address of such holder, insurer, or guarantor and the street address of the Lot to which its Mortgage relates, thereby becoming an "Eligible Holder"), will be entitled to timely written notice of: 78 36790551.8 (a) Any condemnation loss or any casualty loss which affects a material portion of the Community or which affects any Lot on which there is a first Mortgage held, insured, or guaranteed by such Eligible Holder; (b) Any delinquency in the payment of assessments or charges owed by a Lot subject to the Mortgage of such Eligible Holder, where such delinquency has continued for a period of sixty (60) days, or any other violation of the Governing Documents relating to such Owner or occupant which is not cured within sixty (60) days; (c) Any lapse, cancellation, or material modification of any Association insurance policy; (d) Any proposed action which would require the consent of a specified percentage of Eligible Holders; or (e) If the U.S. Department of Housing and Urban Development is insuring or the U.S. Department of Veterans Affairs is guaranteeing the Mortgage on any Lot, material amendment to the Governing Documents or extraordinary action of the Association, as defined under VA Pamphlet 26-7, as it may be amended or superseded. Otherwise, no consent from Eligible Holders shall be necessary to enable the Association to accomplish any of its operational duties and responsibilities or to exercise any of its rights. 15.2. Special FHLMC Provision. If any portion of the Community is a condominium, then to the extent required by the Federal Home Loan Mortgage Corporation, the following provisions apply in addition to and not in lieu of the foregoing. Unless at least 67% of the first Mortgagees or Class Members representing at least 67% of the total Association vote consent,the Association shall not: (a) By act or omission seek to abandon, partition, subdivide, encumber, sell, or transfer all or any portion of the real property comprising the Common Area which the Association owns, directly or indirectly (the granting of easements for utilities or other similar purposes consistent with the intended use of the Common Area shall not be deemed a transfer within the meaning of this subsection); (b) Change the method of determining the obligations, assessments, dues, or other charges which may be levied against an Owner; (c) By act or omission change, waive, or abandon any scheme of regulations or enforcement pertaining to architectural design, exterior appearance or maintenance of the Common Area (the issuance and amendment of architectural standards, procedures, rules and regulations, or use restrictions shall not constitute a change, waiver, or abandonment within the meaning of this provision); (d) Fail to maintain insurance, as required by this Declaration; or 79 36790551.8 (e) Use hazard insurance proceeds for any Common Area losses for other than the repair, replacement, or reconstruction of such property. First Mortgagees may,jointly or singly, pay taxes or other charges which are in default and which may or have become a charge against the Common Area and may pay overdue premiums on casualty insurance policies or secure new casualty insurance coverage upon the lapse of an Association policy, and first Mortgagees making such payments shall be entitled to immediate reimbursement from the Association. 15.3. Other Provisions for First Lien Holders. To the extent not inconsistent with Florida law: (a) Any restoration or repair of the Community after a partial condemnation or damage due to an insurable hazard shall be performed substantially in accordance with this Declaration and the original plans and specifications unless the approval is obtained of the Eligible Holders of first Mortgages on Lots or to which more than 50% of the votes of Lots or subject to Mortgages held by such Eligible Holders are allocated. (b) Any election to terminate the Association after substantial destruction or a substantial taking in condemnation shall require the approval of the Eligible Holders of first Mortgages on Lots to which more than 50% of the votes of Lots subject to Mortgages held by such Eligible Holders are allocated. 15.4. Amendments to Documents. (a) The consent of at least 67% of the total voting interests, and the consent of Declarant, during the Development and Sale Period, and the approval of the Eligible Holders of first Mortgages on Lots to which at least 67% of the votes of Lots subject to a Mortgage appertain, shall be required to terminate the Association. (b) If and to the extent FHA or VA is insuring or guaranteeing any Mortgage on a Lot, the consent of at least 67% of the voting interests, and the consent of Declarant, during the Development and Sale Period, and the approval of Eligible Holders of first Mortgages on Lots to which more than 50% of the votes of Lots subject to a Mortgage appertain, shall be required materially to amend any provisions of this Declaration, Bylaws, or Articles of Incorporation, or to add any material provisions thereto which establish, provide for, govern, or regulate any of the following: (i) voting; (ii) assessments, assessment liens, or subordination of such liens; (iii) reserves for maintenance, repair, and replacement of the Common Area; 80 36790551.8 (iv) insurance or fidelity bonds; (v) rights to use the Common Area; (vi) responsibility for maintenance and repair of the Community; (vii) expansion or contraction of Community or the addition, annexation, or withdrawal of property to or from the jurisdiction of the Association; (viii) boundaries of a Lot; (ix) leasing of Lots; (x) imposition of any right of first refusal or similar restriction of the right of any Owner to sell, transfer, or otherwise convey his or her Lot; (xi) establishment of self-management by the Association where professional management has been required by an Eligible Holder; or (xii) any provisions included in the Governing Documents which are for the express benefit of holders, guarantors, or insurers of first Mortgages on Lots. 15.5. Construction of Article XV. Nothing contained in this Article shall be construed to reduce the percentage vote that must otherwise be obtained under this Declaration, the Bylaws, or Florida law for any of the acts set out in this Article. 15.6. No Priority. No provision of this Declaration or the Bylaws gives or shall be construed as giving any Owner or other party priority over any rights of the first Mortgagee of any Lot in the case of distribution to such Owner of insurance proceeds or condemnation awards for losses to or a taking of the Common Area. 15.7. Notice to Association. Upon request, each Owner shall be obligated to furnish to the Association the name and address of the holder of any Mortgage encumbering the Owner's Lot. 81 36790551.8 15.8. Failure of Mortgagee to Respond. Any Mortgagee who receives a written request from the Board to respond to or consent to any action shall be conclusively deemed to have irrevocably approved such action if the Association does not receive a written response from the Mortgagee within sixty(60) days of the date of the Association's request, provided such request is delivered to the Mortgagee by certified mail, return receipt requested; overnight delivery by a nationally recognized courier that provides tracking and receipt services; or personal delivery. 15.9. HUDNA Approval. As long as there is a Class D membership, the following actions shall require the prior approval of the U.S. Department of Housing and Urban Development ("HUD") or the U.S. Department of Veterans Affairs ("VA"), if either such agency is insuring or guaranteeing the Mortgage on any Lot or has granted project approval for such Mortgages: merger, consolidation, or dissolution of the Association; annexation of additional property; dedication, conveyance (other than to correct errors on property descriptions or other inconsequential or immaterial conveyances), or mortgaging of Common Area; or material amendment of this Declaration or the Bylaws. The granting of easements for utilities or other similar purposes consistent with the intended use of the Common Area shall not be deemed a conveyance within the meaning of this Section. 15.10. Rights of Declarant and Institutional Mortgagees To Pay Assessments and Receive Reimbursement. Declarant and any institutional lender(s) shall have the right, but not the obligation, jointly or individually, and at their sole option, to pay any of the Assessments which are in default and which may or have become a charge against any Lot(s) or Further, Declarant and any institutional lender shall have the right, but not the obligation,jointly or individually, and, at their sole option, to pay insurance premiums or fidelity bond premiums or other required items of Operating Expenses on behalf of the Association in the event the same are overdue and when lapses in policies or services may occur. Declarant and any institutional lender paying overdue Operating Expenses on behalf of the Association will be entitled to immediate reimbursement from the Association plus Interest and any costs of collection including, but not limited to, Legal Costs, and the Association shall execute an instrument in recordable form to this effect and deliver the original of such instrument to each institutional lender who is so entitled to reimbursement and to Declarant if Declarant is entitled to reimbursement. ARTICLE XVI DISCLOSURES AND WAIVERS 16.1. No Liability For Third Party Acts. Owners and occupants of Lots, and their respective guests and invitees, are responsible for their own personal safety and for their property in the Community. The Association may, but is not obligated to, maintain or support certain activities within the Community which are intended to promote or enhance safety or security within the Community. However, the 82 36790551.8 Association and Declarant shall not in any way be considered insurers or guarantors of safety or security within the Community, nor shall they be held liable for any loss or damage by reason of failure to provide adequate security or ineffectiveness of security measures undertaken. No representation or warranty is made that any gate or other mechanism or system for limiting access to Esplanade By The Islands, cannot be compromised or circumvented, nor that any such gate or other mechanism or system for limiting access to Esplanade By The Islands will prevent loss or provide the detection or protection for which the gate or other mechanism or system for limiting access to Esplanade By The Islands is designed or intended. Each Owner acknowledges, understands, and shall be responsible for informing its tenants and all occupants and invitees of its Lot that the Association, the Board and its committees, Declarant and any predecessor Declarant are not insurers or guarantors of security or safety and that each Person within Esplanade By The Islands assumes all risks of personal injury and loss or damage to property, including Lots and the contents of Lots resulting from acts of third parties. 16.2. View Impairment. Neither Declarant nor the Association guarantee or represent that any view over and across the Lots or any open space within the Community will be preserved without impairment. Neither Declarant nor the Association shall be obligated to relocate, prune, or thin trees or other landscaping. The Association (with respect to the Common Area) and Declarant have the right to relocate, prune, thin, or add trees and other landscaping from time to time subject to applicable law. Any express or implied easements for view purposes or for the passage of light and air are hereby expressly disclaimed. 16.3. Construction Activities. All Owners, occupants, and users of Lots are hereby placed on notice that Declarant, any Declarant Affiliate, and/or their agents, contractors, subcontractors, licensees, and other designees, successors, or assigns, shall, from time to time, conduct construction activities within the Community. By the acceptance of a deed or other conveyance or mortgage, leasehold, license, or other interest, and/or by using any portion of a Lot or the Community generally, Owners, occupants and users of Lots acknowledge, stipulate, and agree (a) such activities shall not be deemed nuisances, or noxious or offensive activities, under any applicable covenants or at law generally; (b) not to enter upon, or allow their children or other Persons under their control or direction to enter upon (regardless of whether such entry is a trespass or otherwise), any property within or in proximity to the Lot where such activities are being conducted (even if not being actively conducted at the time of entry, such as at night or otherwise during non-working hours); (c) that Declarant, any Declarant Affiliate, or predecessor Declarant, and all of their agents, contractors, subcontractors, licensees, and other designees, successors, and assigns, shall not be liable for any losses, damages (compensatory, consequential, punitive, or otherwise), injuries, or deaths arising from or relating to any breach of this covenant; (d)that any purchase or use of any Lot has been and will be made with full knowledge of the foregoing; and (e) this acknowledgment and agreement is a material inducement to Declarant or its Affiliates to sell, convey, lease, and/or allow the use of Lots within the Community. 16.4. Liability for Association Operations. 83 36790551.8 The Association shall, to the fullest extent permitted by law, indemnify, defend, and hold harmless Declarant and any predecessor Declarant (including their respective Affiliates, successors, and assigns) from and against any and all losses, claims, demands, damages, costs, and expenses of whatever kind or nature (including, without limitation, Legal Costs), which relate to or arise out of Association management and operations, including, without limitation, improvement, maintenance, and operation of the Common Areas and the collection of assessments. 16.5. Marco Island Executive Airport. The Board of County Commissioners of Collier County, Florida, adopted Ordinance No. 18-27 Collier County, Florida, effective May 24, 2018, which amended the Marco Shores Planned Unit Development Ordinance Numbers 84-42, as amended, and 96-74, 98-13 and 2000- 84 ("Ordinance"). Pursuant to the Ordinance, Collier County has adopted special regulations for specified areas in and around the airports in Collier County in the form of Airport Overlay Zoning Districts. Some of the property within Esplanade By The Islands is within the Airport Overlay District adopted for Marco Island Executive Airport ("APO"). This Airport Overlay Zoning District concept is codified as Section 2.2.23 of the Collier County Land Development Code. Notwithstanding any other provision of the Ordinance, there shall be no uses or structures within that part of Esplanade By The Islands owned by Declarant that conflicts with the height restrictions depicted on Exhibit FC-G ("Airport Overlay Zone") of the Ordinance, which portray the applicable provisions of Part 77, Federal Aviation Regulations, applicable to this other than utility non-precision instrument approach airport having visibility minimums greater than 3/4 of a statute mile, or provisions of Section 2.2.23, Land Development Code, relating to land uses, as it exists on the day of approval of the Ordinance. A copy of Airport Overlay Zone is attached hereto as Exhibit "G." ARTICLE XVII CHANGES IN OWNERSHIP OF LOTS Any Owner, other than Declarant or any Declarant Affiliate, desiring to sell or otherwise transfer title to his or her Lot shall give the Board written notice at least fourteen(14) days' prior to recording the deed of the name and address of the purchaser or transferee, the date on which transfer of title is to occur, and such other information as the Board may reasonably require. Notwithstanding the transfer of title, the transferor shall be jointly and severally responsible with the transferee for all future obligations of the Owner, including future assessment obligations, until the date upon which the Board receives such notice, after which the original Owner shall be released from the obligation to pay assessments levied after the date such notice is received. 84 36790551.8 ARTICLE XVIII AMENDMENT OF DECLARATION 18.1. By Declarant. In addition to specific amendment rights granted elsewhere in this Declaration, until the first conveyance of a Lot to a Person other than Declarant or a Builder, Declarant may unilaterally amend this Declaration for any purpose. Thereafter and until termination of the Class D Control Period, Declarant may unilaterally amend this Declaration if such amendment is necessary (a) to bring any provision into compliance with any applicable governmental statute, rule, regulation, or judicial determination; (b) to enable any reputable title insurance company to issue title insurance coverage on the Lots; (c) to enable any institutional or governmental lender, purchaser, insurer, or guarantor of mortgage loans, including, for example, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, HUD, or VA, to make, purchase, insure, or guarantee mortgage loans on the Lots; (iv) to satisfy the requirements of any local, state, or federal governmental agency; or (v) for any other purpose which does not materially adversely affect title to any Lot, unless the Owner of such Lot consents to such amendment. The Association shall, forthwith upon request of Declarant, join in any such amendments or modifications and execute such instruments to evidence such joinder and consent as Declarant shall, from time to time, request. 18.2. By the Owners. Except as otherwise specifically provided above and elsewhere in this Declaration this Declaration may be amended only by the affirmative vote or written consent, or any combination thereof, of Owners representing at least 75% of the Association's total votes. In addition, during the Development and Sale Period, Declarant's written consent is required for any amendment. The approval requirements set forth in Section 15.9 also shall be met, if applicable. Notwithstanding the above, the percentage of votes necessary to amend a specific clause shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause. 18.3. Validity and Effective Date. No amendment may remove, revoke, or modify any right or privilege of Declarant or the Class D Member without the written consent of Declarant or the Class D Member, respectively (or the assignee of such right or privilege). If an Owner consents to any amendment to this Declaration or the Bylaws, it will be conclusively presumed that the Owner has the authority to consent, and no contrary provision in any Mortgage or contract between the Owner and a third party will affect the validity of such amendment. Any amendment shall become effective upon the earliest of (a) actual notice; (b) recording; or (c) later effective date specified in the amendment. Any procedural challenge to an 85 36790551.8 amendment must be made within six (6) months of its recordation or such amendment shall be presumed to have been validly adopted. In no event shall a change of conditions or circumstances operate to amend any provisions of this Declaration. Any proposed amendment to the Declaration which would affect the Surface Water and Storm Water Management System (including environmental conservation areas and the water management portions of the Common Area), shall be submitted to the Water Management District if necessary and any other governmental or quasi-governmental agency having jurisdiction over the Surface Water and Storm Water Management System for a determination of whether the proposed amendment necessitates a modification of the Water Management Permit for the Property. 18.4. Exhibits. Exhibits "A" and "B" attached to this Declaration are incorporated by this reference and amendment of such exhibits shall be governed by this Article. Exhibit "C" is incorporated by reference and may be amended as provided in Article III or pursuant to Sections 18.1 and 18.2. All other exhibits are attached for informational purposes and may be amended as provided therein or in the provisions of this Declaration which refer to such exhibits. ARTICLE XIX COMMON STRUCTURAL ELEMENTS AND VILLA UNITS 19.1. Common Structural Elements. Each Building in Esplanade By The Islands containing Villa Units shall contain Common Structural Elements ("Common Structural Elements") which include, but are not limited to, the following: 19.1.1. Utility Lines. All utility lines, ducts, conduits, pipes, wires and other utility fixtures and appurtenances which are located on, under or within the Building and which directly or indirectly in any way service more than one (1) Villa Unit in the Building. 19.1.2. Party Walls. All division walls ("Party Walls") between two (2) Villa Units located upon a Lot line between two (2) Villa Units, provided that the mere fact that such a division wall between two (2) Villa Units is found to be not on a Lot line shall not preclude that division wall from being a Party Wall. The Owners of the Villa Units adjacent to a Party Wall shall own such Party Wall as tenants in common. The Owners of the Villa Units sharing Party Walls shall be jointly responsible for all maintenance, repairs and replacement of the Party Walls and the Association shall not have any responsibility for the maintenance, repair or replacement of any Party Wall. No Owner shall make any hole or penetration of any Party Wall. Any Owner who causes damage to any Party Wall through his or her acts or omissions, or through the acts or omissions of the Owner's tenants, guests, invitees or members of the Owner's household or family, shall be liable to the other Owner(s) of the Party Wall for the cost of repairing such damage and restoring the Villa Unit and property of the other Owner(s) to the condition they were in immediately prior to such damage. If the Owner does not repair damages to a Party Wall that he or she is responsible for within thirty (30) days of the report in writing of 86 36790551.8 such damage, the Association may cause the damage to be repaired and collect all costs from the responsible party. The Board may, in its sole and absolute discretion, elect to assist the Owners of Party Walls in the peaceful resolution of any disputes concerning the Party Walls through voluntary binding mediation. If the Board elects to assist by providing voluntary binding mediation for the Owners of the Party Wall, the Board shall have no liability whatsoever for the outcome of the mediation, or the failure of any Owner to respect the agreement but will have authority to cause the repairs to be made and collect all costs from the Owner found to be at fault if he refuses to make or pay for the repairs. No Association funds shall be expended to provide voluntary binding mediation services to the Owners of Party Walls, and such Owners shall agree to pay any expenses incurred for such mediation. 19.1.3. Roofing. The entire roof of the Building, any and all roof support structures, and any and all appurtenances to such roof and roof support structures, including, without limitation, the roof covering, roof trim, soffit and roof drainage fixtures, all of which are collectively referred to herein as the "Roofing." 19.1.4. Bearing Walls. Any and all walls or columns necessary to support the Building structure, all of which are collectively referred to herein as "Bearing Walls." 19.1.5. Exterior Finish. Any and all cementitious finish, trim, exterior sheathings and other exterior materials and appurtenances and paint on the exterior of the Building, all of which are collectively referred to herein as the "Exterior Finish." 19.1.6. Foundation. The entire concrete floor slab and all foundational and support structures and appurtenances thereto, all of which are collectively referred to as the "Foundation." 19.1.7. Shared Entry Access Sidewalks. Any shared entry access sidewalks constructed along the Lot lines, all of which are collectively referred to as the "Shared Entry Access Sidewalks." The Owners of the Villa Units sharing any Shared Entry Access Sidewalks shall be jointly responsible for keeping the Shared Entry Access Sidewalks clean and stain free. The Association shall only be responsible for the repair or replacement of any Shared Entry Access Sidewalks and shall not be responsible for the daily type maintenance of any Shared Entry Access Sidewalks. No Owner shall make any hole or penetration of any Shared Entry Access Sidewalks or impede another Owner's access to his or her Villa Unit over any Shared Entry Access Sidewalks. Any Owner who causes damage to any Shared Entry Access Sidewalks through his or her acts or omissions, or through the acts or omissions of the Owner's tenants, guests, invitees or members of the Owner's household or family, shall be liable to the other Owner(s) of the Shared Entry Access Sidewalks for the cost of repairing such damage and restoring the Shared Entry Access Sidewalks and property of the other Owner(s)to the condition they were in immediately prior to such damage. 19.1.8. Should the Common Structural Elements or a part thereof extend beyond the Lot, same shall not be deemed to violate the provisions of this Declaration and such easements as may be necessary to accommodate and permit the Common Structural Elements as same shall be constructed and for the maintenance, repair and replacement thereof, are hereby imposed. 87 36790551.8 19.1.9. In the event any Common Structural Element or part thereof located within a Villa Unit requires non-routine maintenance, repair or replacement and the necessity for such non-routine maintenance, repair or replacement was not due to any act or failure to act on the part of the Owner of the Villa Unit in question, the cost of such non-routine maintenance, repair or replacement shall be a Special Assessment shared by all Villa Unit Owners in Esplanade By The Islands. Routine maintenance, such as repairing cracks in the stucco, is performed by the Association and the costs and expenses of such routine maintenance shall be part of the Operating Expenses of the Association and shared by all Villa Unit Owners in Esplanade By The Islands. 19.2. Covenants Regarding Villa Units. Without limiting the types of Villa Units which may be developed within Esplanade By The Islands, Declarant may construct Villa Units within Esplanade By The Islands. The restrictions, covenants, and provisions set forth herein shall apply to such Villa Units, and may be modified, deleted, or supplemented by subsequent amendment. A. Utility Easements. Each Owner of an Villa Unit grants to all other Owners owning an Villa Unit in the same Building a perpetual utility easement for water, sewer, power, telephone and other utility and service company lines and systems installed beneath or within the Villa Unit. Any expense caused by the necessary access of authorized personnel of the utility or service company to service lines affecting all Villa Units within a Building, and which are located beneath or within the Building shall be shared equally by each of the Owners in the Building affected; provided, however, that where the necessary access by authorized personnel of the utility or service company is required because of the intentional or negligent misuse of the utility or service company line or system by an Owner, their lessee, licensee, invitee, or agent, any expense arising therefrom shall be borne solely by such Owner. Any expense caused by the necessary access of authorized personnel of the utility or service company to service lines located within the Association Property shall be paid by the Association as a Common Expense, or where appropriate, in the sole discretion of the Board,through a Service Area Assessment. B. Common Walls and Roof. The Villa Units comprising each Building are single family Villa Units with common walls, known as "party walls," between each Villa Unit that adjoins another Villa Unit. The center line of a party wall is the common boundary of the adjoining Villa Unit. Each common wall in a Villa Unit shall be a party wall, and any party to said wall, his or her heirs, successors, and assigns shall have the right to use same jointly with the other party to said wall as herein set forth. The term "use" shall and does include normal interior usage such as paneling, plastering, decoration, erection of tangent walls and shelving but prohibits any form of alteration which would cause an aperture, hole, conduit, break or other displacement of the original concrete or other material forming said party wall. 88 36790551.8 The cost of maintaining each side of a party wall shall be borne by the Owner using said side, except as otherwise provided herein. Owners of Villa Units will be allowed to install screen enclosures on the Party Wall in the rear yard of the Lot with the Architectural Review Committee's approval. Each Owner must install the screen enclosure in such a manner that allows for the neighboring Owner to have a screen enclosure installed and there shall be enough room on the Party Wall for each Owner of the Party Wall to install a screen enclosure without a shared frame. The installation of the screen enclosure must provide for, or allow enough room for, the cleaning of debris between the enclosures, or the screen enclosures shall be designed to prevent debris from getting between the screen enclosures. Installation of the screen enclosures on the Party Wall must be from the inside of the screen enclosure (instead of the outside as it is normally with lower floor ground units). Owners shall be responsible for the cleaning, maintenance, repair and replacement of the screen enclosure as well as all maintenance, repair and replacement of the Party Wall as it pertains to such screen enclosure. The entire roof of the Building, any and all roof structure support, and any and all appurtenances to such structures, including without limitation, the roof covering, roof trim, and roof drainage fixtures, shall be collectively referred to as "shared roofing." The Association shall be responsible for the repair and replacement of the shared roofing and shall collect reserves from the Villa Unit Owners for the replacement of the shared roofing. If a Villa Unit is damaged through an act of God or other casualty, the affected Owner shall promptly have his or her Villa Unit repaired and rebuilt substantially in accordance with the architectural plans and specifications of the Building. In the event such damage or destruction of a party wall or shared roofing is caused solely by the neglect or willful misconduct of an Owner, any expense incidental to the repair or reconstruction of such wall or shared roofing shall be borne solely by such wrongdoer. If the Owner refuses or fails to pay the cost of such repair or reconstruction, the Association shall have the right to complete such repair and reconstruction substantially in accordance with the original plans and specifications of the affected Building, and the Association shall thereafter have the right to specially assess said Owner for the costs of such repair and re-construction. C. Maintenance of the Exterior of the Villa Units. Each Owner shall at all times be responsible for the maintenance and care of the exterior surfaces of his or her Villa Unit. The phrase "exterior surfaces of the Villa Unit" shall include, but not be limited to, the exterior walls and shared roofing. Each Owner shall be responsible for the periodic cleaning of the exterior walls and shared roofing. The Association shall be responsible for the re-painting of the exterior walls of the Villa Unit and shall collect reserves from the Villa Unit Owners for the repainting of the Buildings. No Owner shall authorize the painting, refurbishing or modification of the exterior surfaces or shared roofing of their Villa Unit without the consent of the Architectural Review Committee. If the Owner refuses or fails to maintain the exterior of the Villa Unit, the Association shall have the right to complete such maintenance and the Association shall thereafter have the right to specially assess said Owner for the costs of maintenance. The Service Area Assessment 89 36790551.8 or Special Assessment incurred to maintain the exterior of the Villa Unit(s) by the Association in accordance with this Article will be made pursuant to the assessment powers and lien rights set forth in the Declaration. IN WITNESS WHEREOF, Declarant has caused this instrument to be executed on the day and year written below. TAYLOR MORRISON OF FLORIDA, INC., a Florida rporation iid�� / a L 1 _� i�A�..,. By: I , Pr e. N:m ;,.; l P Printey�Nam V , ,`'jVjcQ_(l� / r 1f- Its: V<<'� ( Ile'St Vet AJC J Printed N.me: 3erl 4-Lo plc-Ln 4 STATE OF FLORIDA ) ) SS: COUNTY OF SARASOTA ) I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to tae acknowledgments, the foregoing instrument was ac owledged before me by means of [ ] physical presence A [ ] online notarization by A-I te # e)1ejh , the V Ir� Tkej i`cQe-„-(- of TAYLOR MORRISON OF FLORIDA, INC., a Florida corporation, freely and voluntarily under authority duly vested in him/her by said company and that the seal affixed thereto is the true corporate seal of said corporation, who is personally known to me. WITNESS my hand and official seal in the County and State last aforesaid this day of February, 2020. 40" ' / ...ee---hg ----- My Commission Expires: / lic Notary Pube-too/ k, ,_c < Typed, printed or stamped name of Notary Public Notary Public State of Florida Deborah Beckett My Commission GG 326734 'Pia wi Expires 08/14/2023 90 36790551.8 ASSOCIATION: BELLA TESORO AN ESPLANADE COMMUNITY ASSOCIATION, INC., a Florida corporation not for profit WITNESSES AS TO ASSOCIATION: �` _��1�1X� � its By: 2/1'r 41-41 h. Signature Pn-thea NATHAN STITH, President Print Name1,�Q� ' \A E' � J ..--' 4 [CORPORATE SEAL] Signature I , Print Name BeCV ACJ e Klrt---- STATE OF FLORIDA ) ) SS COUNTY OF SARASOTA ) I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, the foregoing instrument was acknowledged before me by means ofhysical presence or [ ] online notarization by NATHAN STITH, as President of LLA TESORO AN ESPLANADE COMMUNITY qip ASSOCIATION, INC., a Florida corporation not for profit, freely and voluntarily under authority duly vested in him by said corporation, and that the seal affixed thereto is the true corporate seal of said corporation, who is personally known to me. �/ WITNESS my hand and official seal in the County and State last aforesaid this - k day of February, 2020. 441.4.1— /%&' '"jite------ Notary NotaPublic, State of Florida at Large .1 – bec-kt+-- My Commission Expires: Typed, Printed or Stamped Name of Notary Public Notary Public State of Florida Deborah K.Beckett My Commission GG 326734 V a opir Expires 08/14/2023 91 36790551.8 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY ALL THOSE LOTS, TRACTS OR PARCELS OF LAND SHOWN ON THAT CERTAIN PLAT OF BELLA TESORO AN ESPLANADE COMMUNITY - PHASE 1, RECORDED IN PLAT BOOK , PAGES THROUGH , OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, LESS AND EXCEPT TRACTS Cl, C2, F1, F2 AND F3, AND ANY PROPERTY DEDICATED TO THE PUBLIC OR THE COUNTY THEREON. 92 36790551.8 EXHIBIT "B" SITE PLAN OF ESPLANADE BY THE ISLANDS 93 36790551.8 EXHIBIT "C" INITIAL USE RESTRICTIONS For purposes of these Use Restrictions, unless the context otherwise requires, Owner shall also include the family, invitees, guests, licensees, lessees and sublessees of any Owner, and any other permitted occupants of a Home. All the Property shall be held, used and enjoyed subject to the following limitations and restrictions, subject to the exemption of Declarant in Paragraph 36 hereof: 1. Single-Family Use. The Homes shall be for single-family use only. No commercial occupation or activity may be carried on in Esplanade By The Islands except as such occupation or activity is permitted to be carried on by Declarant under the Declaration. A family is defined to mean any number of persons related by blood, marriage or adoption or not more than two (2) unrelated persons living as a single housekeeping unit. 2. Nuisance. Subject to allowances for reasonable construction activities, no obnoxious or offensive activity shall be carried on, in or about the Lots or in or about any Improvements, or on any portion of Esplanade By The Islands, nor shall anything be done therein which may be or become an unreasonable annoyance or a nuisance to any Owner. No use or practice shall be allowed in or around the Lots which is a source of annoyance to Owners or occupants of Homes or which interferes with the peaceful possession or proper use of the Lots or the surrounding areas. No loud noises or noxious odors shall be permitted in any Improvements or Homes. Without limiting the generality of any of the foregoing provisions, no horns, whistles, bells or other sound devices (other than security devices used exclusively for security purposes), noisy or smoky vehicles, large power equipment or large power tools, unlicensed off-road motor vehicles or any items which may unreasonably interfere with television or radio reception of any Owner shall be located, used or placed on any Lot, or exposed to the view of other Owners without the prior written approval of the Architectural Review Committee ("Committee"). 3. No Improper Uses. No improper, offensive, hazardous or unlawful use shall be made of any Lot or the Home thereon nor shall anything be done thereon tending to cause embarrassment, discomfort, annoyance or nuisance to any person using any portion of the Property. The Property will be subject to, and the Association and each Owner will conform to and observe, all laws, statutes, ordinances, rules and regulations of the United States of America, the State of Florida, the County, and any and all other governmental and public authorities and boards or officers of the same relating to such Property and any Improvements thereon or the use thereof. Violations of laws, orders, rules, regulations or requirements of any governmental agency having jurisdiction thereover relating to any Lot or Home shall be corrected by, and at the sole expense of the Owner of such Lot. 4. Leases. No portion of a Home (other than an entire Home) may be rented and the lease or sale of any Home on a time-share basis is prohibited. All leases shall provide that the Association shall have the right to terminate the lease upon default by the tenant in observing any of the provisions of the Declaration, the Articles, the Bylaws, these Use Restrictions, or of any other agreement, document or instrument governing the Lots. No Home shall be leased for a 36790551.8 term of less than thirty (30) days and no Home may be leased more than three (3) times in any calendar year. A copy of the lease must be provided to the Association within five(5) days of the execution of the lease. The Owner of a leased Home shall be jointly and severally liable with his or her tenant to the Association to pay any claim for injury or damage to property caused by the negligence of the tenant. Every lease shall be subordinated to any lien filed by the Association whether before or after such lease was entered into. In the event that an Owner is delinquent in the payment of his or her Assessments or other sums due and owing to the Association, the Lot shall not be leased until such amounts are paid in full or unless the Association consents, in writing, to any such lease. If the Lot is leased in violation of this provision,the Association may terminate the lease and evict the tenants in addition to imposing all other available remedies. In the event an Owner is in default in the payment of Assessments or other sums due and owing to the Association and the Owner's Lot is leased, the Association shall have the right and authority to collect the rent to be paid by the tenant to the Owner directly from the tenant. In the event such tenant fails to remit said rent directly to the Association within ten (10) days (but no later than the day the next rental payment is due) from the day the Association notified such tenant in writing that the rents must be remitted directly to the Association, the Association shall have the right to terminate the lease and evict the tenant. All sums received from the tenant shall be applied to the Owner's account for the leased Lot according to the priority established in Section 720.3085, Florida Statutes, until the Owner's account is current. All leases entered into by an Owner shall be deemed to automatically incorporate this provision and all the Owners hereby appoint the Association its agent for such purpose. The Association may, without further approval of the Owner of the leased Lot, terminate the lease for violations of the Declaration by the tenants, or the tenant's family or guests and thereafter evict the tenants from the Lot. In addition to any notice to a tenant of a Lot permitted to be given by law, an Owner by acceptance of a deed to a Lot, does hereby irrevocably grant to the Association(and its officers, directors, designees, agents, and employees) and to any professional management or accounting firm providing management or accounting services to the Association, the right to notify, in writing, the tenant of the Lot of any delinquency by the Owner of the Lot in payment of any monetary obligations due to the Association, including but not limited to the amount thereof. Further each Owner hereby agrees and acknowledges that the disclosure of any of Owner's delinquent monetary obligations due to the Association, as provided in the preceding sentence, shall not be construed or be deemed to be a violation of the Fair Debt Collection Practices Act("FDCPA") 15 U.S.C. Section 1692 et. seq. 5. Removal of Sod and Shrubbery; Alteration of Drainage, Etc. Except for Declarant's acts and activities with regard to the development of Esplanade By The Islands, no Improvements (including, but not limited to, driveways and landscaping) and no sod, top soil, muck, trees or shrubbery shall be removed from Esplanade By The Islands and no change in the condition of the soil or the level of the land of any of the Esplanade By The Islands area shall be made which would result in any permanent change in the flow or drainage of storm water within Esplanade By The Islands without prior written consent of the CDD, the Association and the Committee. 2 36790551.8 6. Addition of Landscaping; Alteration of Drainage, Etc. If an Owner receives approval to install additional landscaping to their Lot, the Owner is responsible for increased costs in the maintenance of the additional landscaping and the Association or landscape maintenance company will bill the Owner directly for the additional maintenance and the Owner is responsible for payment of the increased maintenance. The installation of additional landscaping shall not result in any permanent change in the flow or drainage of storm water within Esplanade By The Islands without prior written consent of the CDD, the Committee and the Association. 7. Antenna and Aerial. No outside television, radio, or other electronic towers, aerials, antennae, satellite dishes or device of any type for the reception or transmission of radio or television broadcasts or other means of communication shall hereafter be erected, constructed, placed or permitted to remain on any portion of the Property or upon any improvements thereon, unless expressly approved in writing by the Association, except that this prohibition shall not apply to those satellite dishes that are one (1) meter (39.37 inches) in diameter or less, and specifically covered by 47 C.F.R. Part 1, Subpart S, Section 1.4000, as amended, promulgated under the Telecommunications Act of 1996, as amended from time to time. The Association is empowered to adopt rules governing the types of antennae which may be permitted and restrictions relating to safety, location and maintenance of antennae. The Association may also adopt and enforce reasonable rules limiting installation of permissible dishes or antennae to certain specified locations, and integrated with the Property and surrounding landscape, to the extent that reception of an acceptable signal would not be unlawfully impaired by such rules and provided the cost of complying with such rules would not unreasonably increase the cost of installation of permissible dishes or antennae. Any permissible dishes or antennae shall be installed in compliance with all federal, state and local laws and regulations, including zoning, land-use and building regulations. Further, any Owner desiring to install permissible dishes or antennae may, but is not obligated, submit plans and specifications for same to the Association to ensure compliance with the Association's rules governing the types of permissible antennae and restrictions relating to safety, location and maintenance of antennae. This Section 7 shall not apply to Declarant. 8. Garbage and Trash. Each Owner shall regularly pick up all garbage, trash, refuse or rubbish around his or her Lot, and no Owner or resident shall place or dump any garbage, trash, refuse or other materials on any other portions of Esplanade By The Islands, including any Common Area or any property contiguous to Esplanade By The Islands. Garbage, trash, refuse or rubbish shall be deposited in appropriate containers. 9. Radio Transmission. No ham radios or radio transmission equipment shall be operated or permitted to be operated within Esplanade By The Islands without the prior written consent of the Association. 10. Signs. No sign, display, poster, advertisement, notice or other lettering of any kind whatsoever (including, without limitation, "For Sale," "For Rent" or "By Owner" or any other signs for the sale or renting of homes) shall be exhibited, displayed, inscribed, painted or affixed in public view of any portion of any building, vehicle or other Improvement in Esplanade By The Islands (including, without limitation, a Home) without the prior written approval of the 3 36790551.8 Committee, which approval may be given, withheld, conditioned or denied in the sole and absolute discretion of the Committee. Notwithstanding anything to the contrary contained in these Use Restrictions,the Committee shall not approve any sign, display, poster, advertisement, notice or other lettering which is or in the nature of a"For Sale,""For Rent," "By Owner" or any other similar sign for the renting or sale of a Home so long as Declarant owns a Lot in Esplanade By The Islands or so long as Declarant or any of Declarant's affiliates (or any of their respective successors or assigns)are conducting sales and marketing of Homes in Esplanade By The Islands or other communities developed or marketed by Declarant or its affiliates, whichever is later. Signs, regardless of size, used by Declarant or a Builder, their successors or assigns, for advertising and marketing during the Development and Sale Period of Esplanade By The Islands or other communities developed and/or marketed by Declarant and/or its Affiliates and other signs authorized by Declarant and/or its Affiliates shall be exempt from these restrictions. Such sign or signs as Declarant and/or its Affiliates and/or a Builder and/or its Affiliates may be required to erect under the terms of an institutional mortgage shall be exempt from this restriction. An Owner may display a security sign, provided by a contractor for security services, as permitted by the HOA Act. This provision may not be amended without the prior written consent of Declarant. 11. Animals and Pets. No wildlife, livestock, swine, reptiles, insects or poultry of any kind shall be raised, bred, or kept in any portion of the Property. A reasonable number of dogs, cats, or other domesticated household pets as determined from time to time by the Declaration may be permitted in any Home. The ability to keep pets is a privilege, not a right. Pets shall not be permitted to roam free. Any pet, which in the opinion of the Association endangers health or safety, makes objectionable noise, or constitutes an unreasonable source of nuisance or annoyance to the Owners or residents of other Homes, shall be removed upon request by the Association. No pets shall be kept,bred or maintained for any commercial purpose. Pets shall at all times when they are outside a Home, be carried or confined on a leash held by a responsible person. Pets shall only be permitted on the Common Areas if such portions thereof are so designated by the Association. A person bringing a pet onto the Common Areas shall be responsible for immediately removing any solid waste of the pet. Pets may not be left unattended or leashed in yards or garages or on porches or lanais. Under no circumstances will any dog whose breed is noted for its viciousness or ill-temper, in particular, the "Pit Bull" (as hereinafter defined), Presa Canario, or any crossbreeds of such breeds, or which has been deemed a "Dangerous dog" pursuant to Florida Statutes Chapter 767.11, be permitted on any portion of the Property. A "Pit Bull" is defined as any dog that is an American Pit Bull Terrier, American Staffordshire Terrier, Staffordshire Bull Terrier, or any dog displaying a majority of the physical traits of any one (1) or more of the above breeds, or any dog exhibiting those distinguishing characteristics which substantially conform to the standards established by the American Kennel Club or United Kennel Club for any of the above breeds. No exotic pet or any animal of any kind which has venom or poisonous defense or capture mechanisms, or if let loose would constitute vermin, shall be allowed on any portion of the Property. Trained seeing-eye dogs will be permitted for those persons holding certificates of blindness and necessity. Other animals will be permitted if such animals serve as physical aides to handicapped persons and such animals have been trained or provided by an agency or service qualified to provide such animals. The guide or assistance animal will be kept in direct custody of the assisted person or the qualified person training the animal at all times when on the Property and the animal shall 4 36790551.8 wear and be controlled by a harness or orange-colored leash and collar. No pet shall be kept outside a Home or on any lanai, unless someone is present in the Home. The Owner shall compensate any person hurt or bitten by his or her pet and shall indemnify the Association and hold it harmless against any loss or liability of any kind or character whatsoever arising from or growing out of having any animal within the Property. If any restrictions imposed by the Association in accordance with this Section 11 are violated, or if a dog or any other animal becomes obnoxious to other Owners by barking or otherwise, the Owner thereof must cause the problem to be corrected; or, if it is not corrected, the Owner, upon written notice by the Association, will be required to permanently remove the animal from the Property. All pets must be registered, licensed and inoculated as required by law. The Association will promulgate rules and regulations from time to time designating other rules as necessary to regulate pets. 12. Clotheslines. No clothesline or clothes drying which is visible from outside a building shall be undertaken or permitted on any portion of Esplanade By The Islands. 13. Temporary Buildings, Etc. No tents, trailers, shacks or other temporary buildings or structures shall be constructed or otherwise placed within Esplanade By The Islands except in connection with construction, development, leasing or sales activities permitted under the Declaration or with the prior written consent of the Association. No temporary structure may be used as a residence. 14. Lakes. No docks shall be constructed within or adjacent to a Lake. Owners are prohibited from using the Lakes for irrigation purposes. Swimming, fishing and watercraft are prohibited in the Lakes. 15. Fences. No fence of any type, including invisible fencing, is permitted to be erected on a Lot without the prior written approval of the Committee. 16. Drainage or Utility Easements. No structures, trees or shrubs shall be placed on any drainage or utility easements, except by Declarant, without the prior written consent of the Association. 17. Additions and Alterations. No Home shall be enlarged by any addition thereto or to any part thereof, and no Owner shall make any improvement, addition, or alteration to the exterior of his or her Home, including, without limitation, the painting, staining, or varnishing of the exterior of the Home, without the prior written approval of the Committee as set forth in the Declaration, which approval may be withheld for purely aesthetic reasons. 18. Increase in Insurance Rates. No Owner may engage in any action which may reasonably be expected to result in an increase in the rate of any insurance policy or policies covering or with respect to any portion of the Property not owned by such Owner. 19. Mining, Drilling, or Excavation. There shall be no mining, quarrying or drilling for minerals, oil, gas or otherwise ("Mining Activity") undertaken on the Property. Activities of Declarant, or the Association in dredging, excavating or maintaining drainage or other facilities or easements shall not be deemed Mining Activities nor will the installation of wells or pumps 5 36790551.8 for sprinkler systems in compliance with applicable governmental requirements be deemed a Mining Activity. 20. Maintenance of Property. The Property and Improvements thereon shall be kept in a good, safe, clean, neat and attractive condition, and all Improvements thereon shall be maintained in a finished, painted and attractive condition. No weeds, underbrush or other unsightly growth shall be permitted to grow or remain upon any portion of the Property, no refuse or unsightly objects shall be allowed to be placed or permitted to remain anywhere thereon, and no grass on said Property shall be permitted to grow to a height in excess of four inches(4") for improved property and ten inches (10") for unimproved property. Excepted from the foregoing shall be all construction debris, refuse, unsightly objects and waste upon any portion of the Property owned by Declarant or its nominee through the period of construction of Homes or other Improvements upon the Property. During construction of a Home or other Improvement upon any portion of the Property, the Owner thereof shall be required to maintain said property in a clean condition and, except for the initial construction of Homes by Declarant or its nominee, to provide receptacles for the disposal of trash and rubbish as well as other construction debris. All such construction debris, refuse, unsightly objects and waste on a portion of the Property must be removed within thirty (30) days after the completion of construction of the Improvement on such portion of the Property, as evidenced by issuance of a certificate of occupancy, if applicable. Upon the failure of an Owner(s) to (i) maintain the portion of the Property and any Improvement thereon which such party is responsible to maintain in accordance with the requirements of the Declaration and to the satisfaction of the Association and (ii) correct such deficiencies within fifteen (15) days of written notice by the Association, unless a longer period is authorized by the Association, the Association may enter upon such portion of the Property and make such corrections as may be necessary. The cost of such corrections shall be paid by the Owner who is required to perform such maintenance. If any Owner(s) fails to make payment within fifteen (15) days after requested to do so by the Association, then the payment requested shall be collected as a Benefited Assessment from such Owner and the Association shall be entitled to lien rights upon such Lot requiring such maintenance in accordance with the provisions of the Declaration. 21. Subdivision and Partition. No Lot on the Property shall be subdivided. 22. Casualty Destruction to Improvements. In the event a Home(s) and/or other Improvement(s) upon a Lot(s) is damaged or destroyed by casualty, hazard or other loss then, within a reasonable period of time after such incident, the Owner(s) thereof shall either commence to rebuild or repair the damaged Home(s) or Improvement(s) upon obtaining Committee approval, if required hereunder, diligently continuing such rebuilding or repairing activities to completion or, upon a determination by the Owner(s) thereof that the Home(s) or Improvement(s) will not be repaired or replaced, promptly clear the damaged Home(s) or Improvement(s) and grass over and landscape such Lot(s) as applicable, in a sightly manner consistent with Declarant's plan for beautification of Esplanade By The Islands. Any damaged or destroyed Home(s) and other Improvements shall only be repaired or replaced with Home(s) and other Improvements of a similar size and type as those damaged or destroyed and without 6 36790551.8 substantial alteration from what existed prior to the damage or destruction, unless the prior written approval of the Committee is obtained. 23. Common Area. Nothing shall be stored and/or constructed within or removed from any Common Area other than by Declarant, except with the prior written approval of the Association. 24. Lake Maintenance Easement. No Improvement on a Lot shall be placed within a Lake Maintenance Easement, and any Improvement placed within the Lake Maintenance Easement shall be removed by Declarant or by the Association. The cost of such removal shall be paid by such Owner(s) as an Individual Expense Assessment. 25. Trucks, Commercial Vehicles, Recreational Vehicles, Motor Homes, Mobile Homes, Boats, Campers, Trailers and Other Vehicles. No person, firm or corporation shall maintain or repair any vehicle (including, but not limited to, four-wheel passenger automobiles) upon any portion of the Property; provided, however, Declarant its successors, nominees or assigns and the Association may make, or cause to be made, such repairs if necessary in regard to vehicles used in connection with construction, sales or management at Esplanade By The Islands. Vehicles which are missing one or more wheels, have one or more deflated tires, are not in an operating condition, or do not have current valid license plates shall not remain upon any portion of the Property for more than two (2) consecutive days. No Owner or his or her family members, guests, invitees or lessees or their family members, guests, or invitees shall be permitted to keep any vehicle on the Property which is deemed to be a nuisance by the Association or Declarant. The Association shall have the right to authorize the towing away of any vehicles in violation of these provisions with the costs to be borne by the owner or violator. 26. Window Decor. No newspaper, aluminum foil, sheets or other temporary window treatments shall be permitted, except for periods not exceeding two (2) weeks after an Owner or a lessee first moves into a Home or when permanent window treatments are being cleaned or repaired. Window tinting is permitted provided that the type and method of tinting is first approved by the Committee. 27. Hurricane Shutters. No hurricane shutters may be installed without the prior written consent of the Committee, which consent may be unreasonably withheld. If the installation of hurricane shutters is made which does not conform to the specifications approved by the Committee, then the hurricane shutters will be made to conform by the Association at the Owner's expense or they shall be removed. Approved hurricane shutters shall not be installed or closed, as applicable, before the issuance of a hurricane watch by the National Hurricane Center encompassing the Esplanade By The Islands location, and shall be promptly removed when the threat of the storm has passed ("Hurricane Shutter Time Period"). Each Owner who plans to be absent from his or her Home during the hurricane season must prepare his or her Lot prior to such Owner's departure by (a) removing all furniture, potted plants and other movable objects from his or her porch, balcony or patio, if any; (b) designating a 7 36790551.8 responsible firm or individual satisfactory to the Association to install and remove hurricane shutters in accordance with the Hurricane Standards and the Hurricane Shutter Time Period requirements; and (c) designating a responsible firm or individual satisfactory to the Association to care for the Home should the Home suffer hurricane damage. Such firm or individual shall contact the Association for clearance to install or remove hurricane shutters pursuant to the Declaration. 28. Landscaping, Lawn Decor, and Improvements. No Improvements of any kind including, without limitation, any building, shed, play structure, basketball hoops, soccer goals, swing sets, athletic/play equipment, wall, topographical feature, mailbox, landscaping, lawn sculpture, fence, swimming pool, tennis court or screened enclosure shall be erected, placed or maintained, and no addition, alteration, modification or change to any such Improvement shall be made without the prior written approval of the Committee, including, but not limited to, painting the Home in a color other than the color originally placed by Declarant on the painted surface. 29. Basketball Backboards. No garage, roof mounted, portable or in-ground mounted basketball backboards are permitted. 30. Water Supply. No individual water supply system for drinking purposes or household use shall be permitted on any Lot, including for irrigation or sprinkler purposes. 31. Sewage Disposal. No individual sewage disposal system shall be permitted on the Property. 32. Yard Sales. No yard sales, garage sales or neighborhood sales shall be permitted on any Lot or any other area in Esplanade By The Islands. 33. Energy Conservation Equipment. All solar heating apparatus must conform to the standards set forth in the HUD Intermediate Minimum Property Standards Supplement, Solar Heating, and domestic Water Systems. No solar energy collector panels or attendant hardware or other energy conservation equipment shall be constructed or installed unless it is an integral and harmonious part of the architectural design of a structure, as reasonably determined by the Committee. No solar panel, vents, or other roof-mounted, mechanical equipment shall project more than 1.5 feet above the surface of the roof of a Home; and all such equipment shall be painted consistent with the color scheme of the roof of the Home. This provision is not intended to prohibit the use of solar energy devices. 34. Compliance with Governing Documents. Each Owner and their family members, guests, invitees, and lessees and their family members, guests and invitees shall be bound by and abide by the Governing Documents. The conduct of the foregoing parties shall be considered to be the conduct of the Owner responsible for, or connected in any manner with, such individual's presence within Esplanade By The Islands. Such Owner shall be liable to the Association and shall pay the cost of any maintenance, repair or replacement of any real or personal property located on the Common Area rendered necessary by his or her act, neglect or carelessness, or by that of any other of the foregoing parties as an Individual Expense Assessment. 8 36790551.8 35. No Implied Waiver. The failure of the Association or Declarant to object to an Owner's or other party's failure to comply with the covenants or restrictions contained herein or any other Governing Document (including the rules now or hereafter promulgated) shall in no event be deemed a waiver by Declarant, the Association, or of any other party having an interest in the Property of its right to object to same and to seek compliance in accordance with the provisions of the Governing Documents. 36. Certain Rights of Declarant. The provisions, restrictions, terms and conditions of these Use Restrictions shall not apply to Declarant as an Owner. 37. Board's Rule-Making Power. The foregoing Use Restrictions shall not be deemed to be all inclusive nor restrict the right of the Association to adopt such reasonable rules and regulations governing the use of Esplanade By The Islands as the Board may determine from time to time, provided that such rules and regulations: (i) are not in conflict with the provisions hereof; (ii) apply equally to all lawful residents of Esplanade By The Islands without discriminating on the basis of whether a Home is occupied by an Owner or his or her lessee; and (iii) for so long as Declarant holds any Homes within Esplanade By The Islands for sale in the ordinary course of its business, have the prior written approval of Declarant. Declarant has the right to approve any rule or modification thereof. 9 36790551.8 EXHIBIT "D" ARTICLES OF INCORPORATION OF BELLA TESORO AN ESPLANADE COMMUNITY ASSOCIATION, INC. 36790551.8 850-617-6381 1/27/2020 1 : 01 : 18 PM PAGE 2/003 Fax Server NDX:V4MlkSY/aMDNRNDyoiy/cMbNM- i� AMDMRDNRMIDX:Kic 15 DSC N.N DX Pt Vtt °f roi I §W§ Li - PI Fil," 00 w ;'USt WO fippartment of i§taf a 4t.r) MI 0 -- .) ark I certify the attached is a true and correct copy of the Articles of �(to- 7: 7�C Incorporation of BELLA TESORO AN ESPLANADE COMMUNITY ASSOCIATION, INC. , a ,,V1 A Florida corporation, filed on January 24, 2020, as shown by the records ofG AXoffice. �V n XI further certify the document was electronically received under FAX audit��. number H20000028056 . This certificate is issued in accordance with V section 15. 16, Florida Statutes, and authenticated by the code noted below UZ x The document number of this corporation is N20000000794 . ��°TnT MAuthlz entication Code: 420A00001889-012720-N20000000794-1/1 r5)nC no 33C NC V n ,-,-1111,-,� Re, 5V O we2J yz ..-,,,,E) Int 4815 Hy4V: m b--yk9 ga, II PA Given under my hand and the aha Great Seal of the State of Florida, L. V .T at Tallahassee, the Capital, this the �V� `o?� ," ij Twenty-seventh day of January, 2020 R., R„ , .,t Mil \ .: 1,,,1 l', 4. ,•. ., . .S.: 1 '1"4I-#1r4r.4 0140)X44-- Ay- Secretary ofState % Y M DIti ti r N.-. ./ioN :,if4.\.,/ �aAA " art �r[11l � a �tkgf(�haM �rA Qe efAIa� D � ARTICLES OF INCORPORATION OF BELLA TESORO AN ESPLANADE COMMUNITY ASSOCIATION, INC. (A Florida Corporation Not For Profit) In order to form a corporation not for profit under and in accordance with the provisions of Chapters 617 and 720 of the Florida Statutes, the undersigned hereby incorporates this corporation not for profit for the purposes and with the powers hereinafter set forth and, to that end,the undersigned,by these Articles of Incorporation, certifies as follows: ARTICLE I DEFINITIONS The following words and phrases when used in these Articles of Incorporation (unless the context clearly reflects another meaning) shall have the following meanings, or if not defined below as defined in the Declaration. 1. "Articles"means these Articles of Incorporation and any amendments hereto. 2. "Assessments" means the assessments for which all Owners are obligated to the Association and includes "Individual Lot Assessments," "Benefited Assessments," and "Special Assessments" (as such terms are defined in the Declaration) and any and all other assessments which are levied by the Association in accordance with the Governing Documents. 3. "Association" means the Bella Tesoro An Esplanade Community Association, Inc., a Florida corporation not for profit, its successors and assigns, existing pursuant to the Articles, which Association is responsible for the ownership, maintenance, and preservation of the Common Area, the enforcement of the Governing Documents, and administration and operation of the Association as provided in this Declaration. The "Association" is NOT a condominium association and is not intended to be governed by Chapter 718, Florida Statutes (the Condominium Act). 4. `Board"means the Board of Directors of the Association. 5. "Bylaws"means the Bylaws of the Association and any amendments thereto. 6. "Common Area" means the property defined as "Common Area" in the Declaration. 7. "County"means Collier County,Florida. 8. "Declarant" means Taylor Morrison of Florida, Inc., a Florida corporation, and any successor or assign thereof to which Taylor Morrison of Florida, Inc., specifically assigns all or part of the rights of Declarant under the Declaration by an express written assignment, 1 36841474.6 whether recorded in the Public Records of the County or not. The written assignment may give notice as to which rights of Declarant are to be exercised and as to which portion of the "Property" (as defined in the Declaration). In any event, any subsequent declarant shall not be liable for any default or obligations incurred by any prior declarant, except as may be expressly assumed by the subsequent declarant. Whether or not specifically stated, any Person who at any time holds the rights of Declarant hereunder and subsequently transfers or assigns the rights of Declarant to another Person shall be afforded the same protection with respect to matters arising during its tenure as Declarant as the predecessor Declarant would have if it were still Declarant. 9. "Declaration" means the Declaration of Covenants, Conditions, Restrictions and Easements for Esplanade by the Islands, which is intended to be recorded amongst the Public Records of the County, and any amendments thereto. 10. "Director"means a member of the Board. 11. "Esplanade by the Islands" or "Community" means the planned development located in the County which encompasses the Property and is initially intended to comprise Homes and the Common Area,but subject to change in accordance with the Declaration. 12. "Governing Documents" means, in the aggregate, the Declaration, these Articles, the Bylaws, the Plat, and Additional Plat if any, and all of the instruments and documents referred to or incorporated therein including, but not limited to, any "Amendment(s)" and "Supplemental Declaration(s)"(as such terms are defined in the Declaration). 13. "HOA Act" means the Homeowners' Association Act, Chapter 720, Florida Statutes, as amended through the date the Declaration is recorded amongst the Public Records of the County. 14. "Home" means a residential dwelling unit constructed within Esplanade by the Islands which is designed and intended for use and occupancy as a residence for a single family. The term"Home" shall include the"Lot" as defined below. 15. "Lot" means any parcel of land within Esplanade by the Islands as shown on the Plat or any Additional Plat (as defined in the Declaration) upon which a Home is permitted to be constructed, together with the improvements thereon and any portion of the land within Esplanade by the Islands that is declared to be a Lot by a Supplemental Declaration and is not subsequently withdrawn from the provisions of the Declaration by a Supplemental Declaration_ For purposes of Individual Lot Assessments, a Lot is either a Completed Lot or an Incomplete Lot. 16. "Member"means a member of the Association. 17. "Operating Expenses" means the expenses for which Owners are liable to the Association as described in the Governing Documents and include, but are not limited to, the costs and expenses incurred by the Association in owning, administering, operating,maintaining, financing, repairing, managing or leasing, but not reconstructing, replacing or improving, the 2 36841474.6 Common Area and improvements thereon and all costs and expenses incurred by the Association in carrying out its powers and duties hereunder or under any other Governing Documents. 18. "Owner" means the record owner, whether one (1) or more persons or entities, of the fee simple title to any Lot, Villa Unit, or Condominium Unit within Esplanade by the Islands, and includes Declarant for as long as Declarant owns fee simple title to a Lot or Condominium Unit, but excluding therefrom those having such interest as security for the performance of an obligation (e.g., a Mortgagee). Unless otherwise defined herein, the terms defined in the Declaration are incorporated herein by reference and shall appear in initial capital letters each time such terms appears in these Articles. ARTICLE II NAME The name of this corporation shall be BELLA TESORO AN ESPLANADE COMMUNITY ASSOCIATION, INC., a Florida corporation not for profit. The Association's initial principal office and mailing address shall be at 28100 Bonita Grande Drive, Bonita Springs,Florida 34135. ARTICLE III PURPOSES The purpose for which the Association is organized is to take title to, operate, administer, finance, insure, repair, replace, manage, lease, and maintain the Common Area in accordance with the terms of, and purposes set forth in, the Governing Documents and to carry out the covenants and enforce the provisions of the Governing Documents. ARTICLE IV POW ERS The Association shall have the following powers and shall be governed by the following provisions: A. The Association shall have all of the common law and statutory powers of a corporation not for profit B. The Association shall have all of the powers granted to the Association in the Governing Documents. All of the provisions of the Declaration and Bylaws which grant powers to the Association are incorporated into these Articles. C. The Association shall have all of the powers reasonably necessary to implement the purposes of the Association, including,but not limited to,the following: 1. To own and convey property. 3 36841474.6 2. To sue and be sued. 3. To perform any act required or contemplated by it under the Governing Documents. 4. To make, establish, amend, abolish (in whole or in part), and enforce reasonable rules and regulations governing the use of the Common Area. 5. To make, levy, and collect Assessments for the purpose of obtaining funds from its Members to pay Operating Expenses and other costs defined in the Declaration and costs of collection, and to use and expend the proceeds of Assessments in the exercise of the powers and duties of the Association. 6. To own, administer, maintain, finance, insure, repair, replace, manage, lease, and convey the Common Area in accordance with the Governing Documents. 7. To enforce by legal means the obligations of the Members and the provisions of the Governing Documents. 8. To employ personnel, retain independent contractors and professional personnel, and enter into service contracts to provide for the maintenance, operation, administration, financing, insuring, repairing, replacing, and management of the Common Area and to enter into any other agreements consistent with the purposes of the Association, including, but not limited to, agreements with respect to professional management of the Common Area and to delegate to such professional management certain powers and duties of the Association. 9. To enter into the Declaration and any amendments thereto and instruments referred to therein. 10. To provide, to the extent deemed necessary by the Board, any and all services and do any and all things which are incidental to or in furtherance of things listed above or to carry out the Association mandate to keep and maintain Esplanade by the Islands in a proper and aesthetically pleasing condition and to provide the Owners with services, amenities, controls, rules and regulations, and enforcement which will enhance the quality of life at Esplanade by the Islands. 11. To borrow money and to obtain such financing as is necessary to maintain, repair, and replace the Conmlon Area for which the Association has maintenance responsibility, all in accordance with the Declaration and, as security for any such loan, to collaterally assign the Association's right to collect and enforce Assessments levied for the purpose of repaying any such loan. 12. To operate, maintain, and manage the Surface Water and Storm Water Management System in a manner consistent with the requirements of the Water Management District Permit (as defined in the Declaration) and applicable rules; to assist in the enforcement 4 36841474.6 of the Declaration's provisions relating to the Surface Water and Storm Water Management System; and to levy and collect adequate Assessments against Owners for the cost of maintenance and operation of the Surface Water and Storm Water Management System. 13. Notwithstanding anything contained herein to the contrary, the Association shall be required to obtain the approval (at a duly called meeting of the Members at which a quorum is present) of three-fourths (3/4) of the all Members of the Association prior to the engagement of legal counsel by the Association for the purpose of suing, or making, preparing, or investigating any lawsuit, or commencing any lawsuit other than for the following purposes: (a) the collection of Assessments; (b) the collection of other charges which Owners are obligated to pay pursuant to the Governing Documents; (c) the enforcement of any applicable use and occupancy restrictions contained in the Governing Documents; (d) the enforcement of Association rules; (e) the enforcement of the architectural guidelines; (f) the enforcement of a contract entered into by the Association with vendors providing services to the Association; (g) dealing with an emergency when waiting to obtain the approval of the Members creates a substantial risk of irreparable injury to the Association, Common Area, or to Member(s) (the imminent expiration of a statute of limitations shall not be deemed an emergency obviating the need for the requisite vote of three-fourths (3/4)of the Members); and (h) filing a compulsory counterclaim. The costs of any legal proceedings initiated by the Association, which are not included in the above exceptions shall be financed by the Association only with monies that are collected for that purpose by Special Assessment(s) and the Association shall not borrow money, use reserve funds, or use monies collected for other Association obligations_ ARTICLE V MEMBERS AND VOTING The qualification of Members of the Association, the manner of their admission to Membership, the manner of the termination of such Membership and the manner of voting by Members shall be as follows: 5 36841474.6 A. Until such time as the first deed of conveyance of a Lot from Declarant to an Owner is recorded amongst the Public Records of the County ("First Conveyance"), the Membership of the Association shall be comprised solely of Declarant. Until the First Conveyance, Declarant shall be entitled to cast the one (1) and only vote on all matters requiring a vote of the Membership. B. Upon the First Conveyance, Declarant shall be a Member as to each of the remaining Lots until each such Lot is conveyed to another Owner, and thereupon and thereafter each and every Owner, including Declarant as to Lots owned by Declarant, shall be a Member and exercise all of the rights and privileges of a Member. C. Membership in the Association for Owners other than Declarant shall be established by the acquisition of ownership of fee simple title to a Lot as evidenced by the recording of an instrument of conveyance amongst the Public Records of the County. Where title to a Lot is acquired by conveyance from a party other than Declarant by means of sale, gift, inheritance, devise,judicial decree, or otherwise, the person, persons or entity thereby acquiring such Lot shall not be a Member unless or until such Owner shall deliver a true copy of a deed or other instrument of acquisition of title to the Association. D. The Association shall have four(4)classes of voting membership: 1. "Class A" Members shall be the Owners of detached single family Lots, with the exception of Declarant while Declarant is a"Class D Member", each of whom shall be entitled to one (1) vote for each detached single family Lot owned. Only Class A Members are entitled to vote on matters exclusively concerning the detached single family Lots. 2. "Class B" Members shall be the Owners of Condominium Units, with the exception of Declarant while Declarant is a "Class D Member", each of whom shall be entitled to one (1) vote for each Condominium Unit owned. Only Class B Members are entitled to vote on matters exclusively concerning the Condominium Units. 3. "Class C" Members shall be the Owners of Villa Units,with the exception of Declarant while Declarant is a "Class D Member", each of whom shall be entitled to one (1) vote for each Villa Unit owned. Only Class C Members are entitled to vote on matters exclusively concerning the Villa Units. 4. "Class D"Member shall be Declarant, who shall be entitled to three times the total number of votes of the Class A Members, the Class B Members, and the Class C Members, plus one (1). Class D membership shall cease and be converted to Class A membership, Class B membership, or Class C membership, as applicable, upon the earlier to occur of the following events ("Turnover Date"): (i) Three (3) months after the conveyance of ninety percent (90%) of the Lots by Declarant, as evidenced by the recording of instruments of conveyance of such Lots amongst the Public Records of the County; 6 36841474.6 (ii) upon the Class D Member abandoning or deserting its responsibility to maintain and complete the community as described in the Governing Documents; (iii) upon the Class D Member filing a petition seeking protection under Chapter 7 of the Federal Bankruptcy Code; (iv) upon the Class D Member losing title to the Property through a foreclosure action or the transfer of a deed in lieu of foreclosure, unless the successor owner has accepted an assignment of Declarant rights and responsibilities first arising after the date of such assignment; (v) upon a receiver for the Class D Member being appointed by a circuit court and not being discharged within 30 days after such appointment, unless the court determines within 30 days after such appointment that transfer of control would be detrimental to the Association or the Members; or (vi) at such time as Declarant shall designate in writing to the Association. On the Turnover Date, Class A Members, Class B Members, and Class C Members shall assume control of the Association and elect not less than a majority of the Board. Members other than Declarant are entitled to elect at least one (1)member of the Board when fifty percent (50%) of the Lots in all phases of Esplanade by the Islands which will ultimately be operated by the Association have been conveyed to Members. E. The designation of different classes of Membership are for purposes of establishing the number of votes applicable to certain Lots, and nothing herein shall be deemed to require voting solely by an individual class on any matter which requires the vote of Members, unless otherwise specifically set forth in the Governing Documents. F. No Member may assign, hypothecate or transfer in any manner his or her Membership in the Association except as an appurtenance to his or her Lot. G. Any Member who conveys or loses title to a Lot by sale, gift, devise, bequest, judicial decree or otherwise shall, immediately upon such conveyance or loss of title, no longer be a Member with respect to such Lot and shall lose all rights and privileges of a Member resulting from ownership of such Lot. H. There shall be only one (1) vote for each Lot, except for the Class D Member as set forth herein. If there is more than one(1) Member with respect to a Lot as a result of the fee interest in such Lot being held by more than one (1) person, such Members collectively shall be entitled to only one (1) vote. The vote of the Owners of a Lot owned by more than one (1) natural person or by a corporation or other legal entity shall be cast by the person named (the "Voting Member") in a voting certificate signed by all of the Owners of the Lot, or, if 7 36841474.6 appropriate, by properly designated officers, partners or principals of the respective legal entity and filed with the Secretary of the Association, and such voting certificate shall be valid until revoked by a subsequent voting certificate. If such a voting certificate is not filed with the Secretary of the Association,the vote of such Lot shall not be considered for a quorum or for any other purpose. Notwithstanding the foregoing provisions, whenever any Lot is owned by a husband and wife they may, but shall not be required to, designate a Voting Member. In the event a voting certificate designating a Voting Member is not filed by the husband and wife,the following provisions shall govern their right to vote: 1. When both are present at a meeting, each shall be regarded as the agent and proxy of the other for purposes of casting the vote for each Lot owned by them. In the event they are unable to concur in their decision upon any topic requiring a vote, they shall lose their right to vote on that topic at that meeting,but shall count for purposes of establishing a quorum. 2_ When only one (1) spouse is present at a meeting, the person present may cast the Lot vote without establishing the concurrence of the other spouse, absent any prior written notice to the contrary by the other spouse. In the event of prior written notice to the contrary to the Association by the other spouse, the vote of said Tot shall not he considered, hut shall count for purposes of establishing a quorum. 3. When neither spouse is present, the person designated in a "Proxy" (as defined in the Bylaws) signed by either spouse may cast the Lot vote, when voting by Proxy is allowed, absent any prior written notice to the contrary to the Association by the other spouse or the designation of a different Proxy by the other spouse. In the event of prior written notice to the contrary to the Association or the designation of a different Proxy by the other spouse, the vote of said Lot shall not be considered,but shall count for purposes of establishing a quorum. T_ A quorum shall consist of persons entitled to cast at least twenty percent (20%) of the total number of votes of the Members. ARTICLE VI TERM The term for which this Association is to exist shall be perpetual. However, in the event of the termination, dissolution or final liquidation of the Association, the Surface Water and Storm Water Management System will be transferred to and maintained by one of the entities identified in the Water Management District's Environmental Resource Permit Applicant's Handbook Volume T sections 12.3.1(a) through (f), who has the powers listed in sections 12.3.4(b)1 through 8, the covenants and restrictions required in sections 12.3.4(c)1 through 9, and the ability to accept responsibility for the operation and routine custodial maintenance of the Surface Water and Storm Water Management System described in sections 12.3.4(d)1 or 2 prior to its dissolution. ARTICLE VII 8 36841474.6 INCORPORATOR The name and address of the Incorporator of these Articles is: Thomas F. Coyle, Jr.. 200 East Broward Boulevard, Suite 1800, Fort Lauderdale, Florida 33301. ARTICLE VIII OFFICERS The affairs of the Association shall be managed by the President of the Association, assisted by the Vice President(s), Secretary and Treasurer, and, if any, by the Assistant Secretary(ies) and Assistant Treasurer(s), subject to the directions of the Board. Except for officers elected prior to the Turnover Date, officers must be Members, or the parents, children or spouses of Members. The Board shall elect the President, Secretary and Treasurer, and as many Vice Presidents, Assistant Secretaries and Assistant Treasurers as the Board shall, from time to time, determine. The President shall be elected from amongst the Membership of the Board, but no other officer need be a Director. The same person may hold two (2) or more offices, the duties of which are not incompatible; provided, however, the office of President and a Vice President shall not he held by the same person,nor shall the office of President and Secretary or Assistant Secretary or Treasurer or Assistant Treasurer be held by the same person. ARTICLE IX FIRST OFFICERS The names of the officers who are to serve until the first election of officers by the Board are as follows: President Nathan Stith Vice President Barbara Kininmonth Vice President/Secretary Carl Senica Vice President/Treasurer John Wollard ARTICLE X BOARD OF DIRECTORS A. The number of Directors on the first Board of Directors of the Association ("First Board")and the"Initial Elected Board"(as hereinafter defined) shall be no less than three(3)nor more than five (5) as determined by Declarant. The number of Directors elected by the Members subsequent to the "Declarant's Resignation Event" (as hereinafter defined) shall be an odd number of not less than five (5) nor more than seven (7), as the Board shall from time to time determine prior to each meeting at which Directors are to be elected. Except for 9 36841474.6 Declarant-appointed Directors, Directors must be Members or the parents, children or spouses or officers or directors of Members. There shall be only one (1)vote for each Director. B. The names and addresses of the persons who are to serve as Directors on the First Board are as follows: NAMES ADDRESSES Nathan Stith 551 N. Cattlemen Road, Suite 200 Sarasota, FL 34232 Carl Senica 551 N. Cattlemen Road, Suite 200 Sarasota, FL 34232 John Wollard 551 N. Cattlemen Road, Suite 200 Sarasota, FL 34232 Declarant reserves the right to replace and/or designate and elect successor Directors to serve on the First Board for so long as the First Board is to serve,as hereinafter provided. C. Declarant intends that Esplanade by the Islands, if and when ultimately developed, will contain approximately one thousand two hundred fifty (1,250) Homes ("Total Developed Homes"). For purposes of this paragraph, "Total Developed Homes" shall mean the approximately one thousand two hundred fifty (1,250) Lots which Declarant intends to develop in Esplanade by the Islands. Declarant expressly reserves the right as to the Property to (i) commence construction and development of the Property if and when Declarant desires; (ii) develop the Property (including the recreational facilities and amenities) upon such timetable as Declarant, in its sole discretion, chooses; and (iii) modify the plan of development of the Property (including, without limitation, the right to modify the site plan and/or master plan of Esplanade by the Islands, the right to change the recreational facilities and amenities, and the right to change the Home product types and number of Homes to he constructed within Esplanade by the Islands) in such manner as Declarant, in its sole discretion, chooses. Nothing contained herein shall be construed as obligating Declarant to construct Esplanade by the Islands according to the present plan of development or as obligating Declarant to declare any Additional Property to be Property. D. Upon the Turnover Date, the Members (other than Declarant) ("Purchaser Members") shall be entitled to elect not less than a majority of the Board. The election of not less than a majority of the Board by the Purchaser Members shall occur at a special meeting of the Membership to be called by the Board for such purpose ("Initial Election Meeting"). The First Board shall serve until the Initial Election Meeting. E. The Initial Election Meeting shall he called by the Association, through the Board, within sixty (60) days after the Purchaser Members are entitled to elect a majority of Directors as provided in Paragraph D hereof. A notice of meeting shall be forwarded to all Members in accordance with the Bylaws; provided, however, that the Members shall be given at 10 36841474.6 least fourteen (14) days' notice of such meeting. The notice shall also specify the number of Directors which shall be elected by the Purchaser Members and the remaining number of Directors designated by Declarant. F. At the Initial Election Meeting, Purchaser Members, the number of which may change from time to time, shall elect two (2) of the Directors, and Declarant, until the Declarant's Resignation Event, shall be entitled to (but not obligated to) designate one (1) Director (same constituting the "Initial Elected Board"). Declarant reserves and shall have the right, until the Declarant's Resignation Event, to name the successor, if any, to any Director it has so designated. G. The Board shall continue to be so designated and elected, as described in Paragraphs E and F above, at each subsequent "Annual Members' Meeting" (as defined in the Bylaws), until the Annual Members' Meeting following the Declarant's Resignation Event or until a Purchaser Member-elected Director is removed in the manner hereinafter provided. A Director (other than a Declarant-appointed Director) may be removed from office upon the affirmative vote of a majority of the voting interests of Members for any reason deemed to be in the best interests of the Members. A meeting of the Purchaser Members to so remove a Director (other than a Declarant-appointed Director) shall he held upon the written request of ten percent(10%)of the Members. H. Upon the earlier to occur of the following events ("Declarant's Resignation Event"), Declarant shall cause all of its designated Directors to resign: 1. When Declarant no longer holds at least five percent (5%) of the Total Developed Homes for sale in the ordinary course of business and all Lots sold by Declarant have been conveyed as evidenced by the recording of instruments of conveyance of such Lots amongst the Public Records of the County; or 2. When Declarant causes the voluntary resignation of all of the Directors designated by Declarant and does not designate replacement Directors. Upon Declarant's Resignation Event, the Directors elected by Purchaser Members shall elect a successor Director to fill the vacancy caused by the resignation or removal of Declarant's designated Director. This successor Director shall serve until the next Annual Members' Meeting and until his successor is elected and qualified. In the event Declarant's Resignation Event occurs prior to the Initial Election Meeting, the Initial Election Meeting shall be called in the manner set forth in Paragraph E of this Article X,and all of the Directors shall be elected by the Purchaser Members at such meeting. I. At each Annual Members' Meeting held subsequent to Declarant's Resignation Event, all of the Directors shall be elected by the Members. At the first Annual Members Meeting held after the Initial Election Meeting, a"staggered"term of office of the Board shall be created as follows: 11 36841474.6 1. a number equal to fifty percent (50%) of the total number of Directors rounded to the nearest whole number is the number of Directors whose term of office shall be established at two (2) years and the Directors serving for a two (2) year term will be the Directors receiving the most votes at the meeting; and 2. the remaining Directors' terms of office shall be established at one (1) year. At each Annual Members' Meeting thereafter, as many Directors of the Association shall he elected as there are Directors whose regular term of office expires at such time, and the term of office of the Directors so elected shall be for two (2) years, expiring when their successors are duly elected and qualified. J. The resignation of a Director who has been designated by Declarant or the resignation of an officer of the Association who has been elected by the First Board shall be deemed to remise, release, acquit, satisfy and forever discharge such officer or Director of and from any and all manner of action(s), cause(s) of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which the Association or Purchaser Members had, now have or will have or which any personal representative, successor, heir or assign of the Association or Purchaser Members hereafter can, shall or may have against said officer or Director for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the day of such resignation, except for such Director's or officer's willful misconduct or gross negligence. ARTICLE XI ' INDEMNIFICATION Each and every Director and officer of the Association shall be indemnified by the Association against all costs, expenses and liabilities, including attorney and paralegal fees at all trial and appellate levels and post judgment proceedings, reasonably incurred by or imposed upon him or her in connection with any negotiation, proceeding, arbitration, litigation or settlement in which he or she becomes involved by reason of his/her being or having been a Director or officer of the Association, and the foregoing provision for indemnification shall apply whether or not such person is a Director or officer at the time such cost, expense or liability is incurred. Notwithstanding the above, in the event of any such settlement, the indemnification provisions provided in this Article XI shall not be automatic and shall apply only when the Board approves such settlement and reimbursement for the costs and expenses of such settlement as being in the best interest of the Association, and in the event a Director or officer admits that he or she is or is adjudged guilty of willful misconduct or gross negligence in the performance of his or her duties, the indemnification provisions of this Article Xl shall not apply. The foregoing right of indemnification provided in this Article XI shall be in addition to and not exclusive of any and all rights of indemnification to which a Director or officer of the Association may be entitled under statute or common law. 12 36841474.6 ARTICLE XII BYLAWS The Bylaws shall be adopted by the First Board, and thereafter may be altered, amended or rescinded in the manner provided for in the Bylaws. In the event of any conflict between the provisions of these Articles and the provisions of the Bylaws, the provisions of these Articles shall control ARTICLE XIII AMENDMENTS A. Prior to the First Conveyance, these Articles may be amended only by an instrument in writing signed by Declarant and filed in the Office of the Secretary of State of the State of Florida. B. After the First Conveyance, and prior to the Turnover Date, these Articles may be amended solely by a majority vote of the Board, without the prior written consent of the Members, at a duly called meeting of the Board. C. After the Turnover Date,these Articles may he amended in the following manner: 1. (a) The Board shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of the Members, which may be at either the Annual Members' Meeting or a special meeting. Any number of proposed amendments may be submitted to the Members and voted upon by them at one(1)meeting. (b) Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each Member within the time and in the manner provided in the Bylaws for the giving of notice of meetings. (c) At such meeting, a vote of the Members shall be taken on the proposed amendment(s). The proposed amendment(s) shall be adopted upon receiving the affirmative vote of a majority of the total number of Members in the Association. 2. An amendment may be adopted by a written statement (in lieu of a meeting) signed by all Members and all members of the Board setting forth their intention that an amendment to the Articles be adopted. D. After the First Conveyance, these Articles may not be amended without the written consent of a majority of the members of the Board. E. Notwithstanding any provisions of this Article XIII to the contrary, these Articles shall not be amended in any manner which shall abridge, prejudice, amend or alter the rights of: (i) Declarant, without the prior written consent thereto by Declarant; and (ii) any "Institutional Mortgagee"(as such term is defined in the Declaration)without the prior written consent of such Institutional Mortgagee. 13 36841474.6 F. Notwithstanding the foregoing provisions of this Article XIII to the contrary, no amendment to these Articles shall be adopted which shall abridge, prejudice, amend or alter the rights of Declarant hereunder, including, but not limited to, Declarant's right to designate and select members of the First Board or otherwise designate and select Directors as provided in Article X hereof, nor shall any other amendment be adopted or become effective without the prior written consent of Declarant. G. Any instrument amending these Articles shall identify the particular article or articles being amended and shall provide a reasonable method to identify the amendment being made. A certified copy of each such amendment shall be attached to any certified copy of these Articles, and a copy of each amendment certified by the Secretary of State shall be recorded amongst the Public Records of the County. H. Article IV, Section C.12, may not be amended without the approval of eighty percent (80%)of all Members. ARTICLE XIV REGISTERED OFFICE AND REGISTERED AGENT The street address of the initial registered office of the Association is 1200 South Pine Island Road, Plantation, Florida 33324, and the initial registered agent of the Association at that address shall be NRAI Services, Inc. IN WITNESS WHEREOF, the Incorporator has hereunto affixed his signature, this 24th day of January,2020. THOMAS F. COYLE, JR., Incorporator 14 36841474.15 The undersigned hereby accepts the designation of Registered .Agent as set fOrth Article XIV of these Articles of Incorpomion,, and acknowledges that helshe is Third liar with.and accepts the obli,gations imposed upon registered agents 1.111ACT the .Florida Not For Profit Comoration Act, NRAI SERVICES, INC. Printe4iName:......... .Erj:it6Rahm Title: Asst Seereti-try to.NR.A I Dated: 104/2020 15 363414%A.;! EXHIBIT "E" BYLAWS OF BELLA TESORO AN ESPLANADE COMMUNITY ASSOCIATION, INC. Section 1. Identification of Association These are the Bylaws of Bella Tesoro An Esplanade Community Association, Inc. ("Association") as duly adopted by its Board of Directors ("Board"). The Association is a corporation not for profit, organized pursuant to Chapters 617 and 720, Florida Statutes. 1.1. The principal office and mailing address of the Association shall be for the present at 551 North Cattlemen Road, Suite 200, Sarasota, Florida 34232, and thereafter may be located at any place designated by the Board. 1.2. The fiscal year of the Association shall be the calendar year. 1.3. The seal of the Association shall bear the name of the Association,the word "Florida" and the words "Corporation Not For Profit." Section 2. Explanation of Terminology The terms defined in the Articles of Incorporation of the Association("Articles")as well as in the Declaration of Covenants,Conditions,Restrictions and Easements for Esplanade By The Islands ("Declaration") are incorporated herein by reference and shall appear in initial capital letters each time such terms appear in these Bylaws. Section 3. Membership; Members' Meetings; Voting and Proxies 3.1. The qualification of Members,the manner of their admission to membership in the Association,the manner of termination of such membership and the voting by Members shall be as set forth in the Articles. 3.2. The Members shall meet annually("Annual Members'Meeting").The Annual Members' Meeting shall be held at the office of the Association or at such other place in the County as the Board may determine and on such day and at such time as designated by the Board in the notice of such meeting commencing with the year following the year in which the Articles are filed with the Secretary of State. The purpose of the Annual Members'Meeting shall be to hear reports of the officers, elect members of the Board (when that shall be appropriate as determined by the provisions of the Articles)and transact any other business authorized to be transacted at such Annual Members' Meeting. 1 36877589.5 3.3. Special meetings(meetings other than the Annual Members'Meeting)of the Members shall be held at any place within the County whenever called by the President or Vice President or by a majority of the Board. A special meeting must be called by such President or Vice President upon receipt of a written request from Members having the right to vote at least one-third (1/3)of the total number of votes entitled to be cast by Members at any such special meeting,except as provided for recall of Directors in Article X, Section G of the Articles. 3.4. Except as otherwise provided in the Articles, a written notice of each Members' meeting, whether an Annual Members' Meeting or a special meeting (collectively "Meeting"),shall be given to each Member entitled to vote thereat at the address of the Home owned by such Owner, or such other address as the Owner shall notify the Association of in writing and shall be mailed to the said address not less than fourteen(14)days nor more than forty-five(45)days prior to the date of the Meeting. Proof of such mailing shall be given by the affidavit of the person giving the notice. Any notice given hereunder shall state the time and place of the Meeting and the purposes for which the Meeting is called. The notices of all Annual Members' Meetings shall, in addition, specify the number of Directors of the Association to be designated by Declarant and the number of Directors to be elected by the Members, if applicable. Notwithstanding any provisions hereof to the contrary,notice of any Meeting may be waived before,during or after such Meeting by a Member or by the person entitled to vote for such Member by signing a document setting forth the waiver of such notice. 3.5. The Members may,at the discretion of the Board,act by written response in lieu of a Meeting provided written notice of the matter or matters to be agreed upon is given to the Members or duly waived in accordance with the provisions of these Bylaws. Unless some greater number is required under the Governing Documents and except as to the election of Directors,which shall be accomplished by plurality vote,the decision of a majority of the votes cast by Members as to the matter or matters to be agreed or voted upon shall be binding on the Members provided a quorum is either present at such Meeting or submits a response if action is taken by written response in lieu of a Meeting,as the case may be. The notice with respect to actions to be taken by written response in lieu of a Meeting shall set forth the time period during which the written responses must be received by the Association. 3.6. (a) A quorum of the Members shall consist of Members entitled to cast twenty percent (20%) of the total number of votes of the Members. A quorum of any class of Members shall consist of Members of such class entitled to cast twenty percent(20%)of the total number of votes of the class. Limited"Proxies" and general "Proxies" (as hereinafter defined in Paragraph 3.10)may be used to establish a quorum. (b) When a quorum is present at any Meeting and a question which raises the jurisdiction of such Meeting is presented,the holders of a majority of the voting rights present in person or represented by written Proxy shall be required to decide the question. However, if the question is one upon which a vote other than the majority vote of a quorum is required by express provision of the Governing Documents or by law, then such express provision shall govern and control the required vote on the decision of such question. 2 36877589.5 3.7. At any Annual Members' Meeting when elections of Directors are to occur, written ballots are to be supplied to Members for such purposes. The Board shall adopt a procedure to be followed for each election,which procedure shall specify if nominations for Directors shall be submitted before the meeting so that absentee ballots may be used or if nominations for Directors will be taken at the Meeting and in which case absentee ballots may not be used. Members may not vote for Directors by Proxy, but Proxies may be used to establish a quorum. Furthermore, at any Annual Members' Meeting at which Directors are to be elected, the "Chairman" (as hereinafter defined in Paragraph 7.2)shall appoint an"Election Committee"consisting of three(3)Members to supervise the election, count and verify ballots, disqualify votes if such disqualification is justified under the circumstances and certify the results of the election to the Board. The Election Committee shall be able to determine questions within its jurisdiction by plurality vote of all three(3)members, but matters resulting in deadlocked votes of the Election Committee shall be referred to the entire Board for resolution. 3.8. If a quorum is not in attendance at a Meeting,the Members who are present, either in person or by Proxy, may adjourn the Meeting from time to time until a quorum is present with no further notice of such adjourned Meeting being required unless otherwise determined by the Board. 3.9. Minutes of all Meetings shall be kept in a businesslike manner and be available for inspection by the Members and Directors at all reasonable times. The Association shall retain minutes for at least seven(7)years subsequent to the date of the meeting the minutes reflect. 3.10. Voting rights of Members shall be as stated in the Articles with respect to the election of all Boards other than the First Board. Such votes may be cast in person or by Proxy. Proxies may also be used to vote on other agenda items at meetings at which Directors are to be elected, and may also be used to establish a quorum. "Proxy" is defined to mean an instrument containing the appointment of a person who is substituted in the place and stead of the person or authorized representative of an entity entitled to vote. Proxies shall be in writing signed by the person or authorized representative of an entity giving the same and shall be valid only for the particular Meeting designated therein and, if so stated in the Proxy, any adjournments thereof, provided,however,any proxy automatically expires ninety(90)days after the date of the meeting for which it was originally given. A Proxy must be filed with the Secretary of the Association before the appointed time of the Meeting in order to be valid. Any Proxy may be revoked prior to the time a vote is cast in accordance with such Proxy. Section 4. Board; Directors' Meetings 4.1. The business and administration of the Association shall be by its Board. 4.2. The election and,if applicable,designation of Directors shall be conducted in accordance with the Articles. Except for Declarant-appointed Directors,Directors must be Members or the parents, children or spouses of Members except that if a Lot is owned by an entity and not an 3 36877589.5 individual,such entity may only appoint a partner,shareholder,member,manager,director or officer of such entity or any of its constituent entities on its behalf to be eligible to serve on the Board. 4.3. (a) Any person elected or designated as a Director shall have all the rights, privileges, duties and obligations of a Director of the Association. (b) The term of a Director's service shall be as stated in the Articles and,if not so stated, shall extend until the next Annual Members' Meeting and thereafter until his or her successor is duly elected and qualified or until he or she resigns or is removed in the manner elsewhere provided. 4.4. The organizational meeting of a newly elected Board shall be held within ten (10) days of its election at such place and time as shall be fixed by the Directors at the meeting at which they were elected. Provided the organizational meeting is held directly following the Annual Members' Meeting, no further notice of the organizational meeting shall be necessary; if not, however, notice of the organizational meeting shall be given in accordance with the HOA Act. 4.5. Regular meetings of the Board may be held at such times and places in the County as shall be determined from time to time by a majority of the Directors. Special meetings of the Board may be called at the discretion of the President or the Vice President. Special meetings must be called by the Secretary at the written request of at least one-third(1/3)of the Directors. Any such special meeting may be held in the County at such time and place as determined by the Directors requesting such meeting or in such other place as all of the Directors shall agree upon. 4.6. Notice of the time and place of regular and special meetings of the Board,or adjournments thereof, shall be given to each Director personally, or by mail, telephone or electronically transmitted if correctly directed to an electronic mail address at which the Director has consented to receive notice at least three (3) days prior to the day named for such meeting unless such notice is waived before, during or after such meeting. Any Director may waive notice of the meeting in writing before,during or after a meeting and such waiver shall be deemed equivalent to the receipt of notice by such Director. 4.7 Notice of all Board meetings shall be given to the members in accordance with the HOA Act. 4.8. A quorum of the Board shall consist of the Directors entitled to cast a majority of the votes of the entire Board. Matters approved by a majority of the Directors present at a meeting at which a quorum is present shall constitute the official acts of the Board, except as may be otherwise specifically provided by law,by the Articles or elsewhere herein. If at any meeting of the Board there shall be less than a quorum present, the majority of those present may adjourn the meeting from time to time until a quorum is present. At any meeting that takes place on account of a previously adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted. In the case of the adjournment of a meeting,no further notice of the adjourned meeting need be given unless otherwise determined by the Board. 4 36877589.5 4.9. The presiding officer at all Board meetings shall be the President. In the absence of the President, the Directors shall designate any one of their number to preside. 4.10. Directors' fees, if any, shall be determined by the Members. 4.11. Minutes of all meetings of the Board shall be kept in a businesslike manner and be available for inspection by Members and Directors at all reasonable times. 4.12. The Board shall have the power to appoint an"Executive Committee(s)"of the Board consisting of not less than three(3)Directors. An Executive Committee(s)shall have and exercise such powers of the Board as may be delegated to such Executive Committee(s) by the Board. 4.13. Meetings of the Board shall be open to all Members on such terms as the Board may determine but at all times pursuant to, and as limited by,the HOA Act. The Board may also hold closed meetings to the extent permitted by applicable law, including, by way of example but not by way of limitation, when the discussion at a meeting is governed by attorney-client privilege. Members shall have the right to participate in meetings with reference to all designated agenda items in accordance with, and as limited by, the HOA Act and any rules and regulations promulgated by the Association. In the event a Member conducts himself or herself in a manner detrimental to the carrying on of the meeting, then any Director may expel said Member from the meeting by any reasonable means which may be necessary to accomplish said Member's expulsion. Also,any Director shall have the right to exclude from any meeting of the Board any person who is not able to provide sufficient proof that he or she is a Member or a duly authorized representative, agent or proxy holder of a Member, unless said person has been specifically invited by any of the Directors to participate in such meeting. 4.14. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, specifically setting forth the action to be taken, shall be signed by all the Directors entitled to vote with respect to the subject matter thereof and such consent shall have the same force and effect as a unanimous vote of the Directors, provided, however, whenever assessments are to be considered,they may be considered only at a meeting of the Directors properly noticed in accordance with the HOA Act. Section 5. Powers and Duties of the Board 5.1. All of the powers and duties of the Association shall be exercised by the Board. Such powers and duties of the Board shall include, but not be limited to, all powers and duties set forth in the Governing Documents,as well as all of the powers and duties of a director of a corporation not for profit not inconsistent therewith. 5.2. The Association may employ a manager to perform any of the duties,powers or functions of the Association. Notwithstanding the foregoing,the Association may not delegate to 5 36877589.5 the manager the power to conclusively determine whether the Association should make expenditures for capital additions or improvements chargeable against the Association funds. The members of the Board shall not be personally liable for any omission or improper exercise by the manager of any duty, power or function delegated to the manager by the Association. Section 6. Late Fees An Owner who fails to timely pay any Assessments shall be charged a late charge of Twenty-Five and No/100 Dollars($25.00)or five percent(5%)of the past due amount,whichever is greater,by the Association for such late Assessments,or such other amount determined by the Board to be charged for late payment of Assessments. This amount is subject to change in the Board's sole discretion. In addition, any party who fails to pay any Assessment within ten(10) days of the due date shall be charged interest thereon from the date due until paid at 18%per annum. Owners shall be responsible to pay all Legal Fees incurred in connection with the collection of late Assessments whether or not an action at law to collect said Assessment and foreclose the Association's lien has been commenced. Section 7. Officers of the Association 7.1. Executive officers of the Association shall be the President, who shall be a Director, one or more Vice Presidents, a Treasurer and a Secretary, all of whom shall be elected annually by the Board. Any officer may be removed without cause from office by vote of the Directors at any meeting of the Board. The Board may, from time to time,elect such other officers and assistant officers and designate their powers and duties as the Board shall find to be required to manage the affairs of the Association. One person may hold any two offices simultaneously,except when the functions of such offices are incompatible,but no person shall hold the office of President and any of the following offices simultaneously: Vice President,Secretary or Assistant Secretary or Treasurer or Assistant Treasurer. 7.2. The President shall be the chief executive officer of the Association. He or She shall have all of the powers and duties which are usually vested in the office of the President of an association or a corporation not for profit,including,but not limited to,the power to appoint such committees from among the Members at such times as he or she may, in his or her discretion, determine appropriate to assist in the conduct of the affairs of the Association. If in attendance,the President ("Chairman") shall preside at all meetings of the Board and the Members; provided, however,that the President may appoint a substitute. 7.3. In the absence or disability of the President,the Vice President shall exercise the powers and perform the duties of the President. If there is more than one(1)Vice President,the Board shall designate which Vice President is to perform which duties. The Vice President(s)shall also generally assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Board. In the event there shall be more than one Vice President elected by the Board,then they shall be designated as"First Vice President","Second Vice President",etc.,and shall exercise the powers and perform the duties of the presidency in such order. 6 36877589.5 7.4. The Secretary shall keep the minutes of all meetings of the Board and the Members, which minutes shall be kept in a businesslike manner and be available for inspection by Members and Directors at all reasonable times. The Secretary shall have custody of the seal of the Association and affix the same to instruments requiring such seal when duly authorized and directed to do so. The Secretary shall be custodian for the corporate records of the Association,except those of the Treasurer, and shall perform all of the duties incident to the office of Secretary of the Association as may be required by the Board or the President. The Assistant Secretary,if any,shall perform the duties of the Secretary when the Secretary is absent and shall assist the Secretary under the supervision of the Secretary. 7.5. The Treasurer shall have custody of all of the monies of the Association, including funds,securities and evidences of indebtedness. The Treasurer shall keep the assessment rolls and accounts of the Members and shall keep the books of the Association in accordance with good accounting practices and he or she shall perform all of the duties incident to the office of the Treasurer. The Assistant Treasurer, if any, shall perform the duties of the Treasurer when the Treasurer is absent and shall assist the Treasurer under the supervision of the Treasurer. 7.6. The compensation, if any, of the officers and other employees of the Association shall be fixed by the Board. This provision shall not preclude the Board from hiring a Director as an employee of the Association or preclude contracting with a Director or a party affiliated with a Director for the management or performance of contract services for all or any part of Esplanade By The Islands . Section 8. Resignations Any Director or officer may resign his or her post at any time by written resignation, delivered to the President or Secretary,which shall take effect upon its receipt unless a later date is specified in the resignation, in which event the resignation shall be effective from such date unless withdrawn. The acceptance of a resignation shall not be required to make it effective. The conveyance of all Lots owned by any Director or officer(other than appointees of Declarant) shall constitute a written resignation of such Director or officer. Section 9. Accounting Records; Fiscal Management 9.1. The Association shall prepare financial reports and maintain accounting records in accordance with the HOA Act. The accounting records of the Association shall be open to inspection by Members and Institutional Mortgagees or their respective authorized representatives at reasonable times and in accordance with, but subject to the limitations of, the HOA Act. Such authorization as a representative of a Member must be in writing and signed by the person giving the authorization and dated within sixty (60) days of the date of the inspection. Such records shall include,but not be limited to: (i)a record of all receipts and expenditures;(ii)an account for each Lot within Esplanade By The Islands which shall designate the name and address of the Owner thereof,the amount of Individual Lot Assessments and all other Assessments,if any,charged to the 7 36877589.5 Lot, the amounts and due dates for payment of same, the amounts paid upon the account and the dates paid,and the balance due;(iii)any tax returns,financial statements and financial reports of the Association; and (iv) any other records that identify, measure, record or communicate financial information. 9.2. The Board shall adopt a Budget (as defined and provided for in the Declaration) of the anticipated Operating Expenses for each forthcoming calendar year(the fiscal year of the Association being the calendar year) at a special meeting of the Board ("Budget Meeting") called for that purpose to be held prior to the end of the fiscal year preceding the year to which the Budget applies. Prior to the Budget Meeting, a proposed Budget for the Operating Expenses shall be prepared by or on behalf of the Board. Within thirty(30)days after adoption of the Budget,a copy thereof shall be furnished to each Member,upon request,and each Owner shall be given notice of the Individual Lot Assessment and Benefited Assessment(s)applicable to his or her Lot(s). The copy of the Budget, if requested, shall be deemed furnished and the notice of the Individual Lot Assessment and Benefited Assessment(s)shall be deemed given upon its delivery or upon its being mailed to the Owner at the address of the Home owned by such Owner,or such other address as the Owner shall notify the Association of in writing. 9.3. In administering the finances of the Association, the following procedures shall govern: (i) the fiscal year shall be the calendar year; (ii) any monies received by the Association in any calendar year may be used by the Association to pay expenses incurred in the same calendar year; (iii)there shall be apportioned between calendar years on a pro rata basis any expenses which are prepaid in any one calendar year for Operating Expenses which cover more than such calendar year;(iv)Assessments shall be made quarterly in amounts no less than are required to provide funds in advance for payment of all of the anticipated current Operating Expenses and for all unpaid Operating Expenses previously incurred;and(v) items of Operating Expenses incurred in a calendar year shall be charged against income for the same calendar year regardless of when the bill for such expenses is received. Notwithstanding the foregoing, the Assessments for Operating Expenses and any periodic installments thereof shall be of sufficient magnitude to insure an adequacy and availability of cash to meet all budgeted expenses in any calendar year as such expenses are incurred in accordance with the accrual basis method of accounting. 9.4. Individual Lot Assessments, and Benefited Assessments and Special Assessments shall be payable as provided in the Declaration. 9.5. No Board shall be required to anticipate revenue from Assessments or expend funds to pay for Operating Expenses not budgeted or which shall exceed budgeted items, and no Board is required to engage in deficit spending. Should there exist any deficiency which results from there being greater Operating Expenses than monies from Assessments,then such deficits shall be carried into the next succeeding year's Budget as a deficiency or shall be the subject of a Special Assessment or an upward adjustment to the Individual Lot Assessment. 9.6. The depository of the Association shall be such bank or banks as shall be designated from time to time by the Board in which the monies of the Association shall be deposited. 8 36877589.5 Withdrawal of monies from such account shall be only by checks signed by such persons as are authorized by the Board. 9.7. A report of the accounts of the Association shall be made in compliance with the financial reporting requirements set forth in the HOA Act. Section 10. Rules and Regulations The Board may at any meeting of the Board adopt rules and regulations or amend,modify or rescind,in whole or in part,then existing rules and regulations for the operation of Esplanade By The Islands ; provided, however, that such rules and regulations are not inconsistent with the terms or provisions of the Governing Documents. Copies of any rules and regulations promulgated,amended or rescinded shall be mailed or delivered to all Members at the last known address for such Members as shown on the records of the Association at the time of such delivery or mailing and shall not take effect until forty-eight (48) hours after such delivery or mailing, or, in the event both forms of notification are used,whichever is later. Notwithstanding the foregoing,when rules and regulations are to regulate the use of a specific portion of the Common Area,same shall be conspicuously posted at such facility and such rules and regulations shall be effective immediately upon such posting. Care shall be taken to insure that posted rules and regulations are conspicuously displayed and easily readable and that posted signs or announcements are designed with a view toward protection from weather and the elements. Posted rules and regulations which are torn down or lost shall be promptly replaced. Section 11. Parliamentary Rules The then latest edition of Robert's Rules of Order shall govern the conduct of all meetings of the Members and the Board;provided,however,if such rules of order are in conflict with any of the Governing Documents, Robert's Rules of Order shall yield to the provisions of such instrument. Section 12. Roster of Owners Each Owner shall file with the Association a copy of the deed or other document showing his or her ownership of a Lot in Esplanade By The Islands . The Association shall maintain a roster of Owners as part of its official records,containing the personal contact information for all Owners in Esplanade By The Islands ("Roster of Owners"). The use of the Roster of Owners, including all such personal contact information contained therein, is restricted to only matters affecting the Association. Any other use is strictly prohibited and shall be deemed misuse of the official records of the Association. Each Owner contacted as a result of such misuse shall be deemed a separate violation,and any Owner in violation of the proper use of the Roster of Owners shall be subject to a fine or fines imposed by the Association, pursuant to Article VII, Section 7.4 of the Declaration. Section 13. Amendment of the Bylaws 13.1. These Bylaws may be amended as hereinafter set forth in this Section 13. 9 36877589.5 13.2. After the Turnover Date, any Bylaw of the Association may be amended or repealed, and any new Bylaw of the Association may be adopted by either: (i) a majority vote of the Members at any Annual Members'Meeting or any special meeting of the Members called for that purpose or by majority action of the Members who have acted by written response in lieu of a Meeting as permitted by these Bylaws; or (ii) by the affirmative vote of a majority of the Directors then in office at any regular meeting of the Board or at any special meeting of the Board called for that purpose or by written instrument signed by all of the Directors as is permitted by these Bylaws,provided that the Directors shall not have any authority to adopt, amend or repeal any Bylaw if such new Bylaw or such amendment or the repeal of a Bylaw would be inconsistent with any Bylaw previously adopted by the Members. 13.3. Notwithstanding any of the foregoing provisions of this Section 13 to the contrary,until the Turnover Date,all amendments or modifications to these Bylaws and adoption or repeal of Bylaws shall only be made by action of the First Board as described in the Articles,which First Board shall have the power to amend, modify, adopt and repeal any Bylaws without the requirement of any consent, approval or vote of the Members. 13.4. Notwithstanding the foregoing provisions of this Section 13,there shall be no amendment to these Bylaws which shall abridge, prejudice, amend or alter the rights of: (i) Declarant,without the prior written consent thereto by Declarant;or(ii)any Institutional Mortgagee (as said term is defined in the Declaration) without the prior written consent of such Institutional Mortgagee; ;nor shall any other amendment to these Bylaws be adopted or become effective without the prior written consent of Declarant for so long as Declarant holds either a leasehold interest in or title to at least one (1) Lot. 13.5. Any instrument amending, modifying, repealing or adding Bylaws shall identify the particular section or sections affected and give the exact language of such modification, amendment or addition or of the provisions repealed. A copy of each such amendment, modification,repeal or addition attested to by the Secretary or Assistant Secretary of the Association shall be recorded amongst the Public Records of the County. Section 14. Mediation Pursuant to the HOA Act, mandatory mediation before the Department of Business and Professional Regulation ("Department") shall be required prior to institution of court litigation for disputes involving certain actions or inactions, as described therein. 10 36877589.5 Section 15. Recall of Board Members and Election Disputes Pursuant to the HOA Act, mandatory binding arbitration before the Department shall be required for election disputes and disputes involving the recall of any member of the Board. Any member of the Board may be recalled and removed from office as provided for and described in the HOA Act. Section 16. Interpretation In the case of any conflict between the Articles and these Bylaws,the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws,the Declaration shall control; and in the event of any conflict between the Articles and the Declaration, the Declaration shall control. Section 17. Notice and Hearing Procedure. In those instances which specifically provide an Owner the right of Notice and a Hearing,the following procedures and provisions shall apply: A. Notice. The Association shall notify the Owner in writing of the noncompliance and set forth the corrective action to be taken. A fine or suspension of use rights may not be imposed without notice of at least fourteen(14)days to the Owner sought to be fined or suspended and an opportunity for a hearing before a committee of at least three (3) members appointed by the Board who are not officers, directors, or employees of the Association, or the spouse,parent,child,brother or sister of an officer,director,or employee of the Association. If the committee,by majority vote,does not approve a proposed fine or suspension,it may not be imposed. At the Association's option, any fine may be levied on a daily basis in the event of a continuing violation without the necessity of a new hearing and without any limitation on the amount of such fine. B. Hearing. Should the Owner still be in noncompliance, the noncompliance shall be presented to the Board after which the Board shall hear reasons why a fine should or should not be imposed. A written decision of the Board shall be submitted to the Owner,as applicable,not later than twenty-one (21)days after said meeting. C. Payment. A fine shall be paid not later than thirty(30)days after notice of the imposition of the fine. D. Fines. A fine shall be treated as an Assessment subject to the provisions of the collection of Assessments as otherwise set forth herein. All monies received from fines shall be allocated as directed by the Board, subject always to the provisions of the Declaration. E. Failure to Pay Assessments. Notice and Hearing as provided in Subparagraphs A and B above shall not be required with respect to the imposition of suspension of 11 36877589.5 use rights or fines upon any Owner because of such Owner's failure to pay Assessments or other charges when due. F. Access. Suspension of use rights to Common Areas shall not impair the right of an Owner or tenant of a Lot and/or Home to have vehicular and pedestrian ingress to and egress from such Lot and/or Home, including, but not limited to,the right to park. The foregoing Bylaws of Bella Tesoro An Esplanade Community Association, Inc., were adopted by the Board of Directors as of the date of filing the Articles of Incorporation for the Association. 12 36877589.5 EXHIBIT "F" SOUTH FLORIDA WATER MANAGEMENT DISTRICT PERMIT 36790551.8 SOUTH FLORIDA WATER MANAGEMENT DISTRICT ite%' \. ENVIRONMENTAL RESOURCE PERMIT NO. 11-00685-S-09 lire DATE ISSUED:November 30, 2018 PERMITTEE: TAYLOR MORRISON OF FLORIDA INC (See attached for Permittee addresses) F C C CREEK L L C F C C PRESERVE L L C PROJECT DESCRIPTION: This Environmental Resource Permit Modification authorizes an 813.64-acre residential development consisting of construction and operation of a 173.72-acre residential phase and conceptual approval for the remaining 639.92 acres for a project known as Estancia at Fiddlers Creek. PROJECT LOCATION: COLLIER COUNTY, SEC 13, 24 TWP 51S RGE 26E SEC 19 TWP 51S RGE 27E PERMIT See Special Condition No:1. DURATION: This is to notify you of the District's agency action for Permit Application No. 181009-16, dated October 9, 2018. This action is taken pursuant to the provisions of Chapter 373, Part IV, Florida Statues(F.S). Based on the information provided, District rules have been adhered to and an Environmental Resource Permit is in effect for this project subject to: 1. Not receiving a filed request for a Chapter 120,Florida Statutes,administrative hearing. 2. the attached 18 General Conditions (See Pages: 2-4 of 8), 3. the attached 26 Special Conditions(See Pages: 5-8 of 8)and 4. the attached 3 Exhibit(s) Should you object to these conditions, please refer to the attached "Notice of Rights"which addresses the procedures to be followed if you desire a public hearing or other review of the proposed agency action. Please contact this office if you have any questions concerning this matter. If we do not hear from you in accordance with the"Notice of Rights,"we will assume that you concur with the District's action. CERTIFICATE OF SERVICE I HEREBY CERTIFY THAT this written notice has been mailed or electronically transmitted to the Permittee (and the persons listed in the attached distribution list) this 30th day of November, 2018, in accordance with Section 120.60(3), F.S. Notice was also electronically posted on this date through a link on the home page of the District's website (m .sfwmd.gov/ePermitting). BY: M issa M. Roberts, P.E Regulatory Administrator Ft Myers Service Center Page 1 of 8 PERMITTEE ADDRESSES : F C C Preserve L L C 8156 Fiddler'S Creek Parkway Naples FL 34114 F C C Creek L L C 8156 Fiddler'S Creek Parkway Naples FL 34114 Taylor Morrison Of Florida Inc 551 N. Cattlemen Rd Suite 200 Sarasota FL 34232 Application No.: 1 81 00 9-1 6 Page 2 of 8 GENERAL CONDITIONS 1. All activities shall be implemented following the plans, specifications and performance criteria approved by this permit. Any deviations must be authorized in a permit modification in accordance with rule 62- 330.315, F.A.C.Any deviations that are not so authorized may subject the permittee to enforcement action and revocation of the permit under chapter 373, F.S. 2. A complete copy of this permit shall be kept at the work site of the permitted activity during the construction phase, and shall be available for review at the work site upon request by the Agency staff. The permittee shall require the contractor to review the complete permit prior to beginning construction. 3. Activities shall be conducted in a manner that does not cause or contribute to violations of state water quality standards. Performance-based erosion and sediment control best management practices shall be installed immediately prior to, and be maintained during and after construction as needed, to prevent adverse impacts to the water resources and adjacent lands. Such practices shall be in accordance with the State of Florida Erosion and Sediment Control Designer and Reviewer Manual (Florida Department of Environmental Protection and Florida Department of Transportation, June 2007), and the Florida Stormwater Erosion and Sedimentation Control Inspector's Manual (Florida Department of Environmental Protection, Nonpoint Source Management Section, Tallahassee, Florida, July 2008), which are both incorporated by reference in subparagraph 62-330.050(9)(b)5., F.A.C., unless a project-specific erosion and sediment control plan is approved or other water quality control measures are required as part of the permit. 4. At least 48 hours prior to beginning the authorized activities, the permittee shall submit to the Agency a fully executed Form 62-330.350(1), "Construction Commencement Notice," (November 16, 2016), (http://www.flrules.org/Gateway/reference.asp?No=Ref-02505), incorporated by reference herein, indicating the expected start and completion dates. A copy of this form may be obtained from the Agency, as described in subsection 62-330.010(5), F.A.C., and shall be submitted electronically or by mail to the Agency. However, for activities involving more than one acre of construction that also require a NPDES stormwater construction general permit, submittal of the Notice of Intent to Use Generic Permit for Stormwater Discharge from Large and Small Construction Activities, DEP Form 62-621.300(4)(b), shall also serve as notice of commencement of construction under this chapter and, in such a case, submittal of Form 62-330.350(1) is not required. 5. Unless the permit is transferred under rule 62-330.340, F.A.C., or transferred to an operating entity under rule 62-330.310, F.A.C., the permittee is liable to comply with the plans, terms, and conditions of the permit for the life of the project or activity. 6. Within 30 days after completing construction of the entire project, or any independent portion of the project, the permittee shall provide the following to the Agency, as applicable: 1. For an individual, private single-family residential dwelling unit, duplex, triplex, or quadruplex - "Construction Completion and Inspection Certification for Activities Associated with a Private Single- Family Dwelling Unit" [Form 62-330.310(3)]; or 2. For all other activities - "As-Built Certification and Request for Conversion to Operation Phase" [Form 62-330.310(1)]. 3. If available, an Agency website that fulfills this certification requirement may be used in lieu of the form. 7. If the final operation and maintenance entity is a third party: 1. Prior to sales of any lot or unit served by the activity and within one year of permit issuance, or within 30 days of as-built certification, whichever comes first, the permittee shall submit, as applicable, a copy of the operation and maintenance documents(see sections 12.3 thru 12.3.4 of Volume I) as filed with the Florida Department of State, Division of Corporations, and a copy of any easement, plat, or deed restriction needed to operate or maintain the project, as recorded with the Clerk of the Court in the County in which Application No.: 181009-16 Page 3 of 8 GENERAL CONDITIONS the activity is located. 2. Within 30 days of submittal of the as-built certification, the permittee shall submit"Request for Transfer of Environmental Resource Permit to the Perpetual Operation and Maintenance Entity" [Form 62- 330.310(2)] to transfer the permit to the operation and maintenance entity, along with the documentation requested in the form. If available, an Agency website that fulfills this transfer requirement may be used in lieu of the form. 8. The permittee shall notify the Agency in writing of changes required by any other regulatory agency that require changes to the permitted activity, and any required modification of this permit must be obtained prior to implementing the changes. 9. This permit does not: 1. Convey to the permittee any property rights or privileges, or any other rights or privileges other than those specified herein or in chapter 62-330, F.A.C.; 2. Convey to the permittee or create in the permittee any interest in real property; 3. Relieve the permittee from the need to obtain and comply with any other required federal, state, and local authorization, law, rule, or ordinance; or 4. Authorize any entrance upon or work on property that is not owned, held in easement, or controlled by the permittee. 10. Prior to conducting any activities on state-owned submerged lands or other lands of the state, title to which is vested in the Board of Trustees of the Internal Improvement Trust Fund, the permittee must receive all necessary approvals and authorizations under chapters 253 and 258, F.S. Written authorization that requires formal execution by the Board of Trustees of the Internal Improvement Trust Fund shall not be considered received until it has been fully executed. 11. The permittee shall hold and save the Agency harmless from any and all damages, claims, or liabilities that may arise by reason of the construction, alteration, operation, maintenance, removal, abandonment or use of any project authorized by the permit. 12. The permittee shall notify the Agency in writing: 1. Immediately if any previously submitted information is discovered to be inaccurate; and 2. Within 30 days of any conveyance or division of ownership or control of the property or the system, other than conveyance via a long-term lease, and the new owner shall request transfer of the permit in accordance with rule 62-330.340, F.A.C. This does not apply to the sale of lots or units in residential or commercial subdivisions or condominiums where the stormwater management system has been completed and converted to the operation phase. 13. Upon reasonable notice to the permittee, Agency staff with proper identification shall have permission to enter, inspect, sample and test the project or activities to ensure conformity with the plans and specifications authorized in the permit. 14. If prehistoric or historic artifacts, such as pottery or ceramics, projectile points, stone tools, dugout canoes, metal implements, historic building materials, or any other physical remains that could be associated with Native American, early European, or American settlement are encountered at any time within the project site area, the permitted project shall cease all activities involving subsurface disturbance in the vicinity of the discovery. The permittee or other designee shall contact the Florida Department of State, Division of Historical Resources, Compliance Review Section (DHR), at (850)245-6333, as well as the appropriate permitting agency office. Project activities shall not resume without verbal or written authorization from the Division of Historical Resources. If unmarked human remains are encountered, all work shall stop immediately and the proper authorities notified in accordance with section 872.05, F.S. For project Application No.: 181009-16 Page 4 of 8 GENERAL CONDITIONS activities subject to prior consultation with the DHR and as an alternative to the above requirements, the permittee may follow procedures for unanticipated discoveries as set forth within a cultural resources assessment survey determined complete and sufficient by DHR and included as a specific permit condition herein. 15. Any delineation of the extent of a wetland or other surface water submitted as part of the permit application, including plans or other supporting documentation, shall not be considered binding unless a specific condition of this permit or a formal determination under rule 62-330.201, F.A.C., provides otherwise. 16. The permittee shall provide routine maintenance of all components of the stormwater management system to remove trapped sediments and debris. Removed materials shall be disposed of in a landfill or other uplands in a manner that does not require a permit under chapter 62-330, F.A.C., or cause violations of state water quality standards. 17. This permit is issued based on the applicant's submitted information that reasonably demonstrates that adverse water resource-related impacts will not be caused by the completed permit activity. If any adverse impacts result, the Agency will require the permittee to eliminate the cause, obtain any necessary permit modification, and take any necessary corrective actions to resolve the adverse impacts. 18. A Recorded Notice of Environmental Resource Permit may be recorded in the county public records in accordance with subsection 62-330.090(7), F.A.C. Such notice is not an encumbrance upon the property. Application No.: 1 81 009-1 6 Page 5 of 8 SPECIAL CONDITIONS 1. The conceptual phase of this permit shall expire on November 30, 2038. The construction phase of this permit shall expire on November 30, 2023. 2. Operation and maintenance of the stormwater management system and preserve areas shall be the responsibility of FIDDLER'S CREEK COMMUNITY DEVELOPMENT DISTRICT # 2. Within one year of permit issuance or concurrent with the engineering certification of construction completion, whichever comes first, the permittee shall submit a copy of the recorded deed restrictions (or declaration of condominium, if applicable), a copy of the filed articles of incorporation, and a copy of the certificate of incorporation for the association. 3. Discharge Facilities: See Exhibit 2.0, Page 12 of 12 4. Lake side slopes shall be no steeper than 4:1 (horizontal:vertical) to a depth of two feet below the control elevation. Side slopes shall be nurtured or planted from 2 feet below to 1 foot above control elevation to insure vegetative growth, unless shown on the plans. 5. A stable, permanent and accessible elevation reference shall be established on or within one hundred (100) feet of all permitted discharge structures no later than the submission of the certification report. The location of the elevation reference must be noted on or with the certification report. 6. Minimum building floor elevation: See Exhibit 2.0, Page 3 of 12 7. Minimum road crown elevation: See Exhibit 2.0, Page 3 of 12 8. Minimum parking lot elevation: See Exhibit 2.0, Page 3 of 12 9. Prior to initiating construction activities associated with this Environmental Resource Permit (ERP), the permittee is required to hold a pre-construction meeting with field representatives, consultants, contractors, District Environmental Resource Compliance (ERC) staff, and any other local government entities as necessary. The purpose of the pre-construction meeting is to discuss construction methods, sequencing, best management practices, identify work areas, staking and roping of preserves where applicable, and to facilitate coordination and assistance amongst relevant parties. To schedule a pre-construction meeting, please contact ERC staff from the Fort Myers Service Center at (239) 338-2929 or via e-mail at: pre-con@sfwmd.gov. When sending a request for a pre-construction meeting, please include the application number, permit number, and contact name and phone number. 10. Prior to the commencement of construction, the perimeter of conservation areas shall be staked/roped/silt fenced to prevent encroachment into the protected areas. Using Global Positioning System (GPS) technology, the perimeter of the preserve area(s) shall be identified for future reference. The data shall be differentially corrected and accurate to less than a meter (+/- one meter or better). Electronic copies of the GPS data shall be provided to the District's Environmental Resource Compliance staff. The permittee shall notify the District's Environmental Resource Compliance staff in writing upon completion of staking/roping/silt fencing and schedule an inspection of this work. The staking/roping/silt fencing shall be subject to District staff approval. The permittee shall modify the staking/roping/silt fencing if District staff determines that it is insufficient or is not in conformance with the intent of this permit. Staking/roping/silt fencing shall remain in place until all adjacent construction activities are complete. 11. A preserve management plan for Estancia at Fiddler's Creek shall be implemented in accordance with Exhibit Nos. 3.1 and 3.2. The permittee shall create, enhance and preserve 39.20 acres of conservation easement areas. Application No.: 1 81 00 9-1 6 Page 6 of 8 SPECIAL CONDITIONS The backslopes of the berms adjacent to the preserves will be planted with Spartina bakerii as shown in Exhibit No. 2.0 12. If monitoring reports or other information show the preserved wetlands have been negatively affected by the permitted development in a manner that is irreversible(such as impounding the wetland and drowning the existing vegetation or a reduction in the hydroperiod resulting in the transition of wetlands into upland/transitional habitat), the permittee shall be required to submit a remediation plan within 30 days of notification by the District's Environmental Resource Compliance staff of such conditions. The remediation plan may include onsite or offsite mitigation as necessary to address any deficiences. 13. Endangered species, threatened species and/or species of special concern have been observed onsite and/or the project contains suitable habitat for these species. It shall be the permittee's responsibility to coordinate with the Florida Fish and Wildlife Conservation Commission and/or the U.S. Fish and Wildlife Service for appropriate guidance, recommendations and/or necessary permits to avoid impacts to listed species. 14. The wetland conservation areas and upland buffer zones and/or upland preservation areas shown on Exhibit(s) 2.0, 3.1, 3.3, and 3.4 may in no way be altered from their natural or permitted state. Activities prohibited within the conservation areas include, but are not limited to: (a) construction or placing of buildings, roads, signs, billboards or other advertising, utilities or other structures on or above the ground; (b) dumping or placing soil or material as landfill or dumping or placing of trash, waste, or unsightly or offensive materials; (c) removal or destruction of trees, shrubs, or other vegetation -with the exception of exotic and nuisance vegetation removal; (d)excavation, dredging, or removal of loam, peat, gravel, soil, rock, or other material substances in such manner as to affect the surface; (e) surface use except for purposes that permit the land or water area to remain predominantly in its natural condition; (f) activities detrimental to drainage, flood control, water conservation, erosion control, soil conservation, or fish and wildlife habitat preservation, including but not limited to ditching, diking or fencing; (g)acts or uses detrimental to such retention of land or water areas; and (h)acts or uses detrimental to the preservation of the structural integrity or physical appearance of sites or properties of historical, architectural, archaeological, or cultural significance. 15. The successful completion of the preserve restoration plan is heavily dependent on proper site grading as shown on Exhibit Nos. 2.0 and 3.1. Therefore, prior to demobilizing equipment from the site and prior to planting, the permittee shall provide an as-built survey in accordance with the work schedule identified as Exhibit No. 3.2 and schedule an inspection by District Environmental Resource Compliance staff to ensure that appropriate elevations and slopes have been achieved. 16. A monitoring program shall be implemented in accordance with Exhibit Nos. 3.1 and 3.2. The monitoring program shall extend for a minimum period of 5 years with annual reports submitted to District staff. At the end of the first monitoring period the wetland preserve areas shall contain an 80% survival of planted vegetation. The 80% survival rate shall be maintained throughout the remainder of the monitoring program, with replanting as necessary. If native wetland, transitional, and upland species do not achieve an 80% coverage within the initial two years of the monitoring program, native species shall be planted in accordance with the maintenance program. At the end of the initial 5 year monitoring program the entire preserve area shall contain an 80% survival of planted vegetation and an 80% coverage of desirable obligate and facultative wetland species. Application No.: 181009-16 Page 7 of 8 SPECIAL CONDITIONS 17. A maintenance program shall be implemented in accordance with Exhibit No. 3.1 for the preserved/restored/enhanced wetlands on a regular basis to ensure the integrity and viability of those areas as permitted. Maintenance shall be conducted in perpetuity to ensure that the conservation areas are maintained free from Category 1 & 2 exotic vegetation as defined by the Florida Exotic Pest Plant Council immediately following a maintenance activity. Maintenance in perpetuity shall also insure that conservation areas, including buffers, maintain the species and coverage of native, desirable vegetation specified in the permit. Coverage of exotic and nuisance plant species shall not exceed 5% of total cover between maintenance activities. In addition, the permittee shall manage the conservation areas such that exotic/nuisance plant species do not dominate any one section of those areas. 18. Permanent physical markers designating the preserve status of the wetland preservation areas and buffer zones shall be placed at the intersection of the buffer and each lot line. These markers shall be maintained in perpetuity. 19. The areas to be temporarily disturbed by the installation of control structures in wetlands will be backfilled and replanted in accordance with the preserve management plan within 30 days of installation. Monitoring of the replanted areas shall consist of photos taken from fixed point photostations as shown on Exhibit No. 3.1. Monitoring of temporary impact areas shall be done concurrently with other required monitoring for the Estancia at Fiddler's Creek. 20 Prior to January 7, 2019 and prior to the commencement of construction, whichever occurs first, the permittee shall submit the following via ePermitting or to the Environmental Compliance staff at the local District office: -One certified copy of the recorded conservation easement document including exhibits for the amended conservation easement. -A CD or DVD containing the easement data in a digital ESRI Geodatabase(mdb), ESRI Shapefile(shp) or AutoCAD Drawing Interchange (dxf) file format using Florida State Plane coordinate system, East Zone (3601), Datum NAD83, HARN with the map units in feet for the new conservation easement for Preserve 4A -A map depicting the Conservation Easement over the best available satellite or aerial imagery. -Form 1001 ERP REG: Title, Possession, and Lien Affidavit, fully executed by the owner and notarized. The recorded easement shall utilize the form attached as Exhibit No. 3.3 and 3.4. This Exhibit may not be modified. The easement must be free of mortgages, liens, easements or other encumbrances or interests in the easement which District staff states are contrary to the intent of the easement. In the event it is later determined that there are encumbrances or interests in the easement which the District determines are contrary to the intent of the easement, the permittee shall be required to provide release or subordination of such encumbrances or interests. 21. Activities associated with the implementation of the preserve restoration, monitoring and maintenance plan(s) shall be completed in accordance with the work schedule attached as Exhibit No. 3.2. Any deviation from these time frames must be coordinated with the District's Environmental Resource Compliance staff, and may require a minor modification to this permit. Such requests must be made in writing and shall include (1) reason for the change, (2) proposed start/finish and/or completion dates; and (3) progress report on the status of the project development or mitigation effort. 22. The lakes shall be constructed without dewatering as indicated in the application submittal. 23. This permit is issued based on the applicant's submitted information which reasonably demonstrates that adverse water resource related impacts will not be caused by the completed permit activity. Should any adverse impacts caused by the completed stormwater management system occur, the District will require the permittee to provide appropriate mitigation to the District or other impacted party. The District will Application No.: 181009-16 Page 8 of 8 SPECIAL CONDITIONS require the permittee to modify the stormwater management system, if necessary, to eliminate the cause of the adverse impacts. 24. The exhibits and special conditions in this permit apply only to this application. They do not supersede or delete any requirements for other applications covered in Permit No. 11-00685-S-09 unless otherwise specified herein. 25. Prior to any future construction, the permittee shall apply for and receive a permit modification. As part of the permit application, the applicant for that phase shall provide documentation verifying that the proposed construction is consistent with the design of the master stormwater management system, including the land use and site grading assumptions. 26. The following are exhibits to this permit. Exhibits noted as incorporated by reference are available on the District's ePermitting website (http://my.sfwmd.gov/ePermitting) under this application number. Exhibit No. 1.0 Location Map Exhibit No. 2.0 Plans Exhibit No. 2.1 Construction Pollution Prevention Plan Exhibit No. 2.2 Urban Stormwater Management program Exhibit No. 2.3 Discharge Summary Exhibit No. 3.0 Fluccs Map Exhibit No. 3.1 Preserve Monitoring and Maintenance Plan Exhibit No. 3.2 Work Schedule Exhibit No. 3.3 Amendment of Conservation Easement Exhibit No. 3.4 Deed of Conservation Easement NOTICE OF RIGHTS As required by Sections 120.569 and 120.60(3), Fla. Stat., the following is notice of the opportunities which may be available for administrative hearing or judicial review when the substantial interests of a party are determined by an agency. Please note that this Notice of Rights is not intended to provide legal advice. Not all of the legal proceedings detailed below may be an applicable or appropriate remedy. You may wish to consult an attorney regarding your legal rights. RIGHT TO REQUEST ADMINISTRATIVE HEARING A person whose substantial interests are or may be affected by the South Florida Water Management District's (SFWMD or District) action has the right to request an administrative hearing on that action pursuant to Sections 120.569 and 120.57, Fla. Stat. Persons seeking a hearing on a SFWMD decision which affects or may affect their substantial interests shall file a petition for hearing with the Office of the District Clerk of the SFWMD, in accordance with the filing instructions set forth herein, within 21 days of receipt of written notice of the decision, unless one of the following shorter time periods apply: (1) within 14 days of the notice of consolidated intent to grant or deny concurrently reviewed applications for environmental resource permits and use of sovereign submerged lands pursuant to Section 373.427, Fla. Stat.; or (2) within 14 days of service of an Administrative Order pursuant to Section 373.119(1), Fla. Stat. "Receipt of written notice of agency decision" means receipt of written notice through mail, electronic mail, or posting that the SFWMD has or intends to take final agency action, or publication of notice that the SFWMD has or intends to take final agency action. Any person who receives written notice of a SFWMD decision and fails to file a written request for hearing within the timeframe described above waives the right to request a hearing on that decision. If the District takes final agency action which materially differs from the noticed intended agency decision, persons who may be substantially affected shall, unless otherwise provided by law, have an additional Rule 28-106.111, Fla. Admin. Code, point of entry. Any person to whom an emergency order is directed pursuant to Section 373.119(2), Fla. Stat., shall comply therewith immediately, but on petition to the board shall be afforded a hearing as soon as possible. A person may file a request for an extension of time for filing a petition. The SFWMD may, for good cause, grant the request. Requests for extension of time must be filed with the SFWMD prior to the deadline for filing a petition for hearing. Such requests for extension shall contain a certificate that the moving party has consulted with all other parties concerning the extension and that the SFWMD and any other parties agree to or oppose the extension. A timely request for an extension of time shall toll the running of the time period for filing a petition until the request is acted upon. FILING INSTRUCTIONS A petition for administrative hearing must be filed with the Office of the District Clerk of the SFWMD. Filings with the Office of the District Clerk may be made by mail, hand-delivery, or e-mail. Filings by facsimile will not be accepted. A petition for administrative hearing or other document is deemed filed upon receipt during normal business hours by the Office of the District Clerk at SFWMD headquarters in West Palm Beach, Florida. The District's normal business hours are 8:00 a.m. — 5:00 p.m., excluding weekends and District holidays. Any document received by the Office of the District Clerk after 5:00 p.m. shall be deemed filed as of 8:00 a.m. on the next regular business day. Additional filing instructions are as follows: • Filings by mail must be addressed to the Office of the District Clerk, 3301 Gun Club Road, West Palm Beach, Florida 33406. Rev. 11/08/16 1 • Filings by hand-delivery must be delivered to the Office of the District Clerk. Delivery of a petition to the SFWMD's security desk does not constitute filing. It will be necessary to request that the SFWMD's security officer contact the Office of the District Clerk. An employee of the SFWMD's Clerk's office will receive and file the petition. • Filings by e-mail must be transmitted to the Office of the District Clerk at clerk a(�sfwmd.gov. The filing date for a document transmitted by electronic mail shall be the date the Office of the District Clerk receives the complete document. A party who files a document by e-mail shall (1) represent that the original physically signed document will be retained by that party for the duration of the proceeding and of any subsequent appeal or subsequent proceeding in that cause and that the party shall produce it upon the request of other parties; and (2) be responsible for any delay, disruption, or interruption of the electronic signals and accepts the full risk that the document may not be properly filed. INITIATION OF AN ADMINISTRATIVE HEARING Pursuant to Sections 120.54(5)(b)4. and 120.569(2)(c), Fla. Stat., and Rules 28-106.201 and 28-106.301, Fla. Admin. Code, initiation of an administrative hearing shall be made by written petition to the SFWMD in legible form and on 81/2 by 11 inch white paper. All petitions shall contain: 1. Identification of the action being contested, including the permit number, application number, SFWMD file number or any other SFWMD identification number, if known. 2. The name, address, any email address, any facsimile number, and telephone number of the petitioner and petitioner's representative, if any. 3. An explanation of how the petitioner's substantial interests will be affected by the agency determination. 4. A statement of when and how the petitioner received notice of the SFWMD's decision. 5. A statement of all disputed issues of material fact. If there are none, the petition must so indicate. 6. A concise statement of the ultimate facts alleged, including the specific facts the petitioner contends warrant reversal or modification of the SFWMD's proposed action. 7. A statement of the specific rules or statutes the petitioner contends require reversal or modification of the SFWMD's proposed action. 8. If disputed issues of material fact exist, the statement must also include an explanation of how the alleged facts relate to the specific rules or statutes. 9. A statement of the relief sought by the petitioner, stating precisely the action the petitioner wishes the SFWMD to take with respect to the SFWMD's proposed action. MEDIATION The procedures for pursuing mediation are set forth in Section 120.573, Fla. Stat., and Rules 28-106.111 and 28-106.401—.405, Fla. Admin. Code. The SFWMD is not proposing mediation for this agency action under Section 120.573, Fla. Stat.,at this time. RIGHT TO SEEK JUDICIAL REVIEW Pursuant to Section 120.68, Fla. Stat., and in accordance with Florida Rule of Appellate Procedure 9.110, a party who is adversely affected by final SFWMD action may seek judicial review of the SFWMD's final decision by filing a notice of appeal with the Office of the District Clerk of the SFWMD in accordance with the filing instructions set forth herein within 30 days of rendition of the order to be reviewed, and by filing a copy of the notice with the clerk of the appropriate district court of appeal. Rev.11/08/16 2 erp_staff_report.rdf Last Date For Agency Action: INDIVIDUAL ENVIRONMENTAL RESOURCE PERMIT STAFF REPORT Project Name: Estancia At Fiddlers Creek Permit No.: 11-00685-S-09 Application No.: 181009-16 Application Type:Environmental Resource (Conceptual Approval Modification) Location: Collier County, S19/T51 S/R27E S13, 24/T51S/R26E Permittee : F C C Preserve L L C F C C Creek L L C Taylor Morrison Of Florida Inc Operating Entity : Fiddler'S Creek Community Development District#2 Project Area: 813.64 acres Permit Area: 813.64 acres Project Land Use: Residential Drainage Basin: WEST COLLIER Sub Basin: US 41 OUTFALL ROADSIDE SWALE Receiving Body: Master SWMS Class:CLASS III Special Drainage District: NA Total Acres Wetland Onsite: 35.20 Total Acres Wetland Preserved Onsite: 35.20 Total Acres Presv/Mit Compensation Onsite: 72.59 Conservation Easement To District : Yes Sovereign Submerged Lands: No PROJECT SUMMARY: This Environmental Resource Permit Modification authorizes an 813.64-acre residential development consisting of construction and operation of a 173.72-acre residential phase and conceptual approval for the remaining 639.92 acres for a project known as Estancia at Fiddlers Creek. This modification is for site plan changes to construction of a residential phase and addition of 1.39 acres of preserve area to Preserve Area 4 within a previously approved Permit. Please see Exhibit No. 2.0, page 5 of 12 for the Phase 1 grading and drainage plan. Issuance of this permit constitutes certification of compliance with state water quality standards in accordance with Rule 62-330.062 Florida Administrative Code (F.A.C.). App.no. : 181009-16 Page 1 of6 erp_staff_report.rdf PROJECT EVALUATION: PROJECT SITE DESCRIPTION: The site is located within the easterly quarter of Fiddler's Creek. More specifically, the lands covered under this application are bounded on the north by Tamiami Trail (US 41), on the west by the westerly section lines (plus or minus as the 'project' line is irregular and small portions of Sections 13 and 24 are included) of Sections 18 and 19, on the south by wetlands and on the east by the easterly property line of Fiddler's Creek. A location map is attached as Exhibit No. 1.0. The project area was previously permitted under Application No. 180530-5. The site is currently being farmed. The farming operations will continue until the site is developed. There are 35.20 acres of wetlands and 36.00 acres of other surface waters located within the project area or affected by this project. For information on the wetlands and surface waters within the project, please refer to the Wetlands and Surface Waters section of this staff report. A map depicting the vegetative communities is attached as Exhibit No. 3.0. LAND USE: Please see Exhibit 2.0 Page 4 of 12 for land use details. WATER QUANTITY : Discharge Rate : As shown in Exhibit 2.3, the project discharge is within the allowable limit for the area. WATER QUALITY : Water quality treatment will be provided in an integrated lake system. The project provides the required water quality treatment volume based on one inch over the basin area. See Exhibit 2.0, page 3 of 12 for basin details. Pursuant to Appendix E of Volume II, the water quality treatment volume provided includes an additional 50% treatment volume above the requirements in Section 4.2 of Volume II to provide reasonable assurance that the project will not have an adverse impact on the quality of the downstream receiving body. The project also includes implementation of a Construction Pollution Prevention Plan (Exhibit 2.1) and an Urban Storm water Management Program (Exhibit 2.2) as additional reasonable assurance of compliance with water quality criteria during construction and operation. WETLANDS: Wetlands And Other Surface Waters: The project area contains four (4) wetlands totaling 35.20 acres and 36.00 acres of other surface waters (agricultural ditches). The wetlands can be generally described as mixed forested wetland hardwoods, wetland scrub, and cypress wetlands heavily infested with exotic vegetation such as Brazilian pepper. The wetlands are impounded by berms and surrounded by agricultural ditches. The wetland hydroperiods have been altered as a result of historical agricultural operations. The wetlands and other surface waters are depicted on the FLUCCS map attached as Exhibit No. 3.0. Additionally, detailed App.no.: 181009-16 Page 2 of 6 erp_staff_report.rdf descriptions of the wetlands are included in the "Preserve Monitoring and Maintenance Plan Estancia" attached as Exhibit No. 3.1. No wetland or OSW impacts are proposed. No secondary impacts were assessed due to the wetlands being surrounded by rim ditches or other conveyances. The stormwater lake berms will serve as buffers to the preserve areas. For areas of the preserves not adjacent to lakes there will be setbacks from the conservation easment limits that is 25' wide or greater (i.e some areas adjacent to Preserves 2 and 3). The backslopes of the berms adjacent to the preserves will be planted with Spartina bakerii as shown in Exhibit No. 2.0. All of the onsite wetlands will be enhanced and restored. The enhancement activities for Wetlands 1 through 3 includes the removal of exotic vegetation, removal of perimeter berms/rim ditches surrounding the wetlands along with grading of these areas, and supplemental planting. The restoration activities for Wetland 4 (pasture area) includes exotic removal and removal of the perimeter berm. Additionally, the area will be graded to create a combination of marsh and wet prairie habitats for listed/protected avian species. A combination of mechanical and non-mechanical methods will be utilized for exotic vegetation removal. All vegetative debris including any dead standing debris that results from herbicide spraying will be physically removed from the onsite preserve areas (conservation easement areas). No stockpiling of exotics will be allowed in the preserve areas. As-built surveys of all graded areas will be submitted to the District for review prior to planting to ensure that the elevations are appropriate for the target habitats. The preserve areas will be monitored for a minimum of five years with annual monitoring reports submitted to the District. The preserve areas shall be free of exotic and nuisance vegetation immediately following a maintenance activity and will not consist of more than five percent of total combined coverage between maintenance activities. Details of the enhancement, maintenance, and monitoring are included in the "Preserve Monitoring and Maintenance Plan Estancia" attached as Exhibit No. 3.1. A work schedule for the enhancement and monitoring activities is attached as Exhibit No. 3.2. The applicant and successors are responsible for the perpetual maintenance of the onsite preserve areas. The preserve areas are encumbered by a Standard Deed of Conservation Easement dedicated to the District, which is recorded in the Collier County, Florida public records as Instrument No. 5330077 (OR 5330 PG 135). This conservation will be amended to grant the United States Army Corps of Engineers (USACE) third party enforcement rights (attached as Exhibit No. 3.3). This conservation easement encompasses 37.81 acres. An additional 1.39 acres for Preserve Area 4 referred to as Preserve 4A has been placed under a separate Standard Deed of Conservation Easement dedicated to the District with third party enforcement rights granted to the USACE, which is recorded in the Collier County, Florida public records as Instrument No. 5640901 (OR 5574 PG 3643) to satisfy requirements for the USACE (refer to Exhibit No. 3.4). The total preserve area encumbered by conservation easements is 39.20 acres. Page 1 of the staff report shows 72.59 acres of preserve; this is the total acreage of wetlands and OSW that are not impacted along with the additional 1.39 acre area for Preserve 4A. The wetland hydroperiods will be maintained via the stormwater management system. Wetlands 1 through 3 are within the controlled basin. Wetland 1 (Preserve 1)will receive discharge from Lake E1-9 via a bubble-up structure, Wetland 2 (Preserve 2) will receive discharge from Lake E1-22 via a bubble- up structure, and Wetland 3 (Preserve 3) will receive discharge from Lake E2-28 via a bubble-up structure. The stormwater will receive full water quality treatment prior to discharge into the preserve areas. Wetland 4 (Preserve 4) is located outside of the controlled basin. The hydroperiod of this preserve will be enhanced and maintained via re-grading the preserve area and creating a water quality berm along the north side at the interface of the spreader lake and preserve, and removing the southern perimeter berm to connect with offsite wetlands to the south. Details of the grading and stormwater management system are included in Exhibit No. 2.0. Provisions were included on the construction plans to include turbidity and erosion control details during construction. In addition, specifications were included to ensure bare earth areas are stabilized immediately upon reaching final grades in areas located adjacent to wetlands and/or areas draining to App.no.: 181009-16 Page 3 of 6 erp_staff_report.rdf receiving water bodies. Wetland Inventory : CONSTRUCTION MOD -Estancia At Fiddler'S Creek site Site Id Type Pre-Development Post-Development Pre Pres. Fluc AA Acreage Current With Time Risk Adj. Post Adj Functional cs Type (Acres) Wo Pres Project Lag(Yrs) Factor Factor Fluccs Delta Gain I Loss 2 ON 500 Preservation 36.00 4A ON 400 Preservation 1.39 WL 1 ON 616 Enhancement 11.00 WL 2 ON 600 Enhancement 5.90 WL 2 ON 621 Enhancement 8.10 WL 3 ON 600 Enhancement 5.10 WL 4 ON 6AA Enhancement 5.10 Total:. 72.59 Fluccs Code Description 400 Upland Forests 500 Water 600 Wetlands 616 Inland Ponds And Sloughs 621 Cypress 6AA Hydric Pasture Fish And Wildlife Issues: Protected species surveys and field visits were conducted from October 2013 through June 2015 by ecologists from Turrell, Hall and Associates and reviewed under ERP Application No. 150820-2. Alligators and wading birds such as the little blue heron, snowy egret , woodstork, and tri-colored heron were observed. Additionally, snail kites and sandhill cranes were observed. The wetland enhancement will provide or improve habitat for wetland- dependent/ aquatic species. No aquatic or wetland- dependent listed species or species having special protection were observed to be using the uplands within the project for nesting or denning. This permit does not relieve the applicant from complying with all applicable rules and any other agencies' requirements if, in the future, endangered/threatened species or species of special concern are discovered on the site. App.no.: 181009-16 Page 4 of 6 erp_staff_report.rdf RELATED CONCERNS: Water Use Permit Status: Irrigation via surface water lakes for the project will be conducted in accordance with Water Use Permit No. 11-01808-W/Application No. 180727-9. The applicant has indicated that dewatering is required for installation of utilities and that lake dewatering is not proposed. Dewatering will be conducted in accordance with Master Dewatering Permit No. 11- 03696-W which was modified under Application No.180720-12. Please refer to Special Condition No. 22. This permit does not release the permittee from obtaining all necessary Water Use authorization(s) prior to the commencement of activities which will require such authorization, including construction dewatering and irrigation. CERP: The proposed project is not located within or adjacent to a Comprehensive Everglades Restoration Project component. Potable Water Supplier: Collier County Utilities Waste Water System/Supplier: Collier County Utilities Right-Of-Way Permit Status: A District Right-of-Way Permit is not required for this project. Historical/Archeological Resources: The District has received correspondence dated June 21, 2018 from the Florida Department of State, Division of Historical Resources during the review of Application No. 180530-5 indicating that no significant archaeological or historical resources are recorded in the project area and the project is therefore unlikely to have an effect upon any such properties. However, the agency requested that a special condition be added to the permit with regards to fortuitous finds and prehistoric or historic artifacts. Please refer to General Condition 14. This permit does not release the permittee from compliance with any other agencies' requirements in the event that historical and/or archaeological resources are found on the site. DEO/CZM Consistency Review: Issuance of this permit constitutes a finding of consistency with the Florida Coastal Management Program. Third Party Interest: No third party has contacted the District with concerns about this application. App.no.: 181009-16 Page 5 of 6 erp_staff_report.rdf Enforcement: There has been no enforcement activity associated with this application. STAFF REVIEW: DIVISION APPROVAL: NATURAL RESOURCE MANAGEMENT: 11/30/18 7;424,�ta- `/) DATE: Laura Layman SURFACE WATER MAN EMENT: DATE: 11/30/18 Brian Rose, P.E. 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Based on my inquiry of the person or persons who manage the system, or those persons directly responsible for gathering the information,the information submitted is,to the best of my knowledge and belief,true, accurate, and complete. 1 am aware that there are significant penalties for submitting false information, including the possibility of fine and imprisonment for knowing violations." Name(Operator and/or Responsible Authority) Date Project Name and location information: The project site is the easterly quarter of Fiddler's Creek. The lands are bounded on Estancia at Fiddler's Creek the north by Tamiami Trail (US 41) on the west by the westerly section lines of Sections 18 and 19, the south by large wetlands and the east by the easterly property line of Fiddler's Creek. Parcel Numbers: 00741160513, 00763880509, 00763882617, 00763480006, 00763920414 A site map must be developed and must contain, at a minimum, the following information: 1. Drainage patterns, 2. Approximate slopes after major grading activities, 3. Areas of soil disturbance, 4. Outline all areas that are not to be disturbed, 5. Location of all major structural and non-structural controls, 6. The location of expected stabilization practices, 7. Wetlands and surface waters,and 8. Locations where stormwater may discharge to a surface water or MS4. 1 Exhibit 2.1 Application 181009-16 Page 1 of 8 Site Description Describe the nature of the construction Development of the proposed surface water activity: management facilities supporting the final phases of Oyster Harbor and Estancia, a planned residential golf course community within Fiddler's Creek. Describe the intended sequence of major 1. Site preparation and installation of a soil disturbing activities: stabilized construction entrance. 2. Install perimeter sediment and erosion controls. 3. Clearing/grubbing. 4. Install stormwater detention system. 5. Site grading. 6. Install storm sewer and utilities. 7. Pour concrete slab. 8. Frame building structure. 9. Asphalt&concrete work. 10. Finish building. 11. Stabilize site and landscape. Total area of the site: 811.76 Acres Total area of the site to be disturbed: 749.95 Acres Existing data describing the soil or quality Per the NRCS existing soil types are: of any stormwater discharge from the site: 1. Holopaw fine sand,limestone substratum 2. Malabar fine sand,0 to 2 percent slopes 3. Immokalee fine sand,0 to 2 percent slopes 4. Oldsmar fine sand, limestone substratum 5. Oldsmar fine sand, 0 to 2 percent slopes 6. Basinger fine sand, 0 to 2 percent slopes 7. Ft.Drum and Malabar,high,fine sands 8. Boca,Riviera,limestone substratum, and Copeland fine sands,depressional 9. Holopaw fine sand,0 to 2 percent slopes 10. Urban land-Holopaw-Basinger complex 11. Urban land-Immokalee-Oldsmar, limestone substratum,complex According to soil borings conducted in April 2015,the groundwater was approximately 4.0 ft. below the existing ground surface. 2 Exhibit 2.1 Application 181009-16 Page 2 of 8 Estimate the drainage area size for each Existing CS-l: Half of Oyster Harbor Phases discharge point: 1-5 Currently Under Review(163.92 ac)and half of Basin OH(95.96 ac)=259.88 ac Proposed CS-2: Half Oyster Harbor Phases 1- 5 Currently Under Review(163.92 ac)and half of Basin OH(95.96 ac) 259.88 ac Proposed WCS-El: 271.29 acres (Basin El) Proposed WCS-E2: 286.72 acres (Basin E2) Latitude and longitude of each discharge Existing CS-1: Latitude: 26° 01' 39.15"and point and identify the receiving water or Longitude: -81° 40' 13.41" MS4 for each discharge point: Proposed CS-2: Latitude: 26° 01' 27.90"and Longitude: -81° 40' 12.72" Proposed WCS-E1: Latitude: 26° 01' 28.67" and Longitude: -81° 38' 25.04" Proposed WCS-E2: Latitude: 26° 01' 43.83" and Longitude: -81° 38' 43.81" Discharges to existing outfall canals that are directly connected to "Fiddler's Creek"(the water course). Fiddler's Creek runs along the southerly interface between the development and the wetlands/mangroves/backwaters and is a spreader lake returning the project discharge and regional stormwater flows to a sheet flow. Give a detailed description of all controls,Best Management Practices(BMPs) and measures that will be implemented at the construction site for each activity identified in the intended sequence of major soil disturbing activities section. Provide time frames in which the controls will be implemented. NOTE: All controls shall be consistent with performance standards for erosion and sediment control and stormwater treatment set forth in s. 62-40.432, F.A.C.,the applicable Stormwater or Environmental Resource Permitting requirements of the Department or a Water Management District, and the guidelines contained in the Florida Development Manual: A Guide to Sound Land and Water Management(DEP, 1988 and an subse•uent amendments. _ • During all construction activities a silt fence(trenched 4 inches deep) shall be installed around the perimeter of the site to prevent contaminated runoff from entering the public Right of Way (R-O-W) and adjacent properties. • Storm drain inlet protection shall be provided in all existing and new inlets that may be affected by the runoff from the construction site. • The 4 wetlands (3 on-site and 1 in close proximity)will be protected with appropriate best management practices to protect water quality and minimize discharge of sediments and turbid water from the project site. Double row silt fence will be placed along each preserve boundary. • Double row floating turbidity barrier will be placed per sheet 6 of the plan set (Clearin. and Erosion Control Sheet)to protect existing lakes. Exhibit 2.1 3 Application 181009-16 Page 3 of 8 • Silt fence will also be placed along the phase boundaries. • A construction entrance will be constructed per the detail on the plan set to avoid removing sediment from the site. Describe all temporary and permanent stabilization practices. Stabilization practices include temporary seeding,mulching,permanent seeding, geotextiles, sod stabilization, vegetative buffer strips,protection of trees,vegetative preservations,etc. Disturbed areas shall be stabilized immediately after final grade has been attained. • Permeant structures,temporary or permanent vegetation,and mulch, or a combination of these measures shall be employed as quickly as possible after the land is disturbed. • Temporary vegetation and mulch may be utilized where it is not practical to establish permanent vegetation. • Such temporary measures shall be employed immediately after rough grading is completed if a delay is anticipated in obtaining finished grade. • Contractor shall stabilize roadways,parking areas, and paved areas with gravel sub-base in accordance with the construction plans as planned. Describe all structural controls to be implemented to divert stormwater flow from exposed soils and structural practices to store flows, retain sediment on-site or in any other way limit stormwater runoff. These controls include silt fences,earth dikes, diversions, swales, sediment traps, check dams, subsurface drains,pipe slope drains, level spreaders, storm drain inlet protection,rock outlet protection,reinforced soil retaining systems, gabions,coagulating agents and temporary or permanent sediment basins. • All runoff will be directed away from the adjacent property and will be retained on-site. • Silt fence will be provided on-site around the perimeter as well as along phase boundaries and around wetlands. • Inlets and outfalls will be protected with filter fabric and properly installed synthetic bales or bale type barriers anchored around the perimeter structure. Describe all sediment basins to be implemented for areas that will disturb 10 or more acres at one time. The sediment basins(or an equivalent alternative) should be able to provide 3,600 cubic feet of storage for each acre drained. Temporary sediment basins(or an equivalent alternative) are recommended for drainage areas under 10 acres. N/A Describe all permanent stormwater management controls such as,but not limited to, detention or retention systems or vegetated swales that will be installed during the construction process. The site will retain the 25-year storm event. Silt fence will be provided along the 4 Exhibit 2.1 Application 181009-16 Page 4 of 8 perimeter. Describe in detail controls for the following potential pollutants Waste disposal, this may include All construction materials will be placed construction debris,chemicals, litter, and into a dumpster and hauled away to a sanitary wastes: suitable disposal site. No debris will be buried on-site. Offsite vehicle tracking from construction No soils are anticipated to leave the site. entrances/exits: However,to prevent soils from leaving the site a temporary construction entrance and exit will be provided. Stone stabilized pads located at points of vehicle ingress and egress will be installed to provide an area where mud may be removed from construction vehicles. The temporary roadbed shall be at least 14 ft. wide for one-way traffic and 20 ft. wide for two-way traffic and be 50 ft. in length. In the event that soils are tracked onto a public roadway,the affected area will be swept as needed to prevent any unsafe driving conditions on public roadways. See project site plan an erosion control plan for additional details. The proper application rates of all No fertilizers,herbicides or pesticides are fertilizers,herbicides and pesticides used at anticipated to be used. However,if they are the construction site: used the contractor shall administer proper application rates of all fertilizers, herbicides &pesticides used at the construction site. If utilized they will be in accordance with the manufacturer's recommendations as described on the label. All substances shall be kept in original, labeled containers. The storage, application, generation and No toxic substances are anticipated to be 5 Exhibit 2.1 Application 181009-16 Page 5 of 8 migration of all toxic substances: used at the site. However, any substance that is toxic shall be kept in a covered container under lock and key. The site supervisor will be responsible for the substance storage, usage, and proper disposal methods of any left-over product and/or the empty containers. Any substance used shall be accordance with the manufacturer's recommendations as described on the label. All substances shall be kept in original, labeled containers. If any substance(s) must be transferred to a new container(due to leakage/breakage etc.)the new container will be sealed and labeled accordingly. Other: Vehicle Maintenance: Any maintenance performed on heavy equipment shall be required to use an impervious material placed under the area the work is to be performed on. The purpose is to catch any petroleum products from coming into contact with the ground soil and/or washing away into a surface water or MS4 during a rain event. All oils/greases shall be disposed of properly as to not contaminate any areas on the construction site. Portable Toilets: Portable toilets will be placed away from storm sewer systems,storm inlets, wetlands, and surface waters. Provide a detailed description of the maintenance plan for all structural and non-structural controls to assure that they remain in good and effective operating condition. Routine maintenance shall be provided for permanent and temporary sediment and erosion control structures on-site. • Regular inspections will occur weekly and within 24 hours of the end of a storm event that is 0.50"or greater as required by Part V.D.4 of the permit. 6 Exhibit 2.1 Application 181009-16 Page 6 of 8 • In event that a BMP needs to be repaired or replaced,the maintenance will be performed within 24 hours. In no case shall the repair take more than 7 days. • Maintenance shall be performed on the rock construction entrance when void spaces are full of sediment. Inspections: Describe the inspection and inspection documentation procedures, as required by Part V.D.4. of the permit. Inspections must occur at least once a week and within 24 hours of the end of a storm event that is 0.50 inches or greater(see attached form). A qualified inspector shall be retained during construction activities to inspect all points of possible discharge,storage of materials to rain, pollution control installations, and stabilized construction entrances/exits. Inspections will occur at least once per week and within 24 hours of the end of a storm event that is 0.50"or greater as required by Part V.D.4 of the permit. Identify and describe all sources of non-stormwater discharges as allowed in Part IV.A.3. of the permit. Flows from fire fighting activities do not have to be listed or described. The following non-stormwater discharges may occur during the construction period: • Water line flushing • Wash waters from vehicle washing(no detergent or degreaser use is permitted) This SWPPP must clearly identify,for each measure identified within the SWPPP, the contractor(s) or subcontractor(s) that will implement each measure. All contractor(s) and subcontractor(s) identified in the SWPPP must sign the following certification: "I certify under penalty of law that I understand,and shall comply with, the terms and conditions of the State of Florida Generic Permit for Stormwater Discharge from Large and Small Construction Activities and this Stormwater Pollution Prevention Plan prepared thereunder." Name Title Company Name, Address and Date Phone Number CON TRACTOR TO BE DETERMINED 7 Exhibit 2.1 Application 181009-16 Page 7 of 8 a-� �O 0 N O h v b la O 0 q 0 0 cGd ap tom.w 0 a) y Ti a m cO C 0 0miQ . i; ).0. 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C7UF, W .c U a) `3� 0 0 3 ''S 0 a0. 6i o g4 ° ° ~ g 3 ami 0 .n a > y 0 .0 0 .e 1) 0 i�,as 9 y C.) 0 0 o rn W v� �n v� U rn o, .a a as ,0 ° � " o o py ,� U U -� riri 4vi 'or- ooa; -9 4Hcr) _ o o o > 4 URBAN STORMWATER MANAGEMENT PROGRAM for Estancia at Fiddler's Creek Naples, Florida 1.0 Introduction This document provides details of the Urban Stormwater Management Program for Estancia at Fiddler's Creek in Naples, Florida. This Plan discusses non-structural controls, intended to improve the quality of stormwater runoff by reducing the generation and accumulation of potential stormwater runoff contaminants at or near the respective sources for each constituent, along with significant structural components of the primary stormwater treatment system. Although many of the methodologies and procedures outlined in this document are general Best Management Practices (BMP's) which can be useful in attenuating pollutants in many types of urbanized settings, the implementation of these practices has been optimized, to the maximum extent possible, to reflect the unique character of the Estancia and the surrounding hydrologic features. Pollution prevention guidelines are provided for the areas of (1) nutrient and pesticide management; (2) street sweeping; (3) solid waste management; (4) operation and maintenance of the stormwater management and treatment system; (5) construction activities. A discussion of each of these activities is given in the following sections. 2.0 Nutrient and Pesticide Management Nutrient and pesticide management consists of a series of practices designed to manage the use of fertilizers and pesticides so as to minimize loss of these compounds into stormwater runoff and the resulting water quality impacts on adjacent waterbodies. Implementation of a management plan will also maximize the effectiveness of the nutrients and pesticides that are applied. 2.1 General Requirements Commercial applicators of chemical lawn products must register with the property owners annually and provide a copy of their current occupational license, proof of business liability insurance, and proof of compliance with applicable education and licensing requirements. Individual employees working under the direction of a licensed commercial applicator are exempt from the educational requirements. Only registered commercial applicators and individual lot owners are permitted to apply chemicals within the property on a private lot. All chemical products must be used in accordance with the manufacturer's recommendations. The application of any chemical product within five (5) feet of any surface water including but not limited to ponds, lakes, drainage ditches or canals, is prohibited. The use of any chemical product in a manner that will allow airborne or waterborne entry of such products into surface water is prohibited. This rule shall not apply to the use of chemical agents, by certified lake management specialists, for the control of algae and vegetation within the stormwater lakes or ponds. Exhibit 2.2 Application 181009-16 Page 1 of 5 2.2 Nutrient Management Program Management and application of nutrients and fertilizers in Estancia will adhere to the following guidelines: A. All fertilizers shall be stored in a dry storage area protected from rainfall and ponding. B. No fertilizer containing in excess of 2% phosphate/phosphorus (P2O5) per guaranteed analysis label (as defined by Chapter 576, Florida Statutes) shall be applied to turf grass unless justified by a soil test. C. Fertilizer containing in excess of 2% phosphate/phosphorus (P205) per guaranteed analysis label shall not be applied within 5 feet of the edge of water or within 5 feet of a drainage facility. D. All fertilizer shall be applied such that spreading of fertilizer on all impervious surfaces is minimized. E. Liquid fertilizers containing in excess of 2% phosphate/phosphorus (P2O5) per guaranteed analysis label shall not be applied thorough an irrigation system within 10 feet of the edge of water or within 10 feet of a drainage facility. F. Liquid fertilizers containing in excess of 2% phosphate/phosphorus (P2O5) per guaranteed analysis label shall not be applied through high or medium mist application or directed spray application within 10 feet of the edge of water or within 10 feet of a drainage facility. 2.3 Pest Management Program Proper maintenance of plants and turf areas will minimize the ability of pests to successfully attack landscaping. Several general guidelines follow: A. Apply fertilizer and water only when needed and in moderate amounts. Excessive amounts of either can cause rapid growth that is attractive to insects and disease. B. Mow St. Augustine grass to a height of 3-4 inches. If cut shorter, the plants may become stressed and more vulnerable to pest infestation. Each mowing should remove no more than one-third of the leaf blade, and those cuttings should remain on the lawn to decompose. C. It is recommended that pesticides, fungicides, and herbicides be used only in response to a specific problem and in the manner and amount recommended by the manufacturer to address the specific problem. Broad application of pesticides, fungicides and herbicides as a preventative measure is strongly discouraged. The use of pesticides, fungicides, or herbicides is limited to products that meet the following criteria: A. Must be consistent with the USDA-NRCS Soil Rating for Selecting Pesticides B. Must have the minimum potential for leaching into groundwater or loss from runoff C. Products must be EPA-approved D. The half-life of products used shall not exceed seventy (70) days Exhibit 2.2 Application 181009-16 Page 2 of 5 3.0 Street Sweeping This practice involves sweeping and vacuuming the primary streets to remove dry weather accumulation of pollutants, especially particulate matter, before wash-off of these pollutants can occur during a storm event. This practice reduces the potential for pollution impacts on receiving waterbodies by removing particulate matter and associated chemical constituents. Although street cleaning operations are frequently conducted primarily for aesthetic purposes, the primary objective of the street sweeping program for Estanica is to improve the quality of stormwater runoff generated from impervious traffic areas. Street sweeping activities can be particularly effective during periods of high leaf fall by removing solid leaf material and the associated nutrient loadings from roadside areas where they could easily become transported within stormwater flow. Street sweeping operations will be performed in Estancia at a minimum frequency of one event every other month. A licensed vendor using a vacuum-type sweeping device will perform all street sweeping activities. Sweeping activities during each event will include all primary street surfaces. Disposal of the collected solid residual will be the responsibility of the street sweeping vendor. 4.0 Solid Waste Management In general, solid waste management involves issues related to the management and handling of urban refuse, litter and leaves that will minimize the impact of these constituents as water pollutants. Maintenance of adequate sanitary facilities for temporarily storing refuse on private premises prior to collection is considered the responsibility of the individual homeowner. Local requirements for refuse collection will be brought to the attention of every homeowner at closing for the sale of the property. Information will be distributed as necessary stating specifications for containers, separation of waste by type, where to place containers prior to collection, and established collection schedules. Fallen tree leaves and other vegetation, along with grass clippings, may become direct water pollutants when they are allowed to accumulate in swales and street gutters. All homeowners will receive periodic educational materials that address proper disposal of leaves and other vegetation to minimize water quality impacts. 5.0 Stormwater Management and Treatment System The stormwater management system for Estancia is designed to maximize the attenuation of stormwater generated pollutants prior to discharge to the off-site wetland systems. Operational details and maintenance requirements of the various system components are given in the following sections. Exhibit 2.2 Application 181009-16 Page 3 of 5 5.1 Wet Detention Lakes and Lake Interconnect Pipes The basic element of the stormwater management system consists of a series of interconnected wet detention ponds that provide stormwater treatment through a variety of physical, biological, and chemical processes. A wet detention pond acts similar to a natural lake by temporarily detaining stormwater runoff, allowing opportunities for treatment processes to occur, prior to slow controlled discharge of the treated water through the outfall structure. Pollutant removal processes in wet detention systems occur during the quiescent period between storm events. Significant removal processes include gravity settling of particulate matter; biological uptake of nutrients and other ions by aquatic plants, algae and microorganisms; along with natural chemical flocculation and complexation processes. Maintenance of the wet detention ponds will consist of an annual inspection. During each annual inspection, the following items will be reviewed and corrected as necessary: A. Inspect the outfall structure and orifices to ensure free-flowing conditions and overall engineering stability of the outfall system. B. Review the banks of the lakes and canals to ensure proper side slope stabilization and inspect for signs of excessive seepage that may indicate areas of excessive groundwater flow and possible subsurface channeling. C. Physically evaluate each of the lakes and canals for evidence of excessive sediment accumulation or erosion. D. Inspect the planted aquatic vegetation in the littoral zone to ensure that the desired vegetation species, percent coverage, and density are maintained. At the completion of the inspections, a written inspection report will be prepared, listing any deficiencies that need to be addressed or corrected by the Homeowners Association. 5.2 Stormwater Inlets, Pipes and Culverts The grates should be unobstructed and the bottom, inside the inlet, should be clean. Check for any accumulation of sediment, trash such as garbage bags, or debris in the culverts connecting these inlets. Flushing out with a high-pressure hose may clean some sediment. Any noted blockage (due to a possible obstruction, or broken pipe, etc.) should prompt further investigation. Crushed or corroded culverts should be replaced with new ones of the same size. 5.3 Swales and Grassed Water Storage Areas These provide for conveyance and/or above-ground (or surface) storage of stormwater. With age, these areas usually fill in with vegetation and sediment. Swales may need to be regraded and/or revegetated. It is a good idea to compare the existing slope and dimensions of the swale with the permitted design plans prior to the removal of excess sediment or regrading. Areas that show erosion should be stabilized with appropriate material such as sod, planting, rock, sand bags, or other synthetic geotextile material. Regular mowing of grass swales is essential. These areas also improve water quality by catching sediment and assimilating nutrients, and recharge the underground water table. Exhibit 2.2 Application 181009-16 Page 4 of 5 Remove any undesirable exotic vegetation. Culverts underneath driveways should be checked for blockage, and, if necessary, flushed with a high-pressure hose. After a storm, swales may remain wet for an extended period of time. This is normal and the water will recede gradually. 5.4 Ditches or Canals Fill material, yard waste, clipping and vegetation, sediment, trash, appliances, garbage bags, shopping carts, tires, cars, etc. should be completely removed. Also check to make sure there are no dead trees or any type of obstructions which could block the drainage flow way. Maintenance cleaning/excavation must be limited to the same depth, width and side slope as approved in the current permit. Making a ditch deeper or wider may trigger a need for a permit modification. Provisions must also be made to prevent any downstream silting or turbidity (Contact the SFWMD Resource Compliance staff if you are unsure or need clarification.) Be sure to dispose of all removed material properly so it won't affect any other water storage or conveyance system, environmental area, or another owner's property. 5.5 Outfall Structure (also called the Discharged Control Structure or Weir) The outfall structure should be routinely inspected to determine if any obstructions are present or repairs are needed. Trash or vegetation impeding water flow through the structure should be removed. The structure should have a "baffle" or trash collector to prevent flow blockage and also hold back any floating oils from moving downstream. Elevations and dimensions should be verified annually with all current permit information. Periodic inspections should then be regularly conducted to make sure these structures maintain the proper water levels and the ability to discharge. 5.6 Earthen Embankments (Dikes and Berms) Check for proper elevations, width and stabilization. Worn down berms - especially if used by all-terrain vehicles or equestrian traffic — and rainfall — created washouts should be immediately repaired, compacted and re-vegetated. 6.0 Construction Activities A Stormwater Pollution Prevention Plan (SWPPP) has been prepared for construction activities to minimize activities contamination that may be caused by erosion and sedimentation during the construction process. The plan includes provisions related to soil stabilization, structural erosion controls, waste collection disposal, offsite vehicle tracking, spill prevention and maintenance and inspection procedures. A copy of the SWPPP is attached hereto and made a part of hereof. Exhibit 2.2 Application 181009-16 Page 5 of 5 E-1A MAXIMUM ALLOWABLE DISCHARGE RATE 1) On-Site Water Management Basin Area 194.14 ac 2) Maximum Allowable Discharge Rate N/A 3) Basin Max.Allowable Discharge Rate Tidal Discharge Basin Max.Discharge Rate(from ICPR results) 17.24 cfs CHECK MAXIMUM WATER QUALITY DISCHARGE VOLUME IN 24 HOURS(BASIN 20) District criteria(Basis of Review Sec.7.2.a)limits Water Quality Discharge to a maximum design discharge of one-half inch of the detention volume in 24 hours. 1) Water Quality Elevation 2.39 ft 2) From attached ICPR 25 year-3 day flood routing model a. Time water quality elevation is reached during drawdown stage at time 2.38 ft 272.0 Hours Cumulative Outfall Volume(AF)at time 143.02 ac-ft b. 24 hours after time water quality elevation is reached stage at time 2.30 ft 296.0 Hours Cumulative Outfall Volume(AF)at time 149.26 ac-ft 3) Actual 24 hr.Water Quality Discharge Volume= 6.24 ac-ft 4) Required 0.5 inch Detention Volume= 6.69 ac-ft 5) WQ Discharge Volume is Less Than or Equal To required Detention Volume= YES \\ggm.local\files\Engineering\PROJ-ENG\F\FCEPE\06DP\ERP Major Modification\Engineering Report\Calculations\SFWMD_Basin E-1A Exhibit 2.3 Application No. 181009-16 Page 1 of 4 E-1B MAXIMUM ALLOWABLE DISCHARGE RATE 1) On-Site Water Management Basin Area 242.23 ac 2) Maximum Allowable Discharge Rate N/A 3) Basin Max.Allowable Discharge Rate Tidal Discharge Basin Max.Discharge Rate(from ICPR results) 28.49 cfs CHECK MAXIMUM WATER QUALITY DISCHARGE VOLUME IN 24 HOURS(BASIN 13) District criteria(Basis of Review Sec.7.2.a)limits Water Quality Discharge to a maximum design discharge of one-half inch of the detention volume in 24 hours. 1) Water Quality Elevation 3.18 ft 2) From attached ICPR 25 year-3 day flood routing model a. Time water quality elevation is reached during drawdown stage at time 3.18 ft 248.0 Hours Cumulative Outfall Volume(AF)at time 166.06 ac-ft b. 24 hours after time water quality elevation is reached stage at time 3.08 ft 272.0 Hours Cumulative Outfall Volume(AF)at time 174.37 ac-ft 3) Actual 24 hr.Water Quality Discharge Volume= 8.31 ac-ft 4) Required 0.5 inch Detention Volume= 9.28 ac-ft 5) WQ Discharge Volume is Less Than or Equal To required Detention Volume= YES \\ggm.local\files\Engineering\PROJ-ENG\F\FCEPE\06DP\ERP Major Modification\Engineering Report\Calculations\SFWMD_Basin E-1B Exhibit 2.3 Application No. 181009-16 Page 2 of 4 E-2A MAXIMUM ALLOWABLE DISCHARGE RATE 1) On-Site Water Management Basin Area 145.78 ac 2) Maximum Allowable Discharge Rate N/A 3) Basin Max.Allowable Discharge Rate Tidal Discharge Basin Max Discharge Rate 16.26 cfs CHECK MAXIMUM WATER QUALITY DISCHARGE VOLUME IN 24 HOURS(BASIN 30) District criteria(Basis of Review Sec.7.2.a)limits Water Quality Discharge to a maximum design discharge of one-half inch of the detention volume in 24 hours. 1) Water Quality Elevation 2.40 ft 2) From attached ICPR 25 year-3 day flood routing model a. Time water quality elevation is reached during drawdown stage at time 2.41 ft 254.0 Hours Cumulative Outfall Volume(AF)at time 115.47 ac-ft b. 24 hours after time water quality elevation is reached stage at time 2.26 ft 278.0 Hours Cumulative Outfall Volume(AF)at time 120.03 ac-ft 3) Actual 24 hr.Water Quality Discharge Volume= 4.56 ac-ft 4) Required 0.5 inch Detention Volume= 5.48 ac-ft 5) WQ Discharge Volume is Less Than or Equal To required Detention Volume= YES \\ggm.local\files\Engineering\PROJ-ENG\F\FCEPE\06DP\ERP Major Modification\Engineering Report\Calculations\SFWMD_Basin E-2A Exhibit 2.3 Application No. 181009-16 Page 3 of 4 E-2B MAXIMUM ALLOWABLE DISCHARGE RATE 1) On-Site Water Management Basin Area 96.05 ac 2) Maximum Allowable Discharge Rate N/A 3) Basin Max.Allowable Discharge Rate Tidal Discharge Basin Max.Discharge Rate 11.40 cfs CHECK MAXIMUM WATER QUALITY DISCHARGE VOLUME IN 24 HOURS(BASIN 23) District criteria(Basis of Review Sec.7.2.a)limits Water Quality Discharge to a maximum design discharge of one-half inch of the detention volume in 24 hours. 1) Water Quality Elevation 2.83 ft 2) From attached ICPR 25 year-3 day flood routing model a. Time water quality elevation is reached during drawdown stage at time 2.83 ft 210.0 Hours Cumulative Outfall Volume(AF)at time 71.10 ac-ft b. 24 hours after time water quality elevation is reached stage at time 2.66 ft 234.0 Hours Cumulative Outfall Volume(AF)at time 74.21 ac-ft 3) Actual 24 hr.Water Quality Discharge Volume= 3.11 ac-ft 4) Required 0.5 inch Detention Volume= 3.73 ac-ft 5) WQ Discharge Volume is Less Than or Equal To required Detention Volume= YES \\ggm.local\files\Engineering\PROJ-ENG\F\FCEPE\06DP\ERP Major Modification\Engineering Report\Calculations\SFWMD_Basin E-28 Exhibit 2.3 Application No. 181009-16 Page 4 of 4 L no - - 0 0a W n C) CO r N • v. 'W C° O z O O A— Z o o) z o Y r0) z 1,1 `-1 z y 3 3 u �' H4 p a w w g 3 O !a 0 Ip x 0 4A E` Q ¢ = w 3 W z a w k2 o o ` a W Z :��yXttf S _ U D P_W == a oo a f.�;A' - N1 - u; v - z v_ w 0 LL D I i •K n -' a: 'p u Jx �0 o a .7-'1 a N 0 ✓ O Q 3 s z O j "o' v"'i s m C. h- , Z a.:. LL I cc 3,w $: ° t.' c6 sm Q x N s at. .- Q J S m .' - i a `. `P .P O z • l `.' .- fel h r1 71 �' Q, j T '6 .. Z LL a biiii n P 1.-- 5 J 5 2 r V 5 6 9,w W t N 3 w a ;� ` 0 o o � ory , ... 7. la Q O l � • UJd b^ � r.-. 7. 2 ' Y 2 F. UJ J H O 4 AL_ ...,,\ cc D vIlk - ry n '; i__. w 0 illit.'7114 _ .• _ U Q ry p II: LJ./1 N N ry ry y W .----.) : ry 0 0III • t-W Lita\" J . 7 (I' y ry 3 ,,, ry ry ry N .....0 .( Cl& F 0 i 6 ;r-'1 rsg 'Iv7 cc C.) w p z z'n a ,,,,:t•. rxi 33 PI a U 0 w w "1 I >a oz .—rte o (g W J A U M z0 00 F4, a U 2i O Iun g LL U)O Q0 11 A :13f,2- - CAD S-EE'fERi'IT-ECEA?,_'3062-.ECCE i.JCCS'. r. 5''2CIS PRESERVE MONITORING AND MAINTENANCE PLAN ESTANCIA AMENDED JUNE 2016 Prepared by: TURRELL,HALL&ASSOCIATES,INC 3584 EXCHANGE AVENUE NAPLES,FL 34104 Exhibit No. 3.1 Application No. 181009-16 Page 1 of 18 Fiddler's Creek Estancia Section 18&19, Township 50 S, Range 27 E, Collier County. Preserve Monitoring and Maintenance Plan June 29, 2016 1.0 INTRODUCTION The purpose of this report is to document the proposed maintenance and monitoring activities for the conservation areas internal to the development footprint of the project known as Estancia. The Estancia project is a residential and golf course community within the existing Fiddler's Creek development east of Naples, FL. The project area is the remaining undeveloped portion of the 3,932 acre Fiddler's Creek Development of Regional Impact (DRI). The Fiddler's Creek DRI is presently approved for a total of 6,000 residential units, 33.6 acres of business use, community facilities, schools, roads, parks, recreation and open space, golf courses, lakes and environmental preserves. The property is located at the southwestern corner of a larger agricultural area east of the CR951 and US 41 intersection. The property has been in agricultural production since the late 1960's and early 1970's originally by A. Duda and Sons Farms and since 1992 by South Coast Vegetable and Gargiulo Farms. 2.0 EXISTING CONDITIONS The site contains 4 distinct wetland areas which will be enhanced and preserved as part of the development project. All of the wetlands are heavily-degraded by exotic plant species and altered hydrology. The dominant habitats are Mixed Wetland Hardwood, Wetland shrub, and Cypress. Wetland W-1 (11.0 acres; along the north boundary of the property; SFWMD jurisdictional only) This wetland is surrounded and enclosed by an agricultural berm and a very dense fringe of exotic vegetation, predominately Brazilian pepper. Based on a review of historic aerial photos and field observations, it appears this wetland was once part of a larger system than was bifurcated by US 41 and further reduced as a result of the historical row crop activities. This wetland has been affected by the surrounding agricultural grading (construction of ditches, berms, row crop fields) as well as it being used for direct outfall pumping which has altered the area's hydrology. Wetland W-1 is primarily a pond apple and pop ash depressional wetland. Brazilian pepper has invaded portions of the wetland, in some cases over 75%. Active agricultural manipulation of water levels in the adjacent row crop fields and irrigation ditches currently dictates the wetland's hydroperiod. Relatively deep standing water can be present for significant periods when the area water table is allowed to remain high though the water table can drop drastically when water is pumped out of this area. Wetland W-2 (14.0 acres; along the west central boundary of the project; SFWMD jurisdictional only) This wetland is completely surrounded and enclosed by agricultural berms and irrigation ditches. Indications are that the central portion of the wetland, an area dominated by cypress and pond apple, was historically a depressional wetland but that the surrounding portions were once pine 1 Exhibit No. 3.1 Application No. 181009-16 Page 2 of 18 Fiddler's Creek Estancia Section 18&19, Township 50 S, Range 27 E, Collier County. Preserve Monitoring and Maintenance Plan June 29, 2016 flatwoods. Today, these outer portions of the wetland consist of areas of dense Brazilian pepper, and a scrub/shrub community dominated by an admixture of shrubby species such as Carolina willow, primrose willows, and wax myrtle. The entire wetland can be inundated for significant periods when the water table in the surrounding fields is allowed to remain high. Similar to wetland W-I, this wetland's hydroperiod is controlled by the management of water levels in the adjacent row crop fields and irrigation ditches. Wetland W-3 (5.9 acres; within the east central portion of the property; SFWMD jurisdictional only) This wetland is also completely surrounded and enclosed by agricultural berms and irrigation ditches. Indications are that this wetland, like W-2, was also a depressional wetland. Today,the entire wetland is infested with dense Brazilian pepper, and only a rare remnant of the original cypress and wetland hardwoods remain. The entire wetland can be inundated for significant periods when the water table in the surrounding fields is allowed to remain high. Similar to the other wetlands, this wetland's hydroperiod is controlled by the management of water levels in the adjacent row crop fields and ditches. Wetland W-4 (5.1 acres; in the southeast corner of the property; SFWMD & USACE jurisdictional) Based on field observations and a review of historic aerial photographs, it is possible that most of this wetland is man-made and once was part of a larger upland area. This wetland is a fallow agricultural row crop area that has not been farmed in several years. It appears that the topographic manipulation associated with past agricultural activities may have lowered the ground elevation enough to create the grades sufficient to establish a hydrologic regime capable of supporting wetland plant species which subsequently colonized the area. This disturbed wetland is now dominated by a mixture of herbaceous wet prairie species. Exotic plant species including para grass, torpedo grass, and Brazilian pepper have invaded a large portion of the wetland and are the dominant cover throughout. The wetland's hydroperiod is largely determined by manipulation of water levels in the nearby row crop fields and irrigation ditches. There are signs that portable throwout pumps sometimes discharge water from adjacent row crop fields into the ditch surrounding this wetland. Table 1- Wetland Preserve FLUCCS Codes& Acreages Wetland FLUCFCS FLUCFCS Description Acres USACE SFWMD ID Code JURISDICTION JURISDICTION W-1 616(E3) Pop Ash and Pond Apple 11.0 No YES (50%to 75%Exotics) W-2 618 (E4) Willow and Brazilian Pepper 5.9 No YES (75%to 100%Exotics) 621 (E2) Cypress(25%to 50% 8.1 No YES Exotics) W-3 618 (E4) Willow and Brazilian Pepper 5.1 No YES (75%to 100%Exotics) W-4 216H Fallow Ag Lands(Hydric) 5.1 YES YES TOTAL ACRES OF WETLAND 5.1 35.2 2 Exhibit No. 3.1 Application No. 181009-16 Page 3 of 18 Fiddler's Creek Estancia Section 18&19, Township 50 S, Range 27 E, Collier County. Preserve Monitoring and Maintenance Plan June 29,2016 3.0 INITIAL ENHANCEMENT/EXOTIC REMOVAL ACTIVITIES Wetland 1 (W-1) Wetland Forest Enhancement(619/433 area) This wetland presently consists of a depressional mixed hardwood forest with a mixture of pond apple, pop ash, cypress, and several other species. The wetland has a severe exotic infestation (50-75% cover by exotics, mainly Brazilian pepper) but patches of desirable native plant cover remain,primarily in the canopy stratum. This wetland will be enhanced by eradicating the exotic and nuisance plants. Such vegetation will be eradicated by a combination of selective mechanized clearing and removal of exotics where infestation levels dictate such treatment and through non-mechanized procedures. Desirable native canopy and,to a lesser degree,sub-canopy species will be retained where feasible during this process. Large "gaps" (areas greater than approximately 1,000 square feet which effectively have no remaining native canopy and sub- canopy vegetation due to the exotic eradication efforts or previously existing disturbances) will be re- planted with native wetland canopy, sub-canopy, and ground cover species to restore native wetland forest communities in these zones. Grading(740 area) The perimeter berm which surrounds this wetland will be removed along the east, south, and western boundaries. This will allow the wetland hydrology to be directly tied into the Buffer Spreader Swale which will be constructed along the southern edge of the wetland. The berm along the northern boundary of the wetland will be cleaned up of the exotic infestation and restored to the parameters required by the stormwater management guidelines. Wetland 2 (W-2) Wetland Forest Enhancement(621/619 area) This wetland presently consists of a depressional cypress forest with a scattering of pond apple, maple, holly, and several other species. The wetland has a moderate exotic infestation (25-50% cover by exotics, mainly Brazilian pepper) but good patches of desirable native plant cover remain in all strata. This wetland will also be enhanced by eradicating the exotic and nuisance plants. Exotic vegetation will be eradicated through non-mechanized procedures for this are within the wetland as trying to get mechanized equipment into the area would cause undue damage to the existing viable vegetation. Given the current conditions and presence of desirable vegetation in all strata, it is not anticipated that any plantings will be required within this portion of W-2. Wetland Scrub Enhancement(619/618 area) The existing willow marsh area occurring around the depressional cypress area has been severely infested by Brazilian pepper (75-100% coverage). This area will be enhanced through the eradication of exotic and nuisance plant species using a combination of selective mechanized and non-mechanized removal. This area will be re-planted to a combination of wet prairie and scrub- shrub wetland with Carolina willow and wax myrtle shrubs established amongst appropriate ground covers. 3 Exhibit No. 3.1 Application No. 181009-16 Page 4 of 18 Fiddler's Creek Estancia Section 18&19, Township 50 S, Range 27 E, Collier County. Preserve Monitoring and Maintenance Plan June 29, 2016 Grading(740 area) The perimeter berm which completely surrounds this wetland will be removed and portions outside of the development area will either be graded to match the adjacent wetland elevations or to match the adjacent upland buffer elevations. The graded areas will be planted with appropriate upland or wetland native vegetation depending on the final elevations established. Wetland 3(W-3) Wetland Forest Enhancement(619 area) This wetland presently consists of a depressional scrub forest with a scattering of remnant cypress and other tree species. The wetland has a severe exotic infestation (75-100% cover by exotics, mainly Brazilian pepper) and very few patches of desirable native plant cover remain in any of the strata. This wetland will be enhanced by eradicating the exotic and nuisance plants. Exotic vegetation will be eradicated primarily through mechanized procedures. A mix of canopy, mid-story, and groundcover vegetation will be planted within the open areas to create a mixed forest central habitat surrounded by a scrub/prairie perimeter. Wetland Scrub Enhancement(619/433 area) The existing berm and perimeter area occurring around the depressional center has been completely infested by Brazilian pepper (90-100% coverage). This area will be enhanced through the eradication of exotic and nuisance plant species using predominately mechanized removal. This area will be re-planted to a combination of wet prairie and scrub-shrub wetland with Carolina willow and wax myrtle shrubs established amongst appropriate ground covers. Grading(740 area) The perimeter berm which completely surrounds this wetland will be removed and portions outside of the development area will either be graded to match the adjacent wetland elevations or to match the adjacent upland buffer elevations. The southern boundary of the wetland will be tied into the littoral shelf and plantings associated with the storm water system lake so that the hydrology of the wetland is augmented by the surface water management system. The graded areas will be planted with appropriate upland or wetland native vegetation depending on the final elevations established. Wetland 4 (W-4) Wetland Marsh and Prairie Restoration(216H area) This wetland area has been completely impacted by past farming activities and is currently overrun with exotic paragrass. The existing wetland area is 5.1 acres in size but will be expanded to 7.2 acres with the filling of the ditch and grading of the perimeter berm around the wetland. This area will be mechanically cleared and grubbed thereby eradicating the existing exotics. It will then be graded in accordance with grading plans to create a mixed marsh and prairie habitat. The marsh depressions will allow for forage fish concentrations early in the dry season which will provide enhanced foraging opportunities for wood storks and other wading birds. Sandhill cranes and snail kites may also utilize this area for foraging once the enhancements are completed. The area will be graded to form depressions and low areas that 4 Exhibit No. 3.1 Application No. 181009-16 Page 5 of 18 Fiddler's Creek Estancia Section 18&19, Township 50 S,Range 27 E, Collier County. Preserve Monitoring and Maintenance Plan June 29, 2016 largely support an herbaceous freshwater marsh community with some fringe areas designed to support more of an herbaceous wet prairie community. Grading(740 and OSW areas) During this process, wetlands will be created from the upland berm around the southern side of the wetland and wetlands will be restored from the filling of the ditch(other surface water)up to the adjacent wetland grades. Following completion of grading efforts, the shallow portions of the enhancement area will be completely planted with appropriate native herbaceous wetland species. The deeper portions of this area will remain unplanted so that foraging availability is not impacted by competing vegetation. Vegetative Debris: During Time Zero maintenance events,all nuisance and exotic plant species killed by herbicidal spraying,cutting or girdling will be physically removed from the preserve. No standing debris or stockpiling of materials will remain. Clearing& Grading Activities: Prior to the clearing, grubbing, and grading activities outlined above, the exact limits of zones requiring complete clearing and grading will be determined in the field and will be marked with protective barriers such as flagging, ropes, silt fence, enviro-fence, or a combination of such items. These marker barriers will remain in place until grading activities are completed. Prior to initiation of the clearing and grading activities, silt fences will also be installed at appropriate locations adjacent to existing wetlands to control erosion and sediment transport. These erosion/sediment control devices will remain in place until grading activities are completed and the graded areas are stabilized. Machinery/vehicle ingress and egress routes to the areas requiring grading will be restricted to avoid unnecessary damage to upland and wetland areas both within the boundaries of the wetland areas and to areas situated outside the property boundary. As-built surveys of graded areas will be conducted and coordinated with agency review staff to insure that target elevations are achieved prior to planting. Planting Specifications: Certain enhancement activities outlined above may require planting native vegetation if the exotic removal result in large barren areas within the preserves. The Tables below provide a potential list of species which may be employed when planting wetland forest, scrub,marsh,and prairie areas. The final determination of plant species to install may vary from these tables depending on site conditions, as-built survey elevations following grading activities, and the species availability. Specifications for planting enhancement activity are as follows: Wetland Forest ---- Canopy species will be planted on 15-foot centers (average). Canopy species will be minimum 3 gallon stock with a minimum height of 4 feet. Sub-canopy species will be planted on 8-10-foot centers (average) using minimum 3-gallon stock. Ground cover species will be planted on 3-foot centers (average) using minimum bare-root or liner stock. Planting configurations will vary, likely employing uniform spacing and scattered groups or clusters. 5 Exhibit No. 3.1 Application No. 181009-16 Page 6 of 18 Fiddler's Creek Estancia Section 18&19, Township 50 S, Range 27 E, Collier County. Preserve Monitoring and Maintenance Plan June 29, 2016 Wetland Shrub ---- Sub-canopy (shrub) species will be planted on 8-10-foot centers (average) using minimum 3-gallon stock. Ground cover species will be planted on maximum 3-foot centers (average) using minimum bare-root or liner stock. The shrubs and herbaceous species will typically be planted in staggered rows and clusters. A total of at least 1 tree for every 20 shrubs will also be installed using minimum 3-gallon stock with a minimum height of 4 feet. These trees will be planted within that portion of the scrub areas where the elevations are lowest. Trees will generally be planted in scattered groups with varied spacing. CYPRESS and SHRUB PLANTING AREAS Canopy Mid-story Ground Cover Cypress Button Bush Sawgrass (Taxodium distichum) (Cephalanthus occidentals) (Cladium jamaicense) Red Maple Marlberry St. John's Wort (Acer rubrum) (Ardisia escallonioides) (Hypericum spp.) Dahoon Holly Pond Apple Swamp Fern (Ilex cassine) (Annona glabra) (Blechnum serrulatum) Laurel Oak Cocoplum Sand Cordgrass (Quercus laurifolia) (Chrysobalanus icaco) (Spartina alterniflora) Pop Ash Wax Myrtle Crinum Lily (Fraxinus caroliniana) (Myrica cerifera) (Grin urn americanum) Wetland Marsh ---- Ground cover species will be planted on maximum 3-foot centers (average) using minimum bare-root or liner stock. They will typically be planted in staggered rows and in clusters. Wetland Prairie ---- Appropriate ground cover species will be planted on maximum 3-foot centers (average) using minimum bare-root or liner stock. Portions prairie areas may be seeded with native ground cover species in cases where this treatment will better attain the vegetative cover goal. Only areas lacking the required minimum viable ground cover following completion of initial exotic eradication efforts will need to be planted. Such areas and their associated planting requirements will be determined in the field. MARSH and PRAIRIE AREAS Zone 1: Zone 2: Zone 3: >project control elevation < 1' below control 1' to 2' below control elevation elevation Sand Cordgrass Bacopa Duck Potato 6 Exhibit No. 3.1 Application No. 181009-16 Page 7 of 18 Fiddler's Creek Estancia Section 18&19,Township 50 S,Range 27 E, Collier County. Preserve Monitoring and Maintenance Plan June 29, 2016 (Spartina alterniflora) (Bacopa caroliniana) (Sagittaria latifolia) Wiregrass Beak Rush Bulrush (Aristida spp.) (Rhynchospora spp) (Schoenoplectus californicus) Yellow-eyed Grass Iris (Xyris spp.) (Iris virginica) Spike Rush (Eleocharis spp.) Swamp Fern Alligator Flag (Blechnum serrulatum) (Thalia geniculata) Alligator Flag (Thalia geniculata) Crinum Lily Pickerelweed (Crinum americanum) (Pontedaria cordata) Pickerelweed (Pontedaria cordata) Sawgrass Canna Lily (Cladium jamaicense) (Canna generalis) Creeping Primrosewillow (Ludwigia repens) Red root Sand Cordgrass (Lachnanthes caroliana) (Spartina alterniflora) St. John's Wort Duck Potato (Hypericum spp.) (Sagittaria latifolia) Maidencane (Panicum hemitomon) 3.1 ENHANCEMENT SCHEDULE The approach employed during the initial phases of the proposed enhancement activities will be somewhat atypical. It is common to begin re-planting activities as soon as feasible following completion of initial exotic eradication activities and initial clearing and grading activities. This will not be the case for the proposed enhancement program. Instead, the initial plantings necessary will not be conducted until near the beginning of the wet season of the next year following completion of the initial exotic/nuisance plant eradication activities and completion of the clearing and grading activities (i.e. 12+ months may elapse between completion of initial exotic/nuisance eradication and grading activities and installation of initial plantings needed). There are two main reasons for taking this approach. The primary reason is that it will allow very intensive exotic and nuisance plant eradication activities to occur during the year prior to planting without fear of killing planted species. This is especially important in W-4 where the eradication of the paragrass is expected to take several treatments. The first growing season following initial eradication efforts and particularly clearing/grading activities is often a time of rapid colonization of treated areas by ruderal species (both desirable native species and especially nuisance species) as well as re-growth of exotics not fully killed and sprouting of 7 Exhibit No. 3.1 Application No. 181009-16 Page 8 of 18 Fiddler's Creek Estancia Section 18&19, Township 50 S, Range 27 E, Collier County. Preserve Monitoring and Maintenance Plan June 29, 2016 exotics from seed sources and propagules. Too often the intensity of follow-up exotic and nuisance plant eradication required during this first year results in inadvertent damage to planted species. Competition by nuisance and exotic species can also hinder growth of planted species, particularly planted ground cover. Another reason for this approach is that it will allow time for some initial colonization of treated areas by desirable native plant species. The establishment of these pioneer native species can reduce the quantity of plantings needed somewhat and the established desirable species can help serve as a guide to appropriate species to utilize for the plantings that are necessary. All of the mitigation activities associated with the wetland restoration, creation, and enhancement will be conducted concurrently with the development construction. No phasing is proposed. Using this approach, a preliminary estimation of the schedule key milestone activities involved in the enhancement program is as follows: Milestones Approximate Date All necessary permits for site development acquired. January 2017 Begin initial exotic/nuisance eradication and clearing& March 2017 grading activities. Complete initial exotic/nuisance eradication and June 2018 clearing/grading activities. Install initial plantings. June—August 2018 Time Zero monitoring(actual monitoring activities prior August 2018 to report submittal). Routine management/maintenance activities April—May every subsequent year Annual monitoring(actual monitoring activities, 5-year October 2018-2023 period) 3.2 PRESERVE MAINTENANCE Preserve maintenance requires a solid knowledge of native, exotic and nuisance vegetation and wildlife. The average landscape or lake maintenance company does not usually have the kind of specialized knowledge needed to perform preserve maintenance properly. The Estancia preserve areas, which encompass the existing wetlands on the project site, will be maintained to suppress infestation by exotic/invasive and nuisance plant species. Maintenance/management actions will be conducted as required to meet the enhancement success criteria previously described. These areas will be maintained in perpetuity such that exotic and nuisance plant infestations do not exceed the maximum allowed by the original success criteria. After initial eradication efforts are complete, follow-up exotic and nuisance plant control will include directed herbicide applications and/or physical removal methods throughout all portions of the preserve areas. Exotic/nuisance plant control is likely to occur on at least a semi-annual 8 Exhibit No. 3.1 Application No. 181009-16 Page 9 of 18 Fiddler's Creek Estancia Section 18&19, Township 50 S, Range 27 E,Collier County. Preserve Monitoring and Maintenance Plan June 29,2016 basis for the first three years following completion of initial eradication efforts. Such maintenance events may be conducted more frequently if field observations indicate the need. At the end of this period, the frequency of activities necessary to adequately control nuisance and exotic plants will be re-assessed and a program developed for future maintenance. At a minimum there will be at least one exotic/nuisance plant control event per year. Follow-up plantings of previously planted areas will be conducted as necessary when and where survivorship,density, and/or percent cover goals are not achieved.The need for such re-plantings will typically be assessed on an annual basis. If native wetland, transitional, and upland (in upland preserve areas) species do not achieve the target coverage (min. 60% in marsh, 80% elsewhere) within the initial two years of the monitoring program, additional native species appropriate to the habitat types will be planted according to this management plan. At the end of the monitoring program, all mitigation areas must contain the required coverage (min. 60% in marsh, 80% elsewhere) of desirable native species appropriate to the target habitat types and consistent with any wetland or species mitigation credit received. Management/maintenance activities may include removal of dead, dying, or diseased plants (both planted and existing plants)as deemed necessary. A qualified biologist or similar environmental professional will initially inspect the conservation areas at least once a year. During the first few years inspections will likely occur more frequently in an effort to rectify any potential problem situations (e.g., exotic/nuisance plant infestations, mortality of planted species, etc.) before they worsen. The necessary maintenance activities will be determined by the biologist during these inspections.Future inspections may be modified to a two or three year time period if preserves are shown to be maintaining success criteria without intervention. Following completion of the mitigation monitoring program, the preserve area will be maintained in perpetuity such that the total vegetative cover accounted for by exotic and nuisance plants each constitute no more than 5%of total plant cover. Perpetual maintenance will insure that the preserve areas continue to support the desirable native habitats as specified in the permits. Maintenance will also ensure that no areas within the preserve are dominated by exotic/nuisance species or by any native vegetation inconsistent with natural communities. 4.0 ENHANCMENT AND RESTORATION SUCCESS CRITERIA Success criteria for the Estancia wetland mitigation program are described in the following paragraphs. 1. Record Conservation Easement(s). 2. Complete initial eradication of exotic/invasive and nuisance plant species. Exotic/invasive plant species will include Category I and Category II species identified in the current "Invasive Plant List" published by the Florida Exotic Pest Plant Council (FLEPPC) as well as Class I and Class II Prohibited Aquatic Plans listed in Chapter 62C- 52.011, Florida Administrative Code. Nuisance plant species will include native species 9 Exhibit No. 3.1 Application No. 181009-16 Page 10 of 18 Fiddler's Creek Estancia Section 18&19, Township 50 S, Range 27 E, Collier County. Preserve Monitoring and Maintenance Plan June 29, 2016 deemed detrimental due to their potential adverse competition with desirable native species. Examples of potential nuisance plant species include: dog-fennel (Eupatorium spp.), ragweed (Ambrosia spp.), cattail (Typha spp.), grapevine (Vitis spp.), climbing hempvine (Mikania scandens, M. micrantha), pepper vine (Ampelopsis arborea), and love vine (Cassytha filiformis). Immediately following enhancement activities there should be 0% coverage of exotic/nuisance plant species, with no more than 5%total areal coverage in between maintenance events. 3. Complete initial clearing, grubbing, and grading activities. 4. As-built survey of graded areas confirmed within target elevations. 5. Maintain wetland preserve areas exotic free through intensive exotic removal maintenance follow-up treatments. Reduce exotic and nuisance vegetation regeneration to less than 5% coverage. 6. Complete initial planting of native canopy, sub-canopy, and ground cover plant species. 7. Achieve a minimum average ground cover of 80% by planted ground cover species and/or naturally recruited native ground cover species within the first two (2) growing seasons. This criterion does not apply to the open marsh areas which will be left partially bare (60%to 70%coverage)to facilitate wading bird foraging opportunities. 8. Monitor preserve areas at least annually to track planting success and exotic and nuisance vegetation infestations. 9. Maintain all conservation areas such that the total vegetative cover accounted for by exotic and nuisance plants each constitute no more than 5% of the total plant cover. 5.0 OTHER PROTECTION MEASURES Homeowner Education Homeowners will be given informational pamphlets regarding south Florida ecosystems and local wildlife, along with a drawing (below) clearly marking the limits of where they can alter the landscape or place bird feeders, statuary, etc. Preserve related information will also be included in the homeowners' documents for the development so that residents are well informed of their preserve boundaries, management , , techniques, and required pet controls. I'.,P,"' iv Exhibit No. 3.1 Application No. 181009-16 Page 11 of18 Fiddler's Creek Estancia Section 18&19, Township 50 S, Range 27 E, Collier County. Preserve Monitoring and Maintenance Plan June 29, 2016 Preserve Delineation Preserves will be clearly delineated during any construction activities and will be surrounded by double siltation barriers. Surveyors tape or similar demarcation will be used to identify the construction area and keep construction equipment out of the preserve area. After construction, small signs will identify the boundaries of the preserve and inform residents to stay outside of the preserve area. Long-Term Protection The entirety of the preserve shall be placed into a passive conservation easement, and enforcement rights shall be granted to the South Florida Water Management District and Collier County. The conservation easement will be filed and recorded before any onsite pre- construction meetings can be held. 6.0 MONITORING PLAN The permittee will submit monitoring reports to the SFWMD and USACE documenting general conditions in the Estancia preserve areas established for the project's wetland impact mitigation program. One "baseline", one "time zero", and a minimum of five annual monitoring reports will be submitted. The "baseline" monitoring report (with monitoring conducted prior to initiation of mitigation activities)will provide the following information: 1. Brief description of current conditions within the preserve area. 2. Brief description of anticipated maintenance/management work to be conducted over the next year. 3. A summary of rainfall data collected during the year preceding the monitoring report based on rainfall data recorded at an onsite station. 4. Photographs documenting conditions in the preserve areas at the time of monitoring. Photos will be taken at permanent photo stations within the on-site preserves. At least two photos will be taken at each station with the view of each photo always oriented in the same general direction from one year to the next. 5. Quantitative data collected from various habitat types documenting existing vegetation composition and wildlife utilization. The "time zero" monitoring report (with monitoring conducted shortly after completion of all initial mitigation activities) and the five annual monitoring reports will provide the following information: 1. Brief description of maintenance and/or management and/or mitigation work performed since the previous monitoring report along with discussion of any other significant occurrences. 11 Exhibit No. 3.1 Application No. 181009-16 Page 12 of 18 Fiddler's Creek Estancia Section 18&19, Township 50 S, Range 27 E, Collier County. Preserve Monitoring and Maintenance Plan June 29,2016 2. Brief description of anticipated maintenance/management work to be conducted over the next year. 3. A summary of rainfall data collected during the year preceding the monitoring report based on rainfall data recorded at an onsite station. 4. A summary of water table elevation data collected from the on-site piezometers or continuous recording water level gauges. Data (water table elevations)will be collected at least bi-weekly during the peak of the wet season(late July through mid-October). 5. Photographs documenting conditions in the preserve areas at the time of monitoring. Photos will be taken at permanent photo stations within the on-site preserves. At least two photos will be taken at each station with the view of each photo always oriented in the same general direction from one year to the next. 6. Quantitative data will be collected from mitigation/enhancement areas as outlined in the following paragraphs. Wetland Forest Areas(FLUCFCS 618, 621) To gather data concerning canopy and sub-canopy species, belt transects approximately 50 feet wide will be established. The location and length of these transects will be determined in the field and will be oriented to pass through planted areas. Data recorded within these transects will include: average percent survival of planted canopy and sub- canopy species (as necessary pursuant to success criteria); average density of native canopy and sub-canopy species, and; average percent cover by exotic and nuisance species in the canopy or sub- canopy strata. Large sampling plots may be substituted for belt transects to gather these data or the data may be collected using the point-centered quarter method or nearest neighbor method of sampling. Data from multiple transects, plots, or points will be averaged for reporting. Data concerning ground cover species and nuisance and exotic plant species will be gathered from sampling quadrats. Quadrats will be established either along the axis of the belt transects, within the boundaries of large sampling plots, or at sampling points established for point-centered quarter/nearest neighbor measurements, depending on which sampling method is used for monitoring canopy and sub-canopy vegetation. Each sampling quadrat will be approximately 2 meters x 2 meters in size. Data recorded in each quadrat will include average percent cover by native ground cover species (both planted and naturally recruited species), average percent cover by exotic and nuisance species, and,as necessary pursuant to success criteria, average percent survival of planted species. Data collected from individual quadrats will be averaged by transect for reporting. Wetland Marsh and Prairie Areas(FLUCFCS 641 &643) A minimum of 3 quadrats will be established at roughly equal-spaced increments along each monitoring transect. Transect locations will be determined in the field to provide data best representing overall conditions in a particular marsh or wet prairie area. Each sampling quadrat will be approximately 2 meters x 2 meters in size. Data recorded in each quadrat will include average percent cover by native ground cover species (both planted and naturally recruited species), average percent cover by exotic and nuisance species, and,as necessary pursuant to success criteria, average percent survival of planted 12 Exhibit No. 3.1 Application No. 181009-16 Page 13 of 18 Fiddler's Creek Estancia Section 18&19, Township 50 S, Range 27 E, Collier County. Preserve Monitoring and Maintenance Plan June 29, 2016 species. Data collected from individual quadrats will be averaged by transect for reporting. 7. Other general observations made in various portions of the preserve area. These observations will address potential problem zones, general condition of native vegetation including planted species, wildlife utilization as observed during monitoring, and other pertinent factors. 8. A plan view drawing of the preserve area showing mitigation features,monitoring transects/sampling plots,photo stations, and piezometers/staff gage locations. 9. A summary assessment of all data and observations along with recommendations as to actions necessary to help meet mitigation and management/maintenance goals and mitigation success criteria. 10. A summary of all observed wildlife sightings and evidence of wildlife utilization. In addition to the information described above, the time zero monitoring report will also provide "as built" drawings depicting the topography of those portions of the preserve where grading was conducted as part of the mitigation program. The time zero report will be submitted following completion of the initial exotic eradication efforts, grading activities, and initial planting activities. This report will document initial conditions in the preserve area following the initial plantings and the number, size, and species of plants installed. It will also contain the information and data described above for annual reports along with exhibits depicting the graded areas. One should remember that the approach to mitigation will involve first conducting clearing, grubbing, and grading activities along with initial exotic eradication activities. Then a period of roughly one year will elapse during which time mitigation activities will focus on further intensive exotic and nuisance plant eradication and control. The majority of initial plantings will not be installed until near the beginning of the first wet season that follows. Thus, the time span beginning when the initial mitigation activities are first started (initial exotic eradication, initial grading) and ending when these initial activities are completed (time of initial plantings) could encompass 18 months or more. The time zero monitoring will not be conducted until after initial plantings have been completed. Subsequent annual monitoring reports will be submitted over a minimum period of five consecutive years following submittal of the time zero report. These annual reports will contain the monitoring information described and will focus on changes from the conditions documented in the preceding monitoring report, and attainment of success criteria. The permittee will notify the SFWMD and USACE if alterations to the anticipated monitoring schedule become necessary. If monitoring reports or general observations indicate that the preserved wetlands have been negatively affected by the permitted development in a manner that is irreversible, such as drowning vegetation due to impoundment of waters or transitioning of wetlands into upland habitats due to reductions in hydrology, the permittee will be required to submit a remediation plan within 30 days of notification by the SFWMD compliance staff of such conditions. The 13 Exhibit No. 3.1 Application No. 181009-16 Page 14 of 18 Fiddler's Creek Estancia Section 18&19, Township 50 S, Range 27 E, Collier County. Preserve Monitoring and Maintenance Plan June 29, 2016 remediation plan may include on-site or off-site mitigation as necessary to address any deficiencies resulting from the negative effects. The permittee shall retain the ability to modify this monitoring program should it become necessary to make the program consistent with monitoring requirements of any government agencies or to improve the information provided by the monitoring program. The preserve manager for this project will be: Timothy Hall- Turrell, Hall &Associates, Inc. 3584 Exchange Ave. Naples, FL 34104 (239)643-0166 Please refer to Exhibit No. 3.2 for the monitoring work schedule. DEPORT/ ACTIVITY '�' -1- Beleliite-Mefritering-Ilepert February 15, 2017 March 15, 2017 2018 August 15, 2018 October 15,2019 October 15,2019 September 30, 2020 4 October 15,2020 September 30,2021 October 15,2021 September 30, 2022 October 15,2022 September 30,2023 Get-ober-1-572024 Site-1111peetion November 2023 14 Exhibit No. 3.1 Application No. 181009-16 Page 15 of 18 Fiddler's Creek Estancia Section 18&19, Township 50 S, Range 27 E, Collier County. Preserve Monitoring and Maintenance Plan June 29, 2016 7.0 ON-SITE PRESERVE MAINTENANCE & MONITORING COST ANALYSIS Wetland W-1 Activity Quantity Unit Unit Cost Total Cost Clearing and Grubbing 1.0 acres $1,500 $1,500 Contouring 0.5 acres $2,750 $1,375 Exotic Vegetation Removal 11.01 acres $2,000 $22,020 Wetland W-2 Activity Quantity Unit Unit Cost Total Cost Clearing and Grubbing 1.0 acres $1,500 $1,500 Contouring 0.5 acres $2,750 $1,375 Exotic Vegetation Removal 5.9 acres $3,000 $17,700 8.1 acres $1,500 $21,150 Wetland W-3 Activity Quantity Unit Unit Cost Total Cost Clearing and Grubbing 0.5 acres $1,500 $875 Contouring 0.25 acres $2,750 $688 Exotic Vegetation Removal 5.9 acres $3,000 $17,700 Wetland W-4 Activity Quantity Unit Unit Cost Total Cost Clearing and Grubbing 6.6 acres $1,700 $11,220 Contouring 7.2 acres $2,750 $19,800 Exotic Vegetation Removal 7.2 acres $1,000 $7,200 Revegetation Canopy Trees(3 gal) 1,394 $7.50 $10,455 Woody Shrubs(3 gal) 3,136 $4.50 $14,112 Groundcover(liner, bare root, 34,848 $1.50 $52,272 1-gal) Initial Costs Sub Total $200,942 Exotic and Nuisance Vegetation Control Year 1 (2 events) 38.1 acres $250 $9,525 Year 2(3 events) 38.1 acres $150 $5,715 Year 3 (3 events) 38.1 acres $150 $5,715 Year 4(2 events) 38.1 acres $100 $3,810 Year 5 (2 events) 38.1 acres $100 $3,810 Maintenance Sub Total $28,575 TOTAL ESTIMATED COST FOR PRESERVE I $229,517 15 Exhibit No. 3.1 Application No. 181009-16 Page 16 of 18 Fiddler's Creek Estancia Section 18&19, Township 50 S, Range 27 E, Collier County. Preserve Monitoring and Maintenance Plan June 29, 2016 COST ESTIMATE FOR MONITORING PRESERVE AREA Mitigation Monitoring Total Time Zero 1.00 Cost $18,000 $18,000 Total 1st Annual 1.00 Cost $10,000 $10,000 Total 2nd Annual 1.00 Cost $10,000 $10,000 Total 3rd Annual 1.00 Cost $10,000 $10,000 Total 4th Annual 1.00 Cost $10,000 $10,000 Total 5th Annual 1.00 Cost $12,500 $12,500 Monitoring Sub Total $70,500 TOTAL ESTIMATED COST FOR MITIGATION $300,017 TOTAL COST + 10% $330,018.70 16 Exhibit No. 3.1 Application No. 181009-16 Page 17 of 18 fo 0 w re r n r. CO 00 w CJ w. r r Lu Cr) z 8 n m W 0) 4- ° o o z z •p p Z _o _ J e.',...4 XHr=i !� - o a o X Z m )12x;' 3 W CL Z �'� o p I '„ o=J O g X El - C6 CO esn , e0 F U m a o Q 1'r0 „ o �11111111111IIIIIIIIIIIIIIII��UIIII11111111111111//��r -'B; w q : .: 1 A11IIIIIIIIIIIiiIIIIIIIIII���111111111111�� ovum / 1 a w = u, ��1111111111111 II/111F• wig. 4 �� mmm�mmmm. 1 1, 1 y ; g 0 /II- i,........... II ;�IIIIIIIII IIIItjI%j 1l���►0►�� .e I r m re to r '1 • ' i.- (11:NI 1 ;I a ' - ,i-d.4. mmmm,+ s e.ifiik:lik, ,/-- ) c :.• , ilk,* '---.7_,,,\ Ae\lEa,,, to:Ippei:75,9 •tria 04mil _ 1511 ��IIII_II111//j/� a� .. .. 'tS ; ,,„..I.re ,./.41,4ilow.v.)030ai , \ LLJ cn �1Q I ��/� ` q��I �` G��\ '�� �Itl4,14 `--L ""id Q ��f�, �Oj�/ II���. )1111���� �� I Z :2:7, ��%I I/ '\,��iii���/i/// N/��/,y //%,�� ��`,Q�i�1��111111%j��� �`1 ��/ w I_ /'i j II ' ,��j/1/1111 /III ' \I114% , i ® '® ®'" lce IIIQIIunt\ �I���! 1 ®mmiu4 � `-1 !LI! e8 U lg - • 4 z a. mai,. v ws 4 i mI P:0305.2-FC{®0CADISHEETCBENMIT-FEDERALO306.2-ACOE.dO❑ MONITORING MAP 6132016 South Florida Water Management District Work Schedule Requirements Application No : 181009-16 Page 1 of 1 Mitigation Plan ID: ESTANCIA Activity Due Date SUBMIT RECORDED AMENDED CONSERVATION EASEMENT 07-JAN-19 SUBMIT BASELINE MONITORING REPORT 15-APR-19 SITE INSPECTION &AS-BUILT SURVEY PRIOR TO PLANTING 31-JUL-19 COMPLETE PLANTING PRESERVE AREAS 30-AUG-19 SUBMIT TIME ZERO MONITORING REPORT 15-SEP-19 SUBMIT FIRST MONITORING REPORT 15-SEP-20 SUBMIT SECOND MONITORING REPORT 15-SEP-21 SUBMIT THIRD MONITORING REPORT 15-SEP-22 SUBMIT FOURTH MONITORING REPORT 15-SEP-23 SUBMIT FIFTH MONITORING REPORT 15-SEP-24 Exhibit No. 3.2 Application No. 181009-16 Page 1 of 1 SOUTH FLORIDA WATER MANAGEMENT DISTRICT Amendment of Conservation Easement This Amendment of Conservation Easement("Amendment of Conservation Easement")is made this day of ,20 18 by the South Florida Water Management District(District")having an address of 3301 Gun Club Road,West Palm Beach,Florida 33406 and a mailing address of Post Office Box 24680,West Palm Beach,Florida 33416- 4680. WITNESSETH: WHEREAS, FCC Creek, LLC granted in favor of the District that certain Deed of Conservation Easement dated February 25, 2016 and recorded in Official Record Book 5 330 at Page 0135 of the Public Records of Collier County,Florida hereinafter referred to as he("Conservation Easement")encumbering the real property Described on Exhibit"A'attached hereto and made a part hereof(hereinafter referred to as the'Original Premises");and WHEREAS,the District has been requested to modify the Conservation Easement to(include)the following language: Rights of the U.S.Army Corps of Engineers('Coral').The Corps,as a third-party beneficiary,shall have the right to enforce the terms and conditions of this Conservation Easement,including: a.The right to lake action to preserve and protect the environmental value of the Conservation Easement Area; b. The right to prevent any activity on or use of the Conservation Easement Area that is inconsistent with the purpose of this Conservation Easement,anc to require the restoration of areas or features of the Conservation Easement Area that may be damaged by any inconsistent activity or use; c. The right to enter upon and inspect the Conservation Easement Area in a reasonable manner and at reasonable times to determine if Grantor or its successors and assigns are complying with the covenants and prohibitions contained in this Conservation Easement;and d.The right to enforce this Conservation Easement by injunction or proceed at law or in equity to enforce the provisions of this Conservation Easement and the covenants set forth herein,to prevent the occurrence of any of the prohibited activities set forth herein, and the right to require Grantor,or its successors or assigns:to restore such areas or features of the Conservation Easement Area that may be damaged by any inconsistent activity or use or unauthorized activities. The Grantor,including their successors or assigns,shall provide the Corps at least 80 days advance notice in writing before any action is taken to amend, alter, release, or revoke this Conservation Easement.The Grantee shall provide reasonable notice and an opportunity to comment or object to the release or amendment to the U.S.Army Corps of Engineers.The Grantee shall consider any comments or objections from the U.S.Army Corps of Engineers when making the final decision to release or amend this Conservation Easement. WHEREAS,the District is amenable to modifying the Conservation Easement to(include/delete)the above language. WHEREAS, all terms of the Conservation Easement remain in full force and effect. The priority of the recording of the Conservation Easement is not affect by this amendment. NOW,THEREFORE,for good and valuable consideration, the adequacy and receipt of which are hereby acknowledged,the District hereby amends the Conservation Easement to(include/delete)the above language. Page 1 of 2 Exhibit No. 3.3 Application No. 181009-16 Page 1 of 8 IN WITNESS WHEREOF,the South Florida Water Management District has caused this Amendment of Conservation Easement to be executed,this day of 20 . SOUTH FLORIDA WATER MANAGEMENT DISTRICT By: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of ,20_ by (title),Environmental Resource Bureau of the South Florida Water Management District,a public corporation,on behalf of the public corporation,who Is personally known to me. Notary Public Print My Commission Expires: OWNER: C Creek, LLC, a elaware limit iability—eemp ✓- Name(sign) WITNESSES: Aubrey J. Ferrao, as Manager and not ;�j;� C t .i Name(print)in his individual capacity / w► i<',Lim ! A, (Et L� Name(print)A-I'M, j( 1)i A../4-(.10C' r �/ l r 1..1.-,...-‘:.: ,_1'.'3IA:11_1.- Ne a(print) ,7,s f• n cIY�Z STATE OF FLORIDA COUNTY OF COLLIER The foregoing Instrument was acknowledged before me this /S t'-" day of legit i 2018 ,by Aubrey J. Ferrao, as Manager who has produced (personally known to me) as identification. Notary�Pub�lic: /',[1.;-84(4-k “�%' 11F �� Deborah A.Sekerak Print: A St 'r<ck ar NOTARY PUBLIC My Commission Expires:(%5/h/x'.) STATE OF FLORIDA '°Comm#GG217417 ' 1'10 Expires 5/14/2022 Page 2 of 2 Exhibit No. 3.3 Application No. 181009-16 Page 2 of 8 CONSENT AND JOINDER Taylor Morrison of Florida,Inc.,a Florida corporation;who by Special Warranty Deed recorded November 5, 2018 at Official Records Book 5568, Page 3814, acquired title to Conservation Areas 1 and 2, as more fully described on Exhibit"A"attached hereto does hereby consent and join to the foregoing Amendment of Conservation Easement executed by FCC Creek,LLC and South Florida Water Management District. OWNER: TAYLOR MORRISON OF FLO A,INC..a Florida corporation Name(sign) (Me/(5- --,,,p',./.rr/c 6 . -tit 6... Name(print) Its: 1//C r. T1/21::-),a-,t-r- WITNES S• 7 , ..___Aziz., 1____.._------ ame(print)AI 7T19'Ec..) M`G l22 Name(print) i STATE OF FLORIDA COUNTY OF -. ' - TO a foregoing instrument was acknowledged before me this ','-- day of `'• . 2018, by 2.— _-,- . ,_ .. - who has produced ('r. -, -.. - as identification. Notary Public: _ _.T.• •- 1 _ ' Print:(.., --,r -c_-, t=;•,r"t d ,;ter"a''.. ELEANOR)ZETTV FOWLER 1 My Commission Expires: i li r;.! t 'o( 74:) ': Notary Pubic-State of Florida 1 11 '•.;I:,'.'.;,11 Commission Y GG 216680 °`••`•'` My Comm.Expires Nov 8,2020 Exhibit No. 3.3 Application No. 181009-16 Page 3 of 8 EXHIBIT "A" r, • , / / 2.2'• :'.•.':•. 1., :I .... ...„...._ �� ,, �N��J . , 6,c ,s .PRESERVE 1 <'- , // // / \\.- \ ' / . `N.\:. , ,,,' ,c? . :,_\_,,N ___ I,1:::::::::::::::::4 , , I 2-:::,..,,,,;iL--- L -( ' ''' ' ( CL:rs----- --:--2----------- /- PRESERVE 2 ., J �\ j \ V i'L/ \ I ! _ c I —� PRESERVE 3 I / 1 / I �� / / F. --...... / ' ( Lil — jr"' !PRESERVE 41- �i N i -.1 �� moo' 1000' - SCALE: 1"= 1000' T. ®GradyMinor o.C.�Aw.4nE101 VIA .F.A. ACb COOL ESTANCIA 3101 VIA Del 1 4 a>C ,e4'Y Syrlgp.t1oNn4:11111! DA9G a ,,/, ._m]t-4 Chef Ooglnrrre Lail Sortrynro Plannery . landsaapr Arrhilrres EXHIBIT A me w.re, .;ts i .Al eDa.m 006(0 ca.of(0.12 00n4141 mti .u n. 1rvnma fc[e../.111 ^ gi Emil 451110.220!07114-1 woo.GrodrH{ner.row Fon there:730600.4300 :-6(0" 1 OF I Page 1 of 5 Exhibit No. 3.3 Application No. 181009-16 Page 4 of 8 EXHIBIT "A" lmg mS9 g F) 8 o I_cz Aid i'ir 1 RiiiRiiq 111 i338 •L iA � - ' -1 f, Vci G' .:,) igg 40 m ' VA,,-..1,411m 'NA Al A ", ''•" =t N N r...I. v A r. r '. 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Q4; Z hII oz I a 1d 8 Z ',g 'R iAl lk." lie F il r,- Er.'Fi, '.1 !! ill ; 1:1 rs3 .,Il '''' ''R, 10 — 3 '- O m O n = O 5 9 g f la b g 3 y // c n % 'og R ;a 3 y 1 V T to 7,-.E: n, �t 0 pc, ..- Ci cn x 4 k to .1 4 E qY (I! ' t. 51�L $ $ 'y w a t_ " Z o'8 0ci it y o n 1` • y 4 • v, t',1 a m 1 7ti'4 N 1 b N ` g ro ei D ^1 m �' \. 1 O 0 ,ti \ rn' z o ` A O fD m D flelD 1 a O�{=�< L • AB � Z rn_-I gp m • z Rz R 2 ny O ' W 9 A O m4' Z \ 4 D a N 0 • g 4 i . 7.52 '- BE 'ING BASIS C8 5L4 LYE O-%.SIXJIIY.S/@IOntR Or SCG'Ch_,g-51-V i S P7 L'OJ'<' .55.41' j)1•••• bl / :11 - i' Pi:: '1. .1. Page 5 of 5 Exhibit No. 3.3 Application No. 181009-16 Page 8 of 8 INSTR 5640901 OR 5574 PG 3643 RECORDED 11/27/2018 11:06 AM PAGES 10 CLERK OF THE CIRCUIT COURT AND COMPTROLLER, COLLIER COUNTY FLORIDA r rDoc@.70 $0.70 REC $86.50 15), ; roil Prepared by: `yai 4Ll 6 Mark J.Woodward,Esq. .�'r .1` �t i n Woodward,Pires&Lombardo,P.A. Tt .0 3200 Tamiami Trail North,Suite 200 n Naples,FL 34103 .g� 8 r ,5 Return original or certified recorded document to: ,, Mark Minor + w t; • Grady Minor&Associates $- t� T • 3800 Via Del Rey ` ' W Bonita S•rin.s FL 34134 Deed of Conse ation Easement - Third Party Bene ciary Rights to the U.S.Army Corps of Engineers THIS DEED OF CONSERVATION EASEMENT("Conservation Easement")is given this day of November, 2018,by FCC CREEK,LLC,a Delaware limited(lability company("Grantor")whose mailing address is 8156 Fiddler's Creek Parkway,Naples,FL 34114 to the South Florida Water Management District ("Grantee")with third party enforcement rights to the U.S.Army Corps of Engineers ("Corps") ("Third Party Beneficiary").As used herein,the term"Grantor"shall include any and all heirs,successors,or assigns of the Grantor,and all subsequent owners of the"Conservation Easement Area"(as hereinafter defined);the term "Grantee"shall include any successor or assignee of Grantee;and the term"Third Party Beneficiary"shall include any successor or assignee of the Third Party Beneficiary. WITNESSETH WHEREAS,the Grantor is the fee simple owner of certain lands situated in Collier County, Florida, and more specifically depicted on the location map in Exhibit"A"attached hereto and incorporated herein(the 'Property");and WHEREAS,Permit No. 11-00685-S ("Permit")and any modifications thereto issued by the Grantee authorizes certain activities which could attect wetlands or other surface waters in or of the State of Florida; and WHEREAS, the U.S. Army Corps of Engineers Permit No. SAJ-2015-00853-(SP-RMT) ("Corps Permit") authorizes certain activities in the waters of the United States and requires this site protection instrument over the lands identified In Exhibit B as mitigation for such activities; WHEREAS,the Grantor,in consideration of the consent granted by the Permit or other good and valuable consideration provided to Grantor,is agreeable to granting and securing to the Grantee a perpetual Conservation Easement as defined in Section 704.06, Florida Statutes(F.S.),over the area of the Property described on Exhibit"B"("Conservation Easement Area");and WHEREAS,Grantor grants this Conservation Easement as a condition of the Permit,solely to off-set or prevent adverse impacts to natural resources,fish and wildlife,and wetland functions;and WHEREAS,Grantor desires to preserve the Conservation Easement Area in perpetuity in its natural condition,or,in accordance with the Permit,in an enhanced,restored,or created condition;and NOW,THEREFORE,in consideration of the issuance of the Permit to construct and operate the permitted activity, and as an Inducement to Grantee In issuing the Permit, together with other good and valuable consideration provided to the Grantor, the adequacy and receipt of which are hereby acknowledged, Grantor hereby voluntarily grants, creates, conveys, and establishes a perpetual Conservation Easement for and in favor of the Grantee upon the Conservation Easement Area which shall run with the land and be binding upon the Grantor,and shall remain in full force and effect forever. • er. drjr Form 62-330 301(13)–Deed of Conservation Easement—Third Party Beneficiary Rights to the U S.Army Corps of Engineers incorporated by reference In paragraph 62.330.301(6)(1),F.A.C.(June 1,201 B) Page 1 of 8 Exhibit No. 3.4 Application No. 181009-16 Page 1 of 10 The scope,nature,and character of this Conservation Easement shall be as follows: 1. Recitals.The recitals hereinabove set forth are true and correct and are hereby incorporated into and made a part of this Conservation Easement. 2. Purpose.It is the purpose of this Conservation Easement to retain land or water areas in their existing,natural,vegetative,hydrologic,scenic,open.or wooded condition and to retain such areas as suitable habitat for fish, plants, or wildlife in accordance with Section 704.06, F.S. Those wetland and upland areas included in this Conservation Easement which are to be preserved,enhanced, restored,or created pursuant to the Permit (or any modification thereto) and any Management Plan attached hereto as Exhibit "C" ("Management Plan")which has been approved in writing by the Grantee,shall be retained and maintained in the preserved,enhanced, restored,or created condition required by the Permit(or any modification thereto). To carry out this purpose,the following rights are conveyed to Grantee by this Conservation Easement: a. To enter upon the Conservation Easement Area at reasonable times with any necessary equipment or vehicles to inspect,determine compliance with the covenants and prohibitions contained in this Conservation Easement, and to enforce the rights herein granted in a manner that will not unreasonably interfere with the use and quiet enjoyment of the Conservation Easement Area by Grantor at the time of such entry;and b. To proceed at law or in equity to enforce the provision of this Conservation Easement and the covenants set forth herein, to prevent the occurrence of any of the prohibited activities set forth herein, and to require the restoration of such areas or features of the Conservation Easement Area that may be damaged by any activity or use that is inconsistent with this Conservation Easement. 3. Prohibited Uses.Except for activities that are permitted or required by the Permit(or any modification thereto) (which may include restoration, creation, enhancement, maintenance, monitoring activities, or surface water management improvements) or other activities described herein or in the Management Plan(if any),any activity on or use of the Conservation Easement Area inconsistent with the purpose of this Conservation Easement is prohibited.Without limiting the generality of the foregoing,the following activities are expressly prohibited in or on the Conservation Easement Area(except as authorized or required by the Permit(or any modification thereof)or in a Management Plan which has been approved in writing by the Grantee): a. Construction or placing of buildings, roads, signs, billboards or other advertising, utilities,or other structures on or above the ground; b. Dumping or placing of soil or other substance or material as landfill,or dumping or placing of trash,waste,or unsightly or offensive materials; c. Removing,destroying or trimming trees,shrubs,or other vegetation,except: i. The removal of dead trees and shrubs or leaning trees that could cause damage to property is authorized; ii. The destruction and removal of noxious, nuisance or exotic invasive plant species as listed on the most recent Florida Exotic Pest Plant Council's List of Invasive Species is authorized; iii. Activities authorized by the Permit or described in the Management Plan or otherwise approved in writing by the Grantee are authorized;and iv. Activities conducted in accordance with a wildfire mitigation plan developed with the Florida Forest Service that has been approved in writing by the Grantee are authorized.No later than thirty(30)days before commencing any activities to implement the approved wildfire mitigation plan,Grantor shall notify the Grantee in writing of its intent to commence such activities. All such activities may only be completed during the time period for which the Grantee approved the plan; Form 62.330.301(13)—Deed of Conservation Easement—Third Party Beneficiary Rights to the U.S.Army Corps of Engineers Incorporated by reference in paragraph 62.330.301(6)(f),F.A.C.(June 1,2018) Page 2 of 8 Exhibit No. 3.4 Application No. 181009-16 Page 2 of 10 d. Excavation, dredging, or removal of loam, peat, gravel, soil, rock, or other material substance in such manner as to affect the surface; e. Surface use except for purposes that permit the land or water area to remain in its natural,restored,enhanced,or created condition; f. Activities detrimental to drainage,flood control,water conservation,erosion control, soil conservation,or fish and wildlife habitat preservation including,but not limited to,ditching,diking,clearing, and fencing; g. Acts or uses detrimental to such aforementioned retention of land or water areas;and h. Acts or uses which are detrimental to the preservation of the structural integrity or physical appearance of sites or properties having historical,archaeological,or cultural significance. 4. Grantor's Reserved Rights. Grantor reserves all rights as owner of the Conservation Easement Area, including the right to engage or to permit or invite others to engage in all uses of the Conservation Easement Area that are not prohibited herein and which are not inconsistent with the Permit (or any modification thereto),Management Plan,or the intent and purposes of this Conservation Easement. 5. Rights of the U.S. Army Corps of Engineers ("Corps"). The Corps, as a third-party beneficiary, shall have the right to enforce the terms and conditions of this Conservation Easement, including: a. The right to take action to preserve and protect the environmental value of the Conservation Easement Area; b. The right to prevent any activity on or use of the Conservation Easement Area that is inconsistent with the purpose of this Conservation Easement, and to require the restoration of areas or features of the Conservation Easement Area that may be damaged by any inconsistent activity or use; c. The right to enter upon and inspect the Conservation Easement Area in a reasonable manner and at reasonable times to determine if Grantor or its successors and assigns are complying with the covenants and prohibitions contained in this Conservation Easement;and d. The right to enforce this Conservation Easement by injunction or proceed at law or in equity to enforce the provisions of this Conservation Easement and the covenants set forth herein; to prevent the occurrence of any of the prohibited activities set forth herein,and the right to require Grantor, or its successors or assigns,to restore such areas or features of the Conservation Easement Area that may be damaged by any inconsistent activity or use or unauthorized activities. The Grantor, including their successors or assigns, shall provide the Corps at least 60 days advance notice in writing before any action is taken to amend, alter, release,or revoke this Conservation Easement. The Grantee shall provide reasonable notice and an opportunity to comment or object to the release or amendment to the Corps. The Grantee shall consider any comments or objections from the Corps when making the final decision to release or amend this Conservation Easement. 6, No Dedication.No right of access by the general public to any portion of the Conservation Easement Area is conveyed by this Conservation Easement. 7. Grantee's and Third Party Beneficiary's Liability. Grantee's liability is limited as provided in Sections 704.06(10) and 768.28, F.S. Additionally, Grantee and Third Party Beneficiary shall not be responsible for any costs or liabilities related to the operation, upkeep, or maintenance of the Conservation Easement Area. 8. Enforcement.Enforcement of the terms,provisions and restrictions of this Conservation Form 62-330.301(13)–Deed of Conservation Easement—Third Party Beneficiary Rights to the U.S.Army Corps of Engineers Incorporated by reference in paragraph 62.330.3c1(8)(f),F.A.C.(June 1,2018) Page 3 of 8 Exhibit No. 3.4 Application No. 181009-16 Page 3 of 10 Easement shall be at the reasonable discretion of Grantee,and any forbearance on behalf of Grantee to exercise its rights hereunder in the event of any breach hereof by Grantor,shall not be deemed or construed to be a waiver of Grantee's rights hereunder, Grantee shall not be obligated to Grantor, or to any other person or entity,to enforce the provisions of this Conservation Easement. 9. Third Party Beneficiary's Enforcement Rights. The Third Party Beneficiary of this Conservation Easement shall have all the rights of the Grantee under this Conservation Easement, including third party enforcement rights of the terms, provisions, and restrictions of this Conservation Easement.Third Party Beneficiary's enforcement of the terms, provisions,and restrictions shall be at the discretion of the Third Party Beneficiary, and any forbearance on behalf of the Third Party Beneficiary to exercise its rights hereunder in the event of any breach hereof by Grantor,shall not be deemed or construed to be a waiver of Third Party Beneficiary's rights hereunder.Third Party Beneficiary shall not be obligated to Grantor,or to any other person or entity,to enforce the provisions of this Conservation Easement. 10. Taxes.When perpetual maintenance is required by the Permit, Grantor shall pay before delinquency any and all taxes, assessments, fees, and charges of whatever description levied on or assessed by competent authority on the Conservation Easement Area,and shall furnish the Grantee with satisfactory evidence of payment upon request. 11. Assignment.Grantee will hold this Conservation Easement exclusively for conservation purposes. Grantee will not assign its rights and obligations under this Conservation Easement except to another organization or entity qualified to hold such interests under the applicable state laws. 12. Severability. If any provision of this Conservation Easement or the application thereof to any person or circumstances is found to be invalid,the remainder of the provisions of this Conservation Easement shall not be affected thereby,as long as the purpose of the Conservation Easement is preserved. 13. Terms and Restrictions. Grantor shall insert the terms and restrictions of this Conservation Easement(or incorporate the terms and restrictions by reference)in any subsequent deed or other legal instrument by which Grantor divests itself of any interest in the Conservation Easement. 14. Written Notice.All notices,consents,approvals or other communications hereunder shall be in writing and shall be deemed properly given if sent by United States certified mail, return receipt requested,addressed to the appropriate party or successor-in-interest. 15. Modifications. This Conservation Easement may be amended, altered, released, or revoked only by written agreement between the parties hereto or their heirs, assigns, or successors-in-interest,which shall be filed in the public records in Collier County, Florida. 16. Recordation. Grantor shall record this Conservation Easement in timely fashion in the Official Records of Collier County,Florida,and shall rerecord it at any time Grantee may require to preserve its rights.Grantor shall pay all recording costs and taxes necessary to record this Conservation Easement in the public records. Grantor will hold Grantee harmless from any recording costs or taxes necessary to record this Conservation Easement in the public records. TO HAVE AND TO HOLD unto Grantee forever.The covenants,terms,conditions, restrictions,and purposes imposed with this Conservation Easement shall be binding upon Grantor, and shall continue as a servitude running in perpetuity with the Conservation Easement Area. Grantor hereby covenants with Grantee that Grantor is lawfully seized of said Conservation Easement Area in fee simple;that the Conservation Easement is free and clear of all encumbrances that are inconsistent with the terms of this Conservation Easement;all mortgages and liens on the Conservation Easement Area,if any,have been subordinated to this Conservation Easement:that Grantor has good right and lawful authority to convey this Conservation Easement; and that it hereby fully warrants and defends record title to the Conservation Easement Area hereby conveyed against the lawful claims of all persons whomsoever. Form 62-330.301(13)–Deed of Conservation Easement—Third Party Beneficiary Rights to the U.S.Army Corps of Engineers Incorporated by reference in paragraph 62-330.301(6)(f),F.A.C.(June 1,2018) Page 4 of 8 Exhibit No. 3.4 Application No. 181009-16 Page 4 of 10 IN WITNESS WHEREOF, FCC CREEK, LLC ("Grantor") has hereunto set its authorized hand this /...("day of November,201 B. FCC CREEK,LLC, ❑A Florid orporation or/ a Del ware limited liability company(choose one) By: 4g L/ ..-‘,....,.4.--_, Y( gnature) Name:Aubrey J errao Title:as Manager and not in his individual capacity Signed,s e and deliv re in. r�res cue as witnesses: By: T6 v''„"o By: �/`y .�-��li,rr,� ((�S//i��g ature) 'r� (Signature) Name: AA,i&i �, v Name: �tSe-;- C---1,-)tic(llZ. (Print)/ (Print) STATE OF FLORIDA COUNTY OF COLLIER On this l5 day of November, 2018 before me, the undersigned notary public, personally appeared Aubrey J.Ferrao,the person who subscribed to the foregoing instrument,as the Manager(title), of FCC CREEK, LLC ❑ (corporation), a Florida corporation, or ii -a Delaware limited liability company (choose one) and acknowledged that he/she executed the same on behalf of said ❑corporation,or 12' limited liability company(choose one)and that he/she was duly authorized to do so.He/She is ersonall . nown tom or has produced a -- - (state)driver's license as idents ication. IN WITNESS WHEREOF, I hereunto set my hand and official seal. NO - RY PUBLIC ST TEJOF FLORIDA ,,e_ d.( e-1-- - og , Deborah A.Sekerak (Signature) ...:t4, ' NOTARY PUBLIC LI L ^ /� - � _ STATE OF FLORIDA 1 .7V ['f- - I'�(�— „ - Coma*GG217417 (Name) s E1510 Expires 5/14/2022 My Commission Expires: G'S/I 4CO,-- Form 62-330.301(13)-Deed of Conservation Easement—Third Party Beneficiary Rights to the U.S.Army Corps of Engineers Incorporated by reference In paragraph 62-330.301(6)(f),F.A.C.(June 1,201 8) Page 5 of 8 Exhibit No. 3.4 Application No. 181009-16 Page 5 of 10 EXHIBIT A [LOCATION MAP] Form 62-330.301(13)–Deed of Conservation Easement—Third Party Beneficiary Rights to the U.S.Army Corps of Engineers Incorporated by reference in paragraph 62-330.301(6)(f),F.A.C.(June 1,2016) Page 6 of 8 Exhibit No. 3.4 Application No. 181009-16 Page 6 of 10 kiP ,./ .) ,\ ,,, ,/, „„. o N /) / .). ..<, / , ,, . ,, .., ...:.::::::::::.......,, ,,,, , i ....... \.\,...„( .:.:.:.:.:.:.: .. ..... ....... . ,f (- . / / /7 „,,,,,,\ \N..-.-..„...-.::-i:..4. , ‘,... \\ ,- - ,:-:::::•:::::::.:::: ,/ ./ /\ \ -4.46,.......(........ ' , ,, ,, \ „,,..,, ,, \N..... .:.:,:.::,:,,,:,„,:.:.:: , , // , -- \,_._ _ \ \ \ c i 2:::::,:-: , .::::::::::::::::, „ / / JI:_...1:-::./M i_., I 1(_;,i______._......r.._____ _ , I --- ' V:7.7 . r 1,,,,, __,----______) ) 11. 1.0 - --... / ------_________ ---/ i WT-liNow 1 ''- PRESERVE 4A 0 500 100P - SCALE: 1"= 1000' seeln ESTANCIA 0113 .l'r�rk Mu:nr end non via1liei WI o9 COOE GradyMinor anon vICen.PA now,SMNXn Mei.3 1:33 r[pY D1 Cm Engineers Land Surveyors Planners • Landscape Architectsl A rtF e Ler..61 MN.GU pU515I Celt sulk Intel.5i hne•i•l4%u99GIK LOCATION MAP Mt NAIM Bonita Springs 239.94711N u uv.r:rarryVen nr.nun, fon V)r:239 690.138O SHEET 3 OF 1 Exhibit No. 3.4 Application No. 181009-16 Page 7 of 10 EXHIBIT B [LEGAL DESCRIPTION AND SKETCH OF CONSERVATION EASEMENT AREA] Form 62-330.301(13)–Deed of Conservation Easement—Third Party Beneficiary Rights to the U.S.Army Corps of Engineers Incorporated by reference in paragraph 62-330.301(6)(f),F.A.C.(June 1,2018) Page 7 of 8 Exhibit No. 3.4 Application No. 181009-16 Page 8 of 10 EXHIBIT "B" S.MQ'3d-8 -SL\A3AeinS\Od VIONVIS3 - 9Y\SLOZ A3nanS 1O3cod`3A?J(N \ Y N., .1 M w ,q 1 � b � 4I ,g ,OI•BSD 3.%el.a S 'i Lz-rs-al l.P25 A t3LSx0 I..LIf/S�Y. ?s! F rn m S SK;avu e ti ~ °d w N ,\ d W \ _ ,1N Z 20 0. N W 8 � ce Er cc a um �re O QW ZDcn } •86'[9 (9 c W Z �I- r s.•fl.>., J ,4 §i... LL yV» J9..O = UQ = J"� isr } rn� rf, v 'mss. W N ZU 0� b. / ...1.,.-1„.``� t¢y Q inCI) 0 a' s~y LC H Z I e .W 2 ¢= Z O o� I ro % W 81 oz j 54 W N j �� h E,5 Lt oo` II �z / 3 z U 5 c '''4,,g I U M p" U I 6 CC m FE cO m N.- �,5. ) 33; N c z$ ! 563. >U i� .Co F_A O g 50 W ':;1. ;h I .`.�9 Al V ,9 p J Ci od Es � I s YI 5' ;g: ,.,. N C ; ,,,..- ?-11 3 0 Ei 8 • o• y cu 9o a s a r S he m co q � $ 8 b ..� U tiLS k. ;� 0"3 = u. g•Vr e 9 p = W g, 5� ygy,• 1" ay YUt! G , iv , „E . ,,, , , cch) a/ 3 - op g 10 et a gna _iw w g� i u § h o 1 h Exhibit No. 3.4 Application No. 181009-16 Page 9 of 10 EXHIBIT C ["INTENTIONALLY LEFT BLANK"; Form 62-330.301(13)–Deed of Conservation Easement—Third Party Beneficiary Rights to the U.S.Army Corps of Engineers Incorporated by reference in paragraph 62-330.301(6)(f),F.A.C.(June 1,2018) Page 8 of 8 Exhibit No. 3.4 Application No. 181009-16 Page 10 of 10 STAFF REPORT DISTRIBUTION LIST ESTANCIA AT FIDDLERS CREEK Application No: 181009-16 Permit No: 11-00685-S-09 INTERNAL DISTRIBUTION EXTERNAL DISTRIBUTION X Errol Noel X Jewelene S. Harris X Permittee-F C C Preserve L L C X Laura Layman X Permittee- F C C Creek L L C X Brian Rose, P.E. X Permittee-Taylor Morrison Of Florida Inc X A. Waterhouse, P.E. X Agent-Q Grady Minor&Associates P A GOVERNMENT AGENCIES X City Engineer, City of Naples X Div of Recreation and Park- District 4 -Chris Becker, FDEP X US Army Corps of Engineers Permit Section OTHER INTERESTED PARTIES X Audubon of Florida -Charles Lee