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Backup Document 06/14/2022 Item #16A 1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16 A 1 • 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 end original documents are to he forwarded to the Couniy Attorney Orrice at the time the item is placed on the agenda. All completed routing slips and original document.must he received in the('aunty Attorney Office no filler than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#I through#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#I 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 çç1 4. BCC Office Board of County 1 11 Commissioners (,vp► ID/( t /c(/ZZ 5. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION 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 Lucia S. Martin Phone Number x-2279 Contact/ Department Agenda Date Item was 6/14/2022 Agenda Item Number 16.A.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) I. Does the document require the chairman's original signature? LM 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. LM 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 LM 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 LM 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 6/14/22,and all changes made during the Q 11/A is not meeting have been incorporated in the attached document. The County Attorney's 0 0 Y option for Office has reviewed the changes,if applicable. is line. 9. Initials of attorney verifying that the attached document is the version approved by the /A is not BCC,all changes directed by the BCC have been made,and the document is ready for the (0 Chairman's signature. Y� 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 16A1 CONSTRUCTION AND MAINTENANCE AGREEMENT FOR SUBDIVISON IMPROVEMENTS THIS CONSTRUCTION AND MAINTENANCE AGREEMENT FOR SUBDIVISION IMPROVEMENTS entered into this day of , 20 22 between RCDG Partners,LLC 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: RANDALL AT ORANGETREE 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: Roadways, storm drainage and utility infrastructure 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$5,402,069.86 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. 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 11/23/2021 Page 1 of 2 1 6 A 1 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 day of ,I t l , 20 22 . SIGNED IN THE PRESENCE OF: (Name of Entity) RCDG Partners, LLC Witness: 1 � �KfL L� C By: - Printed Name: , CZy pher Davis, Manager Witness: "t44 Printed Name/Title L�l�" / Evidence of Signing Authority attached Prifited Name: n - hereto as Exhibit "B". ik.isri CChitt i .,7.. ATTEST: CRYSTAL K. KINZEL, CLERK BOARD OF •LINTY COMMISSIONERS • el.C• 4UNTY, F 'RIB *.illt04,77---*:.., 2; t By: By: d�: Deputy CIerk;, ; - OOP " r &M • •clay'y' e g r. I — Approved as to form and OOP. ChR� man 1 . . P fix-A .D rek D.. _Perry AsststaMt Ce- Mty Att• .rgey 11/23/2021 Page 2 of 2 16 Al Exhibit "A" Performance Security 16 A ! THE PIEDMONT BANK IRREVOCABLE STANDBY LETTER OF CREDIT NO.: 2022-17 ISSUER: The Piedmont Bank 1045 Peachtree Parkway Cumming, Ga 30041 770-886-6338 (hereinafter"Issuer") PLACE OF EXPIRY: At Lender's address indicated above DATE OF EXPIRY: This credit shall be valid until July 6th, 2023 , and shall thereafter be automatically renewed for successive one-year periods on the anniversary of the issue unless at least sixty (60) days prior to any such anniversary date, the issuer notifies the Beneficiary in writing by registered mail that the issuer elects not to renew this Credit. APPLICANT: RCDG Partners, LLC 6728 Jamestown Drive Alpharetta, GA 30005 770-680-2721 (hereinafter"Applicant") BENEFICIARY: The Board of County Commissioners, Collier County, Florida (hereinafter"Beneficiary") c/o Engineering Review Services, 2800 North Horseshoe Drive, Naples, Florida 34104 AMOUNT: $ 5,402,069.86 U.S., up to an aggregate thereof. CREDIT AVAILABILE WITH: The Piedmont Bank (Issuer) BY: Payment against documents detailed herein and Beneficiary's drafts at sigh drawn on the Issuer. DOCUMENTS REQUIRED: AVAILABLE BY BENEFICIARY'S DRAFT(SO AT SIGHT DRAWN ON THE ISSUER AND ACCOMPANIED BY BENEFICIARY'S STATEMENT PURPORTEDLY SIGNED BY THE COUNTY MANAGER, CERTIFYING THAT: " RCDG Partners, LLC (insert name of Applicant) has failed to construct and/or maintain the improvements associated with that certain plat of a subdivision know as Randall at Oranqetree (insert name of subdivision) or a final inspection satisfactory to Collier County has not been performed prior to the date of expiry, and satisfactory alternative performance security has not been provided to and formally accepted by the Beneficiary." 1045 Peachtree Parkway Cumming, GA 30041 Phone: 770-886-6339 m Fax: 770-886-6382 16A �, THE PIEDMONT BANK DRAFT(S) DRAWN UNDER THIS LETTER OF CREDIT MUST BE MARKED: "Drawn under The Piedmont Bank Credit No. 2022-17 ,dated July 6,2022 ."The original Letter of Credit and all amendments, if any, must be presented for proper endorsement. Presentment may be made by US mail or courier at 1045 Peachtree Parkway Cumming,GA 30041 . This Letter of Credit sets forth in full the terms of the Issuer's undertaking and such undertaking shall not in any way be modified, amended, or amplified by reference to any document, instrument, or agreement referenced to herein or in which this letter of Credit relates, and any such reference shall not be deemed to incorporate herein by reference any document, instrument, or agreement. Issuer hereby engages with Beneficiary that draft(s) drawn under and in compliance with the terms of this Credit will be duly honored by Issuer if presented within the validity of this Credit. This letter of credit is governed by the laws of the state of Florida. Where there is a conflict between the law of another state and Florida law, Florida law will prevail. The venue for any action under this Letter of Credit is Collier County, Florida. This letter of Credit is issued subject to the Uniform Customs and Practice for Documentary Credits, 2007 Revision, International Chamber of Commerce Publication No. 600. By: JOICA Chris Elsevier, Chief Credit Officer 1045 Peachtree Parkway • Cumming, GA 30041 • Phone: 770-886-6339 • Fax: 770-886-6382 16 A1 ' . CORPORATE AUTHORIZATION RESOLUTION THE PIEDMONT BANK By: 5100 PEACHTRQ PARKWAY The Piedmont Bank NORCROSS, GA 30092 5100 Peachtree Parkway Norcross, GA 30092 Referred to in this document as "Financial Institution" Referred to in this document as"Corporation" Kelly Johnson , certify that I am Secretary (clerk) of the above named corporation organized under the laws of Georgia , Federal Employer I.D. Number 43-2114621 , engaged in business under the trade name of The Piedmont Bank , and that the resolutions on this document are a correct copy of the resolutions adopted at a meeting of the Board of Directors of the Corporation duly and properly called and held on 8/3/11 (date). These resolutions appear in the minutes of this meeting and have not been rescinded or modified. AGENTS Any Agent listed below, subject to any written limitations, is authorized to exercise the powers granted as indicated below: Name and Title or Position Signatur Facsimile Signature _ (if used) ,‘ .\k.__--_-A--, r_. A. Monty G. Watson, Chairman & CEO X . n g Kelly Johnson, CFO X • ti -.,l ;. x C Chris Elsevier, Chief Credit Officer x x D. X X E X X F.' X X POWERS GRANTED (Attach one or more Agents to each power by placing the letter corresponding to their name in the area before each power. Following each power indicate the number of Agent signatures required to exercise the power.) Indicate A, B, C, Description of Power Indicate number of D, E, and/or F signatures required AB&C (1) Exercise all of the powers listed in this resolution. • 1 (2) Open any deposit or share account(s)in the name of the Corporation. (3) Endorse checks and orders for the payment of money or otherwise withdraw or transfer funds on deposit with this Financial Institution. (4) Borrow money on behalf and in the name of the Corporation, sign, execute and deliver promissory notes or other evidences of indebtedness. (5) Endorse, assign, transfer, mortgage or pledge bills receivable, warehouse receipts, bills of lading, stocks, bonds, real estate or other property now owned or hereafter owned or acquired by the Corporation as security for sums borrowed, and to discount the same, unconditionally guarantee payment of all bills received, negotiated or discounted and to waive demand, presentment, protest, notice of protest and notice of non-payment. (6) Enter into a written lease for the purpose of renting, maintaining, accessing and terminating a Safe Deposit Box in this Financial Institution. (7) Other LIMITATIONS ON POWERS The following are the Corporation's express limitations on the powers granted under this resolution. EFFECT ON PREVIOUS RESOLUTIONS This resolution supersedes resolution dated 8/3/09 . If not completed, all resolutions remain in effect. CERTIFICATION OF AUTHORITY I further certify that the Board of Directors of the Corporation has, and at the time of adoption of this resolution had, full power and lawful authority to adopt the resolutions on page 2 and to confer the powers granted above to the persons named who have full power and lawful authority to exercise the same. (Apply seal below where appropriate.) ❑ If checked, the Corporation is a non-profit corporation. In Witness Whereof, I have sub r y name to this,document and affixed the seal of tie Corporation on 0� (date). / 9 (l_/ Attest by One Other Officer I Secretary (page 1 of 2) E Pei '" ©1995,1997 Bankers Systems,Inc.,St.Cloud,MN Form CA-1 5/1/2093 16A1 RESOLUTIONS The Corporation named on this resolution resolves that, (1)The Financial Institution is designated as a depository for the funds of the Corporation and to provide other financial accommodations indicated in this resolution. (2)This resolution shall continue to have effect until express written notice of its rescission or modification has been received and recorded by the Financial Institution. Any and all prior resolutions adopted by the Board of Directors of the Corporation and certified to the Financial Institution as governing the operation of this corporation's account(s), are in full force and effect, until the Financial Institution receives and acknowledges an express written notice of its revocation, modification or replacement. Any revocation, modification or replacement of a resolution must be accompanied by documentation, satisfactory to the Financial Institution, establishing the authority for the changes. (3)The signature of an Agent on this resolution is conclusive evidence of their authority to act on behalf of the Corporation. Any Agent, so long as they act in a representative capacity as an Agent of the Corporation, is authorized to make any and all other contracts, agreements, stipulations and orders which they may deem advisable for the effective exercise of the powers indicated on page one, from time to time with the Financial Institution, subject to any restrictions on this resolution or otherwise agreed to in writing. (4)All transactions, if any, with respect to any deposits, withdrawals, rediscounts and borrowings by or on behalf of the Corporation with the Financial Institution prior to the adoption of this resolution are hereby ratified, approved and confirmed. (5)The Corporation agrees to the terms and conditions of any account agreement, properly opened by any Agent of the Corporation. The Corporation authorizes the Financial Institution, at any time, to charge the Corporation for all checks, drafts, or other orders, for the payment of money, that are drawn on the Financial Institution, so long as they contain the required number of signatures for this purpose. (6)The Corporation acknowledges and agrees that the Financial Institution may furnish at its discretion automated access devices to Agents of the Corporation to facilitate those powers authorized by this resolution or other resolutions in effect at the time of issuance. The term "automated access device" includes, but is not limited to, credit cards, automated teller machines(ATM), and debit cards. (7)The Corporation acknowledges and agrees that the Financial Institution may rely on alternative signature and verification codes issued to or obtained from the Agent named on this resolution. The term "alternative signature and verification codes" includes, but is not limited to, facsimile signatures on file with the Financial Institution, personal identification numbers (PIN), and digital signatures. If a facsimile signature specimen has been provided on this resolution, (or that are filed separately by the Corporation with the Financial Institution from time to time) the Financial Institution is authorized to treat the facsimile signature as the signature of the Agent(s) regardless of by whom or by what means the facsimile signature may have been affixed so long as it resembles the facsimile signature specimen on file. The Corporation authorizes each Agent to have custody of the Corporation's private key used to create a digital signature and to request issuance of a certificate listing the corresponding public key. The Financial Institution shall have no responsibility or liability for unauthorized use of alternative signature and verification codes unless otherwise agreed in writing. Pennsylvania. The designation of an Agent does not create a power of attorney; therefore, Agents are not subject to the provisions of 20 Pa.C.S.A. Section 5601 et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code) unless the agency was created by a separate power of attorney. Any provision that assigns Financial Institution rights to act on behalf of any person or entity is not subject to the provisions of 20 Pa.C.S.A. Section 5601 et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code). EFFECT ON PREVIOUS RESOLUTIONS This resolution supersedes resolution dated 8/3/09 . If not completed, all resolutions remain in effect. CERTIFICATION OF AUTHORITY I further certify that the Board of Directors of the Corporation has, and at the time of adoption of this resolution had, full power and lawful authority to adopt the resolutions on page 2 and to confer the powers granted above to the persons named who have full power and lawful authority to exercise the same. (Apply seal below where appropriate.) ❑ If checked, the Corporation is a non-profit corporation. In Witness Whereof, I have subscribed my name to this document and affixed the seal of the Corporation on 8/3/2011 (date). �/ ;.:� fr . t/ I �. 1-(,/ Attest'by One Other Officer' Secretiary FOR FINANCIAL INSTITUTION USE ONLY Acknowledged and received on (date)by (initials) ❑ This resolution is superseded by resolution dated Comments: Federal Employer I.D. Number Corporate Authorization CA-1 12/16/2006 VMPOO Bankers SyslemsTM VMPc158 (0612) Financial Wolters Kluwer Services ©1995,1997,2006 Page 2 of 2 Initials: t6 Al Exhibit " B" Evidence of Signing Authority 16Arir, 9i 6= - '- (Requestor's Name) (Address) _ j 200374363992 (Address) (City/State/Zip/Phone#) PICK-UP WAIT p MAIL (Business Entity Name) 11_I;!I34 1--13111.32--[112 +.11 •[ICI (Document Number) Certified Copies Certificates of Status Special Instructions to Filing Officer: I, ry rr • c=. • • • I • L( '' Cr r'.1 .'.L) L 1 i 'T • .„,) f" ('I n Office Use Only 16A• APPLICATION RY FOREIGN LIMITED LIABILITY COMPANY FOR AUTHORIZATION TO TRANSACT BUSINESS IN FLORIDA IN CO.111'1l.•1ACE I37111 S71:710V 605.(m)Z.I7C)R/fl151:171i11•N 711E FO11O117,•\G L SUM III77.7)70 REGN11R.1 FOREIGN Illlfll7)Il'113/1/1)' C21A'.•L\Y7i)7R-1AN4C.TN1.t5 AES'i/N7711•:. .17EOFF7f)RlD..'I: RCDG Partners.LI.0 (Name of Foreign Limited—Liability Company;must include"Limited Liability Company.•"•L I.C,"or"I.t.C.') III name trnAsdd4ide,enter.drenmtc mune Adopted Iur rite pus lkme ur rran,J:brrg busincl,in Honda I Ile Actuate name inmo itetrMie-booted Ltahrlrt\Company.-"'I.I.C.'or"I.I.C. J Georgia 3. turissbction nosier the tau of whits foreign luutted Itahrhq tympany n organved) (Fri number.tfappbeablc) 4. It)aie Fist nun aced 6sorness in Florida.if poor to registration 1 (Sec sccrioru 605 0904 do 605.0905.F.S m determine pens}liandit)I 6728 Jamestown Drive 6728 Jamestown Drive 5• 6. !Matting,\ddre+sl (Street Address of Principal OiMee) Alpharetta.Georgia 30005 Alpharetta,Georgia 30005 • ra 1 e 7. Name and street address of Florida registered agent: (P.O. Box N acceptable) �7 t} t: Co; Name: Corporation Service Company ram—D ctt rrl "s Office Address: 120I Hays s Street Tallahassee 32301 , Florida (Coy) (7.ip:We) Registered agent's acceptance: Having been named us registered agent and to accept service of process for the above stated limited liability company at the place designated in this application. I hereby accept the appointment us registered agent and agree to act in this capacity. l further agree to comply with the provisions of all statutes relative to the proper and complete performance of ntt•duties,and 1 am familiar with and accept the obligations of my position as registered agent. t Resrsincd agent's signature I 16A1 Control Number: 212500f 5 STATE OF GEORGIA Secretary of State Corporations Division 313 West Tower 2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530 CERTIFICATE OF ORGANIZATION 1, Brad Raffensperger. the Secretary of State and the Corporation Commissioner of the State of Georgia. hereby cenilw under the seal of my office that RCDG Partners, LLC a Domestic Limited Liability Company has been duly organized under the laws of the State of Georgia on 09/22/2021 by the filing of articles of organization in the Office of the Secretary of State and by the paying of fees as provided by Title l4 of the Official Code of Georgia Annotated. WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on 09/24/2021. • o o sr i Brad Raffensperger '/776 Secretary of State 16A1 Exhibit "C" Opinion of Probable Cost 16A1 Project: THE RANDALL AT ORAGETREE PENINSULA Task PERMIT AND INSPECTION FEES OPC Prepared 8y: AA Date: 10/7/2021 ENGINEERING Checked By DW Date 10(7/2021 Calculation Summary TOTAL Earthwork $ 947,469.90 Paving $ 1,193,765.25 Drainage $ 780,183.75 Sanitary Collection System $ 1,082,559.70 Potable Water $ 171,519.00 Miscellaneous $ 735,475.00 TOTAL $ 4,910,972.60 Earthwork,Paving,Drainage,Landscape and Lighting,Irrigation and Misc. TOTAL O.P.0 3,656,893.90 Potable Water and Sanitary Sewer TOTAL O.P.0 1,254,078.70 Estimated 110%Bond Amount 5,402,069.86 NOTES: 1)The Opinion of Probable Cost is based on Peninsula Engineering's understanding of the current rules,regulations,ordinances,and construction costs in effect on the date of this document.Interpretations of these construction costs may affect this Opinion of Probable Cost and may require adjustments to delete,decrease,or increase portions of this Opinion of Probable Cost. 2)This Opinion of Probable Cost shall be used for applicable Review Fee Calculation Purposes only. 3)All costs provided in this OPC are based on recent contract prices,or the Engineers'latest known unit costs.These costs cannot be guaranteed at this time due to unpredictable and uncontrollable increases in the cost of concrete,petroleum,etc.or the availability of matenals and labor. 4)This cost estimate does not include the cost of any building construction. 5)This cost estimate assumes dry utilities(power,cable and telephone)will be installed at no-cost to the developer. 6)Review Fees for lake excavation provided in separate Review Fee,with the lake exvacation permit. �cOP�\�`CEN F'.Fgs Digitally signed by *i No.60746 *' Daniel F Waters .e, STATE OF Date:2022.04.27 ,Fs �c 16:12:51 -04'00' Daniel F Waters,P.E. FL Registration#60746 Peninsula Engineering FL CA No.28275 >. _an.va.ccmmorn.b�c..._.w.9.,...c..wonrorwrnse:w.+ro•.x..,.rw.,e._o..._ox>s..c,e... 1 of 1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP I A TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print an pink paper. Attach to original document. The completed routing slip and original documents are to he(oneardrd to the(minty Attorney OIrire at the lime the item is placed on the agenda. All completed routing slips and original documents must he receiccd in the(bunk 111ornc thrice no later Matt Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#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 d I through#2,complete the checklist,and forward to the('aunty Attorney(Mice. Route to Addressee(s) (List in routing order) Office Initials Date . 2. 3. County Attorney Office County Attorney Office 4. BCC Office Board of County Commissioners (VA4AN 9/ /zz 5. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION 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 Lucia S. Martin Phone Number x-2279 Contact/ Department Agenda Date Item was 06/14/2022 Agenda Item Number 16.A.1 Approved by the BCC Type of Document Plat Number of Original 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'? LM 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. LM 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 LM 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 LM 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 6/14/2022 and all changes made during N/A is not the meeting have been incorporated in the attached document. The County t p/ an option for Attorney's Office has reviewed the changes, if applicable. V 1 this line. OP' 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC,all changes directed by the BCC have been made, and the document is ready for the pp to an option for Chairman's signature. this line. 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 16A1 JOINDER AND CONSENT OF MORTGAGEE KNOW ALL MEN BY THESE PRESENTS that the undersigned, The Piedmont Bank, a Georgia bank, authorized to transact business in the State of Florida, hereby certifies that it is owner and holder of a mortgage which encumbers certain lands including the following lands in Collier County, Florida: SEE EXHIBIT "A" ATTACHED HERETO which mortgage is dated the 16th day of December, 2021, and recorded on the 20th day of December, 2021, in Official Records Book 6059, Page 1880 of the Public Records of Collier County, Florida, and hereby joins in and consents to the making of the Randall at Orangetree and recorded the day of , 2022, in Plat Book , Page , in the Official Records of Collier County, Florida, and agrees that its mortgage shall be subordinated to the dedications shown thereon. IN WITNESS WHEREOF, Mortgagee, intending to be legally bound hereby, has executed this Joinder and Consent of Mortgagee as of the 16th day of August, 2022. MORTGAGEE: Witnesses: THE PIEDMONT BANK, a Georgia bank Name. Kim Counter By: Chris Elsevier, SVP/Chief Credit Officer [BANK SEAL] Name: Robert Ca [Continued on following page.] 1 16A1 STATE OF GEORGIA COUNTY OF FORSYTH THE FOREGOING INSTRUMENT was acknowledged before me this day of August 16, 2022, by Chris Elsevier, as the SVP/Chief Credit Officer, on behalf of said company. He is personally known to me. i GEORGIA EXPIRES SIGNATURE OF NOTARY �•;' Rakal Barber ��AUB NAME LEGIBLY PRINTED, TYPEWRITTEN OR STAMPED (SEAL) NOTARY PUBLIC, STATE OF GEORGIA My Commission Expires: June 23, 2023 2 I6A1 Exhibit "A" Legal Description of the Land PARCEL 1: A PORTION OF TRACT "A" GOLDEN GATE ESTATES, UNIT 22, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 7, PAGE 83 AND 84, OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHWEST CORNER OF TRACT "A" GOLDEN GATE ESTATES, UNIT 22, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 7, PAGES 83 AND 84, OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; THENCE ALONG THE NORTH LINE OF SAID TRACT "A",NORTH 89°30'02" EAST, A DISTANCE OF 1,366.01 FEET TO A POINT ON THE WESTERLY BOUNDARY OF THE LANDS DESCRIBED IN OFFICIAL RECORDS BOOK 4079, PAGE 1361, PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, THE SAME BEING A POINT ON A NON TANGENTIAL CURVE TO THE RIGHT; THENCE ALONG SAID BOUNDARY, SOUTHWESTERLY 2,258.82 FEET ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 2,754.79 FEET, A CENTRAL ANGLE OF 46°58'49", (CHORD BEARING SOUTH 24°49'44" WEST, A DISTANCE OF 2,196.07 FEET) TO A POINT ON THE BOUNDARY OF THE LANDS DESCRIBED IN OFFICIAL RECORDS BOOK 4079, PAGE 1358, PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; THENCE ALONG SAID BOUNDARY FOR THE FOLLOWING TWO (2) COURSES AND DISTANCES, 1)NORTH 00°29'58" WEST, A DISTANCE OF 361.77 FEET; 2) THENCE NORTH 89°59'48" WEST, A DISTANCE OF 426.54 FEET TO A POINT ON THE WEST BOUNDARY OF THE AFOREMENTIONED TRACT "A"; THENCE ALONG SAID BOUNDARY, NORTH 00°29'58" WEST, A DISTANCE OF 1,619.45 FEET TO THE POINT OF BEGINNING. LESS AND EXCEPT A PARCEL OF LAND LOCATED WITHIN TRACT "A", GOLDEN GATE ESTATES, UNIT 22, PLAT BOOK 7, PAGE 83, PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF TRACT "A", GOLDEN GATE ESTATES, UNIT 22, PLAT BOOK 7, PAGE 83, PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; THENCE ALONG THE NORTH LINE OF SAID TRACT "A", NORTH 89°30'02" EAST, A DISTANCE OF 832.75 FEET; THENCE SOUTH 00°29'58" EAST, A DISTANCE OF 184.50 FEET TO THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN DESCRIBED; THENCE NORTH 90°00'00" EAST, A DISTANCE OF 219.56 FEET TO A POINT ON A NON TANGENTIAL CURVE TO THE LEFT; THENCE SOUTHERLY 25.63 FEET ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 2,013.00 FEET, A CENTRAL ANGLE OF 00°43'46", (CHORD BEARING SOUTH 06°53'22" WEST, A DISTANCE OF 25.63 FEET) TO A POINT ON A REVERSE CURVE TO THE RIGHT; THENCE SOUTHERLY 190.60 FEET ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 2,454.79 FEET,A CENTRAL ANGLE OF 04°26'56", (CHORD BEARING SOUTH 08°44'57" WEST, A DISTANCE OF 190.56 FEET); THENCE 3 16A1 NORTH 90°00'00" WEST, A DISTANCE OF 185.64 FEET; THENCE NORTH 00°29'58" WEST, A DISTANCE OF 213.79 FEET TO THE POINT OF BEGINNING. PARCEL 2: BEING A PORTION PARCEL 179 AS DESCRIBED IN OFFICIAL RECORDS BOOK 4079, PAGE 1358 AND LYING WITHIN TRACT "A", GOLDEN GATE ESTATES, UNIT 22, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 7, PAGES 83 AND 84, BOTH OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF TRACT "A", GOLDEN GATE ESTATES, UNIT 22, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 7, PAGES 83 AND 84, PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; THENCE ALONG THE WEST LINE OF SAID TRACT "A", SOUTH 00°29'58" EAST, A DISTANCE OF 1,619.45 FEET TO A POINT ON THE BOUNDARY OF PARCEL 179 AS DESCRIBED IN OFFICIAL RECORDS BOOK 4079, PAGE 1358, OF SAID PUBLIC RECORDS AND THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN DESCRIBED; THENCE ALONG SAID BOUNDARY FOR THE FOLLOWING TWO (2) COURSES AND DISTANCES, 1) SOUTH 89°59'48" EAST, A DISTANCE OF 426.54 FEET; 2) THENCE SOUTH 00°29'58" EAST, A DISTANCE OF 361.77 FEET TO A POINT ON A NON TANGENTIAL CURVE TO THE RIGHT; THENCE SOUTHWESTERLY 526.09 FEET ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 2,754.79 FEET, A CENTRAL ANGLE OF 10°56'31", (CHORD BEARING SOUTH 53°47'24" WEST, A DISTANCE OF 525.29 FEET)TO A POINT ON THE AFOREMENTIONED BOUNDARY OF SAID PARCEL 179, THE SAME BEING THE WEST LINE OF SAID TRACT "A"; THENCE ALONG SAID BOUNDARY AND SAID WEST LINE, NORTH 00°29'58" WEST, A DISTANCE OF 672.12 FEET TO THE POINT OF BEGINNING. 4 l6At After Recording Return to: Coleman, Yovanovich& Koester, P.A. 3001 Tamiami Trail North, Suite 300 Naples, Florida 34103 DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS OF THE RANDALL AT ORANGETREE MIXED-USE DEVELOPMENT THIS DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS, is made this P day of July, 2022, by RCDG Partners, LLC, hereinafter referred to as"Declarant". ARTICLE I: BACKGROUND & GENERAL PROVISIONS 1.1 Background; Purpose. As of the date of the recording of this Declaration, Declarant is the owner of the Property encumbered hereby, which is known as The Randall at Orangetree Mixed- Use Development and which will consist of a master-planned mixed-use project consisting of both residential and commercial uses. The Randall at Orangetree Mixed-Use Development will have a common surface water management system and other shared infrastructure that will serve and benefit the entire The Randall at Orangetree Mixed-Use Development. Consequently, Declarant has determined that it is in its best interests (and in the interest of future Owners), to establish an "umbrella" property owners association (the "Umbrella Association") that will own, operate and maintain the Surface Water Management System (as defined herein) and to also provide for the ownership, maintenance, repair and replacement of certain Umbrella Association Common Areas (consisting primarily of certain private rights-of-way, access easements, perimeter landscape buffers, preserve areas, drainage areas and other common infrastructure), and to enforce the terms and provisions of this Declaration, all as set forth more particularly herein. This Declaration only contains limited use restrictions and rights to approve or otherwise administer the transfer of ownership or the leasing of any portion of the Properties (except those portions owned by or dedicated to the Association); the primary purpose of the Association is to own and operate the System and other Common Areas that serve the overall Properties. 1.2 Annexation or Removal of property from Declaration. Declarant reserves the right to amend this Declaration prior to the time that the Class B membership ceases without prior notice and without the consent of any Person, to remove any portions of the Property then owned by the Declarant, its affiliates, or the Association from the coverage of this Declaration, to the extent originally included in error, or as a result of any changes in the Declarant's plans for the Property, provided such withdrawal does not adversely affect the functions of the System as defined by the Permits, and is not contrary to the overall, uniform scheme of development for the Property set forth in the Site Plan. 1.3 Binding Effect. All of the Property shall be conveyed, owned and used subject to the provisions of this Declaration, which shall run with the title to such Property and shall be binding upon all Persons having any right, title, or interest in any portion of the Property, their heirs, successors, successors-in-title, and assigns. 1.4 Receipt of Notice of Potential Future Elevated Roadway. By acquiring fee simple title or a leasehold interest from the Declarant in any portion of the Property,each Owner and/or respective tenant acknowledges receipt of the separate written notice required by Exhibit F, Section 7(c) of 16 Ai the Randall Curve MPUD Development Commitments, Ordinance No. 2021-42, which notice provides as follows: Collier County, a political subdivision of the State of Florida("County'), has a planned road improvement flyover ("the Overpass') at the intersection of Immokalee Road and Randall Boulevard. As acknowledged in the Randall Curve MPUD Development Commitments, the future improvements of the public right-of-way are likely to be constructed long after the anticipated completion of development of The Randall at Orangetree and may include an elevated roadway alignment at the intersection of Immokalee Road and Randall Boulevard. Recipient acknowledges that Collier County will not construct any sound wall or other barrier of any kind to reduce the impact, noise, or other effects of the elevated roadway alignment. Recipient further acknowledges that as a condition of zoning approval for the Property, the Declarant, its successors, and assigns hereby waive any and all claims for compensation and damages, including and not limited to future business damages and loss of access, as a result of the future elevated roadway and its construction. ARTICLE II: DEFINITIONS 2.1 Articles of Incorporation or Articles: shall mean and refer to the Articles of Incorporation of the The Randall at Orangetree Umbrella Association, Inc., a Florida not-for-profit corporation as filed with the Secretary of State of Florida and as may be amended from time to time. A copy of the existing Articles is attached hereto as Exhibit"B". 2.2 Association or Umbrella Association: The Randall at Orangetree Umbrella Association, Inc., a Florida not-for-profit corporation, its successors and assigns. 2.3 Assessment or Annual Assessment: those charges, fees or obligations as more fully set forth in Article VIII of this Declaration. 2.4 Benefitted Party: An Owner or association that owns or governs property that is directly benefitted by the System. 2.5 Board of Directors or Board:the body responsible for the administration of the Association, selected as provided in the Bylaws, and serving the same role as the Board of Directors under Florida law governing not-for-profit corporations. 2.6 Bylaws: shall refer to the Bylaws of the The Randall at Orangetree Umbrella Association, Inc., as may be amended from time to time. A copy of the current Bylaws is attached hereto as Exhibit"C". 2.7 Commercial Tracts: shall mean and refer to Tracts A, B, C, D, E, F, G, H, I, J, and K of The Randall at Orangetree Mixed Use Development, according to the plat thereof to be recorded in the public records of Collier County, Florida (the "Plat") and any other lands zoned for commercial uses in Ordinance No. 2021-42 and Ordinance No. 2021-43 or as the same may be amended from time to time. 2.8 Common Area: All such areas and/or easements designated as such by Declarant (or by another Person with the written and recorded consent of Declarant)upon any recorded plat or plats of the Property(or by a separate recorded instrument)and which are owned by or dedicated to the Association, or for which the Association has primary maintenance responsibility. Without limiting the generality of the foregoing, the Common Areas shall include Tract R-1 of the Plat as well as any Conservation / Preserve Areas. The System and Conservation Areas are part of the Common Area. Notwithstanding the foregoing, if Declarant elects to designate property as Common Area, and at the time of such designation, Declarant is not the fee simple owner of such 2 16Aj property, then Declarant shall not have the authority to designate such property as Common Area without the written recorded joinder and consent of the fee simple owner of the applicable property. Monument Signage and Placard Spaces are Common Areas. 2.9 Common Expenses: the actual and estimated expenses incurred, or anticipated to be incurred, by the Association in fulfilling its responsibilities under this Declaration, as more particularly set out in Article VIII herein. 2.10 "Conservation/Preserve Area"shall mean and refer to those portions of the approximately 6.6 acres of Property on Tract L that are subject to a platted(or separately granted)conservation or native vegetation preserve easement and dedicated to the Association with responsibility for maintenance. 2. 11 "County Tract" shall mean and refer to Tract K. 2.12 Declarant: RCDG Partners, LLC or its successors and assigns pursuant to an instrument which expressly conveys and/or assigns to the named assignee or successor all or any portion of the rights of the Declarant. The assignment or conveyance may be partial, in which event Declarant's rights so conveyed shall be limited as provided in the instrument, or the same may be a complete conveyance and assignment, in which case said assignee or successor shall be vested with all of the rights of the Declarant hereunder, at which time Declarant will be released of all liability hereunder. 2.13 Declaration: shall mean and refer to this Declaration of Covenants, Conditions and Restrictions,as the same may be amended from time to time. 2.14 Development Commitments: shall mean and refer to that certain list of development commitments per Exhibit F of the Randall Curve MPUD, Ordinance No. 2012-42, dated October 26, 2021 as assigned by and between the Declarant and Collier County, under The Assignment of Developer Commitments as recorded in O.R.Book 6059,page 1913 of the public records of Collier County, Florida, as the same may be amended from time to time. 2.15 First Mortgagee: shall mean and refer to the holder of a first mortgage (and such holder may be either an individual, bank, lending institution, financial institution,trust, or other public or private non-financial entity)against a Tract, and their successors and assigns. 2.16 Hazardous Materials: shall mean"hazardous substance" as defined by 42 U.S.C., Section 9601(14), [but not including the petroleum exclusion therein] and "pollutants" as defined by Section 376.031(14),Florida Statutes,and as it may be amended or supplemented by any other law. 2.17 Landscape Buffer Easement: shall mean and refer to the platted landscape buffer easements (L.B.E.) as reflected on the Plat of The Randall at Orangetree. Landscape Buffer Easements shall be maintained by the owner(s) of the Tracts that are encumbered by such easements. 2.18 Lot or Tract: A platted lot, a platted parcel or a tract of land which has been fractionalized pursuant to a development order, a condominium unit along with its appurtenances, or any other parcel of land, including any improvements located thereon, capable of being described with such definiteness that its location and boundaries may be established, which is designated by Declarant (or by the developer thereof)to be used,developed and conveyed as a unit and which is the smallest undivided unit at any point in time. 3 16Al 2.19 Master Site Plan or Site Plan: The Declarant's plan of development of all portions of the Property, as it has been or may be amended from time to time by Declarant, in the Declarant's sole discretion. 2.20 Member: a person entitled to membership in the Association as provided herein and in the Bylaws of the Association. 2.21 Monument Signage or Monument Signs: shall collectively mean and refer to the Monument Sign #1 and Monument Sign #2. The exclusive right to use Placard Space on each specific Monument Sign is initially reserved to the Declarant, for assignment to certain Tracts as Common Area,and the use of such Placard Space may be further assigned and transferred pursuant to Section 3.12(b), below. 2.22 Monument Sign #1: shall mean and refer to the monument signage maintained from time to time within the platted signage easement(S.E.)located within The Randall at Orangetree Mixed- Use Development Plat, at the northeast corner of Tract C,as depicted on the Plat of The Randall at Orangetree Mixed-Use Development and also generally depicted as "Sign #1" on the monument signage location plan attached hereto as Exhibit"D"(Exhibit"D" is for convenience only, and the exact location and dimensions shall be as depicted on the Plat of The Randall at Orangetree Mixed- Use Development). 2.23 Monument Sign#2: shall mean and refer to the monument signage located and maintained from time to time within the platted signage easement(S.E.) located at southeast corner of Tract F of the The Randall at Orangetree Mixed-Use Development, as depicted on the Plat of The Randall at Orangetree Mixed-Use Development and also generally depicted as"Sign#2"on the monument signage location plan attached hereto as Exhibit"D"(Exhibit"D" is for convenience only, and the exact location and dimensions shall be as depicted on the Plat of The Randall at Orangetree Mixed- Use Development. 2.24 Mortgagee: shall mean and refer to any bank, life insurance company, federal or state savings& loan association,real estate or mortgage investment trust,or lender generally recognized in the community as an institutional lender and which holds a mortgage on any portion or the properties and which has notified the Association in writing of its holdings. 2.25 Multi-Family Tract: shall mean and refer to Tract"L"of The Randall at Orangetree Mixed Use Development, according to the plat thereof to be recorded in the public records of Collier County, Florida. 2.26 Owner: the record title Owner of the fee simple title to any Lot or Tract situated within or upon the Property, whether one or more Persons or Entities, or the purchaser under a recorded contract for deed unless the contract specifically so provides otherwise,except that Owner shall not include a mortgagee unless and until such mortgagee has acquired title to the Lot or Tract pursuant to an action in foreclosure, any similar proceeding, or deed in lieu of foreclosure. 2.27 Perimeter Landscape Buffer Easement: shall mean and refer to the 20 ft-wide landscape buffer required by Collier County along 4th Street and Immokalee Road and located within the platted 20'-wide landscape buffer easements (P.L.B.E.) along the west property lines (and, for purposes of this defined term, only as to the west property lines) of Tracts A and L, and along the east property lines (and, for purposes of this defined term, only as to the east property lines) of Tracts A, B, C, D, E, F, G, H and I (all references being to the Plat of The Randall at Orangetree). 4 16A1 Perimeter Landscape Buffer Easements shall be maintained by the Association as a Common Expense. 2.28 Preserve Buffer Easement: shall mean and refer to the 25'preserve buffer easement along the west property line of Tract L and the 31' preserve buffer easement located on the west and north property line of Parcel L as required by Collier County around the perimeter of the approximately 6.6 acre conservation easement within Tract L and located within the platted preserve buffer easements (P.L.B.E.) generally along the west and north exterior boundary lines of the Multi- Family Tract. 2.29 Permits: All permits and approvals presently existing that relate to the Property including, but not limited to, any permit issued by Collier County, the South Florida Management District Collier County, the US Army Corps of Engineers, and the Florida Department of Environmental Protection. 2.30 Person: a natural person, corporation, partnership, trustee, or any other legal entity. 2.31 Placard Space: shall mean and refer to each individual placard space on the respective Monument Signs, the approximate locations and dimensions of which are depicted on the Monument Signage elevations attached hereto as exhibits "D-1"and "D-2", as identified by a hyphenated numbering system,with the specific Monument Sign location#being on the left of the hyphen, and the specific Placard Space location on such specific Monument Sign (and pertaining to both sides of the applicable Monument Sign)being identified by the number on the right of the hyphen. {For example, the identification number for all Placard Space locations on Monument Sign#1 (located at the northeast corner of Tract C)begin with "1-1"). 2.32 Plat or Plats: plat or plats recorded in the Public Record of Collier County, Florida and affecting the Property of any portion thereof. 2.33 Plat of The Randall at Orangetree Mixed-Use Development: shall mean and refer to the initial plat of the Property,recorded on or shortly after the initial recording of this Declaration,and upon sheet 1 of which is a specific reference to this Declaration. 2.34 Property or Properties: the real property described in Exhibit "A" hereto, as it may be modified by the operation of Section 1.2. 2.35 MPUD: the mixed-use planned unit development zoning ordinance for the Property known as the Randall Curve MPUD, as approved by Collier County under County Ordinance No. 2021- 42 and 2021-43, as amended from time to time. 2.36 Rules and Regulations: Rules and Regulations (if any)adopted by the Board as same may be amended from time to time. 2.37 Shared Access Agreement: shall mean and refer to that certain agreement dated May 10, 2021 by and between BCHD Partners I, LLC and Richard Yovanovich,Trustee recorded in official records Book 5945, page 1946 of the public records of Collier County, Florida, as the same may be amended from time to time. 2.38 Special Assessment: Assessments levied in accordance with Section 8.8 of Article VIII of this Declaration. 5 le Al 2.39 Specific Assessment: is defined in Section 8.9, below. 2.40 Sub-Association: shall mean and refer to any property owners association or condominium association established by the owner of a Tract(or Tracts), to govern the portions of the Property located within such Tract. 2.41 Supplemental Declaration: an amendment or supplement to this Declaration which in any manner amends,modifies, or supplements this Declaration. 2.42 Surface Water Management System or System: those works, structures and other features, including without limitation, swales, ditches, canals, impoundments, berms, ponds, lakes, easements, retention/detention areas, culverts and pumps, dedicated to and/or owned by the Association (or for which the Association is otherwise obligated to maintain hereunder) and used for the management and storage of surface waters, drainage and/or flood protection for Collier County as required or described in any permits issued by the South Florida Water Management District or any other applicable government agency. 2.43 Turnover: shall have the meaning as set forth in Section 7.2, below. 2.44 Vote or Votes: shall mean the voting interest of a particular Tract, as determined in accordance with Article IX, below and Exhibit"E", attached hereto. ARTICLE III: PROPERTY RIGHTS,EASEMENTS AND RIGHTS TO MONUMENT SIGNAGE SPACE 3.1 Owner's Easement of Access and Enjoyment. Every Owner of a Lot shall have a right and easement of ingress and egress, use and enjoyment in and to the Common Areas which shall be appurtenant to and shall pass with the title to such Lot, subject to the following rights: (A) The right of the Association to establish rules and regulations governing the use of the Common Areas. (B) The right of the Association to dedicate or transfer all or any part of the Common Areas to any municipality, public agency,authority, or utility for such purposed and subject to such conditions as may be agreed upon by the Association. (C) The right of the Association to borrow money for the purpose of improving the Common Areas and in aid thereof to mortgage said Property. (D) The right of the Association to grant easements in and to the Common Area contained within respective Properties to any public agency, authority, or utility. (E) The right of the Association to assign, either partially or in full, any easement rights it may have,or when its interest in the System is in fee simple,to dedicate or transfer any portion or all of the System to any municipality, public agency, authority, or utility for such purposes and subject to such conditions as may be necessary to satisfy the requirements of the Development Commitments and/or any Permit issued by any governmental agency or condition imposed by a site development plan and/or plans and 6 1 6 A plat or other governmental approval issued by Collier County, the State of Florida, or as Declarant deems necessary to further the scheme of development set forth in the Site Plan. 3.2 Rules and Regulations. The Board of Directors may establish such reasonable Rules and Regulations governing the use of the System and any other portions of the Common Areas. Copies of such Rules and Regulations shall be provided by the Association to all Owners or to any prospective purchaser, upon written request to the Association. Such Rules and Regulations shall by binding upon the Owners, their families, tenants, guests, business and social invitees or licensees, and agents, until and unless such Rule or Regulation shall be specifically overruled, canceled, amended, or modified by the Association. The Board shall have the authority to impose reasonable monetary fines and other sanctions,as Specific Assessments or otherwise, including the suspension of rights in the System or Common Areas, in the event of any violation of the Rules and Regulations adopted hereunder. Monetary fines may be collected by lien and foreclosure as hereinafter provided. 3.3 Delegation of Use. Any Owner may delegate, in accordance with the Bylaws of the Association and subject to any Rules and Regulations, or any other limitation imposed by the Association, their right of enjoyment to the Common Areas to members of their family, tenants, guests and/or business and social invitees or licensees. 3.4 Easements of Encroachment. There is hereby reserved reciprocal appurtenant easements of encroachment, and for maintenance and use of any permitted encroachment, between each Lot or Tract and any adjacent System and between adjacent Lots and Tracts due to the unintentional placement or settling or shifting of the improvements constructed,reconstructed,or altered thereon (in accordance with the terms of this Declaration)to a distance of not more than five (5') feet, as measured from any point on the common boundary along the line perpendicular to such boundary. However, in no event shall an easement for encroachment exist if such encroachment occurred due to the willful and knowing conduct on the part of,or with the knowledge and consent of,an Owner or the Association. 3.5 Easements for Cross Drainage. Every Tract and the System shall be burdened with easements for natural drainage of storm water run-off from other portions of the Property;provided, except as contemplated and authorized by a valid Permit, no Owner shall alter the natural drainage on any Tract so as to materially increase the drainage of storm water onto adjacent portions of the Property without the prior written consent of the Owner of the affected Property. 3.6 Easement for Maintenance. All portions of the System are encumbered with an easement for maintenance in favor of the Association.In addition,all portions of the Property that abut a lake or other portion of the System are encumbered by a non-exclusive easement, which easement extends twenty(20)feet landward from the top of the lake bank(but in no event shall such easement extend inside the perimetrical boundaries of a building footprint, so long as such building was constructed in accordance with plans and specifications approved by Collier County and the Association). If permitted by the SFWMD, sidewalks and pedestrian/bike paths may be located within the foregoing 20'maintenance easement areas. 3.7 Easements for Utilities. There are hereby reserved to the Association blanket easements upon, across, above, and under all land within the Properties (excluding any land upon which a building foot print or footprint of any other vertical improvement is located) for access, ingress, egress, installation, repairing, replacing, and maintaining all utilities serving the Properties or any portion thereof, including, but not limited to, gas, water, sanitary sewer, voice/video/data, and 7 16Al electricity, as well as storm drainage and any other service such as, but not limited to, a master television antenna system, cable television system, or security system which the Association might decide to have installed to serve the Properties. It shall be expressly permissible for the Association or its designee, as the case may be, to install, repair, replace, and maintain or to authorize the installation, repairing, replacing, and maintaining of such wires, conduits, cables, and other equipment related to the providing of any such utility or service. Should any party furnishing any such utility or service request a specific license or easement by separate recordable document,the Association shall have the right to grant such easement. In addition to any remedies herein provided,the Declarant, its successors and assigns,or any utility company maintaining such utilities, shall have the right without prior notice to the Lot Owner, to enter the Lot and trim or remove the said trees or shrubbery so interfering. Additional drainage and utility easements, which are likewise so reserved with the Declarant, its assigns or successors,may be set forth in any recorded plat or plats of the Properties. 3.8 Surface Water Management System; Granting of Additional Easements. The Association and the SFWMD shall have a non-exclusive easement over, across, under and upon the property encompassing the System,and an easement for reasonable ingress,egress and access,as necessary, to enter upon any portion of the Property in order to construct, operate, maintain or repair, as necessary, any portion of the System. The Declarant shall also have the authority to grant rights of ingress and egress and/or connection to such systems to appropriate governmental agencies for the purposes of furthering the scheme of development set forth in the Site Plan, enforcing the terms of the Declaration, or to satisfy the conditions imposed by the Development Commitment, Permits or development orders issued in respect to such system or the Property, all pursuant to the terms as hereinafter set forth. Without limiting the generality of the foregoing, the Declarant shall have the right to grant connection and drainage easements to Collier County, as required by Exhibit F, Section 8 of the MPUD Development Commitments and, to the extent that any party other than Declarant holds title to any portion of the lands to be encumbered by such county-required easements, such party shall, upon the written request of the Declarant, immediately join in and execute such easements (and shall obtain the joinder of any mortgagee of such property owner). The easements granted to the Association by this Section 3.8 may not be removed or otherwise terminated by the Owners without the prior consent of the SFWMD. To the extent Association or Declarant exercise any rights pursuant to this Section 3.8, such party agrees to restore the property to substantially the same condition existing immediately prior to the exercise of such rights. 3.9 Right of Entry. The Association shall have the right, but not the obligation, to enter upon any Lot or Tract for emergency,security,and safety reasons,to perform maintenance and/or repairs as may be required herein and to inspect for the purpose of ensuring compliance with this Declaration, any amendments hereto, any Supplemental Declaration, the Bylaws or Articles of Incorporation,and any Rules and Regulations,which right may be exercised by any member of the Board, the Association, officers, agents, employees, and managers, and all policemen, firemen, ambulance personnel, and similar 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. This right of entry shall include the right of the Association to enter upon any Lot or Tract to cure any condition which may increase the possibility of fire or other hazard in the event an Owner fails or refuses to cure the condition within a reasonable time after requested by the Board, but shall not authorize entry into any building without the permission of the Owner, except by emergency personnel acting in their official capacities. 8 16A1 3.10 Declarant's Reserved Easement. Notwithstanding any provisions contained in the Declaration to the contrary, Declarant hereby expressly reserves unto itself and its successors and assigns a nonexclusive, perpetual right, privilege, and easement with respect to the those portions of the Properties owned by or dedicated to the Association, for the benefit of Declarant, its successors, and assigns over, under, in, and/or on those portions of the Properties, without obligation and without charge to Declarant, for the purposes of construction, installation, relocation, development, sale, maintenance, repair, replacement, use, and enjoyment, and/or otherwise dealing with all or any portion of the Properties, owned or dedicated to the Association. The reserved easement shall constitute a burden on the title to those portions of the Property owned by or dedicated to the Association and specifically includes, but is not limited to: (A) The right of access, ingress, and egress for vehicular and pedestrian traffic over, under, on, or in those portions of the Property owned by or dedicated to the Association; and the right to tie into any portion of the Properties with driveways,parking areas, and walkways; and the right to tie into and/or otherwise connect and use (without a tap-on or any other fee for so doing), replace, relocate, maintain, and repair any device which provides utility or similar services, including, without limitation, electrical, telephone, cable television, natural gas, water, sewer, and drainage lines and facilities constructed or installed in, on, under, and/or over the Properties. (B) The right, but not the obligation, to enter into cross-easement agreements with owners of adjoining properties. (C) The right to construct, install, replace, relocate, maintain, repair, use, and enjoy signs, sales offices, construction offices and business offices as, in the sole opinion of Declarant, may be required, convenient, or incidental to the development of the Property by Declarant. However, Declarant shall not have the right to place any of such facilities on any portion of the Property not owned by the Declarant or the Association. (D) No rights, privileges, and easements granted or reserved herein shall be merged into the title of any property, including, without limitation, the Properties, but shall be held independent of such title, and no such right,privilege,or easement shall be surrendered,conveyed, or released unless and until and except by delivery of a Quit Claim deed from Declarant releasing such right, privilege,or easement by express reference thereto. 3.11 Driveways and Other Improvements within Landscape Buffer Easements. It is recognized that the Plat of The Randall at Orangetree Mixed-Use Development dedicates certain landscape buffer easements (each, an "L.B.E." and collectively, the "L.B.E.'s") along the side, front and/or rear property boundaries of the various Tracts. Subject to the approval in accordance with Article XI,below, and receipt of applicable Collier County permits and approvals,paved driveways and/or sidewalks (as well as related approved improvements) may be installed within such L.B.E.'s, for the purpose of providing pedestrian and/or vehicular inter-connectivity between Tracts. 3.12 Monument Signage Easement; Assignment and Transfer of Specific Placard Space Rights. As more particularly described and depicted on the Plat of The Randall at Orangetree Mixed-Use Development, a signage easement (S.E.) is hereby granted in favor of the Association, for the construction, maintenance, repair and replacement from time to time of the Monument Signage, together with a reasonable right of the Association to access such signage easement areas through the parking lot and outdoor portions of Tract C and Tract F(as the owner thereof may re-configure from time to time). The Association shall also have an easement extending through Tract C and 9 IsiAi Tract F in a location reasonably acceptable to the Association, for the purpose of extending electricity to such Monument Signage. The Association shall maintain, repair and replace (as needed) such monument structural signage, as a Common Expense (but the actual signage to be located within each Placard Space on a Monument Sign for the purpose of identifying specific owners/occupants shall be installed at the applicable Owner's expense). As further set forth herein, all Placard Space located on the Monument Signage is hereby reserved to the Declarant, to be assigned to the exclusive use of the Owners of certain Tracts, as hereafter provided: (a) Use of and Identification of Specific Placard Space. All Placard Spaces not specifically assigned to a Tract are hereby reserved to the Declarant. (b) Association Book; Transfer of Use Rights. Subject to sub-section (a), immediately above, the Assignment by the Declarant to a Tract Owner of the use of a specific Placard Space located on a specific Monument Sign shall be made by written "Assignment of Use of Placard Space" (hereafter referred to as an "Assignment"), which shall describe the Placard Space(s) assigned, and a copy of such Assignment shall be delivered to the Tract Owner that is the Assignee thereunder. The Association shall maintain a book or roster(the"Association Signage Register")for the purpose of maintaining a record of the current Assignee of each Placard Space. The Association shall record such Assignment in the Association Signage Register and the Tract Owner to which such use is assigned shall have the exclusive right to use thereof(and may delegate such rights to such Owner's tenant(s)). There shall be no recordation amongst the Public Records of Collier County of the transfer or Assignment of any Placard Space. The exclusive use of a Common Area Placard Space is appurtenant to the Tract to which it is designated or assigned, and the use of such Placard Space(s) shall be encumbered by and being subject to any mortgage or claim thereafter encumbering the Tract to which such Placard Space is assigned. The right to such use shall pass with the title to the Tract on transfer, whether or not separately described, and cannot be separated from it; except that the use rights may be transferred to another Tract or exchanged between the Owners of Tracts by the following procedure: (1) The Tract Owners desiring to exchange or transfer such use rights shall submit a written request to the Board of Directors,requesting the approval of such transfer, and such approval may not be withheld so long as neither of the Owners are,at the time of making such request,delinquent in the payment of any Assessments hereunder. Upon written approval of the Board of Directors, the Tract Owners shall execute(in non-recordable form)and assignment of Placard Signage rights, in form and content reasonably acceptable to the Association, and such assignment shall include the recording data identifying this Declaration. (2) The transfer of rights shall be complete and effective when the new Assignment is recorded in the Association Signage Register. ARTICLE IV: SURFACE WATER MANAGEMENT SYSTEM 4.1 South Florida Water Management District. The Property is located within the boundaries of the South Florida Water Management District (SFWMD) and is subject to the terms and conditions set forth in the permit for surface water management issued by SFWMD. Any 10 16A1 amendment to this Declaration which would affect the Surface Water Management System must be approved by the SFWMD if the permit so requires. 4.2 Enforcement. The beneficiaries of the System, including but not limited to all Owners, shall have the legal right to use and enforce the assurances that the Surface Water Management System,easements and other rights will be continuously maintained to ensure that they operate and perform as assigned, and in accordance with the Development Commitments and Permits. In addition the SFWMD has the right to take 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 or in mitigation or conservation areas (if any) under the responsibility or control of the Association. 4.3 Association's Property Interest. Every Owner of a Tract subject to this Declaration, at the time it submits a Site Development Plan(SDP) or Plat for its Tract, shall: (A) either convey all lands designated (with the Declarant's written consent) on the Plat or SDP for Surface Water Management purposes to the Association by terms of the Plat or separate instrument as appropriate, or else grant appropriate easements in favor or the Association for all properties intended to by the System; (B) convey its ownership interest in all personal property and improvements integral to the Surface Water Management System ("Transferred Improvements"), to the Association by Bill of Sale Absolute, free and clear of all claims and liens or any nature; (C) provide the Association with a warranty guaranteeing the Transferred Improvements against defects of materials,equipment or construction for a period of one(1)year from the date of completion; and (D) provide the Association with a certification from a Professional Engineer licensed by the State of Florida that: (i) the Transferred Improvements have been installed or constructed by the Owner in conformity with the approved plans and specifications therefore and in conformance with all applicable rules,regulations, laws ordinances and all permits and approvals; (ii) the permits necessary to construct(and if applicable,operate and maintain) the Transferred Improvement have been obtained, or if not obtained, that the Engineer knows of no reason to believe that such permits cannot be obtained in a timely fashion and that those permits that have been obtained are capable of being assigned to the Association; and (iii) the Transferred Improvements have been installed or constructed within lands previously, or to be simultaneously, transferred or encumbered by easement in favor of the Association. (E) In recognition of the fact that the construction of the Transferred Improvements is a cost of development of the Owner's property, the conveyances to the Association contemplated by this Section shall be for no consideration. 11 1 +iAl 4.4 Surface Water Management System Expenses. Subject to Section 4.6, below, the Association will operate, maintain, repair and replace the System, and the costs and expenses thereof shall be assessed against all Tracts as a Common Expense. 4.5 Right to Transfer Maintenance Responsibilities; Owner Responsibility for on-site catch basins and piping; Maintenance of Dry Detention and/or Retention Areas within Tracts. Subject to any restrictions contained in the Permit, the Umbrella Association shall have the right to transfer the maintenance,monitoring and repair obligations of the System to a Benefitted Party. In addition, the Umbrella Association may also enter into an agreement with a Benefitted Party whereby such Benefitted Party agrees to accept primary responsibility for the maintenance,monitoring and repair obligations of a particular component of the System. If the Association elects to transfer or otherwise delegate maintenance of all or any portion of the System to a Benefitted Party, the Association shall nevertheless remain liable and ultimately responsible for such delegated maintenance responsibilities. Without limiting the generality of the foregoing: (A) Unless the drainage facilities are located within a Drainage Easement specifically dedicated to the Association in the Plat and serve common areas or multiple Lots, the Owner of each Lot shall be primarily responsible(at its sole cost and expense) for constructing,maintaining, repairing and replacing all catch basins and drainage piping located within such Owners Tract, up to the point of connection of such facilities to the portions of the master System that are not located within such Owner's Lot (B) by accepting title to any Tract, the Owner thereof is deemed to have accepted primary responsibility (and shall thereafter, during their ownership of such Lot, be primarily responsible) for the maintenance repair and/or replacement of any dry detention or retention water management areas constructed from time to time on such Owner's Tract, as well as any underground pipes or other systems of conveyance installed by such Owner(or such Owners predecessor(s) in title) for the purpose of transmitting surface waters from such dry-detention or retention areas to the boundary of such Owners Lot (for discharge out of such Lot and into the portions of the System not located within such Owners Lot), all at the respective Owner(s) sole cost and expense (and without the right to seek reimbursement from the Association or Declarant). 4.6 Use of System: The System shall only be used in accordance with all applicable laws, ordinances, the Development Commitments, Permits, and the Rules and Regulations adopted by the Board of Directors. 4.7 Permit Modifications; Amendments that effect System. At such time as the Permit for the System has been transferred to the Association,(a)any further modifications of such Permit and/or the issuance of any sub-permit related thereto, and (b) any proposed amendment to the Association's documents (including this Declaration), that would affect the System (including environmental Conservation Areas and the water management portions of the Common Areas), shall require the prior written consent of the Association. 4.9 Connection of off-Site Improvements. As required by the Development Commitments, Pond 2 of the System will be designed, sized and permitted to receive and treat the stormwater created by Immokalee Road. 4.10 Future Road Improvements. At such time as the County files for an LDP or other permits to complete the future road improvement work as part of the Overpass project, Declarant and the Association each reserve the right to grant an easement for the County to modify the entire area of Pond 2 of the System (conversion to a wet pond)to accommodate future stormwater needs for the transportation network. 12 1 6 A 1 ARTICLE V: CONSERVATION AREAS 5.1 Dedication. The Conservation Areas are hereby dedicated as part of the Common Areas. The Conservation Areas shall be the perpetual responsibility of the Association and may in no way be altered from their natural or permitted state, except as approved by the appropriate governmental authority. All Owners are hereby notified that their Lots may be adjacent to native vegetation preserve areas which are protected under conservation easement. All Owners (including, without limitation, the Owner of Tract L) are also hereby notified that a portion of their Tract may be encumbered by a Conservation Area easement, as depicted on the Plat. 5.2 Maintenance and Monitoring. The Association is responsible for the maintenance and monitoring of all Conservation Areas in accordance with conditions of approval of the Permit or Plat. 5.3 Use Restrictions. The Association shall enforce the use restrictions for the Conservation Areas, and the Association shall take action against Owners, as necessary, to enforce the conditions of approval of the Permit and Plat. Activities prohibited within the Conservation Areas shall include, but not be 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 or nuisance vegetation removal; Excavation, dredging or removal of soil material; Diking, fencing, or any other activities detrimental to drainage, flood control, water conservation, erosion control, or fish and wildlife habitat conservation or preservation. 5.4 Signage. The Association shall maintain all signage required to protect the Conservation Areas. ARTICLE VI: USE RESTRICTIONS 6.1 Landscaping. No trees may be planted or maintained in such a way as to interfere with public utility poles, wiring or drainage, or that may change the direction of drainage channels in the easements, or that may obstruct or retard the flow of water through drainage channels in the easements. The easement areas of each Lot and all improvements therein shall be maintained continuously by the Owner of the Lot, except for those improvements for which a public authority or utility company is responsible. 13 16 A ; 6.2 Water Bodies. No Member shall have the right to use the System for fishing, swimming or boating, except where necessary to fulfill functions related to the maintenance of the Surface Water Management System. 6.3 Hazardous Materials. No Hazardous Materials shall be released into the System or Conservation Area if such release would violate State and/or Federal Law. The term "release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment(including, without limitation, the abandonment or discarding or barrels, drums, containers, tanks, and other receptacles containing any hazardous material). 6.4 Restrictions and Prohibited Uses. No portion of the Property shall be used or developed in any way which is inconsistent with the provisions of this Declaration or the MPUD. Additionally, the following operations and uses shall not be permitted on any Lot under any circumstances: (a) Labor camps; (b) Junk or salvage yards; (c) flea market; (d) adult bookstore or other establishment primarily engaged in the business of selling,exhibiting or distributing pornographic or obscene materials or live models or dancers, (e) Rendering or distillation of fat or bones; (f) Dumping, disposal, incineration or reduction of garbage, sewage, manufacturing wastes of any type, offal, dead animals or refuse; (g) Smelting of iron,tin, zinc or other ores or scrap; (h) Mortuary, cemetery or funeral parlor; (i) Manufacturing of cement, asphalt, lime, gypsum or plaster; (j) Manufacturing, distribution or storage of explosives, including, without limitation, bombs, fireworks, blasting caps,or other products intended for use as an explosive; (k) Manufacturing of fertilizers or glue;and (1) Trailer parks. ARTICLE VII: ASSOCIATION MEMBERSHIP; ASSOCIATON POWERS AND RESPONSIBILITIES 7.1 Membership. Every Person owning a Lot or Tract subject to this Declaration shall be a Member of the Association and shall be governed and controlled by this Declaration, the Bylaws and Articles of Incorporation thereof.Membership is appurtenant to and shall not be separated from such ownership. The foregoing is not intended to include Persons who hold an interest merely as 14 16A1 security for the performance of an obligation,and the giving of a security interest shall not terminate the Owner's membership to the holder of the security interest. 7.2 Initial Control. The affairs of the Association shall be managed by a Board of Directors. The initial Board shall consist of three Directors, all of whom shall be appointed by the Declarant, who shall have the sole right to designate and appoint the Directors,or remove any or all Directors, with or without cause, until: (i) three (3) months after the Declarant has sold and conveyed one hundred percent (100%) of the Tract, or (ii) as such earlier time as Declarant may in its sole discretion determine("Turnover").After the Declarant relinquishes control as provided herein,the Board may consist of the number of Directors provided for in the Articles of Incorporation or the Bylaws. 7.3 Voting Members. On all matters requiring a Membership Vote, the number of votes and the manner in which they shall be exercised shall be as provided in Article IX, and subject to Section 7.2, above. Where ownership of a Tract is by joint tenancy, tenancy of the entireties, tenancy in common, corporate ownership, or any other form of joint ownership, the owners shall designate one person to exercise the vote of all owners of such Tract, and the vote of such designee shall be binding on all owners in all respects. 7.4 Acceptance and Control of Association Property. The Association, through actions of its Board, may acquire, hold and dispose of any interest in tangible or intangible personal property and/or real property. The Association shall have all of the powers set forth in the Articles and Florida Statutes Chapter 617. For the avoidance of doubt, the above-described authority of the Association shall include,without limitation,the power and authority to assume any and all Permits related to the Surface Water Management System, to assume the maintenance responsibilities for all facilities related to the operation thereof, and to assume control (at its discretion) over any portion or all of the irrigation mainline and/or irrigation pumping facilities within the Property and any or all applicable water use permits or any other permits related thereto. 7.5 Agreements Related to the Surface Water Management Systems. The Association is hereby empowered to enter into(and amend,negotiate and modify from time to time)one or more additional agreements with the representative of the Owners of Lots or Tracts benefitted by the System or the Owners of said Lots or Tracts, concerning the responsibility for the maintenance of certain components of the System and the rights of the Association to enforce the terms of the Declaration, any governmental permit or development order, and the aforementioned agreement; in the absence of such Agreement, the terms and provisions of this Declaration shall control and the Association shall have primary responsibility for the maintenance, repair and replacement of all components of the System.Notwithstanding the foregoing, if the Association elects to enter into one or more such agreements whereby responsibility of the Association for maintenance for any part of the System is delegated to a third party,the Association shall nevertheless remain primarily responsible for such obligations. 7.6 Construction, Maintenance and Operation; General. Subject to Section 4.5, above and the rights of the Owners set forth in this Declaration, the Association shall be the owner of and shall be responsible for the Common Areas, including improvements and equipment installed thereon or used in connection therewith. The Association shall maintain all Common Areas and the System in accordance with the terms of the Permits 7.7 Authority to Pledge or Mortgage. The Association shall have the authority to borrow money for the purpose of improving the System and to pledge as security and encumber by mortgage or otherwise, any part or all of the lands and personal property comprising the System. 15 1 Al 7.8 Easements. The Association shall have the authority to exercise on behalf of all members of the Association, all rights in any easement granted in favor of the Association, including but not limited to the right to terminate or modify an easement, as the Association, in the exercise of commercially prudent property management practices, deems reasonably necessary and appropriate to fulfill the Association's maintenance and repair obligations hereunder (including, without limitation,the Association's obligations under any applicable Permit). 7.9 Disclaimer of Liability. The Association shall not be liable for any damages or injury occurring on,or arising out of the condition of,property which it does not own except to the extent that such property is damaged in the performance of the Association's maintenance responsibilities, as a result of the Association's negligence. 7.10 Costs and Reimbursement. The costs associated with operation, maintenance, repair and replacement of the System, shall be a Common Expense; provided that,the Association may seek reimbursement from Owner or Owners of,or other Persons responsible for,certain portions of such areas pursuant to this Declaration, other recorded covenants, or agreements with the Owner(s) thereof. 7.11 Maintenance, Repair and Replacement of Monument Signage. Once constructed by or at the direction of the Declarant,the Association shall maintain,repair(and replace from time to time) the Monument Signage, and the costs thereof(including electrical service to such signage and periodic pressure washing and/or re-painting) shall be a Common Expense. 7.12 Maintenance, Repair and Replacement of Monument Signage. Once constructed by or at the direction of the Declarant,the Association shall maintain,repair(and replace from time to time) the structural and other common components of all Monument Signage, and the costs thereof (including electrical service to such signage and periodic pressure washing and/or re-painting)shall be a Common Expense and billed to the owners of Tracts to which specific rights to signage placards have been assigned (as evidenced on Exhibits "D" attached hereto), pro-rata, based on the specific signage area on the respective Monument Signage assigned to each Tract, in relation to the total available signage area on the respective sign). For the avoidance of doubt,any expenses related to the specific identification placards that may be placed by an Owner on the Monument Signage, for the purpose of providing specific owner/tenant identification, shall be in all instances at the respective Owner's expense. ARTICLE VIII: ASSESSMENTS 8.1 Purpose of Assessments. The Assessments levied by the Association shall be used for the improvements to, and the operation and maintenance of, the System, and all other portions of the Common Areas and related uses, including,but not limited to,performance of the following duties and payment of(all as Common Expenses unless otherwise noted): (A) Fire and other hazard insurance covering the full insurable replacement value of the System and any other personal or real property owned by the Association; (B) Taxes levied on real property constituting the System owned by the Association and on personal property of the Association; 16 16 A 1 (C) Liability insurance insuring the Association against any and all liability to the public, to any owner, or to the invitees, or tenants of any owner arising out of the occupation and/or use of the System; (D) Liability insurance insuring the members of the Board of Directors,and officers of the Association, as a result of their respective service in such capacity; (E) Workman's compensation insurance to the extent necessary to comply with Florida Statutes, and any other insurance deemed necessary by the Board of Directors of the Association; (F) Once the System has been constructed, acquisition of future equipment for the System as may thereafter be determined necessary by the Association, including without limitation, all equipment and personnel necessary or proper for maintenance and use of such areas; (G) Operation, preservation, repair, and maintenance of the System including but not limited to, drainage, utility, and maintenance easements and retention areas, located within the Property; (H) Arrangement for security of the System, if deemed necessary in the reasonable discretion of the Association; (I) Any other materials, supplies, equipment, labor, management, supervision, services,personnel,repairs,structural alterations, insurance,taxes,or Assessments which the Association is required to secure or pay pursuant to the terms of the Declaration,the By-Laws, or the Permits, or which shall be necessary or proper in the opinion of the Board of Directors of the Association for the operation of the System and Common Areas for the benefit of the Owners, or for the enforcement of the Declaration or the Permits; (J) Enforcement and fulfillment of any and all agreements entered into by the Association and fulfillment of all privileges, rights and responsibilities of the Association; (K) Maintenance, repair and replacement of Monument Signage; (L) Maintenance, repair and replacement of all landscaping and mainline irrigation located within the Perimeter Landscape Buffer Easements; (M) Maintenance of the Conservation Areas pursuant to Article V, above. (N) Any expenses incurred by the Association under the Shared Access Agreement and any reciprocal easement agreements related thereto. 8.2 Personal Obligation of Assessments. Except as hereinafter more fully provided, the Declarant hereby covenants for each Lot and Tract within the Properties and each Owner of a Lot or Tract is hereby deemed to covenant by acceptance of his deed for such Lot or Tract, whether or not it shall be so expressed in his deed, to pay to the Association: (i) Annual Assessments, (ii) Special Assessments for capital improvements and other expenditures that the Association, in the 17 16A1 exercise of commercially prudent property management practices,deems reasonably necessary and appropriate, such Assessments to be fixed, established, and collected from time to time as hereinafter provided, and (iii) Specific Assessments against any particular Lot or Tract which are established pursuant to this Declaration including but not limited to fines as may be imposed in accordance with other provisions of this Declaration. 8.3 Creation of Lien. All such Assessments,together with interest at the highest rate allowable under the laws of the State of Florida, costs, and reasonable attorney's fees, shall be a continuing lien upon the Lot, Tract or other property as may be authorized by agreements of the Association, against which each Assessment is made. Each such Assessment, together with interest, costs, and reasonable attorney's fees, shall also be the joint and several personal obligation of each person who is the owner of such property at the time the Assessment fall due,regardless of any agreement between said owners, or between said owners and any other party. 8.4 Liability for Assessments. Each Owner shall be liable for any Assessment coming due while he or she is the owner of the Lot, Tract or other property as the case may be, and his or her grantee shall be jointly and severally liable for such portion thereof as may be due and payable at the time of conveyance. The Umbrella Association shall have the right to require any Sub- Association to collect the Assessments due hereunder from its respective Lot Owners, and remit payment to the Umbrella Association, as set forth more particularly in Section 9.5, below. 8.5 Assessments/When Due. Assessments shall be paid in such manner and on such dates as may be fixed by the Board of Directors which may include, without limitation, acceleration of the Annual Assessments not yet due in the event that an owner becomes delinquent in the payment of Assessments, of whatever nature and for whatever reason. 8.6 Annual Assessment/Computation by Board of Directors. It shall be the duty of the Board at least sixty(60) days prior to the Association's annual meeting, to prepare a budget covering the estimated costs of operating the Association during the coming year, which may include a capital contribution or reserve in accordance with a capital budget separately prepared. The Board shall cause the budget and the Assessments to be levied against each Tract for the following year, and shall deliver a copy to each member at least thirty (30)days prior to the annual meeting. Absent a Board approved budget, the previous year's budget shall become effective as the budget for the current year without further ratification by the Board or the Membership. 8.7 Roster and Certificate of Payment. The Board, shall prepare a current roster of the Lots and Tracts and Assessments applicable thereto which shall be kept in the office of the Association and which shall be open for inspection by any Owner.The Association shall, upon demand at any time, furnish to any Owner liable for any Assessment, a certificate in writing signed by an officer of the Association setting forth whether any such Assessment has been paid. Said certificate duly acknowledged by an officer of the Association shall be conclusive evidence of payment of any Assessment therein stated to have been paid. 8.8 Special Assessments. In addition to the Annual Assessments authorized herein, the Board may levy in any Assessment Year a Special Assessment, applicable to that year only, for the purpose of defraying, in whole or in part,the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the System or other Common Areas, including the necessary fixtures and personal property related thereto,or for other purposes that the Association, in the exercise of commercially prudent property management practices, deems reasonably necessary and appropriate. 18 1 6 A i 8.9 Specific Assessments. The Board may levy a Specific Assessment against any owner or group of Owners to reimburse the Association for Common Expenses and/or to reimburse the Association for costs incurred in bringing the Owner and his or her Tract or property as the case may be, into compliance with the provisions of this Amended Declaration, any Amendments thereto, the Articles, Bylaws, and the Association Rules and Regulations, or for collection of any fine imposed for violation of the Rules and Regulations, Permits, or terms of this Declaration. Without limiting the generality of the foregoing: (a)Monument Signage Expenses. Specific Assessments will be levied against the Owners of Tracts to which specific rights to the Monument Signage have been assigned pro-rata, based on the specific signage area on the respective Monument Signage assigned to each Tract, in relation to the total available signage area on the respective sign. Notwithstanding the general right of the Association to include the anticipated annual maintenance expenses related to the Monument Signage as a sub-component of its annual budget (thereby creating a mechanism for the periodic collection of such Special Assessments concurrently with the Annual Assessments for Common Expenses), prior to commencing any non-routine repair or replacement work on any Monument Signage, the Association may obtain bids and/or cost estimates from the contractor(s)that will be doing such work, for the purpose of determining, in advance,the amount(or estimated)amount of the Specific Assessment that the Association will then have the right to assess against the applicable Tract(s), for the purpose of collecting such funds in advance of the contemplated work. Unless otherwise agreed, all Specific Assessments shall be due and payable to the Association by no later than ten (10) days after the applicable Owners receipt thereof, and may be collected and enforced in accordance with Sections 8.10 and 8.11,below. (b) Perimeter Landscape Buffer Expenses. After the initial construction of the Perimeter Landscape Buffer is completed, the Association shall thereafter be primarily responsible for the ongoing maintenance and repair of the same, and Specific Assessments will be levied against the Owners of the Tracts to reimburse the Association for the costs and expenses incurred by the Association in maintaining (including irrigation), repairing (and replacing from time to time) the Perimeter Landscape Buffer, in accordance with the percentages set forth on Exhibit "D-2", attached hereto. (1) the percentage share of commercial perimeter landscape buffer common expenses is based upon relative approximate land area of the respective Tracts,and may be reasonably adjusted and reallocated between one or more of the Tracts to the extent that certain Tracts are re-platted and/or the sizes thereof are changed as a result of a lot line adjustment. Only the consent of the Owners of the effected Tracts (and the Association, whose consent shall not be withheld provided that the reallocation is commercially reasonable) is needed to effectuate such re-allocation, and such reallocation shall be evidenced by a supplemental amendment to this Declaration that need only be executed by the Association and the Owners of the Tracts whose percentage share is changing. (2) Notwithstanding the general right of the Association to include the anticipated annual maintenance expenses related to the Perimeter Landscape Buffer as a sub- component of its annual budget(thereby creating a mechanism for the periodic collection of such Special Assessments concurrently with the Annual Assessments for Common Expenses), prior to commencing any non-routine repair or replacement work on the Perimeter Landscape Buffer, the Association may obtain bids and/or cost estimates from the contractor(s)that will be doing such work, for the purpose of determining, in advance, the amount(or estimated)amount of the Specific Assessment that the Association will then have the right to assess against the applicable Tract(s), for the purpose of collecting such 19 1 6 A 1 funds in advance of the contemplated work. Unless otherwise agreed, all Specific Assessments shall be due and payable to the Association by no later than ten(10)days after the applicable Owners receipt thereof, and may be collected and enforced in accordance with Sections 8.10 and 8.11, below. (3) If the Owner of any Tract encumbered by the Perimeter Landscape Buffer Easement desires to install enhanced landscape and/or hardscape features within such area, the Association may condition the approval of such landscape enhancements upon the written agreement of the Owner to reimburse the Association for the increased maintenance costs and expenses associated with such enhanced features, which the Association shall thereafter have the right to charge against such Tract Owner as an additional "Tract- specific" Specific Assessment. 8.10 Effect of Non-Payment of Assessment; Remedies of Association.Any Assessments which are not paid when due shall be delinquent.Any Assessment delinquent for more than ten(10)days shall incur a late charge in an amount as the Board may determine from time to time. The Association shall cause a notice of delinquency to be given to any Member or other party who has not paid within ten (10) days following the due date. If the Assessment has not been paid within thirty (30) days of the notice of delinquency, a lien as herein provided for shall attach and in addition the lien shall include the late charge, plus interest on the principal amount due and the maximum allowable rate by law from the date the Assessment was first due and payable, all costs of collection, reasonable attorney's fees actually incurred, and any other amounts provided or permitted by law. 8.11 Foreclosure of Lien. In the event the Assessment remains unpaid after sixty(60)days from the date when due, the Association may as the Board shall determine institute suit to collect such amounts or to foreclose its lien. Each Owner,by his or her acceptance of the deed to a Lot or Tract, vests in the Association or its agents, the right and power to bring all actions against him or her personally for the collection of such charges as a debt or to foreclose the aforesaid lien in the same manner as a mortgage lien may be foreclosed in Florida. The lien provided for in this article shall be in favor of the Association and shall be for the benefit of all other Owners. The power to bid on the property at any foreclosure sale or to acquire, hold, lease,mortgage and convey the same, shall be held by the Association, acting on behalf of the Owners. The costs associated with purchase of any such lot at foreclosure sale or otherwise shall be a Common Expense of the Association.No Owner may waive or otherwise escape liability for the Assessments provided for herein, including, by way of illustration but not limitation,the abandonment of his or her Lot or Tract. 8.12 Subordination of the Lien to First Mortgages. Subject to any law or regulation to the contrary,the lien of the Assessment provided for in this Declaration shall be subordinate to the lien of any first mortgage. The sale or transfer of any Lot or Tract pursuant to a mortgage foreclosure shall extinguish the lien of such Assessments as to payments which became due prior to such foreclosure sale. No such foreclosure sale shall relieve such Lot or Tract from liability for any Assessments thereafter becoming due or from the lien thereof. Any lien extinguished by operation of this Section shall remain fully enforceable by judgment against the Owner of the Tract so assessed prior to the foreclosure sale. 8.13 Property Exempt from Assessments.All property owned by the Association is fully exempt for the Assessments created herein. 8.14 Assessments to Declarant. Notwithstanding anything to the contrary in the Declaration, for so long as the Class B membership remains, Declarant,as the Class B Member,will be relieved 20 1 6 A I from paying assessments for Common Expenses in respect to land owned by it subject hereto so long as it pays and contributes to the Association funds to pay for all Common Expenses in excess of the assessments received by it from other Owners based on the established budget for the Association. Declarant may, at the end of any calendar year, elect to be assessed as specified in Section 9 hereof in the same manner as all other Owners. 8.15 Estoppel Letter. The Association shall provide an estoppel letter certified to an Owner (and to Owner's lender/mortgagee, if applicable)within ten (10)days of request by any Owner as to status of payment of Assessments and whether there is any default under this Declaration with respect to said Owner's Tract, including whether Owner is in compliance with Article IV hereof. ARTICLE IX: ALLOCATION OF VOTES AND ASSESSMENTS 9.1 Allocation of Votes and Assessments. The current allocation of Votes and Assessments (for Annual Assessments) for the Class A Members, as determined by the Declarant in the Declarant's sole discretion, based on Exhibit"E", attached hereto (based on the relative land area of each Lot). 9.2 Assignment of Votes and Assessments. The allocation of Votes and Assessments shall be appurtenant to and run with the ownership of the parcel, regardless of actual permitted land use or lot coverage when developed. 9.3 Updates by Declarant or Association. The Declarant shall have the right (prior to Turnover) and the Association (as well as the Declarant) shall have the right after Turnover, to record an amendment to this Declaration from time to time (without conducting any vote of the Members) for the purpose of updating Exhibit "E" to accurately reflect the allocation of Assessments and Votes of the various Tracts as they are site planned and actually developed. However, the Assessment and allocation of Votes of a Parcel may not be increased or decreased without such Parcel Owner's written joinder to such amendment. 9.4 Combination of Parcels. Should any two Parcels be combined for development or any other purpose,the number of votes and percentage of assessments for the combined lot shall be the sum of the number of votes and percentage of assessments for the lots combined. 9.5 Subdivision of Parcels. The effect of the subdivision of a Parcel on the number of votes and percentage of assessments is dependent on the land use permitted for the Parcel. (A) Subdivision of Parcels. Subdivided parcels shall have the number of votes and percentage of assessment(in the aggregate)equal to the allocation of Assessments and Votes of the Parcel subdivided. (B) Within 30 days after the time that any Parcel is subdivided, the Declarant shall create a new allocation of Assessments and Votes of the Parcel subdivided. ARTICLE X: MAINTENANCE 10.1 Maintenance by the Association.The Association shall maintain,operate,and keep in good repair the System, Conservation Areas, and other portions of the Common Areas (including common roadways and pedestrian facilities). The Association shall also maintain the Perimeter 21 16A1 Landscape Buffers, as well as the common roadways, driveways and pedestrian facilities located within the Common Areas. All costs associated with such maintenance, operation, repair and replacement shall be a Common Expense to be allocated among all Lots and Parcels as part of the Assessments. The Association shall also maintain(including irrigate),repair and from time to time replace the Perimeter Landscape Buffer, as a Common Expense. The Association may maintain other property which it does not own including,without limitation,property dedicated to the public, if the Declarant,prior to the cessation of the Class B membership,and the Board of Directors,after the termination of the Class B membership, determine that such maintenance is necessary or desirable to maintain the System and/or the welfare of the Properties.The cost of such maintenance shall be allocated among the benefitted properties as a Common Expense,as the Board of Directors determines reasonable and appropriate. The Association may contract with any Person for the management of all or any part of the System, and/or other portions of the Common Areas, for purposes of carrying out all or a portion of the maintenance services provided for in the Declaration. In the event the Association shall fail to carry out any of its maintenance activities hereunder,then any aggrieved Owner or Owners may seek to enforce the provisions of the Declaration subject to the terms and provisions thereof. 10.2 Owner's Responsibility. Each Owner shall maintain his or her Lot or Parcel and all structures, parking areas and other improvements thereon including, without limitation, dry- detention and retention areas located on such Owners Lot and/or and irrigation and maintenance, repair and replacement(as needed)of all landscaping, including any perimeter landscape buffering located on an Owner's lot(other than the Perimeter Landscape Buffer, which will be maintained by the Association), whether landscape areas are voluntary, or required by applicable laws and regulations. Owners of Lots fronting on any roadway within the Properties shall maintain driveways serving their respective Lot and shall maintain and irrigate landscaping on that portion of the area, if any, of private rights-of-way between the Lot boundary and the nearest pavement edge. Owners of Lots fronting on the water's edge shall maintain and irrigate all landscaping between the Lot boundary and such areas;provided,the Owners shall have no right to remove trees, shrubs or similar vegetation from this area without prior approval of the Association. All maintenance required by this Section 10.2 shall be performed in a first-class manner consistent with similar commercial projects in Collier County, Florida, with any standards from time to time adopted by the Board and all applicable covenants. If any Owner fails properly to perform his or her maintenance responsibility, the Association shall have the right, but not the obligation to maintain such property and assess all costs incurred by the Association against the Lot and the Owner thereof as a Special Assessment. Provided, however, except when entry is required due to an emergency situation, the Association shall afford the Owner a minimum of seven (7) days' notice and an opportunity to cure the problem prior to entry. 10.3 Sub-Association's Responsibility. Any Sub-Association having responsibility for maintenance of all or a portion of the property within a particular Lot or Tract shall perform such maintenance responsibility in a manner consistent with the foregoing standards. In the event the Sub-Association fails to adequately maintain property for which it is responsible, the Association shall have the right, but not the obligation, to maintain such property and to assess the costs (including an appropriate charge for administrative overhead) against the Lots located within the maintenance responsibility of the Sub-Association benefitted by the maintenance performed by the Association. Each such Lot shall pay its pro rata share of such expenses incurred by the Association together with an administrative charge of ten percent (10%) of such amount. Such Assessments may be collected as Special Assessments hereunder and shall be subject to all lien rights provided herein. 22 16A1 Any Sub-Association whose common property is adjacent to any portion of the Property upon which a wall or fence is constructed shall maintain and irrigate that portion of the Common Area between the wall or fence and the Sub-Association's property line. Any Sub-Association whose common property fronts on any roadway within the Properties shall maintain and irrigate the landscaping on that portion of the right-of-way between the property line and the nearest curb of such roadway. ARTICLE XI: ARCHITECTURAL REVIEW 11.1 Approval Required. Subject to Section 11.9, below, no Improvement shall be commenced,erected,placed,moved,altered,maintained, or permitted to remain on any Lot or any portion thereof until plans, specifications, drawings, designs and any supporting materials (collectively "Plans") have been submitted to and approved in writing by Association. Such Plans shall be submitted in writing over the authorized signature of the Owner or Occupant of the Lot or its authorized agent. Nothing herein contained shall require submission to or approval by the Association of Plans relating to normal maintenance of or alterations to the interior of any existing structure. The Association's approval of Plans shall not exempt such Owner or Occupant from obtaining approval of such Plans by all applicable governmental agencies, nor constitute a representation, warranty or guarantee, whether express or implied, that such Plans comply with good engineering design or with laws or the entitlements,including,without limitation,the MPUD. By approving such Plans, neither the Association, its officers, the Board, nor Declarant, assumes any liability or responsibility therefor,or for any defect in the structure constructed from such Plans. Neither the Association, its officers, the Board, nor Declarant, shall be liable to any Owner, Occupant, or other Person for any damage, loss, or prejudice suffered or claimed on account of(a) the approval or disapproval of any Plans, whether or not defective; or (b) the construction or performance of any work,whether or not pursuant to the approved Plans. 11.2 Basis for Approval. Approval of Plans shall be based,among other things, on: (a) adequacy of site dimensions, (b) conformity and harmony of external design with existing and planned neighboring structures, (c) effect of location of proposed improvements on neighboring Lots,(d)design of roofscape as viewed from adjacent areas,(e)proper site orientation with respect to nearby streets, and (f) conformity of the Plans to the purpose, general scheme of improvement and development and intent of the Design Standards and this Declaration. The Association shall not arbitrarily or unreasonably withhold its approval of Plans; provided, however, that the Association shall at all times be subject to compliance with the provisions of this Declaration. 11.3 Time for Approval or Disapproval. All approvals and disapprovals of Plans by the Association shall be in writing. If the Association or its designated representative fails to approve or disapprove, or if the applicant and Association do not mutually agree to an extension of time within which to approve or disapprove any Plan, within thirty (30) days after the Submittal Date (as that term is defined below in this Section 11.3), then the provisions hereof relating to the approval by the Association shall be deemed to have been waived solely as to such Plan; provided, however, that such waiver shall not be deemed to be a waiver of any other covenant, condition or restriction provided herein. For purposes of this Article XI,the "Submittal Date" shall be the date on which the Association receives the submittal of the Plans, or the date on which the Association receives any amendment, substitution, supplement, or resubmittal. Any disapproval of the Association pursuant to this Article XI shall be accompanied by a statement from the Association of the reason for such disapproval. 23 16it1 11.4 Variances. (a) When circumstances such as topography,natural obstructions,or aesthetic or environmental considerations may require, the Association may authorize variances from compliance with any of the architectural provisions of this Declaration, including without limitation, restrictions on height, size, floor area or placement of structures, or similar restrictions. Such variances must be evidenced in writing, must be signed by the Association. (b) When circumstances such as hardship may require, the Association may not authorize variances, but shall forward such requests to the Association, which shall submit the request for a variance to the Owners, which must be approved by a Majority of the Owners, with respect to variances from compliance with any of the architectural provisions of this Declaration, including without limitation, restrictions on height, size, floor area or placement of structures, or similar restrictions. Such variances must be evidenced in writing, and must be signed by the Association. (c) If such variances or exceptions are granted, no violation of the covenants, conditions and restrictions contained in this Declaration shall be deemed to have occurred with respect to the matter for which the variance or exception was granted. The granting of such variance or exception shall not operate to waive any of the terms and provisions of this Declaration for any purpose except as to the particular property and particular provision hereof covered by the variance and exceptions, nor shall it affect in any way the obligation of the Owner and/or Occupant to comply with all entitlements and laws affecting the use of the Lot, including, but not limited to,the PUD, entitlements, applicable county regulations and ordinances, and Lot set-back lines or requirements imposed by the County, or any other public authority. The granting of a variance or exception shall not be deemed to be approval from the standpoint of compliance with laws, nor from the standpoint of structural safety, nor an exemption from compliance with laws, and the Owners and Association, provided that they act in good faith, shall not be liable for any damage to an Owner, occupant or any other Person as a result of the granting or denying of a variance. 11.5 Governmental Action. One complete set of final Plans shall be furnished to the Association upon approval by the County, where appropriate, and such Plans shall be kept on file in the records of the Association to ensure that the improvements are constructed in compliance therewith. At such time as construction is completed, a complete set of final Plans shall be furnished to the Association and kept on file in the records of the Association. If the Plans approved by the Association are subsequently modified by County or other governmental action,or modified for any other reason, said revision or modification shall require the approval of the Association as provided in this Article XI. 11.6 Multi-Family Parcel Excluded. This Article XI shall not apply to the Multi- Family Tract. 11.7 Liability. Without limiting the generality of Section 8.15 hereof, neither the Association,the Board or Declarant shall be liable for damages to anyone submitting Plans to it for approval or to any Owner, Occupant or other Person by reason of any(a)mistake in judgment, (b) negligence or nonfeasance arising in connection with the approval or disapproval of any Plans,(c) negligence in the design or construction of any improvements identified in the Plans, (d) the execution and filing of any estoppel certificate, or (e) the performance of any other duties of the Association contemplated by this Declaration,unless performed in bad faith. Anyone who submits Plans to the Association shall be deemed to have agreed by submission of such Plans, and every 24 16A1 Owner and Occupant by acquiring title and/or possessory rights to any Lot, Building or portion thereof agrees, that he will not bring any action or suit against Declarant, the Association, any officer or the Board, or any other Person for the recovery of damages by reason of any such approval or disapproval,mistake in judgment,negligence or nonfeasance arising in connection with the performance by the Association of any duties contemplated by this Declaration, or negligent design or construction. In the event the Association shall be held liable with respect to any such approval, disapproval, mistake, negligence or nonfeasance, then the Association shall not be entitled to obtain indemnification or contribution from Declarant or from any member of the Board with respect to such approval, disapproval, mistake, negligence or nonfeasance. 11.8 Design Standards and Improvement Maintenance Standards. The Association shall have sole responsibility for the interpretation and implementation of the Design Standards, and its decisions shall be final, binding and conclusive on all the Owners and Occupants affected thereby. Because each Lot is different from every other Lot, the Association (a) shall at all times have the right, in its sole but reasonable discretion, on an individual basis, to authorize such variances to the Design Standards and/or Improvement Maintenance Standards as it deems necessary, appropriate or convenient, except as otherwise restricted as set forth in those sections dealing with Variances; and (b) shall not be found to have been unreasonable or arbitrary solely because it has decided differently with respect to different Lots. The granting of such a variance shall not operate to waive any of the terms and provisions of the Design Standards or the Improvement Maintenance Standards for any purpose except as to the particular Lot and the particular term or provision thereof covered by such variance, nor shall it affect in any way the Owner's and Occupant's obligation to comply with the entitlements and laws affecting its use of such Lot. 11.9 Reimbursement. Each member of the Association shall be entitled to reimbursement from the Association for reasonable expenses incurred by such member in connection with the performance of any Association duty or function. In addition,the Association shall reimburse Declarant for out-of-pocket expenses incurred by Declarant and Declarant's staff in connection with the performance of Declarant's duties hereunder as well as in connection with any assistance rendered by Declarant to the Association or to the Association. ARTICLE XII: MORTGAGEE RIGHTS 12.1 Cure of Delinquent Assessments. A First Mortgagee will be entitled to cure any delinquency of the Owner of any Lot or Parcel encumbered by a first mortgage in the payment of Assessments. In that event,the mortgagee shall be entitled to obtain a release from the lien imposed or perfected by reason of such delinquency. 12.2 Title Taken by First Mortgagee. Any First Mortgagee who obtains title to a Lot or Parcel pursuant to the remedies provided in the first mortgage, including foreclosure of the first mortgage, will be liable for all Assessments due and payable as of the date title to the Lot or Parcel vests in the First Mortgagee under the Florida Statutes governing foreclosures. Except as otherwise provided by law, such First Mortgagee will not be liable for any unpaid dues and charges attributable to the Lot or Parcel for the time prior to the date such title vests in the First Mortgagee. ARTICLE XIII: CONDEMNATION If all or any part of the Common Area shall be taken (or conveyed in lieu of and under threat of condemnation by resolution of the Board) by any authority having the power of condemnation or 25 16Aj eminent domain,each Owner shall be entitled to written notice. The award for such taking shall be payable to the Association to be disbursed as follows: (A) If the taking involves a portion of the Common Area on which improvements have been constructed, then, unless, within sixty (60) days after such taking, Declarant, during the period of Declarant control and, at all times, Members representing at least 67%of the votes attributable to Lots,shall otherwise agree,the Association will restore or replace such improvements so taken on the remaining land included in the Common Area to the extent lands are available therefore, in accordance with plans approved by the Board of Directors. If such improvements are to be repaired or restored, the provisions regarding the disbursement of funds in respect to casualty, damage, or destruction which is to be repaired shall apply. (B) If the taking does not involve any improvements on the Common Area,or if a decision is made not to repair or restore,or if there are funds remaining after any such restoration or replacement is complete, then such award or funds shall be disbursed to the Association and used for such purposes as the Board of Directors of the Association shall determine, in its sole discretion. ARTICLE XIV: MISCELLANEOUS PROVISIONS 14.1 Duration. The covenants and restrictions of this Declaration shall run with and bind the Property and shall inure to the benefit of and be enforceable by the Association or any Member thereof for an initial period of fifty (50) years form the date of recordation of this consolidated Declaration;thereafter the covenants and restrictions shall be automatically extended for additional periods of ten (10) years each, unless otherwise terminated or modified by amendment as hereinafter provided.No termination shall occur unless the property consisting of the surface water management system is conveyed and/or dedicated to an appropriate local government or to a similar non-profit association approved in accordance with the terms of all applicable governmental permits. 14.2 Covenants Run with the Land. All restrictions, reservations, covenants, conditions, and easements contained in this Declaration shall constitute covenants running with the land; and all grantees,devisees,or mortgagees,their heirs,personal representatives,successors and assigns,and all parties claiming by, through, or under such Persons agree to be bound by the provisions of the Declaration,the Articles of Incorporation and By-Laws of the Association. 14.3 Enforcement. Declarant,the Association,or any Owner, shall have the right to enforce,by proceedings at law or in equity, all requirements, restrictions, conditions, covenants, easements, reservations, liens and charges now or hereafter imposed by the provisions of the Declaration, and shall be entitled to recover all expenses, costs and attorney's fees related thereto. Failure by the Declarant,the Association,or by any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter. 14.4 Severability.Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect. 14.5 Amendments. (A)The Declarant shall have the unrestricted right to amend this Declaration until such time the Class B membership ceases. 26 16Al (B) At such time as the Class B membership ceases, this Declaration, or any provision of it, may only be amended, or modified as to the whole or any portion of the Property, upon the written consent of Owners holding 67% or more of the total votes in the Association. The certificate of the Secretary of the Association documenting the votes shall constitute evidence of such vote. However, any amendment that will change the percentage of votes or assessments allocated to a particular Parcel shall require the written joinder of the owner of such Parcel. (C)Notwithstanding sub-sections 14.5(A)-(B), above, no amendment that purports to (1) impose additional use restrictions(other than any use restrictions required to maintain compliance with a Permit), or (2) impose restrictions on ownership, transfer and/or leasing of any portion of the Properties, shall be valid unless approved by 100% of the Voting Interests of the Association. In addition, unless the amendment is being made pursuant to the requirement of a Permit, no amendment may materially and adversely affect the Multi-Family Tract without the joinder and consent of the then record owner of the Multi-Family Tract. (D)Notwithstanding sub-sections 14.5(A)-(C), above, any proposed amendment to the Association's documents (including this Declaration), that would affect the System (including environmental Conservation Areas and the water management portions of the Common Areas)must be submitted to the SFWMD for a determination of whether the Amendment necessitates a modification of the SFWMD permit. If a modification is necessary, the District will so advise the permittee and Association. Any Amendment that affects the System, Conservation Areas and/or water management portions of the Common Areas shall require SFWMD approval. Amendments made pursuant to this Section will inure to the benefit of and be binding upon their respective heirs, successors, and assigns. 14.6 Conflicts Between Documents. In case of a conflict between this Declaration and the Articles of Incorporation or the Bylaws,this Declaration shall control. In case of a conflict between the Articles of Incorporation and the Bylaws,the Articles of Incorporation shall control. 14.7 Indemnification. The Association shall indemnify every officer and director against any and all expenses, including counsel fees, reasonably incurred by or imposed upon any officer or director in connection with any action, suit, or other proceeding (including settlement of any suit or proceeding, if approved by the then Board of Directors) to which he or she may be a party by reason of being or having been an officer or director. The officers and directors shall not be liable for any mistake of judgment, negligent or otherwise, except for their own individual willful misfeasance, malfeasance, misconduct, or bad faith. The officers and directors shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association (except to the extent that such officers or directors may also be Members of the Association), and the Association shall indemnify and forever hold such officer and director free and harmless against any and all liability to others on account of any such contract or commitment.Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer or director, or former officer or director, may be entitled. The Association shall, as a common expense, maintain adequate general liability and officers' and directors' liability insurance to fund this obligation, if such insurance is reasonably available. 27 16A1 14.8 Gender and Grammar. The singular, wherever used herein, shall be construed to mean the plural,when applicable,and the use of the masculine pronoun shall include the neuter and feminine. (Remainder of page is intentionally left blank) 28 16 A ! IN WITNESS WHEREOF, the undersigned Declarant has executed this Declaration this day of July, 2022. WITNESSES: RCDG PARTNERS, LC By: Ozz‘.4iglieiZ: Signature Mak Oe bczyIA Print Name w� nature i� e c'�(S h &ACCh-L tf1� Print Name STATE OF Eaeor ,a.- COUNTY OF r1.ti fey 1 SWORN TO (or affirmed) and subscribed before me by means of2/Physical presence or ❑ online notarization this _Itlay of —3—u tA.1 , 2022, by , a of RCDG Partners, LLC_. Such person(Ajs Notary Public must check applicable box: g'ra;:e personally known to me. ❑ produced her current driver license. ❑ produced as identification. (Notary Seal) O-7-4.•-4_ /6-- Notary``011111IIti�'' Public ? ``0 DNA F 9 i��' Printed Name of Notary: L A)A $ `��•,Q. a5&p•N 0�i�� Commission Number: tS� MyCommission Expires: Aic a�aOTAq .1 p YP.nkkY '1� a0 29 16A1 Exhibit"A"—The Property PARCEL 1: A PORTION OF TRACT "A" GOLDEN GATE ESTATES, UNIT 22, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 7, PAGE 83 AND 84,OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE NORTHWEST CORNER OF TRACT "A" GOLDEN GATE ESTATES, UNIT 22,ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 7, PAGES 83 AND 84,OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; THENCE ALONG THE NORTH LINE OF SAID TRACT"A",NORTH 89°30'02" EAST, A DISTANCE OF 1,366.01 FEET TO A POINT ON THE WESTERLY BOUNDARY OF THE LANDS DESCRIBED IN OFFICIAL RECORDS BOOK 4079, PAGE 1361, PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, THE SAME BEING A POINT ON A NON TANGENTIAL CURVE TO THE RIGHT; THENCE ALONG SAID BOUNDARY, SOUTHWESTERLY 2,258.82 FEET ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 2,754.79 FEET, A CENTRAL ANGLE OF 46°58'49", (CHORD BEARING SOUTH 24°49'44" WEST,A DISTANCE OF 2,196.07 FEET)TO A POINT ON THE BOUNDARY OF THE LANDS DESCRIBED IN OFFICIAL RECORDS BOOK 4079, PAGE 1358, PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; THENCE ALONG SAID BOUNDARY FOR THE FOLLOWING TWO(2)COURSES AND DISTANCES, 1)NORTH 00°29'58" WEST,A DISTANCE OF 361.77 FEET; 2)THENCE NORTH 89°59'48" WEST,A DISTANCE OF 426.54 FEET TO A POINT ON THE WEST BOUNDARY OF THE AFOREMENTIONED TRACT "A"; THENCE ALONG SAID BOUNDARY,NORTH 00°29'58" WEST, A DISTANCE OF 1,619.45 FEET TO THE POINT OF BEGINNING. LESS AND EXCEPT A PARCEL OF LAND LOCATED WITHIN TRACT "A", GOLDEN GATE ESTATES,UNIT 22, PLAT BOOK 7, PAGE 83, PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF TRACT "A", GOLDEN GATE ESTATES, UNIT 22, PLAT BOOK 7, PAGE 83,PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; THENCE ALONG THE NORTH LINE OF SAID TRACT "A",NORTH 89°30'02" EAST, A DISTANCE OF 832.75 FEET; THENCE SOUTH 00°29'58" EAST,A DISTANCE OF 184.50 FEET TO THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN DESCRIBED; THENCE NORTH 90°00'00" EAST, A DISTANCE OF 219.56 FEET TO A POINT ON A NON TANGENTIAL CURVE TO THE LEFT; THENCE SOUTHERLY 25.63 FEET ALONG THE ARC OF SAID CURVE,HAVING A RADIUS OF 2,013.00 FEET, A CENTRAL ANGLE OF 00°43'46",(CHORD BEARING SOUTH 06°53'22" WEST, A DISTANCE OF 25.63 FEET)TO A POINT ON A REVERSE CURVE TO THE RIGHT; THENCE SOUTHERLY 190.60 FEET ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 2,454.79 FEET,A CENTRAL ANGLE OF 04°26'56", (CHORD BEARING SOUTH 08°44'57" WEST,A DISTANCE OF 190.56 FEET); THENCE NORTH 90°00'00" WEST,A DISTANCE OF 185.64 FEET; THENCE NORTH 00°29'58" WEST,A DISTANCE OF 213.79 FEET TO THE POINT OF BEGINNING. 30 16 Ai PARCEL 2: BEING A PORTION PARCEL 179 AS DESCRIBED IN OFFICIAL RECORDS BOOK 4079, PAGE 1358 AND LYING WITHIN TRACT "A", GOLDEN GATE ESTATES, UNIT 22, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 7, PAGES 83 AND 84, BOTH OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF TRACT "A", GOLDEN GATE ESTATES, UNIT 22,ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 7,PAGES 83 AND 84, PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; THENCE ALONG THE WEST LINE OF SAID TRACT"A", SOUTH 00°29'58" EAST, A DISTANCE OF 1,619.45 FEET TO A POINT ON THE BOUNDARY OF PARCEL 179 AS DESCRIBED IN OFFICIAL RECORDS BOOK 4079, PAGE 1358,OF SAID PUBLIC RECORDS AND THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN DESCRIBED; THENCE ALONG SAID BOUNDARY FOR THE FOLLOWING TWO(2) COURSES AND DISTANCES, 1) SOUTH 89°59'48" EAST,A DISTANCE OF 426.54 FEET; 2)THENCE SOUTH 00°29'58" EAST,A DISTANCE OF 361.77 FEET TO A POINT ON A NON TANGENTIAL CURVE TO THE RIGHT; THENCE SOUTHWESTERLY 526.09 FEET ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 2,754.79 FEET,A CENTRAL ANGLE OF 10°56'31", (CHORD BEARING SOUTH 53°47'24" WEST,A DISTANCE OF 525.29 FEET)TO A POINT ON THE AFOREMENTIONED BOUNDARY OF SAID PARCEL 179, THE SAME BEING THE WEST LINE OF SAID TRACT "A"; THENCE ALONG SAID BOUNDARY AND SAID WEST LINE,NORTH 00°29'58" WEST,A DISTANCE OF 672.12 FEET TO THE POINT OF BEGINNING. PARCEL 2: A non-exclusive easement for the benefit of Parcel 1 as created by Shared Access Agreement dated May 10, 2021, and recorded in Official Records Book 5945, Page 1946, Public Records of Collier County, Florida. 31 t6Al Exhibit"B" Articles of Incorporation State of Florida Department of State I certify the attached is a true and correct copy of the Articles of Incorporation of RANDALL CURVE UMBRELLA ASSOCIATION,INC.,a Florida corporation,filed electronically on December 08,2021,as shown by the records of this office. I further certify that this is an electronically transmitted certificate authorized by section 15.16, Florida Statutes,and authenticated by the code noted below. The document number of this corporation is N21000013977. Authentication Code:21 1208134559-500377726915#1 Given under my hand and the Great Seal of the State of Florida at Tallahassee,the Capital,this the Eighth day of December,2021 -60%. 3. = • 'laurel fift. 'Lee iArt �� aPetrttarp of Mate 32 16A ! Electronic Articles of Incorporation N21000013977 FILED For December 08, 2021 Sec. Of State tscott RANDALL CURVE UMBRELLA ASSOCIATION,INC. The undersigned incorporator,for the purpose of forming a Florida not-for- profit corporation,hereby adopts the following Articles of Incorporation: Article I The name of the corporation is: RANDALL CURVE UMBRELLA ASSOCIATION,INC. Article II The principal place of business address: 6728 JAMESTOWN DRIVE .ALPHARETTA,GA. 30005 The mailing address of the corporation is: 6728 JAMESTOWN DRIVE ALPH.ARETTA.GA. 30005 Article III The specific purpose for which this corporation is organized is: IT IS TO ACT AS THE DECLARANT FOR THE PROPERTY OWNER ASSOCIATION FOR THE PROJECT. Article IV The manner in which directors are elected or appointed is: AS PROVIDED FOR IN THE BYLAWS. Article V The name and Florida street address of the registered agent is: CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE,FL. 32301 I certify that I am familiar with and accept the responsibilities of registered agent. Registered Agent Signature: APRIL MILLER 33 16Ai N21000013977 FILED Article VI December 08, 2021 Sec. Of State The name and address of the incorporator is: tscott ERIC L.WEISS 260 PEACHTREE ST.NW,SUITE 2700 ATLANTA,GA 30303 Electronic Signature of Incorporator: ERIC L.WEISS I am the incorporator submitting these Articles of Incorporation and affirm that the facts stated herein are true. I am aware that false information submitted in a document to the Department of State constitutes a third degree felony,as provided for in s.817.155. F.S. I understand the requirement to tile an annual report between January 1st and May I st in the calendar year following formation of this corporation and every year thereafter to maintain"active"status. Article VII The initial otficer(s)and/or director(s)of the corporation is/are: Title: P CHRISTOPHER DAVIS 6728 JAMESTOWN DRIVE ALPHARETfA,GA. 30005 Title: VP BRENT DAVIS 6728 JAMESTOWN DRIVE ALPHARETTA,GA. 30005 Title: T MAT DEBCZYNSKI 6728 JAMESTOWN DRIVE ALPHARETTA,GA. 30005 34 16Af AMENDMENT TO ARTICLES OF INCORPORATION OF "c.•. RANDALL CURVE • 4 '4,p UMBRELLA ASSOCIATION,INC. ^; • A NON-PROFIT CORPORATION The undersigned,with other persons being desirous of forming a nonprofit corporation,under the provisions of Chapter 617 of the Florida Statutes,hereby submits the following: ARTICLE I—NAME The name of the corporation is: RANDALL CURVE UMBRELLA ASSOCIATION INC. The address of the principal office of this corporation shall be 6728 Jamestown Drive,Alpharetta, Georgia 30005,and the mailing address of the corporation shall be the same. ARTICLE 11—NATURE OF BUSINESS The corporation may engage in or transfer in any or all lawful activities or business permitted under the laws of the United States, the State of Florida, or any other state country, territory or nation. The purpose for which the Corporation is organized is to serve as property owner's association for the commercial real estate project known as Randall at Orangetree,and located in Naples, Florida. The corporation shall have all the powers set forth in Section 617.0302 of the Florida Statutes,as the same may be amended from time to time. The corporation shall also have the authority to accept future phases of land into the corporation. ARTICLE Ill—MANNER OF ELECTION OF OFFICERS AND DIRECTORS The Board shall be elected or appointed pursuant to the terms set forth in the Declaration of Covenants,Conditions and Restrictions for Randall at Orangetree and the Bylaws of the corporation. 35 16 Aj ARTICLE IV- INCORPORATOR The name and address of the incorporator of these Articles is: Eric L. Weiss 260 Peachtree St.NW, Suite 2700 Atlanta,Georgia 30303 ARTICLE V—TERM OF EXISTENCE This corporation is to exist perpetually. If the corporation is dissolved,the Surface Water Management System and any Common Areas that include the Surface Water Management System shall be conveyed to a local government acceptable to the South Florida Water Management District. If the local government declines to accept the conveyance,then the Surface Water Management System and any Common Areas that include the Surface Water Management System shall be conveyed to a similar non-profit corporation, ARTICLE VI—REGISTERED AGENT The initial registered agent of the corporation shall be Corporation Service Company and the street address of the initial registered office of the corporation shall be 1201 Hays Street, Tallahassee, Florida 32301. The registered agent shall maintain copies of all further permitting actions for the benefit of the association. ARTICLE VII—OFFICERS AND DIRECTORS The names and street addresses of the initial Officers and Directors are: Christopher Davis President/Director 6728 Jamestown Drive Alpharetta, Georgia 30005 Brent Davis Vice-President/Director 6728 Jamestown Drive Alpharetta, Georgia 30005 Mat Debczynski Secretary-Treasurer/Director 6728 Jamestown Drive Alpharetta, Georgia 30005 On February 10,2022,the members adopted the amendment and the number of votes casted for the amendment was sufficient for approval. 36 1eA1 The undersigned, Christopher Davis, hereby submits the foregoing Articles on this 15th ,day of February ,2022. Christopher Davis, pr e a e O 1-- ACCEPTANCE OF REGISTERED AGENT DESIGNATED IN ARTICLES OF INCORPORATION Corporation Service Company,having a business at 1201 Hays Street.Tallahassee,Florida 32301,and having been designated as the Registered Agent in the above and foregoing Articles,is familiar with and accepts the obligations of Registered Agent under Chapter 617,Florida Statutes. Corporation Service Company Exhibit"C" 37 l6A1 Bylaws BYLAWS OF THE RANDALL AT ORANGETREE UMBRELLA ASSOCIATION,INC. ARTICLE I IDENTITY A. These are the Bylaws ("Bylaws") of THE RANDALL AT ORANGETREE UMBRELLA ASSOCIATION,INC.,a Florida not-for-profit corporation(the"Association"). The Association has been organized for the purpose of administering the operation and management of the common properties and improvements of certain commercial real property located in Collier County, Florida (the "Property"), in accordance with that certain Declaration of Covenants, Conditions, and Restrictions of The Randall At Orangetree Mixed-Use Development, to be recorded in the Public Records of Collier County, Florida, as may be subsequently amended, supplemented, or restated(the "Declaration"), subjecting the Property to the terms thereof. B. The provisions of these Bylaws are subject to the provisions of the Declaration and the Articles of Incorporation of the Association(the"Articles"). The terms and provisions used in the Articles and Declaration shall control wherever the same may conflict herewith or be supplemental hereto and bear the same meaning herein as is given to them in such documents. Capitalized terms used herein have the meaning given to items in the Declaration or Articles unless otherwise defined herein. C. All Members of the Association and their invitees,including,but not limited to,all present or future Owners and tenants of Lots or Tracts comprising the Property or any of the facilities thereon in any manner, are subject to these Bylaws,the Articles,and the Declaration. D. The office of the Association shall be at 6728 Jamestown Drive, Alpharetta GA 30005, or at such place as may be established by resolution of the Board of Directors. E. The fiscal year of the Association shall be the calendar year. F. The seal of the Association shall bear the name of the Association, the word "Florida,"the words "Corporation Not for Profit,"and the year of incorporation. ARTICLE II MEMBERSHIP,VOTING QUORUM,PROXIES A. The qualification of Members of the Association,the manner of their admission to membership and termination of such membership, and voting by Members, shall be as set forth herein and in the Articles and the Declaration, the provisions of which are incorporated herein by reference. Specifically, the allocation, assignment, and methodology of votes shall be based upon fractional ownership of the Property's acreage as set forth in Article IX of the Declaration. In addition to the foregoing, the Association shall be comprised of two (2) classes of membership: Class A membership and Class B membership. Class A membership shall consist of all Owners of Lots or Tracts within the Property. Class B membership shall be comprised solely of the Declarant. 38 16Ai The total number of votes allocated to the Class A membership shall be as set forth in the Declaration and any applicable exhibits thereto. The Declarant, as the Class B member shall have twice the Voting Interest as the Class A Members combined and, consequently, shall control the Association until Turnover. The existence of the Class A membership shall be perpetual and shall continue so long as the Association is in existence. The Class B membership shall terminate as of the date on which Turnover occurs, as that term is defined in the Declaration. Notwithstanding the termination of the Class B membership as of the date of Turnover,any rights which Declarant may possess as a Class A member shall continue and be unaffected by Turnover. B. A quorum at meetings of Members and of classes thereof shall consist of persons present in person or by proxy entitled to cast fifty percent (50%) of the votes of each class of the entire membership. The joinder of a Member in the action of a meeting by signing and concurring in the minutes thereof shall constitute the presence of such a person for the purpose of determining a quorum. C. Where ownership of a Lot or Tract is by joint tenancy, tenancy of the entireties, tenancy in common, corporate ownership, or any other form of joint ownership, the owners shall designate one (1) person to exercise the vote of all Owners of such Lot or Tract, and the vote of such designee shall be binding on all Owners of the Lot or Tract in all respects. D. Evidence of the approval or disapproval of the Owner(s)of any Lot or Tract upon any matter,whether or not the subject of an Association meeting, shall be given to the Association by the same person who would cast the vote of such Owner(s)as if in an Association meeting. E. Except where otherwise required under the provisions of the Articles,these Bylaws or the Declaration, or where the same may otherwise be required by law,the affirmative vote of a majority of the voting interests of each class of the membership represented in person or by proxy at any meeting of the Members duly called and at which a quorum is present, shall be binding upon the Members. F. Votes may be cast in person or by proxy. Proxies may be made by any person entitled to vote and shall be valid only for the particular meeting designated therein and must be filed with the Secretary before the appointed time of the meeting. G. Voting rights applicable to any Lot or Tract shall be as set forth in the Articles and Declaration. ARTICLE III ANNUAL AND SPECIAL MEETINGS OF MEMBERSHIP A. The annual meeting of Members shall be held at the office of the Association or such other place in Collier or Collier County, Florida as may be specified in the notice of the meeting, between November 1st and December 31 st of each year for the purpose of electing Directors and of transacting any other business authorized to be transacted by the Members. B. Special meetings of Members shall be held whenever called by the President or Vice President or by a majority of the Board of Directors, and must be called by such officers upon receipt of a written request from Members holding at least twenty percent(20%)of the total number of votes of either class of Members. 39 16Ai C. Notice of all meetings of Members shall be given by the Secretary or, in the absence of the Secretary, another officer of the Association, to each Member (unless waived in writing). Each notice shall be written or printed and shall state the time and place of and purpose for which the meeting is called. Each notice shall be given to each Member not less than thirty(30) days nor more than sixty(60)days prior to the date set for the meeting, and shall be mailed by first class mail or delivered personally to each Member. If delivered personally, receipt of the notice shall be signed by the Member, indicating the date received. If mailed,such notice shall be deemed properly given when deposited in the United States mail addressed to the Member at his or her post office address as it appears on the records of the Association, with postage thereon prepaid. Proof of mailing shall be given by the affidavit of the person giving the notice. Any Member, may in writing signed by such Member, waive such notice, and such waiver, when filed in the records of the Association, whether before,at,or after the holding of the meeting, shall be deemed equivalent to the giving of such notice to such Member. If any meeting of Members cannot be held because a quorum is not present or because a greater percentage of the membership required to constitute a quorum for particular purposes is not present, wherever the latter percentage of attendance may be required as set forth in the Articles, the Bylaws or the Declaration, the Members who are present, either in person or by proxy, may adjourn the meeting from time to time until a quorum or the required percentage of attendance if greater than a quorum is present. When a meeting is adjourned to another date, time, or place and the date, time, and place to which the meeting is adjourned is announced at the meeting at which the adjournment is taken,no further notice shall be necessary. D. At meetings of Members,the Chairman of the Board, or in his or her absence,the President, shall preside, or in the absence of both, the Members present shall select a chairman of the meeting. E. The order of business at annual meetings of Members, and, as far as practical, at other meetings of Members, shall be: (1) Calling of the roll and certifying of proxies. (2) Proof of notice of meeting or waiver of notice. (3) Reading or waiver of reading of minutes of previous meeting of Members. (4) Reports of officers. (5) Reports of committees. (6) Appointment by Chairman of inspectors of election. (7) Election of directors. (8) Unfinished business. (9) New business. (10) Adjournment. ARTICLE IV BOARD OF DIRECTORS A. The affairs of this Association shall be managed and governed by a Board of Directors consisting of at least three (3) Directors and not more than five (5) Directors, who need not be Members of the Association. The initial Board shall consist of three (3) Directors, all of whom shall be appointed by the Declarant (defined below), who shall have the sole right to designate and appoint the Directors, or remove any or all Directors,with or without cause,until: (i) twelve months after the Declarant has sold and conveyed one hundred percent(100%)of the Tracts, or (ii) as such earlier time as Declarant may in its sole discretion determine. The number of Directors may be changed by amendment of the Bylaws, but shall always be odd. A Director's 40 16Al term will end at the annual election at which his/her successor is to be duly elected, unless said Director sooner resigns or is recalled as set forth herein. On the date of each annual meeting, the Members shall elect by written ballot as many Directors as there are regular terms of Directors expiring. Nominations for election to the Board of Directors shall be made at the meeting held to elect Board members.The person receiving the largest number of votes shall be elected,except that a run-off shall be held to break a tie vote. Cumulative voting is not permitted. Notwithstanding the foregoing, RCDG Partners, LLC, a Florida limited liability company (the "Declarant") shall have the right to appoint and remove all of the Board of Directors until such time as Declarant is no longer a Member of the Association. B. The organizational meeting of a newly elected or designated Board shall be held within a reasonable time after their election or designation, at such time and place as shall be fixed at the meeting at which they were elected,and no further notice of the organizational meeting shall be necessary; provided,that a quorum shall be present. C. Regular meetings of the Board may be held at such time and place as shall be determined from time to time by a majority of the Directors. Notice of regular meetings shall be given to each Director, personally or by mail, telephone or telegram, at least seven (7) days prior to the day named for such meeting, unless notice is waived. Members shall have the right to attend all meetings of the Board, but no Member shall have the right to speak or otherwise participate in the meetings without the permission of the Board. D. Special meetings of the Board may be called by the President, and must be called by the Secretary at the written request of one-third(1/3`d) of the Directors. Not less than three(3) days' notice of a special meeting shall be given to each Director, personally or by mail, telephone or telegram, which notice shall state the time, place and purpose of the meeting. E. Adequate notice of all meetings of the Board shall be placed conspicuously on the Common Property at least forty-eight (48) hours in advance except in an emergency. Notice of meetings of the Board may be waived only in the event of emergency where circumstances exist which pose such a danger to person or property that prompt action is required. In such event, such notice shall be given as is practical under the circumstances. Any Director may waive notice of a meeting before, at or after the meeting, and such waiver shall be deemed equivalent to the giving of notice. F. A quorum at meetings of the Board shall consist of the Directors entitled to cast a majority of the votes of the entire Board. The acts of the Board approved by a majority of the votes present at a meeting at which a quorum is present shall constitute the acts of the Board of Directors, except as may be specifically otherwise provided in the Articles, these Bylaws or the Declaration. If any meeting of the Board cannot be held because a quorum is not present or because the greater percentage of the Directors required to constitute a quorum for particular purposes is not present, wherever the latter percentage of attendance may be required as set forth in the Articles, these Bylaws or the Declaration, the Directors who are present may adjourn the meeting from time to time until a quorum, or the required percentage of attendance if greater than a quorum, is present. At any adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice. No member of the Board may vote by proxy or secret ballot at a meeting of the Board, nor may a Director abstain from voting except in cases of conflict of interest. The Board may take action in meetings by telephone conference or by written agreement as permitted by law. 41 16Ak G. The presiding officer of meetings of the Board shall be the Chairman of the Board, if such officer has been elected, or, if not, the President of the Association. In the absence of the presiding officer, the Directors present shall designate one(1)of their number to preside. H. All of the powers and duties of the Association shall be exercised by the Board, including those existing under the laws of Florida,the Articles, these Bylaws and the Declaration. I. The first Board of Directors of the Association shall be comprised of the persons named as such in the Articles,who shall serve until their successors are designated by the Declarant or elected at an annual meeting of the Members. Should any member of the first Board be unable to serve for any reason, Declarant shall have the right to select and designate a successor to act and serve for the unexpired term of the Director who is unable to serve. J. Directors who have been elected by Members other than Declarant may be removed from office with or without cause in the following manner: (1) Upon a written petition calling for the recall or removal of one(1)or more of the members of the Board of Directors, the Owners of twenty percent (20%) of the voting interests of any class may call a special meeting of the Members for that purpose. (2) The first order of business at the meeting shall be the election of a person to preside over the meeting. Assuming a quorum is present, the election shall be by vote of the majority of the Members present at the meeting. (3) If the petition calls for the recall or removal of more than one(1)member of the Board of Directors, the questions of removal shall be divided as to each recalled member of the Board of Directors upon the request of any one Member present at the meeting and eligible to vote. (4) Any member of the Board of Directors who is the subject of the recall petition shall be given a reasonable opportunity to speak at the meeting, prior to the vote on the question of removal. (5) The vote necessary for removal shall be a majority of the voting interest of each class of Members, including those voting by proxy or absentee ballot. (6) If any member or members of the Board of Directors is removed at the special meeting, the vacancy(ies) shall be filled by the Members of the class entitled to elect such Director(s). If all Directors are removed at the special meeting, an election shall be held at the special meeting to fill the vacancies for the remainder of the term or terms of office. The Members may for such purpose recess or adjourn the meeting for a period not to exceed thirty(30)days with a call to reconvene for the purpose of the election at a specific date,time and place. ARTICLE V ADDITIONAL PROVISIONS-MEETINGS OF MEMBERS AND DIRECTORS Notwithstanding anything contained in these Bylaws to the contrary, any meeting of members of the Board may be held at any place, within or outside the State of Florida, designated in the notice of any such meeting, or notice of which is properly waived. 42 16A � ARTICLE VI OFFICERS A. The Board shall elect a President, Secretary, Treasurer, and as many Vice Presidents, Assistant Secretaries and Assistant Treasurers as the Board shall deem advisable from time to time. The President shall be elected from the membership of the Board, but no other officer need be a Director. The same person may hold two (2) offices, the duties of which are not incompatible; provided, however, that the office of President and Vice President shall not be held by the same person, nor shall the office of President and Secretary or Assistant Secretary be held by the same person. The Board may from time to time elect such other officers and designate their powers and duties as the Board may deem necessary to properly manage the affairs of the Association. Officers may be removed from office by the Board. B. 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 President of a corporation not for profit, including, but not limited to, the power to appoint committees from among the Members from time to time, the President may in his or her discretion determine appropriate,to assist in the conduct of the affairs of the Association. The President shall have such additional powers as the Board may designate. C. The Vice President shall, in the absence or disability of the President,exercise the powers and perform the duties of President. He or she shall also generally assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Board. D. The Secretary shall keep the minutes of all proceedings of the Board and the Members. He or she shall attend to the giving and serving of all notices to the Members and Board, and such other notices as may be required by law. The Secretary shall have custody of the seal of the Association and affix the same to instruments requiring a seal when duly signed. He or she shall keep the records of the Association, except those of the Treasurer, and shall perform all other duties incident to the office of Secretary of a corporation not for profit and as may be required by the Board and the President. The Assistant Secretary shall perform the duties of Secretary when the Secretary is absent. E. The Treasurer shall have custody of all of the property of the Association, including funds,securities and evidences of indebtedness. The Treasurer shall keep the assessment rolls and accounts of the Members, shall keep the books of the Association in accordance with good accounting practices, and shall perform all other duties incident to the office of Treasurer. F. The compensation of all officers and employees of the Association shall be fixed by the Board. This provision shall not preclude the Board from employing a Director as an employee of the Association, nor preclude contracting with a Director for the management of the Association. ARTICLE VII FISCAL MANAGEMENT The provisions for fiscal management of the Association set forth in the Declaration and Articles shall be supplemented by the following provisions: 43 � 6 Al A. The assessment roll shall be maintained in a set of accounting books in which there shall be an account for each separate Lot or Parcel. Such account shall designate the name and mailing address of the Owner, the Adjusted Acreage assigned to the Owner, the amount of each assessment against the Owner, the due date thereof, all amounts paid, and the balance due upon each assessment. In addition, the Board shall prepare a current roster of the Lots and Tracts and Assessments applicable thereto which shall be kept in the office of the Association and which shall be open for inspection by any Owner. The Association shall, upon demand at any time, furnish to any Owner liable for any Assessment,a certificate in writing signed by an officer of the Association setting forth whether any such Assessment has been paid. Said certificate duly acknowledged by an officer of the Association shall be conclusive evidence of payment of any Assessment therein stated to have been paid. B. It shall be the duty of the Board at least sixty (60) days prior to the Association's annual meeting, to prepare a budget covering the estimated costs of operating the Association during the coming year, which may include a capital contribution or reserve in accordance with a capital budget separately prepared. The Board shall cause the budget and the Assessments to be levied against each Tract for the following year, and shall deliver a copy to each member at least thirty(30) days prior to the annual meeting. Absent a Board approved budget,the previous year's budget shall become effective as the budget for the current year without further ratification by the Board or the Membership. The budget shall show the total estimated expenses of the Association for that year and shall contain an itemized breakdown of the common expenses. The budget shall also show the proportionate share of the total estimated expenses to be assessed against and collected from the Owner(s) of each separate Lot or Tract and the due date(s) and amounts of installments thereof. The annual budget of the Association shall include sub-budgets for the Surface Water Management System for enabling the Association to properly identify the Common Expenses expected to be incurred by the Association and operating, maintain, repair and replacing such Surface Water Management System and allocating the costs and expenses thereof to the appropriate Owners pursuant to the terms of the Declaration. The Annual Budget shall also identify all costs to the Surface Water Management System, and shall assess that costs to the Parcel(s) served by the Surface Water Management System. Delivery of a copy of any budget or amended budget to a Member shall not affect the liability of any Member for any such assessment, nor shall delivery of a copy of such budget or amended budget be considered as a condition precedent to the effectiveness of the budget and assessments levied pursuant thereto. Nothing herein contained shall be construed as a limitation upon the additional assessment in the event that any budget originally adopted shall appear to be insufficient to pay costs and expenses of operation and management, or in the event of emergencies. C. A copy of the proposed annual budget of the Association shall be mailed to the Members not less than thirty (30) days prior to the meeting of the Board at which the budget will be considered, together with a notice of the time and place of the meeting. Such meeting of the Board shall be open to such Members. If a budget is adopted by the Board which requires assessment of the Lots or Tracts in any budget year exceeding one hundred and twenty-five percent (125%)of such assessments for the preceding year,then upon written application of the Members that are responsible for at least twenty percent(20%) of all assessments, a special meeting of the Members shall be held upon not less than ten(10)days' written notice to each Member,but within thirty (30) days of the delivery of such application of the Board or any member thereof, at which special meeting Members may consider only and enact only a revision of the budget. Any such revision of the budget shall require a vote of not less than fifty-one percent (51%) of the whole number of votes of all classes of Members of the Association. 44 16Aj The Board may in any event first propose a budget to the Members at any such meeting of Members or by writing, and if such budget or proposed budget be approved by a majority of the whole number of votes of all Members, such budget may not thereafter be reexamined by the Members in the manner hereinabove set forth. D. In determining whether assessments exceed one hundred and twenty-five percent (125%) of similar assessments in the prior budget year, there shall be excluded from the computation reasonable reserves made by the Board in respect of repair and replacement of Common Area, or in respect of anticipated expenses by the Association which are not anticipated to be incurred on a regular or annual basis, and there shall be excluded from such computation, assessments or betterments to the Common Area. Provided, however, that so long as Declarant is in control of the Board, the Board shall not impose an assessment for a budget year greater than one hundred and twenty-five percent (125%) of the prior budget year's assessments without approval of a majority of the whole number of votes of all Members. E. Upon adoption of budgets, the Board shall cause a written copy thereof to be delivered to each Member. Assessments shall be made against Members pursuant to procedures established by the Board, and in accordance with terms of the Declaration and the Articles. The assessment due dates shall be established by the Board (the "Assessment Period"); provided Members shall be liable to pay assessments not less often than quarterly. F. The depository of the Association shall be such bank or banks as shall be designated from time to time by the Board in which all monies of the Association shall be deposited. Withdrawal of monies from such bank(s) shall be only by checks signed by such persons as are designated by the Board. G. An accounting of the accounts of the Association shall be made annually in the form as required by Florida law, and a copy of the report shall be mailed or furnished by personal delivery to each Member not later than April 1 of the year following the year for which the report is made. The report shall show the amounts of receipts by accounts and receipt classifications and shall show the amounts of expenses by accounts and expense classifications. ARTICLE VIII PARLIAMENTARY RULES Roberts' Rules of Order (latest edition) shall govern the conduct of Association proceedings when not in conflict with the Articles, these Bylaws or the laws of Florida. ARTICLE IX AMENDMENTS Amendments to these Bylaws may be proposed and adopted in the following manner: A. Amendments to these Bylaws may be proposed by the Board, acting upon vote of a majority of the Directors, or by Members holding twenty percent(20%) of the total number of votes of either class, whether meeting as Members or by instrument in writing signed by them. B. Upon any amendment or amendments to these Bylaws being proposed by the Board or Members,such proposed amendment or amendments shall be transmitted to the President 45 � 6A � of the Association, or acting Chief Executive Officer in the absence of the President, who shall thereupon call a special meeting of the Members for a date not sooner than twenty (20) days or later than sixty(60)days from receipt by such officer of the proposed amendment or amendments, and it shall be the duty of the Secretary to give each Member written or printed notice of such meeting in the same form and in the same manner as notice of the call of a special meeting of the Members is required as herein set forth; provided, that proposed amendments to the Bylaws may be considered and voted upon at annual meetings of the Members. C. The Declarant shall have the unrestricted right to amend these Bylaws until such time the Class B membership ceases. Thereafter,these Bylaws, or any provision of it,may only be amended, or modified as to the whole or any portion of the Property, upon the written consent of Owners holding 67%or more of the total votes in the Association. Amendments made pursuant to this paragraph will inure to the benefit of and be binding upon their respective heirs, successors, and assigns. The certificate of the Secretary of the Association documenting the votes shall constitute evidence of such vote. Any amendments or modifications must have the approval of the South Florida Water Management District and any other regulatory agency as may be required by the Permits. Thereupon, such amendment or amendments to these Bylaws shall be transcribed, certified by the President and Secretary of the Association, and a copy thereof shall be recorded in the Public Records of Collier County, Florida, within thirty(30)days from the date on which any amendment or amendments have been affirmatively approved by the Members. D. At any meeting held to consider such amendment or amendments to these Bylaws, the written vote of any Member shall be recognized if such Member is not present at such meeting in person or by proxy, provided such written vote is delivered to the Secretary at or prior to such meeting. ARTICLE X RULES AND REGULATIONS Rules and Regulations governing the use of the Lots or Tracts, Common Property and the conduct of Owners, occupants and guests shall be adopted in the following manner: A. The Board of Directors may establish such reasonable Rules and Regulations governing the use of the System,the Preserve Areas and any other portions of the Common Areas. Copies of such Rules and Regulations shall be provided by the Association to all Owners or to any prospective purchaser, upon written request to the Association. Such Rules and Regulations shall by binding upon the Owners, their families, tenants, guests, business and social invitees or licensees, and agents, until and unless such Rule or Regulation shall be specifically overruled, canceled, amended, or modified by the Association. The Board shall have the authority to impose reasonable monetary fines and other sanctions, as Specific Assessments or otherwise, in the event of any violation of the Rules and Regulations adopted hereunder. Monetary fines may be collected by lien and foreclosure as hereinafter provided. All changes to the Rules and Regulations made by the Board shall be mailed by first class mail to Members not less than thirty (30) days prior to the effective date of the change. No modification, amendment, addition or detraction to the Rules and Regulations may be adopted by the Board if it would conflict with a provision of the Declaration. B. All violations of Rules and Regulations or of any provisions of the Declaration, Articles and/or Bylaws shall be reported immediately to a member of the Board of Directors, an Association officer and/or the management agent. Disagreements concerning violations, including, but not limited to, disagreements regarding the proper interpretation and effect of Rules and 46 I6A1 Regulations or other provisions of the Declaration shall be presented to and determined by the Board of Directors of the Association, whose interpretation and/or whose remedial action shall be dispositive. In the event that any person, firm or entity subject to the Rules and Regulations, or other provisions of the Declaration, fails to abide by them, as they are interpreted by the Board of Directors, they shall be liable to be fined by the Association for each such failure to comply or other violation. Such fine shall be collected by the Association and shall be an asset of the Association. If the Board of Directors of the Association deems it necessary, it may seek all available remedies and may bring action at law or in equity to enforce the Rules and Regulations, or other provisions of the Declaration including the provision herein for fines. In the event any such action is instituted,and reduced to judgment in favor of the Association,the Association shall in addition be entitled to recover its costs and attorneys' fees (at the trial level and at all levels of appeal). 47 1 6 A 1 Exhibit"D" Monument Signage I, _ I Ili OP Ti ON A 42 A . Am..... I _ _IA r_ , 1234 . .1.11111=Ank 11111 12345_ i 5,., :1 g--fr• CL1 C— Clj C- -s--1 -....1 CD 07 = CU =17 = 0 0 C.- I C- 0 -1-., J-. ; = _,._, tv : -...= IV "t= = MI I rt7 = e CD I CU I i 1-- 1 V • AA• DOUBLE-SIDED INTERNALLY ILLUMINATED PYLON SIGN (MAX.HEIGHT 25 FT. MAX 250 SO FT.) I.::LA,A.M. Ar,-.SFIFFI.CABINFI CC.NSTRI../C T f CA A I-:If. .I".. --,-.,-,1 A‘1";:f.;le ,1,,,,Ct-1!3,..11?:".I .11: NAN1'S./..P7.177 OirrT• 5"Al..X`11,1.7'RETA7.17RS.15'.V.41 2 5",Xior,INJx^.'eARs AND iP P -CI... ..,' ,11FS LI:,'D M,:. (-3.1_•.',fv.:,',..: ,XLI)JP WITH 6,6'WI-I'L AC,(LiC WI(N I R4NSUX:EN1 5170., 1,4,..--. _ `,.., WH',._'_3 ..,..r C;)A,umlmr,.=D-PI-,:.1..1,"1.25('US)PAIN II)6.ACT.Fi.I..1SH'10UNTED • T.Jr RANC.N. A-"..",....--, 'SO TO 9F 7.5'QEEP A.171 xX.IM PFVFFXSE x.A1 S 1 -CHANNF.3 P/X1F')F.P11.5Hn wi..ixi74k,ANT, 11_,'',r_rs*-1 ., c., ..-.-._I,_, 6.,CXERS.WHITE•-.ED...161-1-(NG.MOUX"ED 1.5 0""111E WALL . '. '11'11,4...F C.,.::,I.r.IT.' .- ::'1 -..."C1)',11SH FA WE 7./TT)7141T116...II.D.V.X COPY APES IS I6 x:3'-208_' -wAi t.Am,.v z Staa.St..E.Co TO OTATTAA AEA"."..IrKi utONEETANO AMAT.TTTATTTS AND TA.TIAITILAvAJLAWLITT .sza,oir 198,MNNLINE PKWY MO CORPORATION FT MYERS FI,339/2 '"a III PH 239-936-9154 FAX 239-936-2899 .....-,,,, ...-..^ ,,...„ On:3049 iidail, SITE LOCATION:RainDdaRlIACV:IrvN:119.e'pp:I-FLA-07-05-27 I INITIAL DRAWING DATE:06/25/21 ICUSTOMER:The Davis Group PROJECT MANAGER:JOHN KONOPKA DESIGNER:Alla K I HAVE REVIEWED THE ABOVE SPECIFICATIONS&HEREBY FULLY UNDERSTAND /41/1“OCIION Pl.WI/0 2..1•10./4.1.04[40•00,10/4•1.0"14/1.01.0..1,•V SRL LO 41'MIN,THE CONTENT OF WORK TO BE PERFORMED AND I APPROVE THIS PROJECT TO BEGIN: I SIGNATURE, DATE____/___j_ Pso•wo.nor mie.WOMACK ITYTAITOILSUAL MI_LOW.MATTAAWIC NAARTACANATITAILA7MA4KHOMP..41,0.'1111,meavo,3 SrAz 4,'MS-1Mikt...far MAALMO:NI.athr OL...1rIVIATEitAototsTotorcouLimoTiew OR ASAIIIR.P.SC MAIM Atrot,Couee.1,TA 5,.,L .._._ ... ....... .... . . _ _._. __. . .._ _ .... . .._ ... __ _ .. . . ...___.. ..... . __ . ... .. __„„.... ..... 48 16 A Exhibit"E" Allocation of Class A Voting Interests and Percentage Share of Common Expenses Tract A: 4.08% Tract B: 3.85% Tract C: 3.95% Tract D: 4.38% Tract E: 3.22% Tract F: 4.18% Tract G: 6.05% Tract H: 5.36% Tract I: 5.59% Tract J: 3.59% Tract K: 3.29% Tract L 52.47% TOTAL: 100% 49