Agenda 06/28/2022 Item #16A 3 (Performance Bond - PL20200001788 Maples Ridge at Ave Maria)06/28/2022
EXECUTIVE SUMMARY
Recommendation to authorize the Clerk of Courts to release a Performance Bond in the amount of
$62,540 which was posted as a guaranty for Excavation Permit Number PL20200001788 for work
associated with Maple Ridge at Ave Maria Phase 6C.
OBJECTIVE: To release a security which was posted as a development guaranty.
CONSIDERATIONS: The Development Review Division routinely accepts securities administratively
as guaranties for developer commitments in accordance with Section 22-115 of the Collier County Code
of Ordinances. The work associated with this security has been inspected and the developer has fulfilled
his commitments with respect to this security. The Performance Bond was posted as security for an
Excavation Permit associated with Maple Ridge at Ave Maria Phase 6C. The As-Built lake cross sections
have been received and the lake has been inspected on May 16, 2022 by the Development Review
Division.
FISCAL IMPACT: There is no fiscal impact associated with this action.
GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this
action.
LEGAL CONSIDERATIONS: This item has been approved as to form and legality, and requires a
majority vote for Board approval. - DDP
RECOMMENDATION: To authorize the Clerk of Courts to release the Performance Bond in the
amount of $62,540. Development Review staff will issue a Memorandum to the Clerk of Courts upon
approval of this item by the Board of County Commissioners, advising the Clerk of this action.
Prepared by: Lucia S. Martin, Associate Project Manager, Development Review Division
ATTACHMENT(S)
1. Location Map (PDF)
2. Bond Basis (PDF)
16.A.3
Packet Pg. 317
06/28/2022
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.A.3
Doc ID: 22298
Item Summary: Recommendation to authorize the Clerk of Courts to release a Performance Bond
in the amount of $62,540 which was posted as a guaranty for Excavation Permit Number PL20200001788
for work associated with Maple Ridge at Ave Maria Phase 6C.
Meeting Date: 06/28/2022
Prepared by:
Title: Technician – Growth Management Development Review
Name: Lucia Martin
05/18/2022 3:20 PM
Submitted by:
Title: Environmental Specialist – Growth Management Department
Name: Jaime Cook
05/18/2022 3:20 PM
Approved By:
Review:
Growth Management Operations & Regulatory Management Kenneth Kovensky Additional Reviewer Completed 05/18/2022 3:54 PM
Growth Management Development Review Brett Rosenblum Additional Reviewer Completed 05/19/2022 10:10 AM
Engineering & Natural Resources Jack McKenna Additional Reviewer Completed 05/20/2022 7:50 AM
Growth Management Department Diane Lynch Growth Management Department Completed 05/24/2022 5:16 PM
Growth Management Department Jaime Cook Additional Reviewer Completed 06/02/2022 5:10 PM
Growth Management Department Trinity Scott Transportation Skipped 05/20/2022 3:02 PM
County Attorney's Office Derek D. Perry Level 2 Attorney Review Completed 06/03/2022 1:11 PM
Growth Management Department James C French Growth Management Completed 06/03/2022 4:05 PM
Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 06/03/2022 4:16 PM
County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 06/06/2022 10:43 AM
Office of Management and Budget Laura Zautcke Additional Reviewer Completed 06/10/2022 2:25 PM
County Manager's Office Geoffrey Willig Level 4 County Manager Review Completed 06/20/2022 10:35 AM
Board of County Commissioners Geoffrey Willig Meeting Pending 06/28/2022 9:00 AM
16.A.3
Packet Pg. 318
MAPLE RIDGE AT AVE MARIA PHASE 6C
LOCATION MAP
16.A.3.a
Packet Pg. 319 Attachment: Location Map (22298 : Excavation Bond Release - Maple Ridge at Ave Maria Phase 6C)
EXCAVATION PERFORMANCE AGREEMENT
THIS EXCAVATION PERFORMANCE AGREEMENT entered into this September da yof
1lr\"2020 between CC Ave Maria, LLC hereinafter referred to as "Developer," and
the Board of County Commissioners of Collier County, Florida, hereinafler referred to as the
"Board".
WHEREAS, Developer has applied for an excavation permit in accordance with Section
22-106, et a/. of the Collier County Code of Laws and Ordinances, and the Collier County Land
Development Code, including but not limited to Section 3.05.10 (collectively, the "Excavation
Regulations"); and
WHEREAS, the Excavation Regulations require the Developer to post appropriate
guaranlees and execute an Excavation Performance Security Agreement stating applicant will
comply with the Excavation Regulations and Excavation Permit No. PL20200001788 (the
"Excavation Permit").
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:
Developer agrees to comply with the Excavation Regulations and the Excavation
Permit (the "Excavation Work").
Developer herewith tenders its excavation performance security (attached hereto
as Exhibit "A" and by reference made a part hereof) in the amount of $!!!!!QQ.
ln the event of default by Developer or failure of Developer to complete the
Excavation Work within the time required by the Excavation Regulations and
Excavation Permit, Collier County, may call upon the excavation performance
security to insure satisfactory completion of the Excavation Work.
The Excavation Work shall not be considered complete until Developer notifies the
County that the Excavation Work is complete and the final Excavation Work is
reviewed and approved by the County Manager or designee for compliance with
the Excavation Regulations.
The County Manager or designee shall, within sixty (60) days of receipt of
notification by Developer in writing that the Excavation Work is complete, either: a)
notify Developer in writing of his approval of the Excavation Work; or b) notify the
Developer in writing of his refusal to approve the Excavation Work, therewith
specifying those conditions which Developer must fulfill in order to obtain the
County Manager's approval of the Excavation Work.
ln the event Developer shall fail or neglect to fulfill its obligations under this
Agreement, upon certilication of such failure, the County Manager or designee
may call upon the excavation performance security to secure satisfactory
completion, repair and maintenance of the Excavation Work. The Board shall have
the right to construct and maintain, or cause to be constructed or maintained,
pursuint to public advertisement and receipt and acceptance of bids, the'Excavation
Work. The Developer, as principal under the excavation performance
4
6
1.
2.
3.
16.A.3.b
Packet Pg. 320 Attachment: Bond Basis (22298 : Excavation Bond Release - Maple Ridge at Ave Maria Phase 6C)
7
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
Developer to fulfill all of the provisions of this Agreement.
All of the terms, covenants and conditions herein contained are and shall be
binding upon Developer and the respective successors and assigns of Developer.
lori
t/^
AF
By:
mited I ity company
Brain Goguen, Vice ident
Provide Proper Evidence of Authority)
lN WTNESS WHEREOF, the Board and Developer have caused this Agreement to be
executed by their duly authorized representatives tnis ltlthay of September, 2020.
SIGNED lN THE PRESENCE OF: CC Ave Maria, LLC
Sign: .N JJa.ru o lttq,
P nte Name
sig "il-L,,(
R"t^^
Printed Name
ATTEST:
Crystal K. Kinzel, CLERK
By
Clerk of the Circuit Court & Comptroller
Collier County, Florida
p AS nd legality
ok D.rry
Assistant County Attorney
BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY FLORIDA
By
as designee ofthe County Manager
pursuant to Resolution No. 2015-162
L I't ,--I
*2-
16.A.3.b
Packet Pg. 321 Attachment: Bond Basis (22298 : Excavation Bond Release - Maple Ridge at Ave Maria Phase 6C)
EXHIBIT "A,,
PERFORMANCE BOND
FOR EXCAVATION \A/ORK
KNOW ALL PERSONS BY THESE PRESENTS: that
CC Ave Maria, LLC
2020 Salzedo Street, Suite 200
Coral Gables, Florida 33134
Bond#1073'16574
(hereinafler referred to as "Owned') and
Travelers Casualty and Surety Company of America
One Tower Square, 38
Hartford, CT 06813
(800)-873-1477
(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 Sixtv-Two Thousand Five Hundred and Fortv 00/100
Dollars (362.t10.00) in lawtul money of the United States, for the paymenl of which sum well and truly to
be made, we bind ourselves, our heirs, executors, administrators, su@essors 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 submifted for approval by
the Board a certain excavation permit no. PL20200001788 and that certain excavation permit shall include
specific improvements which are required by Collier County Ordinances and Resolutions (hereinafter "Land
Development Regulations"). This obligation ofthe Surety shall commencE on the date this Bond is executed
and shall mntinue until the date of completion of the work and approval by the County of the specific
improvemenls described in the Land Oevelopment Regulations (hereinafter the "Guaranty Period") or until
replaced by a new bond in the event of a change of Ownership.
NOW THEREFORE, if the Owner shall well, truly and faithfully perform its obl,llations and duties in
accordance with the Land Development Regulations during the guaranty period established by the County,
and the Owner shall satisfu all claims and demands incurred and shall fully indemniry and save harmless
the Coun9 from and against all costs and damages lvhich it may suffer by reason of Owne/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 defuutt, then this obligation shall be void, otherwis€ to remain in full force and effect.
PROVIDED, FURTHER, that the said Surety, for \ralue received hereby, stipuhtes and agrees that no
change, extension of time, alleration, addition or deletion to the proposed specific improvements shall in
any way affect its obligation on this Bond, and it does hereby r raive notice of any such change, extension
of time, alteration, addition or deletion to the proposed specmc improvements.
PROVIDED FURTHER, that it is expressly agreed that the Bond shall be deemed amended
aulomatically and immediately, without formal and separate amendments hereto, so as to bind the Orvner
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 alteralion, addition or modification of any characler whaboever.
lN WTNESS VVI-IEREOF, the parties hereto have caused this PERFORMANCE BOND to be executed
this 14th dav of Seotember, 2020.
t1s-rDs-o1664/11s3600/11
16.A.3.b
Packet Pg. 322 Attachment: Bond Basis (22298 : Excavation Bond Release - Maple Ridge at Ave Maria Phase 6C)
WITNESSES:
'..L rlA,.tlri t lln q ] . 0.Ul,ttr
EXHIBIT "A,,
CC Ave Maria , LIC
A Florida a mited liability compa ny
Travelers Casualty and Surety Company of America
By //i-rb
Nicole Paneque, Attorney in Fact
(Provide Proper Evidence of Authority)
r
Printed Name FY
ll[.lt(fl M 0tit/tl By:
Brian Goguen, Pre-
Print Name/fitle
printed Name tV1^/. t.,^" ?,..r.',
(Provide Proper Evidence of Authority)
ACKNOWLEDGEMENT
STATE OF -FLORIOA-COUNTY OF COLLIER
THEJOREGOING PERFORMANCE BOND WAS ACKNOW-EDGED BEFORE ME BY MEANS OFgteHvstcel enESENcE oR oNLrNd-.l NorARtzATtoN THts i4TH_ DAy oF SEPTEMBER_,
2O-?O-., BY BRIAN GOGUEN AS VICE PRESIDENT, OF WHO IS PERSONALLY KNO\A/N TO ME,
OR HAS PRODUCEO OF AS IDENTIFICATION.
Notary Public - State of _F LORIDA
).>..
vi)sO-Pti Name( 1 7y. D tt
WITNESSES:
FrrZ r{"r.lr.Z
Printed Name
Krr;AfrZn,
Printed Name
I(lM D I)AVIDSON
MEry Publt - SEE ol F[ C.
Co;flissron I GG 15.7E2
Uvcofim ErgEsFeb 19 2022
B.drd lnudl fb,!o,la Nolarylssi
I1s]-DS{16el11s3600/11
\ -LL {"-/-
16.A.3.b
Packet Pg. 323 Attachment: Bond Basis (22298 : Excavation Bond Release - Maple Ridge at Ave Maria Phase 6C)
EXHIBIT "A"
ACKNO\A'LEDGMENT
STATE OF-FLORI
couNTY oF _coLLtER_
THE FOREGOING PERFORMANCE BOND WAS ACKNOVWEDGED BEFORE ME BY MEANS OFE pHystcAL eRESENcE oR E oNLtNE NorARrzATtoN THts 14TH DAy oF
_SEPTEMBER_, 20-20-, BY NTCOLE PANEQUE AS ATTORNEY FACT
oF_TRAVELERS CASUALry AND SURETY COMPANY OF AMERTCA_ VvFrO tS PERSONALLY
KNOW}I TO ME, OR HAS PRODUCED OF AS IDENTIFICATION.
Notary Public - State of _FLORIDA_
k
Kristin Neiert
14-EIS-02650r/
KRISTIN II, NEIERT
MY CO$MlssloN , G6 079761
SPIRESiMaY 5,202i
Bddd ltru IoEY hllac Ut!d..xifY3
115-LDS-o1564/1153500/11
16.A.3.b
Packet Pg. 324 Attachment: Bond Basis (22298 : Excavation Bond Release - Maple Ridge at Ave Maria Phase 6C)
,-,
TRAYETERSJ
Travehrs Crsualty ard Sunety Corfpany of Amcrica
Travele6 cjsualty and Surety Company
SL Paul Firc ald llarine In$rrane Company
FOWER OF ATTORNEY
KXOW ALL i EN BY THESE PRESENTS: That Travelers Casualty and Surety Company of America, Travelers Casuahv and Surety Company, and St.
Paul Fire and Madne lnsurance Company are corporationg duly organized under the laws of the State of Connec{iq, (he,ein collec{ively calted the
'Corhpanies), and that the Companies do heGby make, constitule and appoir{ I{ICOLE tr PANECIUE of i{APLESFlorida , their true and lawful AtlomeyirFFad to sign, exeqde, seal and adoot iledge any and all bonds, rccognizances,
conditional undertakings and other writings obligatory in lhe nature lhereof on behalf of the Companies in their business of guaranteeing lhe
fidelily of persons, guaranteeing lhe pertoamance of conlracls and exeo.rting or guaranteeirE bords ard urdertakings required or permitted in any
adions or proceedings allo$€d by law.
lN WTNESS IYHEREOF, the Companies have caused this insfument to be sEned, and their corporate seals to be hereto affxed. this 17th day of January,
ml9.
State of Conneclicut
By
City of Hartford ss.L. Ra Vice President
On this the lTth day of Jaluary, 2019. before rne personally app€ared Robert L Ranoy, who aclslo,ledged himsef to be the Senior Vice Prestent
of Travele6 Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. PaLd Fire and Marine lnsut-ance Company, and
that he, as such, being authorized so to do, executed the foregoing instrumenl for the purposes therein contained by signing on behatf oI said
Companies by himsetf as a duv authorized oficer.
lN WTTNESS WHEREOF, I hereur o sel rny hand and offcial seal.
My Commission expires fle 3oth day of Juno, 2021
Anna P. Nowik, Notary Public
This Power of Attomey is granted under and by the authority ot lhe tollowing resolutions adopted by the Boards ot Diredors of Tra\relers Casualty and
Surety Company of America, Travelers Casuahv and Surety Company, and St. Paul Fire and Maine lnsurance Company, which resolutions are now in full
force and efiect, reading as follov,rs:
RESOLVEO, that the Chairman, the President, any Mce Chairman, any Executive Mce President, any Senior Vice President, any Vice President, any
Secord Mce Presilent, the T.easurer, any Assistanl Treasurer, the Corporate Secretary or any Assistaot SecrEtary may appoint Attomeys-in-Fad and
Agents to acl for and on behalf of lhe Company and may give sucfi appoirtee such autho.ity as his or he. ceftficate of authority may prescribe to sign
with the Company's name and seal wilh the Company's seal bonds, recognizances, conlracts ot indemnity, and other writings obligatory in t1e nature of a
bond, recognizance, oa coiditional undertaking, and any of sau offcers or the Board of Dredors al any tirne may remove any such appoir{ee and revoke
the pou,er given him or her; and it is
FURTHER RESOLVEO, that the Chairman, the President, any Vice Chairman, any Exeqrtive Vice Presidenl, any Senior Vice President or any Vice
President may delegate all or any part of the foregoing authority to one or more offcers or employee$ of lhis Company, provided that each suctl
delegalion is in writing and a copy thereof is filed in the offce of lhe Sec.elary; and it is
FURTHER RESOLVED, tiat any bofld, recognizance, coolract oI indemnity, o. witing obligatory in tlE nature of a bord, rccognizance, or conditional
undertakirE shall be valid and binding upon lhe Company when (a) signed by the PrBirer , any Vice Chai.man, any Exeqxive Vice President, arry
Senior Mce Presidenl or any Vice President, arry Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Seqetary or any
Assistant Secretary and duly attested ard seabd wfi th€ Company's seal by a Secaetsry or Assislanl Sec.etary; or (b) duly executed (urder seal, iI
required) by one or more Anomeysjn-Faci and Agents pursuanl lo lhe po,ver prescribed in his or her certifcate or lheir certificates ot aulhority or by one
or more Company ofrcers pursuant to a wdnen delegation ot authority; and it is
FURTHER RESOLVED, that the signature of ea.h of the followirE ofrcers: President, any Exeqiive Vice Presilent, any Senio. Vice Presk ent, any Vice
Presider{, any Assistant Vice President, any Sec,etary, any Assistant Secretary, and the seal of lhe Company may be affxed by facsimile to any Power ot
Attomey or to aiy certificate rclatirE thereto appointing Resirent Vrce Presidents, Resk enl Assistanl SectEtaries o. Attomeys-lrFFacl for purposes only of
executing and attesting bonds and undertakings and other writings obligatory in lhe nature thereot and any such Pourer of Attomey or certmcate bearing
such facsimile signature or facsimile seal ghall be valid and binding upon the Company and any such power so exeqlted and certified by such facsimile
silnature and {a6imile seal shall be valid ard tindirE on the Company in the futrre wilh resped to arry bond or urderstanding to which it is attached-
l, Kevin E. Hugh€6, the undersigned, Assistant Secretary of Travelers Casualty and Surety Company of Ame,ica, Travelers Casualty and Surety
Company, and St. Paul Fire and Marine lnsurance Company, do hereby certiry thal the above and Ioregoing is a true and corred copy of the Powsr ot
Anorney exeqlted by sak, Companies, Micrt remains in full force and efied
a--{
Kevin E. Hugh€s,Secretary
lo veriry lr,€ autffiity ol lhb htel oC Albn q, Ple* @ tB at 74XH2'':'a&'
Ptd56E rel",- b dE atuv€'rarnd Atbflrefrr-Fxf arn Ee affiib of fic M b w"kl"hie M'cr 6Alb"'ey b elbd'd'
Dated this l4th day of September 2020
16.A.3.b
Packet Pg. 325 Attachment: Bond Basis (22298 : Excavation Bond Release - Maple Ridge at Ave Maria Phase 6C)
OPERATING AGREEMENT
OF
CC AVE MARIA, LLC
DATED AS OF APRIL 2,2OI3
{0002E951; I }
16.A.3.b
Packet Pg. 326 Attachment: Bond Basis (22298 : Excavation Bond Release - Maple Ridge at Ave Maria Phase 6C)
OPERATING AGREEMENT
OF
CC AVE MARIA, LLC
This OPERATING AGREEMENT OF CC AVE MARIA, LLC (the "Company"), is
dated as of April 2, 2013, by CC AVE MARIA HOLDINGS, LLC, a Florida limired liability
company (the "Member" and together with any subsequently admitted Member, if any, the
"Members"). All capitalized terms used herein shall have the meaning provided in Exhibit A
hereto.
w!fNEssEfH:
WHEREAS, the Member desires to set forth its benefits, rights, duties and obligations
with respect to the Company; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the party hereto does hereby covenant and agree as follows:
DE,FINED TERMS
As used herein:
1.1 "Act" shall mean the Florida Limited Liability Company Act (currently Chapter
608 of the Florida Statutes), as amended from time to time.
1.2 "Agreemenl" shall mean this Operating Agreement of CC AVE MARIA, LLC, as
amended from time to time.
1.3 "Articles of Organization' shall mean the Articles of Organization of CC AVE
MARIA, LLC, as amended from time to time.
1.4 "Company" shall mean CC AVE MARIA, LLC, a Florida limited liability
company.
1.5 "Financial Statements" shall have the meaning ascribed to it in Section 8.2.
1.6 "Member(s)" shall have the meaning ascribed to it in the introductory paragraph
of this Agreement.
1.7 "Membership Interest" shall have the meaning ascribed to it in Section 4.1.
1.8 "Notices" shall have the meaning ascribed to it in Section 12.2.
i00028951; I )
ARTICLE I.
16.A.3.b
Packet Pg. 327 Attachment: Bond Basis (22298 : Excavation Bond Release - Maple Ridge at Ave Maria Phase 6C)
1.9 "Person" shall mean and include an individual, a partnership, a joint venture, a
corporation, a trust, a limited liability company, an unincorporated organization and a
govemment or other department or agency thereof.
2.1 Name. The name of the Company shall be "CC AVE MARIA, LLC." All
business of the Company shall be conducted under such name. The Member may change the
name of the Company at any time it so desires.
2.2 Place of Reeistered Office: Reeistered Agent. The address of the registered office
ofthe Company in the State ofFlorida is 135 San Lorenzo Avenue, Suite 750, Coral Gables, FL
33146. The name of the registered agent for service ofprocess on the Company in the State of
Florida is K. Lawrence Gragg whose address is at the registered office. The Member may
change the location ofthe Company's registered office or change the registered agent if it deems
advisable.
2.3 Pumose. The Company is formed for the object and purpose of, and the nature of
the business to be conducted and promoted by the Company is, (i) to engage in (a) owning
certain real property located in Collier County, Florida, (b) developing such property as
residential lots, (c) construoting on such lots residential units, (d) marketing and selling such
residential units and (e) financing the foregoing and (ii) engaging in any and all activities
necessary or incidental to the fbregoing.
2.4 Term. The Company shall continue in existence from the date hereof in
perpetuity unless otherwise terminated.
2.5 Fiscal Year. The fiscal year ofthe Company shall be the calendar year.
2.6 Filing.
(a) The Member shall use its reasonable best cfforts to cause amendments to
the Articles of Organization ofthe Company to be executed by the Member (or by its designee, if
any, appointed pursuant to a valid power of attomey) and filed whenever required by the Act.
(b) 'l'he Member shall use its reasonable best efforts to take such other actions
as may be reasonably necessary to perlect and maintain the status of the Company as a limited
liability company under the laws ofthe State of Florida.
2.7 Manaqement. The business and affairs ofthe Company shall be managed by or
under the direction of a Board of one or more Managers designated by the Member. The
Member may dctermine at any time in its sole and absolute discretion the number of Managers to
constitute the Board. The authorized number of Managers may be increased or decreased by the
Member at any time in its sole and absolute discretion, upon notice to all Members. The number
{0002t951: l}
M|AMla9l33vl (2$2
1.10 " fransfer" shall have the meaning ascribed to it in Section 9.1.
ARTICLE2.
ORGANIZATION
16.A.3.b
Packet Pg. 328 Attachment: Bond Basis (22298 : Excavation Bond Release - Maple Ridge at Ave Maria Phase 6C)
of Members as of the exccution date of this Agreement shall be lour (4). Each Manager elected,
designated or appointed by the Member shall hold office until a successor is elected and
qualified or until such Manage/s earlier death, resignation, expulsion or removal. Managers
need not be Member(s). The Managers hereby designated by the Member are listed on Exhibit B
hereto.
(a) Powers. The Board of Managers shall have the power to do any and all
acts necessary, convenient or incidental to or for the furtherance of the purposes described
herein, including all powers, statutory or otherwise. The Board of Managers has the authority to
bind the Company.
(b)Meeting of the Board of Manaqers. lhe Board of M anagers of the
Company may hold meetings, both regular and special, within or oulside thc State of Florida.
Regular meetings ofthe Board may be held wilhout notice at such time and at such place as shall
from time to time be determined by the Board. Special meetings of the Board may be called by
the President on not less than one day's notice to each Manager by telephone, facsimile, mail,
telegram or any other means of communication, and special meelings shall be called by the
President or Secretary in like manner and with like notice upon the written request ofany one or
more of the Members.
(")Quorum: Acts of the Board. At all meetings of the Board, a majority of
the Managers shall constitute a quorum for the transaction of business and, except as otherwise
provided in any other provision ofthis Agreement, the act ofa majority ofthe Managers present
at any meeting at which there is a quorum shall be the act of the Board. if a quorum shall not be
present at any meeting of the Board, the Managers present at such meeting may adjoum the
meeting from time to time, without notice other than announcement at the meeting, until a
quorum shall be present. Any action required or permitted to be taken at any meeting of the
Board or of any committee thereof may be taken without a'meeting if all members of the Board
or committee, as the case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee, as fie case may be.
(d) Electronic Communications. Members of the Board, or any committee
designated by the Board, may participate in meetings of the Board, or any committee, by means
ol telephone conference or similar communications equipment that allows all Persons
participating in the meeting to hear each other, and such participation in a meeting shall
constitute presence in Person at the meeting. If all the participants are participating by telephone
conference or similar communications equipment, the meeting shall be deemed to be held at the
principal place ofbusiness ofthe Company.
(e)Comoensation of : Exoenses . The Board shall have the authority to fix
the compensation of Managers. The Managers may be paid their expenses, if any, of attendance
at meetings ofthe Board, which may be a fixed sum for attendance at each meeting ofthe Board
or a stated salary as Manager. No such payment shall preclude any Manager from serving the
Company in any other capacity and receiving compensation therefor. Members of special or
slanding committees may be allowed like compensation for altending committee meetings.
(0002t951: lI
-3
16.A.3.b
Packet Pg. 329 Attachment: Bond Basis (22298 : Excavation Bond Release - Maple Ridge at Ave Maria Phase 6C)
(l) Removal of Managers. Unless otherwise restricted by law, any Manager or the
entire Board of Managers may be removed or expelled, with or without cause, at any time by the
Member, and, any vacancy caused by any such removal or expulsion may be filled by action of
thc Membcr.
(e)Members as Acents. To the extent of their powers set forth in this Agreement, the
Managers are agents ofthe Company for the purpose ofthe Company's business, and the actions
ofthe Managers taken in accordance with such powers set forth in this Agreement shall bind the
Company. Dxcept as provided in this Agreement or in a resolution of the Member, a Manager
may not bind the Company.
ARTICLE 3.
CAPITAL
3.1 Capital Contributions. Upon execution of this Agreemenl, the Member shall
contribute an amount equal 1o $10.00 to the capital of the Company. The member may make
additional Capital contribulions to the Company as the Member determines are necessary!
appropriate or desirable,
3.2 New Members. Subject to Article 9, the Member may admit a new Member or
new Members, as the case may be, to the Company at its sole discretion. Subject to Article 9,
each such new Member shall be admiued to the Company following receipt by the Member of
the wriften consent of all the then existing Members and only if such new Member (A) has
delivered to the Company any necessary capital contribution, (B) has agreed in writing to be
bound by the terms of this Agreement, and (C) has delivered such additional documentation as
the Member shall reasonably require to admit such new Member to the Company.
3.3 Return of Capital: Interest. No Member shall be entitled to withdraw any part of
its capital contribution, to receive interest or other earnings on its capital contribution, or to
receive any distributions from the Company, except as expressly provided in this Agreement.
ARTICLE 4.
INTERESTS
4.1 Company lnterests. A Member's "Membershi p Interest" shall mean the entire
ownership interest of such Member in the Company, including ary and all rights, powers and
benefits accorded a Member under this Agreement and the duties and obligations of such
Member hereunder. The Membership Interest of each Member is set forth in Exhibit A.
ARTICLE 5.
TAX CLASSIFICATION
5.1 Disresarded Entity. So long as the Company is directly and/or indirectly owned
by a sole member, The Company intends to be treated as a disregarded entity for federal and
{0002E9511l}
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state inoome tax purposes and, as such, the Member shall be treated as directly owning all of the
assets and liabilities of the Company.
6.1 Distributions. Subject to Section 10.3(d) and the following sentence of this
Section, the Company shall make distributions from time to time, as reasonably delermincd by
the Member, in propo(ion to the Members' Membership Interests.
ARTICLE 7.
OFFICERS
(a) Officers. The initial Officers of the Company shall be designated by the Member.
'lhe additional or successor Officers of the Company shall be chosen by the Board and shall
consist of at least a President, a Secretary and a Treasurer. The Board of Managers may also
choose one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any
number ofoffices may be held by the same person. The Board may appoint such other Oflicers
and agents as it shall deem necessary or advisable who shall hold their offices for such terms and
shall cxercise such powers and perform such duties as shall be determined from time to time by
the Board. The salaries of all OIficers and agents of the Company shall be fixed by or in the
manner prescribed by the Board. The Officers of the Company shall hold office until their
successors are chosen and qualified. Any Officer may be removed at any time, with or without
causc, by the aflirmative vote of a majority ofthe Board. Any vacancy occuning in any offrce of
the Company shall be filled by the Board. The initial Officers of the Company designated by the
Member are listed on Exhibil C hereto.
(b) President. The President shall be the chief executive officer of the Company,
shall preside at all meetings of the Board, shall be responsible for the general and active
management of the business ofthe Company and shall see that all orders and resolutions ofthe
Board are carried into effect. The President or any other Officer authorized by the President or
the Board shall execute all bonds, mortgages and othcr contracts, except: (i) where required or
permitted by law or this Agreement to be otherwise signed and executed; and (ii) where signing
and execution thereof shall be expressly delegated by the Board to some othei Officer or agent of
the Company.
(c)Vice President. In thc abscnce of the President or in the event of the President's
inability to act, the Vice President, ifany (or in the event there be more than one Vice President,
the Vice Presidents in the order designated by the Members, or in the absence ofany designation,
then in the order oflheir election), shall perform the duties ofthe President, and when so acting,
shall have all the powers of and be subjecl to all the restrictions upon the President. The Vice
Presidents, if any, shall perform such other duties and have such other powers as the Board may
from time to time prescribe.
{0002j8951; l}
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ARTICLE 6,
DISTRIBUTIONS
7 .1 OIficers.
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(d) Secretary and Assistant Secretary. The Secretary shall be responsibte for filing
legal documents and maintaining records for the Company. The Secretary shall attend all
meetings ofthe Board and record all the proceedings of the meetings ofthe Company and ofthe
Board in a book to be kcpt for that purpose and shall perform like duties for the standing
commiltees when required. The Secretary shall give, or shall cause to be given, notice of all
meetings ofthe Member, if any, and special meelings ofthe Board, and shall perform such other
duties as may be prescribed by the Board or the President, under whose supervision the Secretary
shall serve. The Assistant Secretary, or ifthere be more than one, the Assistant Secretaries in the
order determined by the Board (or if there be no such determination, then in order of their
election), shall, in the absence of the Secretary or in the event of the Secretary's inability to act,
perform the duties and exercise the powers ofthe Secretary and shall perform such other duties
and have such olher powers as the Board may from time to time prescribe.
(e)Treasurer and Assistant Treasurer. The Treasurer shall have the custo dy of the
Company funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Company and shall deposit all moneys and other
valuable effects in the name and to the credit of the Company in such depositories as may be
designated by the Board. The Treasurer shall disburse the funds of the Company as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall render to the
President and to the Board, at its regular meetings or when the Board so requires, an account of
all of the Treasurer's transactions and of the financial condition of the Company. The Assistant
Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by
the Board (or ifthere be no such determination, then in the order of their election), shall, in the
absence ofthe Treasurer or in the event olthe f'reasurer's inability to act, perform the duties and
exercise the powers of the Treasurer and shall perflorm such other duties and have such other
powers as the Board may from time to time prescribe.
(0 Officers as Aqents. The Officers , to the extent of their powers set fo(h in this
Agreement or otherwise vested in them by action of the Board not inconsistent with this
Agreement, are agents of the Company for the purpose of the Company's business and the
actions ofthe Officers taken in accordance with such powers shall bind the Company.
(g) Duties of Board and Officers. Except to the extent otherwise provided herein,
each Manager and Officer shall have a fiduciary duty of loyalty and care similar to that of
Members and officers of business corporations organized under the General Corporation Law of
the State of F'lorida.
8.1 Books and Records. The Member shall cause to be maintained at the Company's
principal place of business:
(a) books of account of the Company, which shall be maintained in
accordance with generally accepted accounting principles in the United States of America
{0002E9J l: l)
6
ARTICLE 8.
ACCOUNTING
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consistently applied, except with such exceptions thereto as the Member shall determine in its
sole discretion; and
(b) all other records necessary, convenient, or incidental to the business ofthe
Company as provided for herein.
The books of account of the Company shall be maintained on the accrual method of
accounting or such other method as ihe Member shall determine.
8.2 Reootu. The Member shall perform or cause to be performed an annual review
of the books and accounts of the Company as of the end of cach fiscal ycar of the Company.
After the end of each fiscal year of the Company, the Member shall cause to be prepared and
distributed to each then existing Member and to the Company, an unaudited balance sheet
showing the assets and liabilities ofthe Company as of the close of such year and an unaudited
statement of income and expenses showing the results of operations for such year (collectively,
the "Financial Statements"). In addition, the Member shall be entitled to take any other action on
behalf of the Company required to cause the Company to be in compliance wilh any applicable
governmental regulations. Not later than 90 days after the end of each fiscal year of the
Company, the Member shall deliver to each then existing Membeq such information as shall be
necessary for the preparation by such Member of its U.S. federal and state income or other tax
and intbrmation returns.
8.3 Bank Accounts. Al[ receipts and income of the Company shall be deposited in
such banks as are selected by the Member, The funds in any such bank accounts shall be used
solely for the business ofl the Company, and withdrawal ffom said accounts shal'l be made by
signatures only ofsuch Person or Persons as shall be designated by the Member.
8.4 Inspection of Company Records. Each Member shall have the ri ght, at all
reasonable times during usual business hours, to audit, examine and make copies of, or extracls
from, the books of account and other financial records of the Company at its principal place of
business. Such right may be exercised through any agent or employee ofa Member designated
by such Member or by an independent certified public accountant designated by such Member.
Each Member shall bear all expenses incurred in any examination made for such Member's
account and shall keep all information obtained during such inspection confidenlial. In the
exercise of their rights under this Section, the Members agree that they shall not cause any
unreasonable interference with, or disruption of, the Company business.
ARTICLE 9.
{0002rr51: l}
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TRANSFERS
9.1 Transfers. No Member may sell, assign, transfer, exchange, charge, pledge, give,
hypothecate or otherwise convey or encumber (any such sale, assignment, transfer, exchange,
charge, pledge, gift, hypothecation, conveyance or encumbrance being hereinafter referred to as
a "Transfer"), directly or indirectly, by operation of law or otherwise, voluntarily or
involuntarily, any Membership Interest without the prior written consent of all of the Members,
which consent may be withheld by any Member in its sole discretion. Any Transfer of any
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Membership Interest in oontravention of this Article 9 shall be null and void and of no force
whatsoever.
ARTICLE 10,
TERMINATION OF THE COMPANY
10.1 Limitations. Subject to the Articles of Organization, the Company may be
dissolved, liquidated and terminated pursuant to and only pursuant to the provisions of this
Article 10, and the parties hereto do hereby irrevocably waive any and all other rights they may
have to cause a dissolution ofthe Company or a sale or partition of any or all of the Company's
assets.
10.2 Exclusive Causes. The Company shall be dissolved, liquidated and terminated
upon the earliest to occur of
(a) The unanimous election by the Member(s) to dissolve, liquidate and
terminate the Company;
(b) A dissolution of the Company required under the provisions of Section
608,441 of the Act, provided, however, if the membership of the last remaining Member is
terminated, and a new Member is admitted to the Company within 90 days after the date of the
occurrence of the event that terminated the membership of the last remaining Member, the
Company shall continue in existence;
10.3 Liquidation. Subject to the Articles of Organization, in all cases of dissolution of
the Company, the business ofthe Company shall be continued to the extent necessary to allow an
orderly winding up of its aflairs, including the liquidation ofthe assets ofthe Company pursuant
to the provisions of this Section, as promptly as practicable thereafter, and each ofthe following
shall be accomplished:
(a) The Member(s) shall cause to be prepared a statement setting forth the
assets and liabilities of the Company as of the date of dissolution, a copy of which statement
shall be fumished to all of the Member(s).
(b) The property of the Company shall be liquidated or distributed in kind by
the Member(s) as promptly as possible, but in an orderly, businesslike and commercially
reasonable manner. The Member(s) may, in the exercise of their business judgment and if
commercially reasonable, determine (i) to setl all or any portion ofthe property of the Company
to a Member, provided that the purchase price is not less than the fair markel value of such
property as determined in the sole discretion ofthe Member(s) or their designee, or to any other
Person or (ii) not to sell all or any portion of the property of the Company, in which event such
property and assets shall be distributed in kind pursuant to Seclion 10,3(d).
{0002E951i | }
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9.2 New Members. Any transferee of a Membership Interest or a purchaser of a
newly issued Membcrship Interest shall not become a Member unless and until such transferee or
purchaser signs this Agteement and agrees to be bound to the terms and conditions contained
herein.
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Packet Pg. 334 Attachment: Bond Basis (22298 : Excavation Bond Release - Maple Ridge at Ave Maria Phase 6C)
(d) The proceeds ofsale and all other assets of the Company shall be applied
and distributed as follows and in the following order ofpriority:
(i) To the payment ofthe debts and liabilities ofthe Company and the
expenses of liquidation or distribution;
(ii) To the setting up of aay reserves which the Members shall
determine to be reasonably necessary for contingent, unliquidated or unforeseen
liabilities or obligations of the Company or the Member(s) arising out of or in connection
with the Company. Such reserves may, in the discretion of the Member(s), be held by the
Member(s) or paid over to a bank or title company selected by it, in either case to be held
by the Member(s) or such hank or title company as escrow holder or liquidating trustee
for the purposes of disbursing such reserves to satisfy the liabilities and obligations
described above. Such reserves shall be held for such period as the Member(s) shall
deem advisable, and upon the expiration of suoh period, any remaining balance shall be
distributed as provided in clause (iii) of this subsection;
(iii) The balance, if any, to the Membe(s), in proportion to their
respective Membership Interests.
ARTICLE 11.
1 I .l Indemnification and Liabilitv.
(a) The Member shall not be liable to the Company or other Members (i) for
mistakes ofjudgment or for any act or omission suffered or taken by it, or for losses due to any
such mistakes, action or inaction, exc€pt to the extent that the mistake, action, or inaction was
caused by the gross negligence or willful misconduct of it or (ii) for the willful misfeasance,
negligence, bad faith or other conduct ofany independent contractor ofthe Company selected by
it, provided that such independent contractor (including any who may be a Member) was
selected, engaged or retained and continued in good faith.
(b) To the maximum extent permitted by applicable law, the Member shall not
be liable for and the Company shall indemnify the Member against, and agrees to hold rhe
Member harmless from, all liabilities and claims (including reasonable attomey's fees and
expenses in defending against such liabitities and claims) against the Member, arising from the
Member's performance of its duties in conformance wilh the lerms of this Agreement.
(c) The Member may consult with legal counsel or accountants selected by
the Member and any action or omission suffered or taken in good faith in reliance and accor-
dance with the written opinion or advice ofany such counscl or accountants (provided such have
{0002t951; l}
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(c) 'I'o the extent that an asset is to be distributed in kind, such asset shall be
deemcd to have been sold at its fair market value on the date of distribution and the amount of
the distribution shall be considered to be such fair market value ofthe asset,
INDEMNIFICATION
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Packet Pg. 335 Attachment: Bond Basis (22298 : Excavation Bond Release - Maple Ridge at Ave Maria Phase 6C)
becn selectcd with reasonable care) shall be full protection and justification with respect to the
action or omission so suffered or taken.
(d) In the event that Member shall, notwithstanding the provisions of Section
608.4227 of the Act to the contrary (and solely as a result of the inapplicability, or deemed
inapplicability of such provision ofthe Act), become liable under ajudgment, decree or order of
a court, or in any other manner, for a debt, obligation or liability of the Company, then the
Company shall indemnify the Member and hold the Member harmless from and against any such
liability of the Member (together with reasonable attomeys' fees and expenses in defending
against any claimant seeking to impose any such liability) to the extent that it related to or arose
out of any action taken or any lransaction effected by the Member under this Agreement or any
action which the Member lailed to take or any transaction which the Member failed to eflect and
which the Member was obligated to take or effect under this Agreement.
(e) No Member shall be personally liable for the return ofall or any part ofa
Member's capital contribution, which return or payment shall be made solely from, and lo the
extent of, the Company's assets.
ARTICLE 12.
MISCELLANEOUS
12.1 Additional Procedures. The Member may establish any additional procedures
neccssary to implement the provisions ofthis Agreement,
12.2 Notices, Any and all notices, demands, consents, approvals, requests or other
communications which any Member may desire or be required to give hereunder (collectively,
"Notices") shall be by personal delivery, facsimile, by overnight courier or by prepaid certified
mail to the address listed below. Any Member may designate another address or change its
address for Notices hereunder by a Notice given pursuant to this Section. A Notice sent in
compliance with the provisions of this Section 12.2 shall be deemed delivered when actually
received by the party to whom sent. Rejection or other refusal to accept or the inability to
deliver because of a changed address or addressee of which no Notice was given as provided in
this Section 12.2 shall be deemed to be receipt ofthe Notice sent.
If to the Member:
CC AVE MARIA HOLDINGS, LLC
135 San Lorenzo Avenue, Suite 750
Coral Gables, FL 33146
If to the Company:
CC AVE MARIA, LLC
135 San Lorenzo Avenue, Suite 750
Coral Gables, FL 33146
{0002t9s1i l)
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Packet Pg. 336 Attachment: Bond Basis (22298 : Excavation Bond Release - Maple Ridge at Ave Maria Phase 6C)
12.3 Entire Aqreement. This Agreemenl constitutes the enlire agreement between the
parties hereto pertaining to the subject matter hereof, and fully supersedes any and all prior
agreements or understandings between the parties hereto pertaining to the subject matter hereof.
12.4 Section Headines. The section headings used in this Agreement are intended
solely for convenience of reference and shall not in any manner amplify, limit, modify or
otherwise be used in the interpretation ofany of the provisions hereof.
12,5 Counterparts. This Agreement may be executed in several counterparts and all
such executed counterparts shall constitute a single agreement, binding on all of the parties
hereto, their successors and their assigns, notwithstanding that all of the parties hereto are not
signatories to thc original or to the same counterpart. Each counterpart signature page so
executed may be attached to a master counterpart olthis Agreement to be kept by the Members
at the principal office of the Company and such master counterpart as well as any and all other
counterparts execuled by any ofthe parties hereto shall constitute a single agreement.
12.6 Severability. In case any one or more of the provisions contained in this
Agreement shall be invalid or unenforceable in any jurisdiction, the validity and enforceability of
all remaining provisions contained herein shall not in any way be affected or impaired thereby;
and the invalid or unenforceable provisions shall be interpreted and applied so as to produce as
near as may be the economic result intended by the Members.
12.7 Governins Law. This Agreemen! including its existence, validity, construction
and operating effect, and the rights of each of the parties hereto, shall be govemed by and
construed in accordance with the laws ofthe State of Florida.
12.8 Limitation on Liabilitv. The Member(s) shall not be bound by, or be personally
liable for, by reason of being a Member, a judgmen! decree or order ofa court or in any otler
marner, for the expenses, liabilities or obligations of the Company; and the liability of each
Member shall be limited solely to the amount of its unrelumed capital contributions made to the
Company as provided under Article 3, except to the extent otherwise required by law.
12.9 Amendment. Waiver or Modification. No amendment, waiver or modification to
this Agreement shall be effective without the prior unanimous rlT itten consent of the Member.
ISignatures on next page]
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Packet Pg. 337 Attachment: Bond Basis (22298 : Excavation Bond Release - Maple Ridge at Ave Maria Phase 6C)
IN WITNESS WHEREOF, the Mernber has signed this Agreement as of the day and year
first above written.
CC AVE MARIA, LLC
By:
Gragg,K.
)
(00U2t951; l)
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Packet Pg. 338 Attachment: Bond Basis (22298 : Excavation Bond Release - Maple Ridge at Ave Maria Phase 6C)
EXHIBIT A
Member
CC AVE MARIA HOLDINGS,
tl,c
Membership Interest
r00%
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Packet Pg. 339 Attachment: Bond Basis (22298 : Excavation Bond Release - Maple Ridge at Ave Maria Phase 6C)
James Carr
K. Lawence Gragg
Blake Gable
Brian Goguen
{0002E951; I }
EXHIBIT B
MANAGERS
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Packet Pg. 340 Attachment: Bond Basis (22298 : Excavation Bond Release - Maple Ridge at Ave Maria Phase 6C)
EXHIBIT C
James M. Carr
Brian Goguen
Blake Gable
K. l,awence Gragg
Harold Eisenacher
Andres Miyares
OFFICERS
President and Assistant Secretary
Vice President
Yice President
Vice-President, Assistant Secretary and
Assistant Treasurer
Vice President, Secretary and Treasurer
Vice President
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Packet Pg. 341 Attachment: Bond Basis (22298 : Excavation Bond Release - Maple Ridge at Ave Maria Phase 6C)