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Backup Documents 02/25/2025 Item #16A10 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 6A TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE **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#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. 3. County Attorney Office County Attorney Office DO 1 I' IN'ZS 4. BCC Office Board of County Commissioners 1354 ai'j/r' 2/2s/ZS 5. Minutes and Records Clerk of Court's Office �"( 1-41 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 Martin—Development Review Phone Number x-2279 Contact/ Department Agenda Date Item was 06/25/2024 Agenda Item Number 16.A.10 Approved by the BCC Type of Document Bond,Maintenance Agreement Number of Original 2' Attached Documents Attached PO number or account number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? 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 06/25/2024 and all changes made during N/A is not the meeting have been incorporated in the attached document. The County n O Q an option for Attorney's Office has reviewed the changes,if applicable. ` this line. 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 Ov 1 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 16A10 CONSTRUCTION AND MAINTENANCE AGREEMENT FOR SUBDIVISON IMPROVEMENTS THIS CONSTRUCTION AND MAINTENANCE AGREEMENT FOR SUBDIVISION IMPROVEMENTS entered into this day of , 20 _ between SEAGATE NORTH NAPLES,LLC referred to as"Developer", and Board of County Commissioners of Collier County, Florida, hereinafternafter 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: OPUS STONE 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: ICoa.(N,w y I.Jr6,,ti.,Ale _ rvaitefr "75. 4e4""4 within +a 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$2,305,053.01 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 16 A 1 0 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. S. 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.: r`' day of Ft6 dAtR , 20 SIGNED IN THE PRESENCE OF: (Name of Entity) BSEAGATE NORTH NAPLES,LLC,By Seagate Development Group,LLC,its Manager Witness: �� 52/7 y• 7 Printed Name: � TaFKo J 1) Matthew C. Price, Manager Witness: Printed Name/Title (President,VP,or CEO) (Provide Proper Evidence of Authority) Printed Name: 7 ATTEST: ,; CRYSTAL K KIIVZEL,CLERK BOARD OF COUNTY COMMISSIONERS OF 1 Fr, w OLLIER COUNTY _FLORIDA 40061 By be ut lent' �Atto 'i to rtiVii ; aI'i. By: r + p y - Burt L. Sairrri*rs , Chairmar Appro)►ed as to form and legality: Assistant County Attorney 11/23/2021 Page 2 of 2 16A1 � Exhibit "A" Performance Security EXHIBIT "A" 1 6A V PERFORMANCE BOND BOND NO. 0847789 KNOW ALL PERSONS BY THESE PRESENTS:that Seagate North Naples,LLC,a Florida limited liability company (Name of Owner) 9921 Interstate Commerce Drive (Address of Owner) Fort Myers, FL 33913 (Address of Owner) (Hereinafter referred to a "Owner") and Harco National Insurance Company (Name of Surety) 4200 Six Forks Road,Suite 1400 (Address of Surety) Raleigh, NC 27609 (Address of Surety) (610)205-5213 (Telephone Number) (hereinafter referred to as "Surety") are held and firmly bound unto Collier County, Florida, (hereinafter referred to as "County") in the total aggregate sum of Two Million Three Hundred Five T,ousand Fifty-Three and 81/100 Dollars ($2,305,053.81 ) in lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns,jointly and severally, firmly by these presents. Owner and Surety are used for singular or plural, as the context requires. THE CONDITION OF THIS OBLIGATION is such that whereas, the Owner has submitted for approval by the Board of a certain subdivision plat named Opus Stone and that certain subdivision shall include specific improvements which are required by Collier County Ordinances and Resolutions (hereinafter "Land Development Regulations"). This obligation of the Surety shall commence on the date this Bond is executed and shall continue until the date of final acceptance by the Board of County Commissioners of the specific improvements described in the Land Development Regulations(hereinafter the "Guaranty Period"). NOW THEREFORE, if the Owner shall well, truly and faithfully perform its obligations and duties in accordance with the Land Development Regulations during the guaranty period established by the County, and the Owner shall satisfy all claims and demands incurred and shall fully indemnify and save harmless the County from and against all costs and damages which it may suffer by reason of owner's failure to do so, and shall reimburse and repay the County all outlay and expense which the County may incur in making good any default,then this obligation shall be void, otherwise to remain in full force and effect. PROVIDED, FURTHER, that the said Surety, for value received hereby, stipulates and agrees that no change, extension of time, alteration, addition or deletion to the proposed specific improvements shall in any way affect its obligation on this Bond, and it does hereby waive notice of any such change, extension of time, alteration, addition or deletion to the proposed specific improvements. PROVIDED, FURTHER, that it is expressly agreed that the Bond shall be deemed amended automatically and immediately,without formal and separate amendments hereto,so as to bind the 16A10 , Owner and the Surety to the full and faithful performance in accordance with the Land Development Regulations. The term "Amendment", wherever used in this Bond, and whether referring to this Bond, or other documents shall include any alteration, addition or modification of any character whatsoever. IN WITNESS WHEREOF, the parties hereto have caused this PERFORMANCE BOND to be executed this 19th __day of July / 2024 / WITNESSES: (Owner Name and Title if Corporation Sc.&rate- 1(/or7(4 /t4 /c-i•, L L C.- By: e a c4. t: 1—C Printed Name Printed Name/Title 41 : "a g,Li/ C. PrLc,g, REy � FF _ Why ct IISPP r ally 0 a 4 a be✓.FIQ/4 A. Cr o,./ LC.0 (Provide Proper Evidence of Authority) Printed Name #(,cw C. /rt`�e.. 1lticQtit Ro4rpo /I ACKNOWLEDGEMENT STATE OF FL- COUNTY OF be-€--- THE OREGOING PERFORMANCE BOND WAS ACKNOWLEDGED BEFORE ME BY MEANS OF PHYSICAL PRESENCE OR ❑ ONLINE NOTARIZATION THIS DAY OF au / O 1 / a(-�' 20 at , by rya. • . i- ri C€ (NAME OF ACKNOWLEDGER AS (TITLE) OF u.0 �-Q 1 ti(Vp().enti7XME OF COMPANY) WHO I PERSONALLY KNO TO ME,OR HAS PRODUCIED AS IDENTIFICATION. Notary Public-State of F L. ""- (SEAL) : ?` ` `: <w . ANGE1 ATROITA /�� _J- • ',4. ''` MY COMMISSION#1-11-1271946 = t 1.Q l��ro L f _ • . 3 iP$ EXPIRES:June b,2026 IIw; Printed NtiMe WITNESSES: (Surety Name and Title if Corporation) Harco National Insurance Company /, By: Printed Name rinted Name/Title Michele Hardesty Gregory J.Risnychok,Attorney-in-Fact (Provide Proper Evidence of Authority) gti i.„...1.4.4die,,) Printed Name Roxanne Miller i oA10 ACKNOWLEDGEMENT STATE OF Pennsylvania COUNTY OF Montgomery THE FOREGOING PERFORMANCE BOND WAS ACKNOWLEDGED BEFORE ME BY MEANS OF ® PHYSICAL PRESENCE OR ❑ ONLINE NOTARIZATION THIS DAY OF 07 / 19 / 2024 20 24 , by Gregory J.Risnychok (NAME OF ACKNOWLEDGER) AS Attorney-in-Fact (TITLE) OF Harco National Insurance Company (NAME OF COMPANY) WHO IS PERSONALLY KNOW TO ME,OR HAS PRODUCED Driver's License AS IDENTIFICATION. Notary Public-State of Pennsylvania (SEAL)gta>11‘4 / ad ? Printed Name Heather Cardeiro,Notary Public (°�_.;nmonwealth of Pennsylvania—Notary Seal Heather Cardeiro, Notary Public Montgomery County IM.Commission Expires February 16,2026 rornmission Number 1413846 16A10 POWER OF ATTORNEY Bond# 0847789 HARCO NATIONAL INSURANCE COMPANY INTERNATIONAL FIDELITY INSURANCE COMPANY Member companies of IAT Insurance Group, Headquartered:4200 Six Forks Rd,Suite 1400,Raleigh,NC 27609 KNOW ALL MEN BY THESE PRESENTS:That HARCO NATIONAL INSURANCE COMPANY,a corporation organized and existing under the laws of the State of Illinois,and INTERNATIONAL FIDELITY INSURANCE COMPANY,a corporation organized and existing under the laws of the State of New Jersey,and having their principal offices located respectively in the cities of Rolling Meadows, Illinois and Newark,New Jersey,do hereby constitute and appoint GREGORY J. RISNYCHOK, LAUREN WHITNEY BRUZEK King of Prussia, PA their true and lawful attorney(s)-in-fact to execute, seal and deliver for and on its behalf as surety, any and all bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof,which are or may be allowed, required or permitted by law,statute,rule,regulation,contract or otherwise, and the execution of such instrument(s) in pursuance of these presents, shall be as binding upon the said HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY,as fully and amply,to all intents and purposes,as if the same had been duly executed and acknowledged by their regularly elected officers at their principal offices. This Power of Attorney is executed,and may be revoked,pursuant to and by authority of the By-Laws of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY and is granted under and by authority of the following resolution adopted by the Board of Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting duly held on the 13th day of December,2018 and by the Board of Directors of HARCO NATIONAL INSURANCE COMPANY at a meeting held on the 13th day of December,2018. "RESOLVED, that (1) the Chief Executive Officer, President, Executive Vice President, Senior Vice President, Vice President, or Secretary of the Corporation shall have the power to appoint, and to revoke the appointments of,Attorneys-in-Fact or agents with power and authority as defined or limited in their respective powers of attorney, and to execute on behalf of the Corporation and affix the Corporation's seal thereto, bonds, undertakings, recognizances, contracts of indemnity and other written obligations in the nature thereof or related thereto; and (2)any such Officers of the Corporation may appoint and revoke the appointments of joint-control custodians, agents for acceptance of process, and Attorneys-in-fact with authority to execute waivers and consents on behalf of the Corporation;and(3)the signature of any such Officer of the Corporation and the Corporation's seal may be affixed by facsimile to any power of attorney or certification given for the execution of any bond,undertaking,recognizance,contract of indemnity or other written obligation in the nature thereof or related thereto,such signature and seals when so used whether heretofore or hereafter, being hereby adopted by the Corporation as the original signature of such officer and the original seal of the Corporation,to be valid and binding upon the Corporation with the same force and effect as though manually affixed." IN WITNESS WHEREOF,HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY have each executed and attested these presents on this 31st day of December,2023 •.,,,,..,, 3,1TY Iiy , :apt {NSflgq' `03,1T P R9S� CountyTE OF NEW JERSEY STATE OF ILLINOIS �p;opVOa�r•�� .� G 0 70 ycCounty of Cook 0—, SEAL z: SEAL 1084 1E � b Michael F.Zurcher ,'•,bh+"' 1- ;' �� Executive Vice President,Harco National Insurance Company ..�•• and International Fidelity Insurance Company On this 31st day of December,2023 ,before me came the individual who executed the preceding instrument,to me personally known,and, being by me duly sworn,said he is the therein described and authorized officer of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY;that the seals affixed to said instrument are the Corporate Seals of said Companies;that the said Corporate Seals and his signature were duly affixed by order of the Boards of Directors of said Companies. ANY IN TESTIMONY WHEREOF, I have hereunto set my hand affixed my Official Seal,at the City of Newark, C7,:- R New Jersey the day and year first above written. - \;4OTARy' • op NE\N - Cathy Cruz a Notary Public of New Jersey My Commission Expires April 16,2029 CERTIFICATION I,the undersigned officer of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit,and the copy of the Sections of the By-Laws of said Companies as set forth in said Power of Attorney,with the originals on file in the home office of said companies,and that the same are correct transcripts thereof,and of the whole of the said originals,and that the said Power of Attorney has not been revoked and is now in full force and effect. IN TESTIMONY WHEREOF,I have hereunto set my hand on this day, July 19,2024 A00289 i tq Irene Martins,Assistant Secretary 16A10 HARCO NATIONAL INSURANCE COMPANY 1701 GOLF ROAD,SUITE 1-600,ROLLING MEADOWS,IL 60008 STATEMENT OF ASSETS,LIABILITIES,SURPLUS AND OTHER FUNDS AT DECEMBER 31,2023 . ASSETS Bonds(Amortized Value) . . . . . . . . . . . . . . . . . . . $128,504,641. Stocks(Preferred Stocks) . . . . . . . . . . . . . . 5,530,123 Stocks(Common Stocks) . . . . . . . . . . . . . . . • 928,601,943 Cash,Bank Deposits&Short-Term Investments . . . . . . . . . . 36,972,198 Other Invested Assets 0 Unpaid Premiums&Assumed Balances 1.61,876,881 Deferred Premiums,Agents Balances&Installments booked 12,594,152 Reinsurance Recoverable from Reinsurers 167,607,854 Reinsurance-Funds Held by or deposited with reinsured companies. . 10,183,247 Current Federal&Foreign Income Tax Recoverable&Interest . . . 0 Investment Income Due and Accrued 1,750,941 Receivables from Parent Subsidiaries&Affiliates . . . . . . . . . . 9,354,321 Other Assets 1,294,111 TOTAL ASSETS $1,464,270,412 LIABILITIES SURPLUS&OTHER FUNDS Losses(Reported Losses Net as to Reinsurance Ceded and Incurred But Not Reported Losses) $208,245,433 Reinsurance payable on paid losses&loss adjustment expense 9,146,173 Loss Adjustment Expenses 44,566,466 Commissions Payable,Contingent Commissions&Other Similar Charges 1,568,736 Other Expenses(Excluding Taxes,Licenses and Fees). . - 0 Taxes,Licenses&Fees(Excluding Federal Income Tax) . . . . 3,784,674 Current federal and foreign income taxes . . . . . 496,806 Net Deferred Tax Liability 9,048,374 Unearned Premiums 155,713,778 Advance Premium 391,769 Ceded Reinsurance Premiums Payable 95,106,803 Funds held by Company under reinsurance treaties. . . . . . . 18,342,649 Amounts Withheld by Company for Account of Others 53,853,412 Payable to Parent Subsidiaries&Affiliates. . . . . . . . . . . . 3,771,943 Other Liabilities _ 4 754 724 TOTAL LIABILITIES . . , . . . . . . . . . . . . . . _$6,08,791,740 Common Capital Stock . . . . . . . $3,500,004 Gross Paid-in&Contributed Surplus . . . . . . . . . . . . . . . . . . . 670,781,834 Unassigned Funds(Surplus) . . . . . . . . . . . 181,196,834 Surplus as Regards Policyholders $855,478,672 TOTAL LIABILITIES,SURPLUS&OTHER FUNDS _$1,464,270,412 I,John Mruk,Treasurer of HARCO NATIONAL INSURANCE COMPANY,certify that the foregoing is a fair statement of Assets,Liabilities,Surplus and Other Funds of this Company,at the close of business,December 31,2023,as reflected by its books and records and as reported in its statement on file with the Insurance Department of the State of Illinois. IN TESTIMONY WHEREOF,I have set my hand and affixed the seal of the Company,this 11th day of March,2024. ��«ru�aruirr HARCO NATIONAL INSURANCE COMPANY .�`�•��%oFt p �iiii�� / t� l 4.kee„\.40 TA ` 1, SIGNED AND SWO N to before me on this j� day of if .fl Y C:I ,201%1 : I Janua .CV. I I /1 t ;,,/ �$ ry 15.202 s NOTARY PUBLIC,STATE OF.j:,r,: !i •„ r C% a ��,a,CO U N y`,,`,,��. 16A1 ( State of Florida Department of State I certify from the records of this office that HARCO NATIONAL INSURANCE COMPANY is an Illinois corporation authorized to transact business in the State of Florida, qualified on May 19, 1958. The document number of this corporation is 812794. I further certify that said corporation has paid all fees due this office through December 31, 2019, that its most recent annual report/uniform business report was filed on May 1, 2019, and that its status is active. I further certify that said corporation has not filed a Certificate of Withdrawal. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Twenty-seventh day of August, 2019 ...Ai (/,-,e --,_::,,,,, --: 4,-\ u3• '.r .;o dje,r,-,"; l SII ' „ ; C6 r4' *1411W �,MI,',/tlii �!�,t �•i• • oi)w--0-t-- Secretary o State Tracking Number:2760207576CU To authenticate this certificate,visit the following site,enter this number,and then follow the instructions displayed. https://services.sunbiz.org/Filings/CertificateOfStatus/CertificateAuthentication 16A10 Exhibit " B" Signing Authority 7/25/24,9:26 AM Detail by Entity Name 1 6^ 1 0 .5)0.0%* rjf (A)_...%-\;1 Dgpartment of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Limited Liability Company SEAGATE NORTH NAPLES, LLC Filing Information Document Number L23000116688 FEI/EIN Number 92-3408973 Date Filed 03/06/2023 Effective Date 03/06/2023 State FL Status ACTIVE Last Event LC AMENDMENT Event Date Filed 05/22/2023 Event Effective Date NONE Principal Address 9921 INTERSTATE COMMERCE DRIVE FORT MYERS, FL 33913 Mailing Address 9921 INTERSTATE COMMERCE DRIVE FORT MYERS, FL 33913 Registered Agent Name &Address PRICE, MATTHEW C 9921 INTERSTATE COMMERCE DR FORT MYERS, FL 33913 Authorized Person(s)Detail Name&Address Title MGR SEAGATE DEVELOPMENT GROUP, LLC 9921 INTERSTATE COMMERCE DRIVE FORT MYERS, FL 33913 Annual Reports Report Year Filed Date 2024 04/11/2024 https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=SEAGATE... 1/2 7/25/24,9:26 AM Detail by Entity Name 16 A 1 0 Document Images 04/11/2024--ANNUAL REPORT Vie.. in PDF format j 05/22/2023--LC Amendment View image in PDF format 03/06/2023--Florida Limited Liability View image in PDF format https://search.s un biz.org/Inquiry/Corporation Search/Sea rch Resu ItDeta i I?inqu i rytype=E ntityN a me&di rectionType=1 n itia I&search NameOrder=S EAGATE... 2/2 7/25/24,9:22 AM Detail by Entity Name 16 A 1 C ni,siunl c. Cc,r-:rgic�!,„.,s Atipy.Org • Department ofState / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Limited Liability Company SEAGATE DEVELOPMENT GROUP, LLC Filing Information Document Number L14000172518 FEI/EIN Number 47-2499128 Date Filed 11/05/2014 Effective Date 11/05/2014 State FL Status ACTIVE Principal Address 9921 Interstate Commerce Dr. Fort Myers, FL 33913 Changed: 05/15/2020 Mailing Address 9921 Interstate Commerce Dr. Fort Myers, FL 33913 Changed: 05/15/2020 Registered Agent Name &Address PRICE, MATTHEW C 9921 Interstate Commerce Dr. Fort Myers, FL 33913 Name Changed: 04/28/2023 Address Changed: 05/15/2020 Authorized Person(s) Detail Name&Address Title MGR PRICE, WILLIAM G, JR. 9921 Interstate Commerce Dr. Fort Myers, FL 33913 https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inqu irytype=EntityName&directionType=1 nitial&search NameOrder=SEAGATE... 1/2 7/25/24,9:22 AM Detail by Entity Name 1 6 A 1 0 Title MGR Price, Matthew C. 9921 Interstate Commerce Dr. Fort Myers, FL 33913 Title MGR Nulf, James A, Jr. 9921 Interstate Commerce Dr. Fort Myers, FL 33913 Annual Reports Report Year Filed Date 2022 04/25/2022 2023 04/28/2023 2024 04/11/2024 Document Images 04/11/2024--ANNUAL REPORT View image in PDF format 04/28/2023--ANNUAL REPORT View image in PDF format 04/25/2022--ANNUAL REPORT — View image in PDF format J 04/23/2021--ANNUAL REPORT View image in PDF format_ J 05/15/2020--ANNUAL REPORT View image in PDF format 01/14/2019--ANNUAL REPORT View image in PDF format 04/12/2018--ANNUAL REPORT View image in PDF format 04/19/2017--ANNUAL REPORT View image in PDF format 02/18/2016—ANNUAL REPORT View image in PDF format 03/11/2015—ANNUAL REPORT View image in PDF format 11/05/2014—Florida Limited Liability View image in PDF format https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResu ItDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=SEAGATE... 2/2 16Aya Exhibit "C" Opinion of Probable Cost Project: Opus Stone OPINION OF PROBABLE COST? 6A 1 0 J.R. EVANS PPL REVOO ENGINEERING Date: 9/15/2023 Page 1 of 11 SUMMARY 1.00 I EARTHWORK I e $143 247.60 2.00 PAVING/ROADWAY I� m $555,258.75 3.00 DRAINAGE o $402,139.36 4.00 POTABLE WATER AND FIRE a $311,149.05 5.00 WASTEWATER m $565,958.70 6.00 LIGHTING&DRY UTILITIES r- I m $12,750.00 7.00 LANDSCAPE I $45,000.00 8.00 IIRRIGATION o $60,000.00 TOTAL o $2,095,503.46 ADD 10% = I $2,305 053.81 NOTES Digitally signed Joshua by Joshua Evans Date: Evans 2023.09.15 16 41:18 -04'00' Joshua R. Evans, P.E. FL PE#57436 FL COA#29226 16A10 Project: Opus Stone OPINION OF PROBABLE COST J.R. EVANS PPL REVOO ENGINEERING Date: 911512023 Page 2 of 11 1.00 EARTHWORK ITEM NO. DESCRIPTION UNIT QTY UNIT PRICE AMOUNT 1.01 Erosion Control LS 1 $ 20,000.00 $ 20,000.00 1.02 Clearing and Grubbing AC 45.3 $ 1,500.00 $ 67,950.00 1.03 Final Grading LS 1 $ 50,000.00 $ 50,000.00 1.04 Sod (2' BOC) SY 2,408 $ 2.20 $ 5,297.60 SUBTOTAL $ 143,247.60 2.00 PAVING I ROADWAY ITEM NO. DESCRIPTION UNIT QTY UNIT PRICE AMOUNT 2.01 12"Stabilized Subgrade SY 15,859 $ 6.50 $ 103,083.50 2.02 6"Limerock Base (Compact& Prime) SY 13,554 $ 9.50 $ 128,763.00 2.03 3/4"Asphalt Concrete(Type S-III) 1st lift SY 13,554 $ 4.85 $ 65,736.90 2.04 3/4"Asphalt Concrete (Type S-III)2nd lift SY 13,554 $ 4.85 $ 65,736.90 2.05 5'Concrete Sidewalk SY 3,114 $ 25.25 $ 78,628.50 2.06 Type"D"Curb LF 460 $ 11.35 $ 5,221.00 2.07 Type"A"Curb LF 805 $ 14.03 $ 11,294.15 2.08 Type"F"Curb LF 196 $ 15.50 $ 3,038.00 2.09 2'Valley Gutter LF 9,836 8.80 $ 86,556.80 2.10 Signage and Pavement Markings LS 1 $ 5,000.00 $ 5,000.00 2.11 ADA Detectable Warning EA 8 $ 275.00 $ 2,200.00 SUBTOTAL $ 555 258.75 3.00 DRAINAGE ITEM NO. DESCRIPTION UNIT QTY UNIT PRICE AMOUNT 3.01 15" HDPE LF 1,035 $ 23.00 $ 23,805.00 3.02 24" HDPE LF 600 $ 29.00 $ 17,400.00 3.03 18" RCP LF 495 $ 40.40 $ 19,998.00 3.04 24" RCP LF 1,313 $ 55.42 $ 72,766.46 3.05 30" RCP LF 1,215 $ 73.58 $ 89,399.70 3.06 36"RCP LF 260 $ 95.27 $ 24,770.20 3.07 18" Flared End Section EA 2 $ 1,850.00 $ 3,700.00 3.08 24" Flared End Section EA 5 $ 2,040.00 $ 10,200.00 3.09 30" Flared End Section EA 5 $ 2,410.00 $ 12,050.00 3.10 36" Flared End Section EA 1 $ 4,200.00 $ 4,200.00 3.11 Valley Gutter Inlet EA 20 $ 4,140.00 $ 82,800.00 3.12 Junction Box EA 3 $ 3,780.00 $ 11,340.00 3.13 36"X 36"Grate Inlet EA 4 $ 4,000.00 $ 16,000.00 3.14 Control Structure(Complete) EA 1 $ 7,500.00 $ 7,500.00 3.15 Yard Drain EA 6 $ 1,035.00 $ 6,210.00 SUBTOTAL $ 402,139.36 16A1C Project: Opus Stone OPINION OF PROBABLE COST J.R. EVANS PPL REVOO ENGINEERING Date: 9/15/2023 Page 3 of 11 4.00 POTABLE WATER AND FIRE ITEM NO. DESCRIPTION UNIT QTY UNIT PRICE AMOUNT 4.01 8"PVC (DR18 LF 3,329 $ 31.77 $ 105,762.33 4.02 10" PVC(DR18) LF 1,374 $ 33.38 $ 45,864.12 4.03 8"PVC (DR14) LF 152 $ 53.17 $ 8,081.84 4.04 10" PVC (DR14) LF 48 $ 50.12 $ 2,405.76 4.05 12" DR11 HDPE(HOD) LF 72 $ 200.00 $ 14,400.00 4.06 Air Release Valve EA 2 $ 4,990.00 $ 9,980.00 4.07 8"Gate Valve EA 8 $ 1,730.00 $ 13 840.00 4.08 10" Gate Valve EA 3 $ 2,285.00 $ 6,855.00 4.09 Single Water Service EA 20 $ 830.00 $ 16,600.00 4.10 Double Water Service EA 16 $ 1,070.00 $ 17,120.00 4.11 Fire Hydrant EA 11 $ 4,800.00 $ 52,800.00 4.12 8" Blow Off Assembly EA 3 $ 2,480.00 $ 7,440.00 4.13 Connect to Existing WM EA 2 $ 5,000.00 $ 10,000.00 SUBTOTAL $ 311,149.05 5.00 WASTEWATER ITEM NO. DESCRIPTION UNIT QTY UNIT PRICE AMOUNT 5.01 Manhole (4') EA 17 $ 7,805.00 $ 132,685.00 5.02 8" PVC (SDR 26) LF 4,040 $ 42.00 $ 169,680.00 5.03 4"PVC Force Main (DR18) LF 1,207 $ 24.60 $ 29,692.20 5.04 6" DR11 HDPE(HDD) LF 50 $ 175.00 $ 8,750.00 5.05 6"Single Services w/Cleanouts EA 13 $ 935.00 $ 12,155.00 5.06 6" Double Services w/Cleanouts EA 19 $ 1,000.00 $ 19,000.00 5.07 4" Plug Valve EA 3 $ 1,615.50 $ 4,846.50 5.08 Air Release Valve EA 1 $ 4,150.00 $ 4,150.00 5.09 Master Lift Station EA 1 $ 180,000.00 $ 180,000.00 5.10 Connect to Existing FM EA 1 $ 5,000.00 $ 5,000.00 SUBTOTAL $ 565,958.70 6.00 LIGHTING&DRY UTILITIES ITEM NO. DESCRIPTION UNIT QTY UNIT PRICE AMOUNT 6.01 Street Lights (FPL Leased) EA 51 $ 250.00 $ 12,750.00 SUBTOTAL $ 12,750.00 7.00 LANDSCAPE ITEM NO. DESCRIPTION UNIT QTY UNIT PRICE AMOUNT 7.01 Code Min Landscape LS 1 $ 45,000.00 $ 45,000.00 SUBTOTAL $ 45,000.00 8.00 IRRIGATION ITEM NO. DESCRIPTION UNIT QTY UNIT PRICE AMOUNT 9.01 Irrigation Infrastructure LS 1 $ 60,000.00 $ 60,000.00 SUBTOTAL $ 60,000.00 16A10 PREPARED WITHOUT OPINION OF TITLE BY,AND AFTER RE•3ORDING RETURN TO: HENDERSON,FRANKLIN,STARNES c,&HOLT,PA P.O.Box 280 FORT MYERS,FLORIDA 33902-0280 DECLARATION OF COVENANTS, COI ©ITIONS, RES T RIC T IOS AND RESERVATIONS FOR OPUS STONE THIS DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS, AND RESERVATIONS FOR OPUS STONE ('Declaration") is made this 5th day of December 2024, by Seagate North Nsapbs, LLC, a Florida limited liability company (hereinafter referred to as "Declarant"), whose address is 9921 Interstate Commerce Drive, Fort Myers, Florida 33913. I ] TNESSEIN: WHEREAS, Declarant is the sole owner of that certain real property located in Collier County, Florida, as more particularly described on Exhibit "A", attached hereto and incorporated herein by reference (the "Property"); and WHEREAS, Declarant desires by the recording of this Declaration to submit the Property to the terms and conditions of this Declaration; and WHEREAS, Declarant incorporated the homeowners' association known as Opus Stone Homeowners' Association, Inc., a Florida not-for-profit corporation ("Association"), to operate and manage the Property pursuant to the terms and conditions of this Declaration. NOW, THEREFORE, the Property shall hereafter be subject to this Declaration, as it may be amended, restated, and/or supplemented from time to time. The Property described in Exhibit "A" attached hereto and by this reference incorporated herein shall be owned, used, sold, conveyed, leased, encumbered, demised and occupied subject to the provisions of this Declaration, which shall run with the Property or any part thereof and which shall be binding on all parties having any right, title or interest in the Property or any part thereof, their heirs, successors, successors-in-title and assigns and shall inure to the benefit of each Owner thereof. Nothing herein contained, and no violation of these covenants and restrictions shall invalidate or impair the lien of any mortgage or deed of trust given in good faith and for value. Further, the express intent of Declarant is that substantive contract rights created hereunder shall not be retroactively impaired by legislation enacted subsequent to the recording of this Declaration. PURPOSE This Declaration provides for the overall, development, administration, maintenance and preservation of the Property and any common improvements or amenities thereon. The Property has been or will be platted and developed to create a common scheme of development for Opus Stone in order to ensure the desirability and attractiveness of the Property as a residential neighborhood. The Association has been formed to be comprised of owners of the Lots within the Property for the purposes of owning, operating and/or maintaining various common areas and other portions of the Property as provided herein and administering and 16A10 enforcing the Declaration, as amended. This Declaration does not and is not intended to create a condominium under Florida law. ARTICLE fl DEF0 0 V IONS Section 1. Annual Asszsa meni means any Assessment levied against the Lots pursuant to the budget adopted annually by the Association. Section 2. Acchi'teceurral Review Board (ARS) means a committee appointed by the Board to exercise the functions delegated to it in connection with review and approval of architectural plans and landscaping plans for improvements on the Property and as herein provided. Section 3. Arriiclas means the Articles of Incorporation for the Opus Stone Homeowners' Association, Inc., a filed copy of which is attached hereto as Exhibit "B". Section 4. Asseeamernt means a share of the funds required for the payment of the expenses of the Association which from time-to-time is assessed against the individual Members, which may include, without limitation, Annual Assessments, Special Assessments, Individual Assessments, Benefit Assessments, Initial Assessments, and Re-Sale Assessments, all as authorized by this Declaration, and does not mean non-ad valorem special assessments (by any name) which may be levied and imposed on the Property by a general purpose or special purpose local government. Section 5. Aeeociiatuorn means Opus Stone Homeowners' Association, Inc., a Florida not-for-profit corporation, its successors and assigns. Section 6. Aseociet oin Property means the lands, leaseholds, and tangible and intangible personal property owned by or dedicated to the Association, including but not limited to the Common Areas, and any easements granted to the Association. Section 7. Befit Assessment means Assessments levied against Owners and their Living Units benefiting from a particular service or amenity to that Living Unit for the cost incurred for providing such service or amenity which includes, without limitation, landscape maintenance, repair or replacement and other maintenance regularly done by the Association related to a Living Unit. Section 8. Board OF Board of Diirrectorrs means the Board of Directors of the Association. Section 9. Suik]er means any person or entity who purchases one or more Lots within the Property for purposes of constructing improvements for later sale to consumers; provided, however that the Declarant shall first, in its sole discretion, designate the status of"Builder" and assign the rights of such Builder by written instrument. The Owner of a Lot shall not, solely by virtue of having purchased a Lot, be deemed a Builder or a successor or assignee of any rights of a Builder unless an instrument of assignment or conveyance expressly so states. Notwithstanding the foregoing, in no event shall Declarant be required to designate any party as a Builder. PAGE 2 1 6A10 Section 10. Bylaws means the Bylaws of the Association, which are attached hereto as Exhibit "C" and as they may be amended, supplemented, and/or restated from time to time. Section 11. Common Area OF Como Areas means all real and personal property now or hereafter owned by or dedicated to the Association for the common use and enjoyment of the Owners and may include, without limitation or obligation, any Recreational Facilities, preserve and/or conservation areas or easements, drainage easements, the Surface Water Management System, signs and signage easements, landscape easements, roadways, walkways and public utility easements. The Common Area also includes, but is not limited to, any tract or easement dedicated to the Association on the Plat, and any Lot owned by the Association upon which Recreational Facilities are located, if any. Section 12. Common Expenses means the actual and estimated expenses of operating the Association, all as may be found to be necessary and appropriate by the Board pursuant to this Declaration, the Bylaws, and the Articles. Common Expenses may include reserves for capital expenditures and/or deferred maintenance in accordance with Florida law or reserves for other purposes as deemed necessary by the Board. Section 13. Cor rni mi.ty means the planned residential community to be known as "Opus Stone" which is subject to this Declaration. Section 14. Declarant means Seagate North Naples, LLC, a Florida limited liability company, its successors, transferees and assigns, provided such successors or assigns acquire at least one undeveloped Lot from Declarant for the purposes of development and are assigned all or a portion of the Declarants rights by a duly executed and recorded instrument. Section 15. Declaration means this Declaration of Covenants, Conditions, Restrictions, and Reservations for Opus Stone, as it may be amended, supplemented, and/or restated from time to time. Section 16. Living Unit or Unit means any improved property intended for use as a single-family dwelling located within the Property. For purposes of this Declaration, any such Unit shall not be deemed to be improved until a Certificate of Occupancy has been issued by the appropriate governmental authorities for the single-family dwelling constructed on such portion of the Property. The use of the term "Living Unit" or "Unit" shall be interpreted as if the term was followed immediately by the words, "and the Lot on which it is located." Section 17. Lot means any one of the platted portions of land into which the Property has been subdivided, upon each of which a single Living Unit has been or is intended to be constructed. Unless the context clearly requires a different interpretation, the term, "Lot" shall be interpreted as if it were followed immediately by the words "and the Living Unit constructed thereon." However, any platted Lot which is owned by the Association upon which Recreational Facilities are located shall not be deemed a Lot for purposes of this Declaration. Initially, there will be fifty one (51) Lots in the Community, but Declarant shall have the right to supplement this Declaration as described herein to create up to a total of sixty (60) Lots in the Community. Section 18. 61,4lajorrity means those eligible votes totaling more than fifty percent(50%) of the total eligible number. PAGE 3 � v ~,. ' " _�� k � �� Section 19. Mambar means every person Orer '� v� is@record Owner ofa fee m undivided fee interest in any Lot which is subject to this Declaration, but excluding persons Or entities holding title merely as security for performance of a-in obligation, and every Such person Or entity shall be a Member of the /\SsoCiabOO. Membership shall be appurtenant to and may not be separated from ownership ofaLOt. Section 20. Ovmnav or Lot Ow,nar means ihe record owner Offee simple UUe' whether one or more persons or entities, o-I any Lot which is part of-the Property, but excluding any party holding fee simple title merely -cis security for the performance of an obligation, unless and until such holder has acquired 'title pursuant to foreclosure proceedings or deed in lieu of foreclosure, nor shall the term "{)m/nar" mean Or refer tO ;any lessee or tenant of@0Owner. Seuiion21. PerrnU8 means the EnvirOnnleOiB/ Resource Permit and conditions approved by the South Florida VVaterManag3nnent District Under Part-nit NO. . as may be nnOdiO8d. Supp|ennanted, or reissued fronl time to time. A Notice of Permit has or will be recorded in the Public Records Of Collier C0uniy, Florida. The Association shall maint3in copies of all further permitting actions related to -the fopegoingpermit. Section 22. Person means an individual, corporation, governmental agency, business trust, estate, (ruat, parinership, aaSOoiaUon, two or more persons having a joint Or COnnrnon interest, or any other legal entity. Section 25. PUat /neaDa the plat of [)pus Stone' as recorded in Plot Book . pages through . Public Records Of Collier County, Florida. Seution24. Pvapaniy means the real property Subject to this Declaration osdescribed in EXhibii "A^ ofth|s Declaration, as the same may be anneO |ed f[onn tinne tO tinne. Section 25. Recrez-rdonM Fv�cffl-�Izs (Or Recrea-dona0 FacHilty'� means those tracts of |and, if' any, together with any improvements thereon, Such as a passive park, U1nBssoBnter. ugbena, sports court, party pavi|iOn, tennis cnUrts, pOO|. or Wit |O1, and also includes any personal property acquired by the Association fOr use in connection with any Of -the foregoiOg, which are nvvDed by the Association and used by or are intended for recreational uses bythe Members. Neither the Declarant' nor the Association are required to provide any Recreational Facilities unless expressly stated herein. Section 20. Razslidan8l,-nU means the intended use of the Property as a single-family Living Unit. Section 27. RmUas- and Rsgu8aUons means those certain rules and regulations -that may be promulgated bythe Board fro nn -time ho time pertaining to use of the Property. SSCtiOn28. SFUUMB means the South Florida Water Management District. Section 29. Spscl�jUAssassmmentnmeBDs any Assessment levied against can Owner other than the Assessment required bythe budget adopted annually by the Association. Section 30. Sur�mca Sym8smm means any portion of the surface vv@tSr or siOrRlvv2ter rnBOagannent system which is deSigned, constructed or implemented pursuant to the Permit to control discharges which are necessitated by rainfall even-iG, incorporating methods to Co||eut. convey, 8tOn*, ab3Or6, inhibit, treat, use Or naUSe the water *O PAGE 16A10 prevent or reduce flooding, over drainage, environmental degradation, or water pollution otherwise affecting the quantity discharge of the water. The Surface Water Management System shall be maintained in perpetuity by the Association; provided, however, if the Association is dissolved, the Surface Water Management System shall be conveyed and dedicated to an appropriate agency of local government or, if not accepted by an agency of local government, then by a not-for-profit corporation similar to the Association. Section 31. Street means any street, highway or other thoroughfare constructed within the Property and shown on the Plat, whether the same is designated as a street, avenue, boulevard, drive, driveway, place, court, road, terrace, way, circle, lane, walk or other similar designation. Section 32. Traci means any or all of the Common Area Tracts designated as a Tract and dedicated to the Association on the Plat, and shall include: Tract 0-1, 0-2, 0-3, 0-4, 0-5 0-6, 0-7, 0-8, 0-9, 0-10, R, P-1, P-2, L-1, L-2, and L-3 as depicted upon the Plat. Section 33. Turnover or turnover rrnee ng means the point at which the Lot Owners other than Declarant are entitled to elect a majority of the Board. Section 34. Undeve4ope©9 Lot means a Lot upon which no Living Unit has been constructed or a Lot upon which a Living Unit has been constructed (or is being constructed) but no certificate of occupancy has been issued by the local governmental authority. ARTICLE 0I PROPERTY (i GH T S Section 1. Assoc ttor, Property and Surface Water Management System, Subject to the provisions of Article IV, Section 1(a), the Association Property shall be owned by or dedicated to the Association for the benefit of its Members. The Surface Water Management System (including some of the property on which the Surface Water Management System is located) shall be owned and maintained by the Association and shall be considered Association Property. The Association shall also have a non-exclusive easement over, through and under all portions of the Property as necessary to access, operate, repair, replace and maintain the Surface Water Management System and the Association Property, provided that such easement is not exercised in a manner that materially interferes with the residential use of a Lot. The drainage and lake maintenance easements dedicated or reserved on the Plat and any other drainage easements dedicated to the Association by the Declarant shall be considered Common Areas. No drainage or lake maintenance easements dedicated or reserved to the Association on the Plat or pursuant to this Declaration may be removed from their intended use by subsequent Owners or others without the approval of the SFWMD. Section 2. Dedarrant's Reserved Easement Notwithstanding any provisions contained in the Declaration to the contrary, Declarant hereby expressly reserves unto itself, and its agents, successors, assigns and Builders, a non-exclusive, perpetual right, privilege, and easement over, under, in, and/or on the Property, without obligation and without charge, for the purposes of construction, installation, or relocation of utilities, development, sale, marketing, signage, maintenance, repair, replacement, use, and enjoyment, and/or otherwise dealing with the Property, without any obligation or duty therefor, provided that this right, privilege and easement shall not substantially interfere with the use of a Lot by an Owner. The reserved easement shall constitute a burden on the title to the Property, shall not be removed from its PAGE 5 � v ��" ^ u ~=^� � � W� intended use bv the Association or its successors and aaaigns, and shall specifically include, but OOibelimited to: /o\ The h8hi of access, ingress and egress for vehicular and pedestrian traffic over. uOder. On, or in the Property; and the right to U8 into any portion of-the Property wi(h noads, dhvevvays, parking oraas, and walkways, provided -thatSUoh 8CiiOn by will not prevent Or unreasonably interfere with -6he Residential use Of 2 Unit; and the right to inStBU, tie into and/Or otherwise connect and use (Without a tap-on or any other -fee for so doing), n8p|@Q3, re|Ooste, mna!ntain, and repair any device which provides utility or similar sen/ices, including, without limitation, electrical, 1e|ephOna, cable te|eviSion, natural gas. vvBier. 3evver, and drainage lines and 0sCi|i#ea constructed Or installed in. On, under, and/or over the Property. (b) The right to Si0rm rn@[eria|s, vehio/es, tools, eqUipmeOL, eio., which are being UU|/Zed in the deve(oprneni, construction or improvement work on the Property and the right to use and maintain signs, bannerG, and other marketing or advertising media or structures in connec6on with the sale or promotion of-the Property, or any portion thereof. (c) The right to aCoeeS, ingress and egress for operation and maintenance of the equipment and pipes used to draw water to irrigate the Property, iftha [)GC/Brant decides -tO use m/at8rfor such purposes. /d\ The right, but not the ob|igBbon, to enter into cross easement agreements with owners of,-adjoining properties. (G) The right to oonStruot, inaie||, rep|aoe, re|ocate, rnaint'ain, repair, use, and enjoy signs, model residences, sales offioes, construction offices and business 0ffices as, in the sole opinion OfDeo|onani. may be required, COnvenient, or incidental tothe construction and sale of residences on the Property. /f\ No rights, privi|eges, and easements granted or reserved herein shall be rnrarged into the title ofany property, including, without limitation, the Property. but 3hG|| be held independent Of such title, and no sUoh [ighi, privi|Bge, 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, privi|ege, or easement by e:preae reference thereto. (Q) The right to cnnSLrunt, inotB||, mSp|aoe, relocate, maintain, repair. and use equipment, ||nea, and pipes necessary for irrigation of Association Property and -the Lots. It shall be expressly permissible for the Declarant to insta||, r8pair, replace and maintain such equipment, lines, and pipes when and where the DeO|BrGni deems appropriate. (h) The right, prior to and after Turnover, 10 aonoss, ingress and agnaos Over, in and to the Property for COrnp|eUon of all Dedananfs obligations required by any and all applicable permits related 1othe Property. (i) The right iO allow members 0fthe general public io inspect model homes, the right to hold promotional pa rties and picnics, and the right[o use -the Property for every other type of promotional Or sales activity that nnay be employed in the marketing of residential Units. (j) The riQht, but not the obligation, to construct Recreational Facilities Upon the Common Areas or any Lot owned by the Declarant. PAGE 1 �� ~~' ' - At no time shallDeclarant incur any expense whatsoever in connection withits use and enjoyment Of SUch rights and easements. No OVVOe[, nor an Owner's agents, tenants, or invitees, nor 1he Association shall in any way interfere or hamper Declarant, its agents, SuCCaSsorG, assigns and Builders, in connection with such oOnstructioO, development, pn]nlObon or sales activity. The eosenneOia created by this Section 2 and ihe rights nsaen/ed herein shall be construed as broadly as possible. and supplement the rights of Declarant set forth in this Section. This Section shall not be amended without the vvriiian consent of Deo/or2nt so long as Dec|anani OvvnS any portion of the Property Or is engaged in any construction work within Or upon the Property, including but not |irnihad to construction Or improvement work related to the C|nSe'offi. Comp|eUon, and oertiDoaiion of all outstanding penni1S. development Orders. or other entitlements affecting the Property Or any portion thereof. SeCbonJ. As8ada8Uon Ensanu zn-'ra. The Association shall have non-e:o|un/ve easements over, through and Linder the Property, including but not limited Lo call of the Lots and Cornrnnn AmaoG, for purposes of fulfilling its purposes and obligations as set forth in -this DeC|arabOn, and the Articles and By(ovvS. Easements over, through and Linder Lots shall be exeroisedSoastOnotunnaeSonab/yinterfaree/iththeResidanUa| ueeOftheUnit. 8enU0O A. �� n� ��UU�� Easements. The Property is sUbie(�tm non- exclusive � c|uSive drainage and/or utility easements as shown and dedicated On the Plat. These drainage and utility easements shall be 'for the construction, installation, [ep|au8nment, ns|ocobon, maintenance, repair and operation of all drainage, utility or similar services, including, without /irnitoUnn. electrical, 1e|eph0ne. cable television, natural gea. vvoter. sewer, irrigation lines and feoi|iUea, and drainage lines and faoi|itiea, constructed or installed in, on, under and/or over the drainage and uh(ity eaSements, and may not be removed from their intended Use by the ASsoCiaUon, its successors and assigns, without the approval of Collier County. the Collier County Water-Sewer District, the 8FVVMD. and/or the requisite utility providers as may be required. The utilities easements are dedicated DD the Plat to duly licensed public and private utilities for use in performing and discharging their respective official duties and obligations to provide utility and other governmental services. Neither -the easement rights reserved puraueni -to this Article || oras shown on the Plat shall impose any obligation on Declarant to maintain such easement areas, no/ to install or maintain the utilities or improvements that may be located on, in or under such easennents. or which may be served by them. All repairs to utilities not performed by a utility company or governmental agency shall be the responsibility of the Owner. No permanent improvements Or structures which obstruct drainage flow shall be placed or erected within or upon drainage easements. in odditiOO, no fenCBs, driveways, poo|o, decks, patios, air condiUoners, impervious surface improvements, utility Sheds, sprinkler systems, tn3eS, shrubs, hedges, plants Or any other landscaping element other than sod shall be placed Or erected upon or within drainage easements. Section 5. Owner's Emssa-manIz. Each C)sne/8nd his agents, tenants and invitees shall hsveapernnaneniandperpetua| non-exduaiveease/nenifOringresSandegneosforpedestri8n and vehicular tra-fific over and across the common roadways and walkways from time to time laid out on the Common Areas, for Use in common with all such Owners and their agents, 1eO8nLs, and inviiaes. The portion of the Common Are-as not used, from time to time, for common roadways and walkways shall be for the common use and enjoyment h}riisintendedpurposaOf the [)vvOarS, and each Owner shall have 9, non'el-Ic|UGiva easement for use of such portions of such Common Are-cis and forr -the use of same in such manner as may be regulated by the Association. Tile foregoing easements are subject to the following: PAGE 1 6A, 10 (a) The right of the Association to grant such additional utility, maintenance and other easements, or relocate any existing easements, for the proper operation and maintenance of the Properties, subject, however, to the prior written consent thereto by the Declarant, so long as the Declarant has any ownership interest in the Property. (b) The right and duty of the Association to levy Assessments against each Unit for the purpose of maintaining the Common Areas and facilities in compliance with the provisions of this Declaration and with all restrictions on the various plats of the Property and any other instruments from time to time recorded in the Public Records. (c) The right of the Association upon fourteen (14) days' prior written notice and an opportunity for a hearing, to suspend voting rights and/or the right to use the Common Areas and facilities by an Owner or his family for any period during which any Assessment against his Unit remains unpaid, and for a reasonable period to be determined by the Board for any infraction of this Declaration or any of the Rules and Regulations, it being understood that any suspension for either non-payment of any Assessment or breach of any Rules and Regulations shall not constitute a waiver or discharge of the Members obligation to pay the Assessment; provided, however, that the Association shall not suspend the right to use any roads belonging to the Association, subject to the Rules and Regulations for such use, and provided further that the Association may not suspend any rights and easements reserved herein to the Declarant. (d) The right of the Association to (i) adopt, amend, and enforce Rules and Regulations governing the use of the Common Areas and all facilities at any time situated thereon and (ii) conduct such activities as may be required by the Association. The Rules and Regulations may include, but not be limited to, the right to restrict the maximum and minimum speed limits of using Association roads, maximum vehicle weight restrictions, maximum noise levels, and all other necessary traffic and parking regulations, all of which may be more restrictive than the laws of the State or any local government having jurisdiction. (e) The right of an Owner to the use and enjoyment of the Common Areas and facilities thereon shall extend to the members of his immediate family who reside with him or her, subject to regulations from time to time adopted by the Association, which regulations may include reasonable admission fees or other fees for use of any facilities located upon the Common Areas. Section 6. Easements Appurtenant. The easements provided in Section 5 above shall be appurtenant to and shall pass with the title to each Lot. Section 7. Service Easement, The Declarant hereby grants to delivery, pickup and fire protection services, police and other authorities of the law, United States mail carriers, representatives of electrical, telephone, cable television, and other utilities authorized by the Declarant, its successors or assigns, to service the Property, and to such other persons as the Declarant from time to time may designate, the nonexclusive, perpetual right of ingress and egress over and across the Common Area, roadways, and other rights of way for the purposes of performing their authorized services and investigations. The provisions of this section shall be limited to the roadways and other rights of way, both public and private, shown on the Plat and subject to this Declaration. Section 8. Signage and Landscape Easements. The Declarant hereby reserves for itself and for the Association, a perpetual easement, privilege and right in, over, under, on and PAGE 8 1 �� 8k � ��~°' ' - GCrOsS Ule COnlrnnD Areas for -ilia purposes of erecting, maintaining, and repairing sign@ge for the Community and for installing, maintaining and replacing |andsca ping, irrigation, walls, feno8 a and lighting 83 may be desired by Declarant or required by ilia Ao5OcjBUOn and/or anyapp|io8b|eOOmernneDta/ pernilsOrnGqujreDenis. |f such signa~e, landscaping, wall or fence, if' any, have been ensCtad. the \aaoCisUon. ShaiH have Me obligation to maintain, repair and replace such signage, landscaping, ma(| or fence in a neat and sea1heUc condition. The cost of Such rDainienBnoe, repair or replacement, if any, shall be a COnnrnOn Ex , p�nSB� 'n e8sennent Over all Lois is also hereby reserved to the Association for the purpose of performing its irrigation, landscaping and 1@lawnmaintenance obligations a3 provided in Article V hereof. Section Q. for ��0Pc1ir Zind E-:u1rx0,,a,_nhm0z-n�. To the extent n�o�S��ry m�ch [>m/n�r �ha|| have �n �Bw�OneDi Ov8/ U�� di�Cen� LO1 aQd 0ver1h� CO[nnnOn Area to m'in2ain such Owner's Un/tend � ! ~ O nn��enec�ssarynep8irs �� he (]vvne�s []n�L GuCh ��a8rneni shall not exceed an area extending five (5) feei over -the Lot or Common Area. Any Such right of aoCea8 shall be exercised in a reasonable manner only and, e_xCep� -for emergency napBina any Owner shall give at least tm/enty�nur /24\ hours prior notice -to the oLh8rpa�yoverwhos' Lot the easernani is being exercised and shall, to the extent practical, not interfere with, restrict, diaturb or hinder-the full enjoyment by such Owner of his Or her Unit. Any Owner eXarciaing the easement rights herein granted shall repair, 81 such Owner's sole cost and expense, anydan8geCBUsedbysUch ]mneros a result of such entry. Additionally, each Owner shall have an eaSerneni for encroach rneni over GD adjacent Lot, to the extent any portion of the the Living Unit ora driveway serving the Living []Oi[ all Bs originally constructed, encroaches across the Lot boundary onto enracUaceniLot. Section 10. AJM-flonaU ��m�mm��. The Declarant, so |Ong@s it has any ownership interest in any port/on of the Properties or so long as the Class B membership exists, whichever is later, and the Association ahBU each have the right to grant Such additional e(ectho, sevve/ water, by|ephone. Qas, sprinkler, irrigation, cable television, maintenance, 8k}nnvvai8' management, drainage or other easements, and to relocate any existing easement in any portion of the Property and to grant access easements and to na|oCa&a any existing access easements in any portion of the Property as the Declarant or Lhe Association ahBU da8[n necessary o/desirable, -for the proper operation and maintenance of ilia Proped». Or any pO�ion ihaw3o[ or for the general health or welfare of the Owners or-for the purpose Of'carrying out ally provisions of this Declaration; provided -that such easements or -the relocation of existing easements will not prevent or unreasonably interfere with -the Use of -the Units for Residential purposes. The Association shall join in Or separately el-leCut8 any easements -for the fOnagOiDg purposes, which Dedar@ni shall direct orrequeSifrOrn time -to time. Section 11. ASSUM P-Hon 697 Risk zancl 0ndemmniiflcscr��on. Each C)vvne/ hereby expressly assumes all risk and responsibility for noise, personal injury to Owner or Owner's family, Visitors, tenants and invitees, or property damage to Owner's property, caused by maintenance, operation Or Use ofConnrnon Area8, including, without limitation: (o) noise -from maintenance or construction equipment, it being specifically understood that such ` ' ainl*n8noe may take place around Sunrise or sunset (b) noise caused by users of the Cornrn0n Areas, -� (pesticides,ua� Of pesticides, herbicides and fertilizers, (d) view restrictions caused by walls, bernls, fSnC`—s' p!?Ot/ng and maturation of trees, shrubbery and berms (whether planted or installed ed prior to ` Owner's occupancy of Unit Or subsequently plantedor installed), )�d\. /� reduction in priV caused by traffic on -the roadways Or other Common Areas Or the ' rnQma| or pruning -' shrubbery or 'trees On the Common Areas, Or removal Or modification of walls or berms, power lines and other utilities running through the Property and /g\ deSigO0r [OOdi�CSUOO the Common Aneas, and agrees that neither Declarant, the Association U [} OD nor any Of eC|an;nt' PAGE 16A10 affiliates or agents nor any other entity owning or managing the Common Property shall be liable to Owner or any other person claiming any loss or damage, including, without limitation, indirect, special or consequential loss or damage arising from personal injury, destruction of property, trespass, loss of enjoyment or any other alleged wrong or entitlement to remedy based upon, due to, arising from or otherwise related to the proximity of Owner's Lot to the Common Areas, including, without limitation, any claim arising in whole or in part from the negligence of Declarant, the Association or any other entity owning or managing the Common Area. Each Owner hereby agrees to indemnify and hold harmless Declarant, Association and any other entity owning or managing the Common Area against any and all claims by such Owner or Owner's family, visitors, tenants and other invitees upon such Owner's Lot or the Common Areas. Without limiting the foregoing, all persons using the Common Areas, including, without limitation, any area adjacent to a lake, do so at their own risk. By taking title to any Lot, each Owner further accepts and assumes all the risks and hazards of ownership and occupancy attendant to the ownership of such Lot, including, but not limited to, its proximity to any lake within the Common Areas. BY ACCEPTANCE OF A DEED, EACH OWNER ACKNOWLEDGES THAT THE COMMON AREAS AND OTHER AREAS OF THE COMMUNITY MAY CONTAIN WILDLIFE AND INSECT ACTIVITY SUCH AS, BUT NOT LIMITED TO, ALLIGATORS AND SNAKES. DECLARANT AND ASSOCIATION SHALL HAVE NO RESPONSIBILITY FOR MONITORING SUCH WILDLIFE OR NOTIFYING OWNERS OR OTHER PERSONS OF THE PRESENCE OF SUCH WILDLIFE. The Association agrees to indemnify and hold harmless Declarant, its officers, partners, agents, employees, affiliates, directors attorneys and Builders (collectively, indemnified Parties") against all actions, injury, claims, loss, liability, damages, costs and expenses of any kind or nature whatsoever ("Losses") incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or in any way related to the Common Areas, including, without limitation, use of the lakes and other water bodies within the Property by Owners and their families, visitors, tenants and invitees, or the interpretation of this Declaration and/or exhibits attached hereto and/or from any act or omission of Declarant or of any of the Indemnified Parties. Should any Owner bring suit against Declarant or any of the Indemnified Parties for any claim or matter and fail to obtain judgment therein against such Indemnified Parties, such Owner shall be liable to such parties for all losses, costs and expenses incurred by the Indemnified Parties in the defense of such suit, including legal fees. Section 12. Property SubDsoot to o e,,0art'aHon, (a) Initial Property. The real property which shall initially be held, transferred, sold, conveyed, given, donated and/or occupied subject to this Declaration is described in Exhibit "A" attached to the Declaration. The Declarant hereby reserves the right to review, modify, or amend the development plan from time to time in its sole discretion and at its option, including, but not limited to, adding or deleting real property, Units or Lots, Common Areas, or Recreational Facilities; increasing or decreasing density; relocating and reducing or increasing lakes, and open or green areas; provided, however, that any such changes may only involve property then owned by the Declarant unless the owner thereof consents to such change. The Declarant shall not be required to follow any predetermined order of improvement and development within the Community and, notwithstanding the terms and conditions of this Declaration, the Articles and Bylaws, the Declarant may bring within the Declaration lands and develop them before completing the development of the Community. The Declarant shall have PAGE 10 16A10 full power to add to, subtract from, or make changes in its development plan regardless of the fact that such actions may alter the relative voting strength of memberships of the Association. (b) Mergers. Upon a merger or consolidation of the Association with another association (which merger may only take place as permitted by the articles of incorporation and bylaws of both associations), the Association's properties, rights and obligations may, by operation of law, be transferred to the surviving or consolidated association, or in the alternative, the properties, rights and obligations of the other association may, by operation of law, be added to the properties of the Association as a surviving corporation pursuant to a merger. Except as hereinafter provided, no such merger or consolidation shall revoke, change or add to the covenants, conditions and restrictions established by this Declaration. A T CLE MEMBERSGB P AND VOTtN0 MOGB v S Section 1. klernberrship, Every person or entity who is the record Owner of a fee or undivided fee interest in any Lot that is subject to this Declaration shall be deemed to be a Member in this Association, and shall be governed and controlled by the Articles of Incorporation and the Bylaws thereof. By taking title to a Lot, each Owner accepts his membership in the Association, acknowledges the authority of the Association as herein stated, and agrees to abide by and be bound by the provisions of this Declaration, any amendments thereto, the Articles, Bylaws, and Rules and Regulations of the Association. Membership shall be appurtenant to and may not be separated from such ownership. The foregoing is not intended to include persons who hold an interest merely as security for the performance of an obligation, and the giving of a security interest shall not terminate the Owner's Membership. Section 2. Mal Contra The affairs of the Association shall be managed initially by a Board of Directors consisting of at least three (3) Directors. The number of Directors shall be the number of Directors elected or appointed from time to time in accordance with the Bylaws but shall never be less than three (3). The Declarant shall have the unilateral right to increase or decrease the number of Board of Directors (as long as there are no fewer than three (3) members) and to designate the full membership of the Board until 'transfer of control of the Association occurs in accordance with Section 5 of this Article. Other than Directors selected by the Declarant, each Director shall be a Member of the Association. Section 3. Rile nbarrship Types and V©tIn . The Association shall have two classes of voting Members as follows: Class A: Class A Members shall be all Lot Owners; provided, however, so long as there is a Class B membership, the Declarant shall not be a Class A Member. Every Class A Member shall be entitled to one vote for each Lot owned. The Declarant shall be governed under the provisions of the "Class B" voting rights below. Class B: The Class B Member shall be the Declarant until such time as the Class B Membership ceases as further provided herein. At which time Declarant shall become a Class A Member with regard to each Lot owned by Declarant. The Class B Member shall be entitled to the same number of votes as the total votes held by Class A Members, plus one. In other words, i'f Class A Members hold 15 votes, the Class B Member shall have 16 votes. Upon the PAGE 11 16A10 transfer of control of the Association pursuant to Section 6 of this Article III, or if the Class B Member voluntarily converts its Membership to Class A status, whichever occurs first, the Class B Membership shall cease and Turnover to the Class A members shall occur after which Declarant shall become a Class A Member with regard to any Lot owned by Declarant. Class B Membership may be assigned by Declarant to a successor or assignee of Declarant in one of two ways. First, Class B Membership may be assigned provided that (1) such successor or assignee acquires ownership of the balance of the Property then owned by the Declarant, (2) such successor or assignee holds such property for sale, development or improvement, and (3) such successor or assignee has been assigned or granted the Declarant's rights by a duly executed and recorded instrument. Second, Class B Membership may be assigned, subject to such assignment being revoked by the Declarant, provided that (1) such successor or assignee, or an Affiliate of such successor or assignee, owns at least one Lot, (2) such successor or assignee has a contractual right to purchase additional Lots from Declarant, (3) such successor or assignee owns a Lot and has the contractual right to purchase additional Lots for sale, development or improvement, and (4) such successor or assignee has been assigned or granted the Declarant's rights by a duly executed and recorded instrument. Section 4. Entity Owner or Multiple Owners of a Lot. When any Lot is owned of record in 'the name of two or more persons or entities, whether fiduciaries, joint tenants, tenants in common, tenants in partnership or in any other manner of joint or common ownership, or if two or more persons or entities have the same fiduciary relationship respecting the same property, then unless the instrument or order appointing them or creating the tenancy otherwise directs and it or a copy thereof is filed with the Secretary of the Association, such Owner shall select one official representative to qualify for voting in the Association and shall notify the Secretary of the Association of the name of such individual. The vote of such individual shall be considered to represent the will of all the Owners of that property. If no notification of a representative is made as provided in this paragraph, any one of the several Owners of the same property in attendance at any meeting may vote, but if more than one of the Owners of said property are in attendance, no vote may be cast on behalf of said property unless all of its Owners in attendance agree upon said vote. Each Class B Member shall vote all of its votes directly and not through any voting representative. Any officer, member, or authorized agent of the Class B Member present at any meeting shall be entitled to cast said Class B Member's votes. The ownership of a Lot, and the ownership of a single family Living Unit constructed thereon, may not be separated or separately conveyed, nor may any person who does not own record legal title to at least one Lot, hold membership in the Association. Section 5. 6mpact on © clarran'i, Any other provision of this Declaration to the contrary notwithstanding, any action proposed to be taken by the Association which has a material adverse impact upon the Declarant's construction and/or sales activities within the Property shall require approval by the Declarant while the Declarant owns any Lot for development or sale in the ordinary course of business. The Declarant, in its reasonable discretion, shall determine whether any proposed action by the Association will have a material adverse impact. However, an increase in assessment for common expenses without discrimination against the Declarant shall not be deemed 'to be detrimental to the Declarant's construction or sales activities. Section 6. Transfer o•f Control of the Association. PAGE 12 o �� «" u ��d� (a) Three (3) months after ninety /QU\ percent of the Lots have been conveyed to {}vvnens. Members other than the Declarant shall be entitled -to elect -ai |eBSi a majority of the members of -the Board /dhe "Turnover"). For purposes or' this 8@Cti0D, the term "K8a/QberS other thoO the Declarant" shall not include bui|derS. CnntraCiona, or OihenS who purchase a Lot for the purpose of construction improvements thereon for resale. /b\ The DederaOi shall be entitled to elect at |sosi one nnerObB[ of the Board as long as the Declarant holds forS@|e in the ordinary course of business at least 5 percent of the Lots. After the Declarani relinquishes control of''the Association, the Declarant may exercise the right to vote any DeC|arani-owned voting interests in the same manner as any other Mennber, e:oeptfOr purposes Of reacquiring control of the Association Or selecting the m jOri[y Of the members of the Board. /c\ At the time the Class A Members are entitled to elect a1 least majority or the Board, the [}eC|Bnsnt shall, at the Deo1arant'o expense, within no more than 90 days. deliver [he documents required by Section 720.307. Florida Statutes, to the Owner-elected Board: (d) DeC|@ranL'a relinquishment of control Of the Association shall not require Declarant to relinquish any power or right which is reserved to OedmrBnt hereunder for o period which is longer than DeC|aran1'B voting control or allow the Association to BSSurne control over such power or righi, except that the Declarant shall not have the unilateral ability to make changes to this Declaration orthe Articles or Bylaws of the Association after Turnover. (e) Provided that at least thirty /30\ days' notice ofDec|arBnrs decision to relinquish control 0fthe Association and CaUse its appointed Directors to resign is given to Lot Owners, neither the Declarant Or its appointed Directors shall be liable in any manner in connection with such resignation even if Lot Owners other than Declarant fail Or refuse to assume control of the Board. Section 7. Changes in VolUn@ Skreng-di. Changes may occur from time to time in -the number of Members because of: (a) Changes in the development p|an, including, but not limited to, the conveyance Of8 Lot tO the Association by Declarant-for use as Recreational Facility; (b) Changes in the number of existing Units or Units to be constructed in any area 8f the Property; (c) Amendments ofthiSDeclaration. Such changes may neau|i in changes in the number of total votes which may be cast at membership meetings. No Such changes, assuming that they are otherwise properly authorized by Changes in this Declaration or any Supplemental Declaration, Sh8|| be subject to objection or question by any W1ennber, notwithstanding the fact that any such Mmrnber's relative voting strength may be affected thereby. fi\RTUCLr=-- UYf DECL��R,A.H-9"S RUGHTSS A HO POWERS PAes13 16A10 Section 1. Declarran'a Ownersh0 o P Joperey. So long as Declarant or its affiliates owns land within the Property for development or for sale in the ordinary course of business: (a) Declarant may in its sole discretion, set aside, grant a license, grant an easement or grant other use rights to real property or personal property to the Association within or without the Property for such purposes as may be expressed in the instrument of conveyance, lease or grant of license or use. The Association must accept from Declarant any such easement, conveyance, dedication, lease, grant of license, or grant of use right, and such acceptance shall be conclusively presumed by the recording of a deed or other instrument in the Public Records of Collier County. The Association shall be required, upon request of the Declarant, to execute any documents necessary to evidence acceptance of such Property. No such real or personal property shall be considered to be the property of the Association until actually so conveyed, dedicated by platting, leased or a grant of license or other use right is created by a written instrument. The written instrument shall also provide the date that the personal property or area(s) of land are dedicated, conveyed, leased, licensed or a use right is granted to the Association. (b) The Association shall not accept from any person other than Declarant an easement, conveyance, dedication, lease, grant of license, or grant of use right except upon the prior written consent of the Declarant, which consent will not be unreasonably withheld. (c) Declarant shall have the right and the power to regulate and control the external design and appearance of the Property in such a manner as Declarant deems appropriate so as to promote a quality environment which will preserve the value of the iViember's Lots and to foster the attractiveness and functional utility of the Property as a place to live. (d) Any change in the type of use of any Association Property shall be subject to the prior written approval of Declarant. (e) Prior 'to any grant of easement, conveyance, dedication, lease or grant of license or other use right by Declarant 'to 'the Association of any property, Declarant shall have the right 'to charge reasonable fees for the use of such property. Thereafter, the right to use such property shall be in favor of and for the benefit of the Association, subject to reasonable rents, fees and other charges payable to Declarant pursuant to the leases, grants, licenses or contracts creating the use right. (f) Any real property conveyed, leased or the use of which has been granted by Declarant or any third party to the Association is not and shall not be deemed dedicated for use by the general public but is, and shall be deemed restricted for the common use and enjoyment of Members, their guests and tenants unless otherwise provided by the Declarant. (g) Declarant shall have the right, in its sole discretion, to grant easements, licenses, or use rights with respect to the Association Property to persons that are not Members of the Association, including but not limited to any public agency, authority, or utility, for such purposes as benefits the Property, or portions thereof, and Owners of Lots contained therein. (h) Declarant shall have the right to construct a perimeter wall on all sides of the Property, which may be adjacent to, or located on any of the Lots owned by Declarant. If constructed, it shall be the responsibility of the Association to maintain the perimeter wall. PAGE 14 1 6 A 10 (i) Declarant may preserve any area designated as open space on the Plat of the Property. Such open space shall not be developed except for open space purposes in accordance with applicable Collier County regulations. The obligations for maintaining any such open space shall be the responsibility of the Association. Section 2. Owners Not to Convey Easements. No Owner, except for the Declarant, so long as Declarant owns any Lot for development or for sale in the ordinary course of business, shall grant any easement upon any portion of the Property to any person or entity, without the prior written consent of the Declarant and thereafter without the prior written consent of the Association if the easement has not been granted prior to the recording of this Declaration. Section 3. Enforcement and Inaction. (a) So long as Declarant owns land described on Exhibit "A" for development or for sale in the ordinary course of business, Declarant shall have the right and power to enforce the covenants, conditions, restrictions and other provisions imposed by this Declaration by any proceeding at law or in equity against any person violating or attempting to violate such provision, to restrain any violation or attempted violation of such provisions, to require performance of such provisions, to recover damages for violations of such provisions, to levy against the land to enforce any lien created by this Declaration, and to delegate or assign either exclusively or nonexclusively any or all of its rights, powers, duties or privileges hereunder to the Association, or to an Owner, or to any other person. In the event Declarant expends any sum of money to enforce the covenants, conditions, restrictions and other provisions imposed by this Declaration, the Association shall immediately reimburse the Declarant for such expenditure. Failure by Declarant, or by the Association or any other Owner or any other person to enforce any of such provisions shall in no event be deemed a waiver of their right to do so thereafter. (b) The costs and reasonable attorney's fees, including those resulting from any appellate proceedings, incurred by Declarant or the Association in any action against an Owner to enforce any provisions of this Declaration shall he a personal obligation of such Owner which shall be paid by such Owner and any amount which remains due and unpaid shall be a continuing lien upon Owner's Lot collectible in the manner provided in Article VI. ARC T ICLI V ASSOClATlONI M MTE AHCE OBLlGA T VOKS Section 1. Maintenance, Operation and Repair of the Association Property, The Association, subject to the rights of the Owners and subject to the rights of the Declarant set forth in this Declaration, shall be responsible for the exclusive management, operation, and control of the Association Property, including, but not limited to, any and all easements, conveyances, dedications, leases, licenses, or use rights granted to the Association, and all improvements thereon (including furnishings, irrigation devices, lighting, and equipment related thereto, if any), and shall keep it in good, clean attractive, and sanitary condition, order, and repair, pursuant to the terms and conditions of this Declaration and the Bylaws. The Association shall be responsible for the cleanup, maintenance, operation, improvement, repair and replacement of all Common Areas, to the extent the responsibility for which has not been assigned to and accepted by Collier County or another appropriate entity in this Declaration or a separate instrument recorded in the Official Records of Collier County, Florida. Such obligations may include, but not be limited to: PAGE 15 16A1 ( (a) Common Areas and facilities benefitting all of the Lots within the Property, including, but not limited to, Common Area landscape and lighting, and the areas in which entrance signs are placed identifying the Property and the entrance signs located in such areas, including lighting thereof and supplying electricity for this purpose; (b) The Surface Water Management System; (c) Lake fountains; (d) Any areas conveyed, dedicated, or leased to or used by the Association, including any improvements upon Association Property; (e) All access easement and right-of-way areas, including but not limited to, Tract as depicted on the Plat and any roads, street signs, landscaping, hardscape, berms, street lighting and gatehouses and gates contained within such access easement and right-of- way areas unless any such areas are operated or maintained by the Declarant, Collier County, Florida, the State of Florida or another applicable entity; and (f) Recreational Facilities, if any. All of the foregoing obligations of the Association shall be discharged when and in such manner as the Board shall determine in its judgment to be appropriate. Section 2. irrigation, Landscaping, and Lawn Maintenance. (a) Lawn Maintenance, Lot Landscaping and Irrigation. The Developer shall install a common irrigation system serving the Lots and Common Areas, including but not limited to the irrigation well and all pumps, pipes, valves, controls, and sprinkler heads, with the cost of such maintenance and services (subject to Section 2(b) of this Article V) being charged as a Benefit Assessment chargeable to Lots upon which a Living Unit has been constructed. The Association shall be responsible for maintaining the portions of the common irrigation system which serve Common Areas. After conveyance of a Lot, each Owner shall be responsible for installing and maintaining the landscaping on his or her Lot, and shall be responsible for maintaining the irrigation system which exclusively serves his or her Lot. In the event an Owner fails to maintain the landscaping or irrigation on his or her Lot, the Association, after giving three (3) days' notice to an Owner, may perform such maintenance and levy the cost thereof against the Owner as an Individual Assessment. Ali Lots shall be connected to the Association's central irrigation system. Irrigation water shall be provided by a well and pumps maintained by the Association, the cost of which shall be billed to all Owners upon which a Living Unit has been constructed in equal shares. Lawns, shrubbery, grass and other landscaping on each Lot shall be maintained and replaced, if necessary, by the Owners in a neat, orderly and attractive manner and consistent with the general appearance of the Property as a whole. The minimum (though not sole) standard for the foregoing shall be the general appearance of the Property as initially landscaped (such standard being subject to being raised by virtue of the natural and orderly growth and maturation of applicable landscaping, as properly trimmed and maintained). (b) Alteration to Landscaping on Lots. No Owner shall plant any trees, shrubs or plants on the Owner's Lot without first obtaining the prior written consent of the Association. Provided, however, an Owner may have potted landscaping within a lanai or enclosed pool area but the Association shall not be responsible for maintenance or irrigation of any potted landscaping. The Owners shall be responsible for promptly removing any and all PAGE 16 16A100 dead, diseased or damaged landscaping which was installed by the Owner. The Association shall have the sole discretion to determine whether such landscaping are in a dead, diseased or damaged condition and are required to be removed. If dead, diseased, or damaged landscaping is replaced by an Owner, any such replacement will be of like kind as the trees being replaced, or as may be approved by the ARB. Any lawn or landscaping services performed by the Association on an Owner's Lot may be subject to additional charges to such Owner, which charges shall be deemed to be Individual Assessments. If an Owner fails to perform the maintenance obligations required by this Section 2(b), the Association, after giving three (3) days' notice to an Owner, may perform such maintenance and levy the cost thereof against the Owner as an Individual Assessment. (c) Common Area Landscaping. The Association shall maintain and replace all landscaping within the Common Areas in a standard consistent with the development as established by the Declarant prior to Turnover, or, thereafter, by the ARB. Section 3. tanmrr a of Wails, Fences, and Berrms. There are, or will be constructed, buffer walls, fences, and/or berms throughout the Property, most of which will be located on Association Property but may, in some locations, be located on Lots. The Association shall be responsible for maintaining the following walls, fences, and berms, whether located on Association Property or on Lots: (a) The berm and perimeter wall, fence, gate, and columns within the Common Areas. (b) The fences, if any, along Lot lines between Lots connecting to the berm or perimeter walls described in (a) above. Section 4. Management of Association Property. The Association's authority to manage the Association Property shall include: (a) The right to establish Rules and Regulations governing the use of the Association Property, facilities located thereon, and the individual Lots. Copies of such Rules and Regulations and amendments thereto shall be furnished by the Association to all Owners prior to such Rules and Regulations' effective date. Such Rules and Regulations shall be binding upon the Owners, their families, tenants, guests, invitees, and agents until and unless such Rules and Regulation shall he specifically overruled, canceled, or modified by the Board or by the Association in a regular or special meeting by the vote of Class A Members holding a majority of the total votes in the Association and by the majority vote of the Class B Members, so long as such Membership shall exist. The Board shall have the authority to impose reasonable monetary fines for the violation of this Declaration or the Rules and Regulations, not to exceed $100 per day per continuing violation, up to a maximum of$2,500.00 in the aggregate per violation, and other sanctions, including suspension of the right to vote and suspension of the right to use Association Property. Any suspension of Association Property use rights or voting rights for the non-payment of Assessments or other monetary obligations due to the Association may be imposed if approved at a properly noticed Board meeting. A fine or suspension imposed for violations other than a failure to pay Assessments or other monetary obligations may not be imposed without notice of at least 14 days to the person sought to be fined or suspended and an opportunity for a hearing before a committee of at least three members appointed by the Board who are not officers, directors, or employees of the Association, or the spouse, parent, child, brother, or sister of an officer, director, or employee. If the committee, by majority vote, does not approve a proposed fine or suspension, it may not be PAGE 17 � �� 8k � �� o ~°^ ' ~ — imposed. In any action k] recover fine, the prevailing party is entitled to collect its reasonable attorney's fees and costs from the non-prevailing party as determined by the Court; (b) The right to charge reasonable admission and other fees orAssessments for the Use of Association Property; (o) The right to Suspend B Menlber'B right to vote, and a Wqen0be['s right 'to use Association P[Opedv, for any period during which any Assessments against the YWenlber's Lot Or any monetary obligation of the Member 'to 'the Association remains unpaid or Unfulfilled for more than ninety (Q0) daya, provided that Suspension of Common Area. use rights shall not impair 'the right ofaD Owner ortenant' ofa Lot to have vehicular and pedestrian ingress to and egress from the L0i, including, but not limited to, -the right to pork; (d) The right to dedicate or transfer all or any part ofAssoCimhnn Property to any governmental agency, public authority, orutility; (e) The right to b8rn}vv money for the purpose of improving Association Proper'(y or property which is to be publicly dedicated but reCILlired to be upgraded or maintained by any |oC8|, state or -federal government ogenCy, and in aid thereof to mortgage the Same, and the right to pledge the revenues of ihB Association as security for loans rnade to the Association, which loans shall be used by the Association in performing its obligations under the Declaration, Articles and Bylaws; /f\ The right to take such steps as are reasonably necessary to protect Association Property against foreclosure; (g) Subject to the limitations described in Article |Y' the right to grant easements -to all Or any part of Association Property io any person. (h) The right and obligation to establish o budget for its fiSoe| operations and 10 establish the Assessments needed -for Such fiscal year. (i) The right to enforce the provisions of this DedaraUon, or any other applicable recorded instrument adopted by the Association, including the Articles of Incorporation and Bylaws of the Association, and any Rules and Regulations; (j) The right to conduct business of the ASsOcieUon, including but not limited to, administrative Sen/iCea such as legal, accounting and financial, and communication services informing Members ofactivities, notices of meetings and other important events; (b) The obligation to conduct and maintain all F0SinianGOoe and |andoCapiOg, aia rnininnurn, to the standard initially installed byDec|ansnt. or better. GectiOn5. . The Association oh8|| maintain insurance on the Association Property of such types, in such amounts and with such companies as the Board deems appropriate. 8o long as there is 2 Class B Member, all liability and hazard insurance policies shall name -the Declarant aSon additional, non-contributory insured. Section 8. Sanftas. The Association may obtain and pay for the services Df any person Or entity to manage its affairs or any part thereOf, to the extent it deems advisable, as well GS such Other personnel as the Association 6ho|| determine to be necessary or desirable -for the PAos1G � �� xp��^ n �� proper operation of the Property, whether mUCh personnel are furnishnd or employed directly by the Association or by any person or entity with whorn or with which it contracts. The Association may obtain and pay for legal and accounting services necessary or desirable in connection with the operation of the Property or the enforcement of this [JeC|arBUOn. The Association or Declarant may, but Shs|/ not be required to, arrange as an Association expense with thind parties iofurniahwater, trash co||eCtion, cable service, and other common services to each Lot. If one Or more agreements to obtain cable television services to the comrnuniiy and all Units is established, the fees for the cable television service payable to the provider shall be a Common Expense payable by the Association and shall be included within -the Annual Budget for which Assessments are levied each year. No Owner may avoid or escape liability for any portion of the Assessments by election nOiio utilize the cable television service. Upon Turnover, the Board shall have the pow/erto i(ermninate any nnanagenneil' agreennent entered into by the Association prior to Turnover upon ninety (90) days written notice to ihe management firnn. and the provisions of this sentence 8hB1| be deemed an implied term in any management agreement Of the Association prior-to such Turnover. Section 7. Personal Properity cand, ftM Prap,_My for Commmmon Use. The Association, through action Of its Board, may acquire, hold, and dispose of -tangible and intangible personal property and real property. The Board, acting on behalf Ofthe AasOCiohOn, shall be obligated to BCoep� any and all deeds of Conveyanoe, easements, bills of sale, |e8seho|d, or other instruments delivered to itby Declarant in accordance with Article |V. 8BCUon 1(8). Section 8. UmmpUjad Mgh8a' The Association may exercise any other right Or privilege given 1O it expressly by this Declaration or the By|ovvS, and every other right or privilege reasonably to be implied fn]rn the existence of any right or privilege given to it herein or reasonably necessary-to effectuate any such right orprivilege. GecUonQ. Enforcemman-1. In addition to any other remedies provided for herein, the Association or its duly authorized agent shall have 1he power to enter Upon a Lot toabate or narnove. using Such force as may be reasonably necessary, any insta||abon, thing or condition which violates this C>eC{sraUOn. the By|avvs, the rules and regulations or the use restrictions. An easement is hereby reserved -for the Association and its authorized agents for such purpose. Unless an emergency situation exists, the Board shall give -the violating Lot Owner ten (10) days written notice Of its intent to take Such actions. All costs of such abatement Or removal including reasonable attO[ney'sfees actually incurred shall be assessed against the violating Lot Owner and shall be collected from Lot Owner as provided for herein -for the collection of Assessments. Section 10. MgMr of En&y, The Association shall have 'the righi, in addition to and not in |inliiaUOn of all the rights it may have, to enter onto Lots for emergency, seoUriiy. O/Safety purposes, which right may be exercised by the Associations' Board, OfOCero, agents, ennp|oyeee, nnanagera, and all police o(fioe/a, firefightere, ambulance parsonne|, and similar ennergency personnel in the performance of their respective duties and, except in an emergency aiivahon, entry shall only be during reasonable hours and after reasonable notice to the Owner or occupant. Section 11. OpUardaU SzGMcsa. The Board may, from 'time to time, offer optional services or facilities to the Mennbers, who may choose tO accept -the benefit of such services. Any such services shall be consistent with the Association's purposes as provided in the DeCl@[GUQn and Articles. The cost ofsuch optional services shall be charged to Owners who accept such optional services 8s a Benefit Assessment. PAos10 16A10 Section 12. Mandatory &tt Services, The Association may enter into an agreement for bulk services, including but not limited to cable or Internet services, which shall provide such services to all Lots. The cost of such services shall be a Common Expense of the Association, charged and allocated equally among all Lots on a per-parcel basis. Notwithstanding the foregoing, pursuant to Section 720.309(2)(b), Fl. Stat., a hearing-impaired or legally blind Lot Owner who does not occupy the Lot with a non-hearing-impaired or sighted person, or a Lot Owner who receives supplemental security income under Title )(VI of the Social Security Act or food assistance as administered by the Department of Children and Families pursuant to Section 414.31, Fl. Stat., may discontinue the service without incurring disconnect fees, penalties, or subsequent service charges, and may not be required to pay any operating expenses charge related to such service for those Lots. ARTICLE VI ASSESSMENTS Section 1. Creation of the Lien and Personal Obligation of Assessments. Except as hereinafter more fully provided, the Declarant hereby covenants for each Lot within the Property and each Owner of a Lot shall be deemed to covenant by acceptance of a deed or other conveyance of title for such Lot, whether or not it shall be so expressed in the deed or other conveyance of title, to pay (1) Regular Assessments, (2) Special Assessments, (3) Individual Assessments, (4) Benefit Assessments (charged only to Lots upon which a Living Unit has been completed) and (5) Initial and Re-Sale Assessments, such Assessments to be fixed, established, and collected from time to time as hereinafter provided. The Regular, Special, Individual, Benefit, Initial, and Re-sale Assessments, together with such interest thereon and costs of collection thereof as hereinafter provided, shall be a charge and continuing lien against the Lot and shall be the personal obligation of the person who was the Owner of such Lot at the time when the Assessment fell due, as well as any subsequent Owners, subject to Section 10 of this Article VI. Each Member expressly covenants by acceptance of such deed or other conveyance of title that a certificate of lien may be recorded against the Owner's Lot for nonpayment of Assessments. The liability for Assessments may not be avoided by waiver of the use or enjoyment of any Common Area or by the abandonment of the property against which the Assessment was made. In the case of co-ownership of any Lot subject to an Assessment, all of such co-Owners shall be jointly and severally liable for the entire amount of the Assessment. Section 2. pLwrpose of Assessments. The Assessments levied by the Association shall be used for the purpose of promoting the recreation, health, safety and welfare of the Members of the Association and for the improvement and maintenance of Property, services and facilities devoted to this purpose, and to provide services the Association is authorized or required to provide, which may include but are not limited to performance of the following duties and the payment of: (a) improvements, maintenance, and repair of Association Property; (b) Water, electrical, lighting, and other necessary utility services, if any, for Association Property; PAGE 20 16A10 (c) Fire and other hazard insurance covering the full insurable replacement value of Association Property with extended coverage; (d) Liability and property damage 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 their occupation and/or use of Association Property. The policy limits shall be set by the Association, and shall be reviewed at least annually and increased or decreased in the discretion of the Association; (e) Workmen's compensation insurance to the extent necessary to comply with the Florida Statutes, and any other insurance deemed necessary by the Board; (f) Acquisition of equipment for Association Property as may be determined by the Association, including without limitation, all equipment and personnel necessary or proper for use of Association Property, and for services the Association is authorized or obligated to provide; (g) Operation, repair, maintenance, irrigation, and landscaping of the Association Property, including but not limited to, the Surface Water Management System. (h) Operation, repair, and maintenance of common facilities within Association Property, including, but not limited to, utility, maintenance, and drainage easements and Recreational Facilities; (i) Operation, repair, and maintenance of'the entrance features and signs; (j) 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 this Declaration or Bylaws, or which shall be necessary or proper in the opinion of the Board or the operation of the Property, for the benefit of the Owners or for the enforcement of these restrictions; (k) Irrigation and landscaping to the extent such services are the responsibility of the Association as provided in this Declaration; (I) Maintenance of certain portions of the Lots that are the responsibility of the Association as provided in this Declaration; and (m) Establishment of reserves as provided in the Bylaws. Section 3. Spec Assessments G'[liar .too Turnover, There shall be no Special Assessments prior to Turnover unless a majority of the Owners other than Declarant approve such Special Assessments by a majority vote at a duly called special meeting of the membership at which a quorum is present. The Declarant shall be excused from paying any such approved Special Assessments levied against Lots owned by Declarant at the time the Special Assessment is levied if the Declarant is funding deficits in accordance with sub-section 6(b) of this Article VI at the time such Special Assessment is levied. Section 4. knrrnA Budget di&enerra0 Expenses. Prior to Turnover, the Declarant shall establish the annual budget. Following Turnover, the Association shall prepare an annual PAGE-21 6A10 budget not less than thirty (30) days in advance of the commencement of each fiscal year which shall project the estimated total expenditures for the services set forth in Section 2 above for the forthcoming year, and shall deliver a copy of the proposed budget and notice of the meeting in which the budget will be considered by the Board to each Owner not less than fourteen (14) days prior to that meeting in accordance with the Bylaws. The Association shall, at the same time as it prepares the annual budget, prepare a schedule which sets forth the amount of the Regular Assessment for each Owner. In the event the Association fails to prepare an annual budget, the annual budget for the proceeding year shall be the budget for the Association until a new annual budget is prepared by the Association. Additionally, if the Association determines that the then existing annual budget does not correctly incorporate the expenditures for services set forth in Section 2, then the Association shall have the right to prepare a new annual budget together with a schedule setting forth the amount of Regular Assessments for each Owner. The Association shall, upon demand at any time, furnish to any Owner liable for said Assessment a certificate in writing signed by an officer of the Association setting forth whether an Assessment has been paid. Such certificate shall be conclusive evidence of payment of any Assessment therein stated to have been paid. The Association may charge a reasonable fee for this certificate. Section 5. Date of Commencement of "Regular Assessments"; Due Date; Assessment period, Subject to the provisions of Article VI, Section 6(b) below, the Regular Assessments provided for herein shall be levied against each Lot as of the date a Lot is conveyed from Declarant to an Owner other than Declarant. Each Lot for which the Regular Assessments are due shall be assessed in equal shares regardless of whether a Living Unit is constructed on a Lot or not; however, a Benefit Assessment will also be levied in equal shares against each improved Lot on which a Living Unit has been constructed for bulk cable, landscape maintenance and other maintenance related to the Living Unit. The Regular Assessments and Benefit Assessments shall be paid quarterly, in advance, except that the Assessment installment period may be changed from time to time at the discretion of the Board, provided, however, that upon default in the payment of any one or more installments by an Owner, the entire balance of said Assessments attributable to that Owner's Lot for that calendar year may be accelerated at the option of the Board and be declared due and payable in full. Section 6. Baeia and i e3dro`d571 Amount of Regular Assessments. (a) From the recording of the Declaration until the Turnover Meeting, the annual budget and the initial Regular Assessments and Benefit Assessments shall he established by the Declarant. (b) Notwithstanding any provision that may be contained to the contrary in this Declaration, for as long as Declarant is the Owner of any Lot and there is a Class B Membership pursuant to this Declaration, the Declarant shall not be liable for any Assessment levied against such Lot, provided that the Declarant funds any difference between the amount of Assessments levied on all other Lots subject to Assessment together with interest earned thereon and any other Association income from whatever source derived and the amount of actual expenditures by the Association incurred during the fiscal year, exclusive of(i) any resident usage charges for services provided to particular Owners (such as cable, phone, and waste collection, if any such charges are Association expenses), (ii) the cost of capital improvements and non-budgeted repairs or replacements, (iii) book entry depreciation expenses, and (iv) any amounts budgeted for reserves for capital expenditures, deferred maintenance or contingencies. For purposes hereof and as Section 720.308(1)(b), Florida Statutes, is applied, a deficit shall be computed by the subtraction from said actual expenses (exclusive of the items described in the foregoing sentence) all PAGE 22 16A10 Assessments levied, contributions and other sums received or receivable by the Association. The Declarant may at any time commence paying Assessments on Lots it owns and thereby automatically terminate its obligations to fund a deficit as provided in this sub-section in the same manner as all other Owners. If the Declarant has terminated its obligations to fund a deficit, the Declarant shall be obligated to pay the full Regular Assessment on Lots owned by the Declarant commencing upon the date a Certification of Occupancy is issued for a Living Unit constructed on such Lot. When all Lots within the Property are sold and conveyed to Class A Members, the Declarant shall have no further liability of any kind to the Association for the payment of Assessments or deficits other than those that arose prior to such time. Section 7. Special Assessmerntt. In addition to the Regular Assessments authorized by Section 3 hereof, the Board may levy in any fiscal year a Special Assessment, applicable to that year and not more than the next five (5) succeeding years, 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 Association Property, including the necessary fixtures and personal property related thereto, or for other purposes deemed appropriate by the Association. The due date of any Special Assessment under this Article shall be fixed in a resolution authorizing such assessment. The Declarant shall not be obligated to pay Special Assessments levied on any Undeveloped Lot. Section 3. Individu i Assessments. Each Owner of a Unit is required to maintain his property, whether improved or unimproved, in a state of good repair at all times, which shall include, but shall not be limited to, periodic painting (or other appropriate refinishing) of all structures requiring same, and if unimproved, in an orderly and uncluttered condition. Such Owners are further required to maintain their property in accordance with any other covenants, conditions and restrictions and Supplemental Declarations to which their deeds or other instruments of conveyance make reference. In the event of the failure of such Owner(s) to maintain their property as required herein, the Association, after first being given thirty (30) days notice to such Owners and an opportunity to appear before the Board, may take such steps as are necessary to remedy any defective and/or unsightly conditions or comply with requirements imposed herein, and such Owner(s) of said property shall be assessed an Individual Assessment for the expense of same. Entry upon such Owner's property for such purpose shall not constitute trespass. Individual Assessments may also be levied against such Owners for any damage to Common Area, or Recreational Facilities which may be caused by such Owners, their tenants, agents, or invitees. Notwithstanding the foregoing, any Individual Assessment levied against an Owner and Lot for the costs of irrigation repairs upon such Lot incurred by the Association in accordance with Article V, Section 2 (b) of the Declaration or for any additional services performed by the Association on an Owner's Lot at the request of the Owner may be levied without the requirement of the thirty (30) day notice and time for cure. Notice required for irrigation repairs upon a Lot is governed by Article V, Section 2(b) hereof. The Association may, at its option, require such Owner to pay such costs for irrigation repairs or additional services directly to a vendor making the repairs or performing the additional services prior to completing such repairs or the Association cause the repair work to be performed and subsequently assess the Owner for the costs. Section 9. Initial and Resale Assessments, An Initial Assessment shall be due upon the conveyance of record title to a Lot to the first Owner thereof from Declarant or a Builder. A Resale Assessment shall be due upon each subsequent transfer or conveyance of record title to a Lot unless exempt as provided below. Until such time as the Declarant or Board adopts a resolution to change the amount, the Initial and Resale Assessment shall be Two Thousand Five Hundred and 00/100 Dollars ($2,500.00). The Initial and Resale Assessments are in PAGE 23 � o ��um �p&� � � �� addition to the Regu|arAssesannentS and Gh@U not be considered an advance payment of any AsSeBSnnSnL The amount shall be paid to the Association upon the closing Dr other settlement of the irBnafe/ or conveyance ofaLot. Any unpaid Initial or Resale Assessment iS Secured bya lien in favor of the Association as further provided in 'this Article. The Initial and Resea|e Assessment shall be paid iO the Association to fund capital improvements Fit the discretion of ihe Board of Directors and shall not be used to Offset the Association's budget for --annual operating expenses. Declarant and Builders are exempt from paying any Initial or Resale ASsessnn8ntstotheAssociation. Notwithstanding the foregoing, o Resale Assessment shall not be levied in the following instances: (@) Conveyance of Lot by an Owner to @ 'trust, partnership, corporation or other entity so long as such entity is and remains wholly beneficially owned by the Owner Orby such Owner and the {}vvDer'o Spouse and/Or children; prOvided, hOVvemar, if the inn0edia�e|y preceding conveyance of the Lot was exempted from payment of the Resale. Assessment pursuant to this subswcUun, then this subsection shall not apply and the Lot sha|l be subject to the Resale Assessment; (b) Conveyance ofa Lot by an Owner Orsuoh [>vvDnr'o eoieie to the Owner's spouse and/or children; provided, hovvever, if the immediately preceding conveyance of-the Lot was exempted from payment of the Resale Assessment pursuant to this subaeCUon, then this Subsection shall not apply and the Lot shall besubject to the Resale Assessment; and (o) Conveyance Of an undivided interest in a Lot by the Owner thereof'f-to a,ny then existing Co-(]vvner/s\ nf such Lot. SeCdon 10. FinanciiaU Raparflng. The Association shall prepare an annual financial mepod ("Financial Report") within sixty (00) days after dose of the fiscal year as required by Florida law, unless the statutory level of financial reporting is waived or reduced as provided in the applicable Florida, Statute. Section 11. E-Hizt8 of Non~Nnymman,!r v,Y zA.esassmmani; Uim Personal! Obrflg,-,I�Uan 67 the Om,nzr; the Uan; Rammediies of Latz Fzza; lrftsaUs Czr6ficzAa. /a\ The Association has continuing lien Oneach Lot iO secure the payment of Assessments, together with interest, late fees, and the cnSi of collection and attorneys' fees incident to collection thereof. which lien is effective fronn and shall relate back to -the date of recording of this Declaration. However, Guhieoi to the provisions forfirsi mortgagee liability for Assessments provided in Section 12 of this Article V|, as to first mortgages of record, the lien is effective -from and after recording of a c|oinn Of lien in the public records of Collier County, Florida. If the Assessments are not paid on the date when dua, then such Assessment shall become delinquent and the Association may record a claim of lien satisfying the requirements in Section 720.3085. Florida Statutes /2022\. -to secure all unpaid AmaeSSnlGnts that are due and may accrue subsequent to the recording of the claim of lien and before entry ofa certificate Of iiUe, together with such interest and late charges thereon and cost of collection and attOrney's -f3eS incident to oO||ecUOn thereof as hereinafter provided. Such lien shall bind such Lot in the handsOftheih8DOvvner` hiaOrhSrheirs. deviseas. parsone| repn3SSDiativeGGOdassigns. The personal obligation Of the then Owner to pay such Assessment, however, shall remain the Owner's personal obligation. Pn}vided, hovvever, that no voluntary G@|e of any Lot shall be effeoUvS. nor shall any marketable tide be conveyed unless and until the Seller has obtained from the proper officers of the Association 8 certificate, attesting to the tmCt that the Seller has PAos24 16A10 paid all Assessments to date. An Owner, regardless of how his or her title to the Lot has been acquired, including by purchase at a foreclosure sale or by deed in lieu of foreclosure, is liable for all Assessments that come due while he or she is an Owner and each Owner, except the Association, if it becomes an Owner, is jointly and severally liable with the previous Owner of the Lot for all unpaid Assessments that came due up to the time of transfer of title to the Lot. If an Assessment is not paid within ten (10) days after the due date, the Assessment shall bear interest from the due date at the rate established by the Board not to exceed the maximum legal rate of interest. The Association may file a claim of lien and bring an action at law against the Owner(s) personally obligated to pay the outstanding Assessments and/or bring an action to foreclose the lien against the Property in the manner in which mortgages on real property are foreclosed and in accordance with the requirements of Florida law; and there shall be added to the amount of such Assessment all costs of collection, including, but not limited to, the cost of preparing the filing and complaint in such action, the cost of any and all attorney's fees incident to collection whether or not suit is brought, including attorney's fees on appeal. In the event a judgment is obtained, such judgment shall include interest on the Assessments as provided above and a reasonable attorney's fee to be fixed by the court, together with costs incident to the action. (b) In addition to the foregoing remedies, the Board may charge a "Late Fee" for late payment at the highest amount permitted by law, when the payment is more than ten (10) days delinquent, for the purposes of helping defray collection costs. A Late Fee may be charged on each Assessment installment that is delinquent. The Association may also suspend the use rights of Association Property and facilities upon the non-payment of Assessments that are at least ninety (90) days delinquent, in accordance with Chapter 720, Florida Statutes (2022). (c) In the event the lien herein created is extinguished by the sale or transfer of a Lot pursuant to a foreclosure of the first mortgage held by a first mortgagee or a deed given in lieu of foreclosure to a first mortgagee, such delinquent Assessments which were not collectable from the first mortgagee may be reallocated and assessed to all of the Lots within the Property, or the Association may pursue legal action to collect such delinquent Assessments from the Owner who owned the Lot prior to the foreclosure or deed in lieu of foreclosure. Any such sale or transfer pursuant to a foreclosure or a deed given to a first mortgagee in lieu of foreclosure, shall not relieve the purchaser or transferee of a Lot from liability for, nor the Lot from the lien of, any Assessments arising thereafter. (d) In addition to all other remedies available to the Association at law or in equity for enforcing this Declaration, if a Unit is occupied by a tenant and the Owner is delinquent in paying any monetary obligation due to the Association, to include, but not be limited to Assessments, fines and any other charges provided for in this Declaration, the Articles, Bylaws or by law, the Association may demand in writing in the form required by law that the tenant pay to the Association the tenant's subsequent rental payments and continue to make such payments until all monetary obligations of the Owner related to the Lot have been paid in full to the Association, and the Association releases the tenant or until the tenant discontinues tenancy in the Unit. A tenant is immune from any claim by the Owner related to the rent timely paid to the Association after the Association has made written demand. If the tenant paid rent to the Owner for a given rental period before receiving the demand from the Association and provides written evidence to the Association of having paid the rent within fourteen (14) days after receiving the demand, the tenant shall begin making rental payments to the Association for the following rental period, and shall continue making rental payments to the Association to be credited against the monetary obligations of the Owner to the Association, PAGE 25 1 (Aire until the Association releases the tenant or the tenant discontinues tenancy in the Unit. The Association shall, upon request, provide the tenant with written receipts for payments made. The Association shall mail written notice to the Owner of the Association's demand that the tenant pay monetary obligations to the Association. The liability of the tenant may not exceed the amount due from the tenant to the tenant's landlord. The tenant shall be given a credit against rents due to the Owner or landlord in the amount of Assessments paid to the Association. The Association may issue notice under Section 83.56, Florida Statutes, and sue for eviction under Sections 83.59-83.625, Florida Statutes, as if the Association were a landlord as defined in Part II of Chapter 83, Florida Statutes, if the tenant fails to pay a monetary obligation to the Association. However, the Association is not otherwise considered a landlord under chapter 83, Florida Statutes, and specifically has no obligations under Section 83.51, Florida Statutes. The tenant does not, by virtue of payment of monetary obligations, have any of the rights of an Owner to vote in any election or to examine the books and records of the Association. A court may supersede the effect of this subsection by appointing a receiver Section 12. Subordurnation of Assessment Uae510 The lien for Assessments provided for in the Declaration is effective from and shall relate back to the date on which the Declaration was recorded in the Public Records of Collier County, Florida. The lien is in effect until all sums secured by it have been fully paid or the lien has been extinguished by foreclosure or released by the Association. Upon payment in full or as limited to first mortgagees as described below, the lien shall be released. The lien shall be subordinate to real property tax liens and the lien of any first mortgage; provided, however, that any such mortgage lender when in possession, or any receiver, and in the event of a foreclosure, any purchaser at a foreclosure sale, and any such mortgage lender and its affiliate acquiring a deed in lieu of foreclosure, and all persons claiming, by, through or under such purchaser or mortgage lender, shall hold title subject to the liability and lien of any Assessment coming due after such foreclosure (or conveyance in lieu of foreclosure) and any unpaid Assessments owed by the previous Owner, subject to the limitations provided herein. Notwithstanding anything to the contrary contained in this Article VI, a first mortgagee, or its successor or assignee as a subsequent holder of the first mortgage, who acquires title to a Lot by foreclosure or by deed in lieu of foreclosure is liable for unpaid Assessments that became due before the first mortgagee's acquisition of title in an amount equal to the lesser of: (1) the Loy s unpaid Common Expenses and Assessments that accrued or came due during the twelve (12) months immediately preceding the acquisition of title and for which payment in full has not been received by the Association; or (2) one Percent (1%) of the original mortgage debt. The limitations on first mortgagee liability provided by this paragraph apply only if the first mortgagee filed suit against the Owner and initially joined the Association as a defendant in the mortgagee foreclosure action. Joinder of the Association is not required if, on the date the Complaint is filed, the Association was dissolved or did not Maintain an office or agent for service of process at a location that was known to or reasonably discoverable by the mortgagee. Section 13. Ezernp2 r eoperrty, The following property subject to this Declaration shall be exempted from the Assessments, charges and liens created herein; (a) all Property to the extent any easement or other interest therein is dedicated and accepted by the local public authority and devoted to the public use; (b) the Common Areas; (c) and any easements granted to a company or entity providing utility service to the Property. R u OGLE Vtt UHT OWHER RfAN EHANCE PAGE 26 16A10 Section 1. M'aintenarnica Mts. Unless otherwise provided in an appropriate amendment or supplemental Declaration, the Owner of a Lot shall maintain all portions of the Unit, including but not limited to, exterior surfaces and roofs, fascias and soffits of the structures (including the Living Unit), and other improvements located on the Lot including but not limited to driveway and sidewalk surfaces, pools, screen enclosures, fences and walls which are not maintained by the Association pursuant to Article V, windows, doors, exterior door fixtures, and exterior lighting fixtures, all in a neat, orderly and attractive manner. The minimum (though not the sole) standard for the foregoing shall be consistency with the general appearance of the Property as initially constructed and otherwise improved (taking into account, however, normal weathering and fading of exterior finishes, but not to the point of unsightliness). The Owner shall clean, repaint or restain, as appropriate, the exterior portions of each Unit, with the same colors and materials as initially used on the Unit, or approved by the ARB, subject to the Design and Construction Guidelines provided in Article VIII thereof, including exterior surfaces of garage doors, as often as is necessary to comply with the foregoing standards. The Board may adopt rules as to specific frequencies of required cleaning, repainting/restaining and the like for the Units. Each Owner's obligations with regard to lawn and landscaping maintenance upon the Lot is set forth in Article V of this Declaration. If a Unit is damaged by fire or other casualty, the Owner shall promptly restore the Unit to at least as good a condition as it was in before the casualty occurred. Any restoration shall be in accordance with the Unit's original plans and specifications unless authorized by the ARB and shall be otherwise subject in all respects to the provisions of Article VIII herein. Except with regard to lawn and landscaping maintenance, for which the notice provisions of Article V, Section 2(b) shall apply, in the event that the Declarant, in its sole discretion, prior to turnover, or the Board, by two thirds vote, determines that (1) any Owner has failed or refused to discharge properly his or her obligations with regard to the maintenance, repair or replacement of items for which he or she is responsible hereunder; or (2) that the need for maintenance, repair or replacement which is the responsibility of the Association hereunder is caused through the willful, or negligent act of an Owner, his agents, tenants, or invitees, or by an Owner's failure to allow the Association to properly discharge its duties with regard to such Owner's Lot, and such maintenance, repair or replacement is not covered or paid for by insurance, in whole or in part, then, in that event, the Association, except in the event of an emergency situation, shall give the Owner written notice of the Association's intent to provide such necessary maintenance, repair or replacement, at the Owner's sole cost and expense; the notice shall set forth with reasonable particularity, the maintenance, repair or replacement deemed necessary. The Owner shall have thirty (30) clays within which to complete the maintenance, repair or replacement, or, in the event that such maintenance, repair or replacement is not capable of completion within the thirty (30) day period, to commence and diligently continue such work which shall be completed within the reasonable time, unless alternative arrangements to commence and complete the work is agreed on in advance by the Board of Directors. If any Owner does not comply with the provisions hereof within the thirty (30) day period, the Association may enter the Owner's Lot and provide any such maintenance, repair or replacement at Owner's sole cost and expense and the cost shall be added to and become part of the Assessment to which such Owner is subject and shall become a lien against the Lot. Section 2. aarkrr Resportasui2i fy. All Builders shall be responsible for complying with all existing governmental approvals applicable to the Properly. Builders shall also be responsible for keeping construction debris confined within the applicable Lot on which construction is taking place, for installing erosion control devices and maintenance of the grade PAGE 27 16A10 of each Lot and for keeping all Common Areas free from dust, debris, and other construction related waste. Any maintenance or repair costs incurred by the Association on the Common Areas of the Association, including but not limited to streets, sumps or catch basins, or any other part of the Surface Water Management System, that are the result of construction activities of a Builder, shall be the sole responsibility of the Builder causing such costs to be incurred. Any Builder responsible for maintenance or repair costs incurred under this Section shall reimburse the Association for said costs within thirty (30) days of written demand by the Association. The maintenance and repair costs of this Section shall constitute an Individual Assessment against the Lot or Lots of Builder causing such cost to be incurred. ART1 MLE V00� ARCtttTEC a Uv AL REVIEW BOARD Section 1. Auhor•ity and Mertruber°e ou Cowiimo'ttee. (a) The Architectural Review Board, sometimes referred to in this Declaration as the ARB, shall consist of not less than three (3) nor more than five (5) members, except that the Declarant reserves the right to fulfill the duties of the ARB (without appointment of a separate committee) until such time as the Lot Owners have elected the majority of the Board or such earlier time as Declarant may designate. Thereafter, each new member of the ARB shall be appointed by the Board and shall hold office until such time as he/she has resigned or has been removed or his or her successor has been appointed, as provided herein. Members of the ARB may be removed at any time without cause. The Board shall have the right to appoint and remove all members of the ARB. (b) The Board shall have the authority and standing, on behalf of the Association to enforce in courts of competent jurisdiction decisions of the Architectural Review Board. (c) This Article may not be amended without the Declarant's consent, so long as the Declarant owns any portion of the Property subject to this Declaration. (d) Except for work done by the Declarant pursuant to Section 12 of this Article, no construction, which term shall include within its definition staking, clearing, excavating, grading, and other site work, or other exterior improvements or exterior painting may be commenced, and no plantings or removal of plants, trees, or shrubs shall take place except in strict compliance with this Article, until the requirements thereof have been fully met, and until the approval of the ARB has been obtained. (e) In accordance with this Article VIII, and consistent with the provisions of Article IX herein, the Declarant or the ARB may promulgate design review guidelines and application and review procedures which shall be known as the "Design and Construction Guidelines". Section 2. Review 411 Prrw poeec1 CowwLrucidowa Except for work done by the Declarant pursuant to Section 12 of this Article, no new structure or building or site construction, and no modifications, additions, or alterations to existing structures, or installation of landscaping, signs, outside lighting, fence, wall, walk, site furniture, statuary, ornaments or other items or structures PAGE 28 16A10 upon a Lot, shall commence or be erected, installed or removed until the plans and specifications showing the nature, kind, shape, height, materials, floor plans, color scheme and location of the same shall have been submitted and approved in writing by the ARB. The ARB shall approve proposals or plans and specifications submitted for its approval only if it deems that the construction, alterations, or additions contemplated thereby in the locations indicated will not violate any provisions in this Declaration or any Design and Construction Guidelines which may be promulgated, or be detrimental to the appearance of the Property as a whole, and that the appearance of any structure affected thereby will be in harmony with the surrounding structures and is otherwise desirable. The ARB may condition its approval of proposals and plans and specifications or other information prior to approving or disapproving the application submitted and will require a construction deposit pursuant to Section 9, below. The ARB shall review each application for consistency with the requirements of this Declaration and any Design and Construction Guidelines which may be promulgated, as well as any future regulations or construction guidelines generated by the Board or the Declarant. The ARB shall also issue rules or guidelines setting forth procedures for the submission of plans for approval, including the establishment of a reasonable application fee. The ARB may require such detail in plans and specifications submitted for its review as it deems proper, including, without limitation, floor plans, site plans, drainage plans, elevation drawings and descriptions or samples or exterior materials and colors. Until receipt by the ARB of all required plans and specifications, the ARB may postpone review of any plans submitted for approval. Final written approval of the ARB must be obtained prior to making application for a building permit. The ARB shall have thirty (30) days after delivery of all required materials to approve or reject any such plans. If the ARB does not approve the plans within the thirty (30) day period, such plans shall be deemed approved. No building or other structure shall be erected or allowed to remain if built in violation of this Declaration or which violates any zoning or building ordinance or regulation. In the event the information submitted to the ARB is, in its opinion, incomplete or insufficient in any manner, it may request and require the submission of additional or supplemental information, in which case, the thirty (30) clay approval period will not commence until the ARB receives such requested information. All construction, changes and alterations shall also be subject to all applicable permit requirements and to all applicable governmental laws, statutes, ordinances, rules, regulations, orders and decrees. Any decision of the ARB may be appealed to the Board within fifteen (15) days from the date of rendition of the decision of the ARB pursuant to procedure established by the Board. Section 3. Meeting, of the ARE. The ARB shall meet from time to time as necessary to perform its duties hereunder. The ARB may from time to time, by resolution unanimously adopted in writing, designate an ARB representative (who may, but need not, be one of its members) to take any action or perform any duties for and on behalf of the ARB, except the granting of variances pursuant to Section 8 of this Article VIII. In the absence of such designation, the vote of a Majority of the total members of the ARB shall constitute an act of the ARB. Section 4. kto waiver of Future Approvals. The approval of the ARB of any proposals or plans and specifications or drawings for any work done or proposed, or in connection with any other matter requiring the approval and consent of the ARB, shall not be deemed to constitute a waiver of any right to withhold approval or consent as to any similar proposals, plans and specifications, drawings or matters whatever, subsequently or additionally submitted for approval or consent. Section 5. Compeneatiion of Members. The members of the ARB shall receive no compensation for services rendered, other than reimbursement for expenses incurred by them PAGE 29 16A14 in the performance of their duties hereunder. However, the ARB shall have the power to engage the services of professionals for compensation for purposes of aiding the ARB in carrying out its functions. All expenditures of the ARB are subject to the prior written approval of the Board. Section 6. HoncormplIanc e. In the event any work for which approved plans are required under this Article VIM is not completed in substantial compliance with said approved plans or any Design and Construction Guidelines which are promulgated, the ARB or its duly authorized representatives shall notify the Owner conducting such work (the "Applicant") in writing of such noncompliance specifying the particulars of noncompliance and requiring the Applicant to remedy the same within thirty (30) days. If, upon the expiration of thirty (30) days from the date of such notification, the Applicant shall have failed to remedy such noncompliance, the ARS shall notify the Board in writing of such failure. The Board shall then determine whether there is a noncompliance and, if so, the nature thereof and 'the estimated cost of correcting or removing the same. If a noncompliance exists, the Applicant shall remedy or remove the same within a period of not more than thirty (30) days from the date of announcement of the Board ruling. If'the applicant does not comply with the Board ruling within such period, the Board, at its option, may either remove the non-complying improvements or remedy the noncompliance and apply the construction deposit towards such costs. The Applicant shall reimburse the Association, upon demand, for all expenses incurred in connection therewith to the extend the construction deposit does is not sufficient. If such expenses are not promptly repaid by the Applicant to the Association, the Board shall levy an Individual Assessment for noncompliance against such Applicant's Lot for reimbursement. Section 7. Non- IabI lky of ARS Members. Neither the Declarant, 'the ARB nor any member thereof, nor its duly authorized ARB representative, shall be liable to the Association or any Owner or any other person or entity for any loss, damage or injury arising out of or in any way connected with the performance or non-performance of the ARB's duties hereunder, unless due to the willful misconduct or bad faith of a member and only that member shall he liable therefore. The ARB shall review and approve or disapprove all plans submitted to it for any proposed improvement, alteration or addition solely on the basis of aesthetic considerations and the overall benefit or detriment which would result to the immediate vicinity and to the Property. The ARB shall take into consideration the aesthetic aspects of the architectural designs, placement of buildings, landscaping, color schemes, exterior finishes and materials and similar features, but shall not be responsible for reviewing, nor shall its approval of any plan or design be deemed approval of, any plan or design from 'the standpoint of structural safety or conformance with building or other codes or regulations. Each person who shall submit plans, specifications or other materials to the ARB 'for consent or approval pursuant to the provisions of this Article, by submission thereof, and each Owner by acquiring title to any Lot or any interest therein, shall be deemed to have agreed that he or it shall not be entitled 'to and shall not bring any action, proceeding, or suit against the Declarant, the ARB, the Association, nor any individual member, officer, director, employee or agent of any of them 'for the purpose of recovering any such damages or other relief on account of any such decision, approval or disapproval. Section 8. Varriarraceo The ARB may authorize variances from compliance with any of the architectural provisions of this Declaration when circumstances such as topography, natural obstruction, hardship, aesthetic or environmental considerations require. Such variance must be evidenced in writing which must be signed by a majority of the members of the ARB. If such variances are granted, no violation of the covenants, condition and restrictions contained in this Declaration shall be deemed to have occurred with respect to the matters for which the PAGE 30 16A10 variances were granted. The granting of such a variance shall not, however, operate to waive any of the terms and provisions hereof covered by the variance, nor shall it affect in any way the Owner's obligation to comply with all governmental laws and regulations affecting the Owner's use of the Lot, including, but not limited to, zoning ordinances and setback lines or requirements imposed by any governmental or municipal authority. Section 9. Construction Deposit. As a condition of ARB approval of proposed improvements and before commencement of the work, the ARB will require the posting by the Owner of a deposit with the Board of Directors up to $5,000. The Association may, in its discretion, use such funds to remedy any damage caused to the Common Areas, to clean up any jobsite not maintained to the Association's satisfaction in conformance with this Declaration and the Design and Construction Guidelines, and/or to satisfy any fines levied against the Owner pursuant to Section 10, below. Following a written demand by the Association for rernediation of any damage or a cleanup and the failure remedy the situation and at least a thirty (30) day opportunity to cure (unless another time period is required by this Declaration), the Association may cause the damage or cleanup to be accomplished and assess the Owner for its costs plus 20%, apply the deposit to that cost, and require the deposit to be restored to its original amount within ten (10) business days. Additionally, the Association may seek all other appropriate legal remedies, including damages and injunctive relief, and/or a cease and desist directive, and may deny the Owner's contractor further access to 'the Property until the damage or cleanup is accomplished and any deposit fully restored. All unexpended deposit funds will be returned within ten (10) business days of the ARB's final inspection. After the completion of the approved work, a final ARB inspection will be conducted. To verify compliance with the approved construction drawings, periodic field inspections may be conducted by the ARB. The construction of the improvements must be completed and the landscaping must be installed in conformity with the previously approved plans before the final approval will be made. The construction site sign and any temporary power pole must be removed as well as all building debris on the site and surrounding areas. The Owner or the contractor shall notify the Board of Directors or the Association manager when the site is ready for final inspection (substantially at the same time as a certificate of occupancy is applied for from the county). Before a final approval is issued, any unauthorized changes to approved plans must be corrected. Section 10. Completion of Work. Unless specifically exempted by the ARB, all improvements for which approval of the ARB is required under this Declaration shall be completed within a reasonable time from the date of commencement of said improvements or within the time set by the ARB, in the event that the approval is so conditioned. Prior to 'the building, alteration, improvement, remodeling or rebuilding of any improvement upon a Lot by an Owner for any reason, including, but not limited to a casualty loss, such alteration, improvement, remodeling or rebuilding of such improvement shall be approved by the ARB. Once construction of such approved improvement commences, substantial work toward the completion of the construction will be pursued diligently and continuously until completion, which shall occur in a reasonable period of time after commencement. If, for any reason, no substantial progress is made toward the completion of the approved improvement for any thirty (30) day period after construction has commenced ("No Substantial Progress Period"), then an Owner shall be deemed in violation of this sub-section, whether the violation was caused by the Owner or his/her contractor(s). An Owner violating this sub-section shall first be given a written warning by the Association. The failure of such Owner to recommence construction within ten (10) days after such written warning is delivered to the Owner shall be deemed a second violation, which shall result in a fine of one-hundred dollars ($100.00) per day for each day that PAGE 31 1 6A1 ( the violation continues, except that no fine may exceed $2,500.00 in the aggregate. The provisions of Section 720.305(2), Florida Statutes, shall apply to fines levied pursuant to this Section. In the event the fines levied by the Association should equal $2,500.00 and the Owner has not cured the No Substantial Progress Period violation, then, should the Association have to file a legal action ("Action") to enforce the provisions of this Section, each Owner (i) waives, releases, and remises any and all legal, equitable and/or factual defenses he/she may have to such Action, and (ii) agrees to pay to the Association the sum of Five Hundred and No/100 Dollars ($500.00) per day as liquidated damages for each day beyond the No Substantial Progress Period that substantial progress is not achieved toward the completion of a building or other improvement. Owner shall pay all the Neighborhood Association's costs and attorney's fees related to filing such an Action. This sub-section shall not apply to Declarant and shall not be amended to apply to Declarant without Declarant's written consent. Section 11. ARB R jht of Entry. There is specifically reserved unto the ARB, the right of entry and inspection upon any of the Property for the purpose of determination by the ARB whether there exists any construction of any improvements which violates the terms of any approval by the ARB or the terms of this Declaration or of any other covenants, conditions and restrictions to which its deed or other instrument of conveyance makes reference. Such inspection shall be preceded by reasonable notice to the Owner of the property to be inspected, except for inspections of exterior of improvements and of unenclosed land. The ARB is specifically empowered, acting in the name of the Association, to enforce the provisions of this Declaration by an legal or equitable remedy, and in the event it becomes necessary to resort to litigation to determine the property of any constructed improvement, or to remove any unapproved improvements, the Association shall be entitled to recovery of all court costs, expenses and reasonable attorneys' fees in connection therewith. The Association shall indemnify and hold harmless the ARB and each of its members from all costs, expenses and liabilities including attorneys' fees incurred by virtue of any member of the ARB's service as a member of the ARB. All costs, expenses, and attorneys' fees of the ARB, including those incurred in connection with its enforcement or powers as provided herein, shall be borne by the Association; provided, however, that nothing provided herein shall be deemed to negate the Association's right to an award of its and the ARB's reasonable attorneys' fees and costs if it is the prevailing party in any administration or judicial proceeding. Section 12. Dec0arrant's Exemption. The Declarant shall be exempt from the provisions of this Article with respect to any new construction, alterations, and/or additions desired to be effected by Declarant and shall not be obligated to obtain ARB approval for any construction or changes in construction which the Declarant may elect to make (or approve) at any time. Section 13. Attorney's Fees. In any litigation, including breach, enforcement or interpretation, arising out of this Article, the prevailing party in such litigation shall be entitled to recover reasonable attorney's fees, court costs and other expenses. /,RTCC E RESTROC a 1OHS Section 1. Use Residctiona. In order to maintain the standards of community design and environmental protection which Declarant has sat for the Property and to ensure a PAGE 32 1 /� � � ��x�«^ x �� degree Of UnKbnnKv and ConloaUbi|i' for 'the nnubUa| benefit of ilia Property Owners theneiO, the fU//0m/iOg use restrictions are hereby adopted for the achievement of the stated goals. in particu|8[, the philosophy Of development includes the ability to maintain an aesthetically pleasing atmosphere throughout the community and ilia preservation of the aesthetic qualities alone Sho|| be sufficient to trigger the anforCanneOi provisions set forth herein. Therefore, specific provisions and requirements are included herein 'to pronnO\e the development plan t0 ilia benefit of the entire community. Section 2. Wza of Lois. Except as may be otherwise expressly provided in this DeC|an@UoO. each Lot shall be used for construction of a single-family Living Unit containing at |east2.5UO square feet of air conditioned living area. ExCepiss herein otherwise specifically provided, no structure shall be erected or permitted to remain on any Lot other than one single family reG/denoe, one private attached Qarage, and other outbuildings of like architectural ch8racira/ incidental to residential use of Ulo premises conforming to ihe restrictions of this Declaration. No trade, oonnnnerCia| activity or other enterprise of any kind shall be carried On or upon any residential Lots. However, this restriction 3ho|| not be construed to prohibit any Owner -fronn maintaining a personal or professional ||brary, frOnn keeping persona|, business or professional records within -their Living Uni1, or from handling personal, business or professional telephone calls orelectronic and written correspondence in and firOm 'ilia Unit so long 8Sthe business conducted in the Living Unit is inside the Living Unit and does not nasu|i in customers or clients corning to the Living Unit or deliveries being made to the Living Unit. Such uses are expressly declared customarily incidental to Residential use. This restriction shall not prohibit Declarant -from conducting activities necessary on Lots and on CornnnOn Areas to complete development and sale of Lots and/or Living Units, including without |innitBbDn` the right to CnnatructSa/es 0fficea, modes hOnnes. Or both, and the right to conduct commercial real estate sales and brokerage activities on Lots. Section 3. Air Condi-flornin0, Hazating. and PaoU E2cju!pmmzn,L VVa|/ air conditioning units and vvindOxv air conditioning units are not permitted Un|eSo -approved by the ARB. Pool equipment, air conditioning and heating units, or other eXterior equipment approved bythe ARB shall be screened from the view of adjacent Lots and COnnnnon Areas with |Gndaoaping, fences or walls @S approved by the AFlB. Section 4. fimlannsiz T-ind HagpoUes. No antennas Or satellite reception devices She|| be installed outside -the Unit without prior written approval by the ARB, except that a "dish" antenna one meter (30.37 inches) Or less in diameter designed to receive direct broadcast satellite service or to receive and transmit fixed wireless signals via satellite, or an antenna one meter or less in diameter designed to receive wireless cable or wireless signals other than by Gate||ite, or commercially-avail-able analog and digital television antennas or any other satellite dishes or antennas otherwise permitted by the FCC pursuant tO the Telecommunications Act Of 1906 shall be permitted to be installed without prior approval by the ARB or the Board, A flagpole for display of the American flag or any other flag is permitted if first approved in writing by theARB. Both its design and |OC8Uon must ba first approved in writing by thaAR8. An approved flagpole shall not he used as an antenna. Notwithstanding anything foregOin0 -to -the contrary, any [)vvn8r may display One portable, removable United States flag or official flag of the State ofFlorida in o respectful nnanner, and on Armed Forces Day, Mennoria| Day, Flag Day. Independence Day, and Veterans C>8y may display in 8 respectful manner portable, removable official flags, not larger than 4 1/2 feet by 6 feet, which represent the United States Army, N@vy, Air Force, Marine Corps. Or Coast Guard, regardless or' any Association rules Or requirements dealing with flags ordecorations. PAos33 16A10 Section 5. Artificial Vegetation. No artificial grass, plants, or other artificial vegetation shall be placed or maintained upon the exterior portion of any Lot. Section 6. Clothes Drying fweai. No clothes drying area is allowed outside of screened- in areas and no garments, rugs or any other materials may be hung from the windows or form the front facade of a Living Unit. Section 7. Colous, No exterior colors on any structure are permitted that, in the sole judgment of the Declarant or ARB, would be inharmonious or incongruous with the Property. Any future exterior color changes desired by Owner must be first approved in writing by the Declarant or ARB in accordance with Section VIII. Section 8. F actooy=Buik Structures. No structure of any kind that is commonly known as "factory-built", "modular,,, or "mobile home" type of construction, nor shall metal sheds be erected. Section 9. Lampposts and Buliding Designation, The form, size, color, character and placement of all lampposts and the method of designating buildings must be first approved by the Declarant or ARB both prior to initial installation and prior to replacement. All replacements shall be of consistent design and color as originally approved by Declarant and installed by the Builder. Declarant or the ARB shall have the right to remove any unapproved lamppost and/or building designation. Section 10. Mailboxes. The U.S. Postal Service requires the use of centrally located mailboxes for all Living Units; therefore, no Owner may install a mailbox on their Lot. The Association shall be responsible for installing and maintaining the centrally located mailboxes. Section 11. Landscaping. All portions of the Lots not covered by structures, walkways, or paved parking facilities, or which are not enclosed by walls or fences, shall be maintained as lawn or landscape areas to the pavement edge of any abutting Streets and to the waterline of any abutting canal or water management areas. No stone, gravel, or paving of any types shall be used as a lawn unless approved as part of the final landscape plan. All landscaping shall be accomplished in accordance with the plan approved by the Declarant or ARB. All required lawns and landscaping shall be completed at the time of completion of the structure, as evidenced by the issuance of a certificate of occupancy by the appropriate governmental agency. Section 12. Leasing Resta ictionsa -No Owner is permitted to lease a Living Unit more than three (3) times per calendar year and no lease may be less than one (1) month duration. All leases must be in writing. It shall be the obligation of all Owners to supply the Board with a copy of said written lease at least five (5) days prior to the date of possession by the lessee. No Living Unit or part thereof shall be rented separately from the rental of the entire Living Unit. THE DECLARANT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE FINANCIAL FEASIBILITY OF RENTING LIVING UNITS OR THE INCOME TO BE DERIVED THEREFROM, IF ANY. ANY OWNER WHO DESIRES OR INTENTS TO RENT A LIVING UNIT MUST INDEPENDENTLY DETERMINE AND ASSUME RESPONSIBILTY FOR THE FEASIBILITY OF RENTING, AND SHOULD CONSULT HIS OR HER OWN ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES AND ECONOMIC ADVANTAGE OF OWNERSHIP. PAGE 34 t6NIv Section 13. Lighting. All exterior lighting of a Lot shall be accomplished in accordance with a lighting plan first approved in writing by the Declarant or ARB. Section 14. Maintenance c Prerrmiaea. No refuse or unsightly objects shall be placed or allowed to remain upon any Lot. The determination of existence of refuse or unsightly objects shall be made by the Board, in its sole discretion, and its decision shall be definitive. All personal property, structures, improvements and appurtenances shall be kept in a safe, clean, orderly and attractive condition, free of debris and trash, and all structures shall be maintained in a finished, painted and attractive condition. In the event the Owner fails to maintain the Owner's Lot and Unit in accordance with the requirements of this Section, then after providing notice as required by this Declaration, the Association can, but shall have no obligation to, maintain the Lot and charge the cost of such maintenance, together with a fee of ten (10%) percent of such cost, to Owner as an Individual Assessment. Section 15. No Time Sharre. No Living Unit may be sold or used on a "time share" basis. Section 16. h9uusaancee. Nothing shall be done which may be or may become an annoyance or nuisance to any person. No obnoxious, unpleasant or offensive activity shall be carried on, nor shall anything be done, which can be reasonably construed to constitute a nuisance, public or private in nature. Any question with regard to the interpretation of this Section shall be decided by the Declarant as long as it owns any Lot within 'the Property for development or for sale in the ordinary course of business and thereafter the Association whose decision shall be final. Without the prior written consent of the Board, nothing shall be done or kept in or upon any Lot or on Association Property or any part thereof to increase the rate of insurance on the Property or any part thereof over what the Association, but for such activity, would pay. Noxious, destructive, or offensive activity or any activity constituting an unreasonable source of annoyance, shall not be conducted in or upon any Lott or on Association Property or any part thereof, and the Association shall have standing to initiate legal proceedings 'to abate such activity. Each Owner shall refrain from any act or use of his or her Lot which could reasonably cause embarrassment, discomfort, or annoyance to other Owners, and the Board shall have the power to make and to enforce reasonable rules and regulations in furtherance of this provision. No work or activity on a Lot which creates excessive noises, including noises from lawnmowers or other equipment may occur before 8:00 a.m. or after dusk on any clay, except that work performed by or on behalf of Declarant shall not be subject to such restrictions. Section 17. Outdoor Equipment. All garbage and trash containers, bottled gas tanks, and other such outdoor equipment (other than installed swimming pool equipment and other than temporary generators used during periods when electrical power is not available to the Living Unit for reasons other than an Owner's failure to pay for such service) must be placed underground, walled-in or placed in sight-screened or fenced-in areas so that they shall not be readily visible 'from any adjacent Streets or Lots or adequate landscaping shall be installed around these facilities. In no event shall gasoline or other hazardous materials, as defined by any state or federal regulation or judicial interpretation thereof, excluding home heating fuels other than heating oil, and excluding gasoline cans for lawn equipment or generators, be stored on any of the Lots. Section 18. Truckee, Commarrc at !ehiclea, RecrreatC©at Vehocctee, Homes, Boats, Campers rr t J(mutters; P artthh j. PAGE 35 16A (a) Operable and currently licensed cars, vans, SUV's, CUV's, vans, pick-up trucks with 3/4 ton load capacity or less, and police cars, may be kept or parked only on paved driveways, on paved parking pads, in houses or in enclosed garages. All other vehicles or items must be parked inside a garage, including but not limited to: (i) any vehicle, including but not limited to cars, vans, trucks, SUV's and CUV's, on which commercial signage or lettering is displayed, except police cars (which may be parked in driveways), (ii) pick-up trucks over 3/4 ton load capacity, (iii) inoperable automobiles, (iv) recreational vehicles, (v) all-terrain vehicles, (vi) ambulances, (vii) hearses, (viii) motorcycles, (ix) motorbikes, (x) bicycles, (xi) watercraft, (xii) aircraft, (xiii) house trailers, (xiv) camping trailers, (xv) other trailers, (xvi) golf carts, (xvii) go carts, and (xviii) tractors. Notwithstanding the foregoing prohibition, a trailered watercraft or recreational vehicle may be parked on unenclosed paved areas overnight for not more than forty-eight consecutive hours in any one week period. In addition, guests visiting an Owner may park any vehicle that is allowed to be parked in a driveway, except watercraft, on the street in front of the Owner's Lot, for a period of not more than five (5) consecutive days in any one calendar month, and the Board of Directors may enact rules requiring that all street parking be limited to one side of the street. (b) No commercial vendor vehicle of any kind shall be permitted to be parked outside for a period of more than twelve (12) hours unless such vehicle is necessary and being used in the actual construction or repair of a structure or for grounds maintenance. (c) None of the aforementioned vehicles shall be used as a domicile or residence, either permanently or temporarily. Section 19. Owner and Member Compliances. (a) The protective covenants, conditions, restrictions and other provisions of this Declaration shall apply not only to Owners, and persons to whom an Owner has delegated the Owner's right to use of any Association Property, but also to any other person occupying an Owner's Lot under lease from the Owner or by permission or invitation of the Owner or the Owner's tenants, licensees, invitees or guests. (b) Failure of an Owner to notify any person of the existence of the covenants, conditions, restrictions, and other provisions of this Declaration shall not in any way act to limit or divest the right of Declarant or the Association to enforce the provisions of this Declaration. The Owner shall be responsible for any and all violations of these provisions by the Owner's tenants, licensees, invitees or guests, and by guests, licensees and invitees of the Owner's tenants. Section 20. Reso lential Use. No Lot shall be used except for residential purposes, except that a Living Unit may be used as a "home office" so long as the business conducted in the Living Unit is inside the Living Unit and does not result in customers or clients coming to the Living Unit or deliveries being made to the Living Unit. This restriction shall not apply to prohibit Declarant from conducting any activities upon Lots it owns for the purposes of sales, construction and development of the Property. Section 21. Setbacks. The location of Buildings, Units and other structures upon Lots shall comply with setback requirements of Collier County, Florida. Section 22. Surfs. Only "for sale" and "open house" signs not larger than 18" x 24" may placed in the front yard, so long as the style, materials, and colors of the sign are first PAGE 36 16A10 approved by the ARB in accordance with Article VIII. The Board or ARS may adopt a uniform style of For Sale or Open I-louse sign and require that all For Sale or Open House signs conform to the style so adopted. Additionally, permit signs shall be permitted as may be required by law. Section 23. Solar Collectors. Solar Collectors shall be permitted, but Declarant or ARS shall approve the location of, color and materials used in the construction of solar collectors prior to installation. The provisions of Section 163.04, Florida Statutes, shall apply with regard to approval of Solar Collectors pursuant to this Section. Section 24. Storage of Personal Property. Personal property of Owners, including bicycles, motorcycles, mopeds, golf carts, and the like shall be kept within the Unit except when in use. Operational barbeque grills may be kept within the rear of a Lot, provided they are well maintained and not visibly rusty. Placement of playground equipment, including, but not limited to, swing sets and wading pools may be kept in the backyard of the Lot as long as it is kept in compliance with the applicable setbacks, and has been approved by the ARB. Section 25. Subdivision and Regulation of Land. (a) No Lot shall be divided or subdivided without the express written consent of Declarant as long as Declarant holds for sale at least one Lot in the subdivision, and thereafter shall be approved by the Association, and no such division or subdivision shall be permitted unless it complies with the provisions of the applicable Collier County zoning ordinances and regulations as well as all other governmental laws, ordinances and regulations. (b) An Owner shall not inaugurate or implement any variation from, modification to, or amendment of any governmental plans, land development regulations, development orders or development permits applicable to the Property, or to any Lot, without the prior written approval of Declarant, which approval may be denied at the sole discretion of Declarant prior to transfer of control of the Board, and thereafter, without prior written approval of the Association. Section 26. Temporary and Accessory Structures. No tents, shacks, trailers, barns, sheds, mobile homes, other detached storage structures, or temporary structures are permitted on any Lot at any time, either temporary or permanent, except temporary structures or outbuildings used in connection with the construction of Living Units as permitted by the Declarant or the Association after Turnover. Section 27. Underground Utility Lies. All electric, telephone, gas and other utility lines, wires, pipes, and conduits of any type must be installed underground. Section 28. Use of Association Property. No planting or gardening shall be done, and no fences, hedges, or walls shall be erected or maintained upon Association Property, except in accordance with the initial construction of the improvements located thereon or as approved by the Board or their designated representatives. Except for the right of ingress and egress, the Owners of Lots may use the Property outside the boundaries of their respective Lots only in accordance with reasonable regulations as may be adopted by the Board or as is expressly provided herein. It is expressly acknowledged and agreed by all parties concerned PAGE 37 1 6Al e that this Section is for the mutual benefit of all Owners and is necessary for the protection of all Owners. Section 29. dells. No Lot Owner may install a well or pump for irrigation of the Owner's Lot. This restriction shall not affect any right of Declarant or the Association to install a well or pump for irrigation to the extent permitted in this Declaration. Section 30. Animals. No turkeys, chickens, ducks, geese, pigs, horses, cows, goats, hogs, and the like shall be kept, maintained, or bred in any Unit or elsewhere within the Property. Dogs, cats, fish, and other domestic pets not prohibited above may be kept in reasonable numbers so as to not cause a nuisance, except that the Board may prohibit any breed of dog which in the Board's reasonable determination is or could be a nuisance or threat to the safety of other Members. The determination of whether the number of domestic pets kept by an Owner or the breed of dog constitutes a nuisance shall be at the sole discretion of the Board. No Owner may use a Living Unit for breeding animals or pets of any kind. Each person bringing or keeping a pet within any portion of the Property shall be liable to other Owners and their invitees for any damage to persons or property caused by any pet brought upon or kept upon the Property by such person or by members of his or her family, his or her guests or invitees and it shall be the duty and responsibility of each such Owner to clean up after such pets which have deposited droppings or otherwise used any portion of the Property or public Street abutting or visible from the Property, and to prevent the Owner's pet(s) from becoming a nuisance to other Owners, residents, tenants, or guests by barking, running loose or otherwise. Pets must be kept within a physical enclosure (approved by the ARB), invisible or electric fence that keeps the animal contained on the Lot, or on a leash held by a person capable of controlling the pet, or otherwise under the full physical control of such person. All excretion shall be immediately removed from the Property, placed in a sealed container and placed in the Owner's solid waste container. The Association shall have the right to promulgate Rules and Regulations relating to pets, and the right to restrict and require the removal of any pets determined by the Board to constitute a nuisance. In the event an invisible/electric fence is not effective for containing an animal within a Lot, the Association, in its reasonable discretion, may require alternative methods to contain the animal. Section 31. Garage. Each improved Unit shall include an enclosed garage with space for parking at least two (2) vehicles. No garage may be improved for purposes of making same a living area, nor shall garage doors be removed except for replacement (in which case the Owner must obtain approval of any replacement door from the ARB). Section 32. Driveways. All driveways shall be paved with concrete, brick, or other material as approved by the ARB and consistent with any adopted Design and Construction Guidelines. Section 33. Waste Containers. The Owners of Living Units or the applicable municipality or waste collection company shall provide waste disposal containers for all garbage and rubbish. Such containers shall be maintained with the garage or fully enclosed in a concrete or fenced area attached to and in architectural conformity with the Living Unit, as approved by the Declarant or the ARB. Section 34. Baa etbaH Poles. Permanent and/or temporary basketball poles or stands are not permitted upon the exterior of the Lots. PAGE 38 16A10 ARTICLE X SURFACE WATER MAHAGEMEKIT SYSTEM, Section 'i. Surface Water Pulanag merro't System. The Association shall be responsible for the operation and maintenance of the Surface Water Management System, including but not limited to ditches, canals, lakes, and water retention ponds in the Properties, which is permitted by the SFWMD pursuant to the Permit. A Notice of the Permit is recorded in the official records of Collier County, Florida. All Surface Water Management Systems within the Properties which are accepted by or constructed by the Association or the Declarant, excluding those areas (if any) normally maintained by Collier County or another governmental agency, will be the ultimate responsibility of the Association, whose agents, employees, contractors and subcontractors may enter any portion of the Common Areas and make whatever alterations, improvements or repairs that are deemed necessary to provide or restore property water management. (a) Once initial construction is completed, and other than maintenance or repair by the Association, no construction activities may be conducted relative to any portion of the Surface Water Management System by Owners. Prohibited activities include, but are not limited to: digging or excavation; depositing fill, debris or any other material or item; constructing or altering any water control structure; or any other construction to modify the Surface Water Management System. To the extent there exists within the Properties a wetland mitigation area or a wet detention pond, no vegetation in these areas shall be removed, cut, trimmed or sprayed with herbicide without specific written approval from the District. Construction and maintenance activities which are consistent with the design and permit conditions approved by the District in the Permit may be conducted without specific written approval from the District. (h) No Owner or other person or entity shall unreasonably deny or prevent access to water management areas for maintenance, repair, or landscaping purposed by Declarant, the Association or any appropriate governmental agency that may reasonably require access. Nonexclusive easements therefore are hereby specifically reserved and created. (c) No Lot or Common Area shall be increased in size by filling in any lake, pond or other water retention or drainage areas which it abuts. No person shall fill, dike, rip-rap, block, divert or change the established water retention and drainage areas that have been or may be created without the prior written consent of the Association. No person other than the Declarant or the Association may draw water for irrigation or other purposes from any lake, pond or other water management area, nor is any boating, swimming, or wading in such areas allowed. (d) All Surface Water Management Systems, excluding those areas (if any) maintained by Collier County or another governmental agency, will be the ultimate responsibility of the Association. The Association may enter any Lot or Common Area and make whatever alterations, improvements or repairs are deemed necessary to provide, maintain, or restore proper Surface Water Management System. The cost shall be a Common Expense. (a) Nothing in this Section shall be construed to allow any person to construct any new water management facility, or to alter any Surface Water Management System, without PAGE 39 16A10 first obtaining the necessary permits from all governmental agencies having jurisdiction, including SFWMD, the Association and the Declarant, its successors and assigns. (f) The SFWMD has the right to take enforcement measures, including a civil action for injunction and/or penalties, against the Association to compel it to correct any outstanding problems with the Surface Water Management System. (g) Any amendment of the Declaration affecting the Surface Water Management System or the operation and maintenance of the Surface Water Management System shall have the prior written approval of the SFWMD. (h) If the Association shall cease to exist, all Lot Owners shall be jointly and severally responsible for the operation and maintenance of the Surface Water Management System in accordance with the requirements of the Permit, unless and until an alternate entity assumes responsibility. Section 2. Non-Lo-011Hty tov Ffiic t uato©rrn o•f Water Lavelso Neither the Declarant or the Association, nor any officer, director, employee or agent of such entities or persons shall have any liability for aesthetic conditions, damage to littoral plantings or direct or consequential damages of any nature or kind caused by the fluctuation of water levels of the lake located within the Property. Section 3. Enuorrcernerit. In addition to any enforcement rights of the SFWMD, the Association shall be entitled to take action against Lot Owners as necessary to enforce the above provisions and any requirements of the Permit. ARTICLE X GENERAL P uVJS ONS Section 1. NonHaf©i[lity of Daclarrant. Declarant shall not in any way or manner be held liable or responsible for any violation of these covenants, conditions, restrictions or other provision by any person other than itself or for failure to enforce these covenants, conditions, and restrictions, in whole or in part. Section 2. Arinendmerfft, Until the Declarant no longer controls the Association and the Class B Membership ceases to exist, the Declarant reserves the right, without consent of any other person, to amend the Declaration for the purpose of correcting a clerical or scrivener's error, or to comply with any applicable governmental law, codes, or regulations, provided that no such corrective amendment shall materially or adversely affect the property rights of any Owner without such Owner's joinder and consent. Such corrective amendment shall be effective upon the Declarant's recording of an executed Amendment to the Declaration in the public records of Collier County, Florida. In Addition, Declarant may, in its sole discretion, by an instrument executed solely by the Declarant and filed of record, modify, enlarge, amend, waive or add to the covenants, conditions, restrictions and other provisions of this Declaration. Notwithstanding any provision to the contrary, the prior consent of any mortgagee who has only a mortgage on any Lot(s) sold to a third party is not required in order to amend this Declaration. In addition to any other rights of amendment or modification provided for in this Declaration, in which case those provisions shall apply, this Declaration may be amended by an affirmative vote of sixty- seven percent (67%) of the Members at a meeting duly called for such purpose pursuant to the Bylaws of the Association. Notwithstanding the foregoing, no amendment may be adopted PAGE 40 16A10 which would eliminate, modify, prejudice, abridge or otherwise adversely affect any rights, benefits, privileges or priorities granted or reserved to the Declarant without the written consent of such Declarant to any such amendment. Additionally, no amendment to this Declaration relating to the operation and maintenance of a Surface Water Management System located within the Property shall be effective without the prior written consent of the SFWMD. Section 3. Duratton. The covenants and restrictions of this Declaration shall run with and bind the land and shall inure to the benefit of and be enforceable by the Association or any Member thereof for a period of twenty-five (25) years from the date hereof. Thereafter they shall be automatically extended for additional periods of twenty-five (25) years unless an instrument in writing, signed by a majority of then Owners, has been recorded within the year preceding the beginning of each successive period of twenty-five (25) years, agreeing to change said covenants and restrictions, in whole or in part, or to terminate the same. Section 4. 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 Associations, 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(a) this Declaration of Covenants, and Restrictions, (b) the Articles of Incorporation, (c) the Bylaws, and (d) any Rules and Regulations promulgated by the Board as authorized herein. Section 5. [ isp utes. In the event there is any dispute as to whether the use of the Property complies with the covenants and restrictions contained in this Declaration, such dispute shall be referred to the Board, and the determination rendered by the Board with respect to such dispute shall be final and binding on all parties thereto. Section 6. Enforcement. (a) Declarant, the Association, or any Owner, their heirs, representatives or assigns, shall have the right to enforce, by proceedings at law or in equity, all restrictions, conditions, covenants, easements, reservations, liens and charges now or hereafter imposed by the provisions of this Declaration, including any provisions regarding the Surface Water Management System, and shall be entitled to recover all expenses, costs and attorney's fees related thereto. Failure by the Declarant, 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. (b) The SFWMD shall have the right to enforce, by a proceeding at law or equity, the provisions contained in this Declaration which relate to the maintenance, operation and repair of the Surface Water Management System as well as any and all other provisions contained in this Declaration that in any way relate to the Permit issued by the SFWMD. The SFWMD's right to enforce this Declaration by proceedings at law or in equity shall survive any dissolution of the Association and may be enforced by SFWMD against the Association and/or the Owner(s). Should the SFWMD bring an action at law or in equity to enforce any provision of this Declaration and should it be determined in any such proceedings that the Association or any Owner(s) breached any of the provisions of this Declaration or failed to completely and timely comply with any of this Declaration, the SFWMD shall be entitled to an award of any attorney's fees and costs incurred in any administrative and appellate proceedings. The SFWMD shall have the right to file a lien in the public records of Collier County, Florida for any such attorneys'fees and costs awarded to the SFWMD by any court or administrative body. PAGE 41 16A10 Section 7. SeverraNliity, Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provisions. All other provisions shall remain in full force and effect. Section 8. IndemnHiicat ori. 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) to which he or she may be a party by reason of being or having been an officer of 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 each such officer and the director free and harmless against any and all liability to the 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. Section 9. 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. Section 10. Confliict, In the event of any conflict among the provisions of this Declaration, the Declarant reserves the right and the power to resolve any such conflict, and its decision shall be final. Section 11. Dissokvtion, In the event of dissolution of the Association, in accordance with the terms of its Articles of Incorporation, each Lot shall continue to be subject to the regular Assessments specified in Article VI and each Owner shall continue to be personally obligated to Declarant or the successor or assigns of the Association as the case may be, for such Assessments to the extent that such Assessments are required to enable Declarant or any such successors or assigns acquiring any real property previously owned by the Association to properly maintain, operate and preserve it. The provisions of this Section shall only apply with regard to the maintenance, operation and preservation of Property which has been Association Property and continues to be so used, for the common use, enjoyment and benefit of the Owners. Section 12. Exceptson, Notwithstanding any provision of this Declaration to the contrary, the Declarant shall have the right to amend this Declaration, from time to time, so long as Declarant owns a Lot within the Properties, to make such changes, modifications and additions therein and thereto as may be requested or required by HUD, FHA, VA, FNMA, GNMA, or any other governmental agency or body as a condition to, or in connection with such agency's or body's agreement to make, purchase, accept, insure, guaranty, or otherwise approve loans secured by mortgages on Lots or any other amendment which Declarant deems necessary provided such amendment does not destroy or substantially alter the general plan or scheme of development of the Property. Any such amendment shall be executed by the Declarant and shall be effective upon its recording the Public Records of Collier County, Florida. PAGE 42 1 6 A 10 No approval or joinder of the Association, other Owners, or any other party shall be required or necessary for such amendment. Section 13. Aeei jnmen2, Declarant shall have the sole and exclusive right at any time and from time to time transfer and assign to, and to withdraw from such person, firm or corporation as it shall select, any or all rights, powers, easements, privileges, authorities, and reservations given to or reserved by Declarant by any part or paragraph of this Declaration or under the provisions of the Plat. Section 14. Witthdr aves]i, Anything herein to the contrary notwithstanding, the Declarant reserves the absolute right to amend this Declaration at any time, without prior notice and without the consent of any person or entity, for the purposes of removing certain portions of the Property from the provisions of this Declaration. Section 15. Warranties. Declarant makes no warranties, express or implied, as to any improvement or infrastructure located in, on, or under the Common Area. Each Owner of a Lot, other than Declarant, by acceptance of a deed or other conveyance of the Lot, is deemed to acknowledge and agree that there are no warranties of merchantability, fitness or otherwise, either express or implied, made or given, with respect to the improvements in, on or under the Common Area, all such warranties being specifically excluded. Section 16. Waiver of Jury That. In the event there is a dispute concerning the rights, obligations or remedies of an Owner or Declarant under this Declaration, such matter will be submitted to a court of competent jurisdiction. DECLARANT AND ALL OWNERS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE CONCERNING THE RIGHTS, OBLIGATIONS OR REMEDIES OF DECLARANT OR ANY OWNER UNDER THE DECLARATION OR ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY COUNTERCLAIMS, CROSS-CLAIMS OR THIRD PARTY CLAIMS) BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS DECLARATION, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. DECLARANT HEREBY CERTIFIES THAT NEITHER ANY REPRESENTATIVE NOR AGENT OF DECLARANT NOR DECLARANTS COUNSEL HAS REPRESENTED, EXPRESSLY OR IMPLICITLY, THAT DECLARANT WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THE FORGOING WAIVER. Section 17. Irnderrunificatiorri. Each Owner agrees to indemnify and hold harmless Declarant, Association, their officers, partners, agents, employees, affiliates, directors and attorneys (collectively, "Indemnified Parties") against all actions, injury, claims, losses, liability, damages, costs and expenses of any kind or nature whatsoever ("Losses") incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect, or consequential, as a result of or in any way related to the Common Areas, including, without limitation, use of waterbodies within the Property by Owners, and their guests, family members, invitees, or agents, or the interpretation of this Declaration and/or exhibits attached hereto and/or from any act or omission of Declarant, Association, or of any Indemnified Parties. Should any Owner bring suit against Declarant, Association, or any of the indemnified Parties from any claim or matter and fail to obtain judgment therein against such Indemnified Parties, such Owner shall be liable to such Indemnified Parties for all Losses, costs and expenses incurred by the Indemnified Parties in the defense of such suit, including attorneys' fees, and paraprofessional fees at trial and upon appeal. PAGE 43 16A10 Notwithstanding anything to the contrary in the Declaration, Articles, Bylaws, Rules and Regulations, or any exhibits thereto, or any other document affecting the Property (the "Governing Documents"), neither the Association nor the Declarant shall be liable or responsible for, or in any manner a guarantor or insurer of, the health, safety, or welfare of any Owner, occupant or user of any portion of the Property, including, but not limited to, residents and their families, guests, lessees, licensees, invitees, agents, servants, contractors, and/or subcontractors or for any property of any such persons. Without limiting the generality of the foregoing: It is the express intent of the Governing Documents that the various provisions thereof which are enforceable by the Association and which govern or regulate the uses of Property have been written, and are to be interpreted and enforced, for the sole purpose of enhancing and maintaining the enjoyment of the Community and the value thereof. The Association is not empowered, nor has it been created, to act as an agency which enforces or ensures the compliance with the laws of the State of Florida and/or County or which prevents tortuous activities. The provisions of the Governing Documents setting forth the uses of Assessments which relate to health, safety, and welfare shall be interpreted and applied only as purposes for the uses of Assessment funds and not as creating a duty of the Association to protect or further the health, safety, or welfare of any person(s), even if Assessment funds are chosen to be used for any such reason. Each Owner (by virtue of his acceptance of title to a Unit) and each other person having an interest in or lien upon, or making a use of, any portion of the Property shall be bound by this Section and shall be deemed to have automatically waived any and all rights, claims, demands and causes of action against Association arising from or connected with any matter for which the liability of the Association has been disclaimed in this Section or otherwise. As used in this Section "Association" shall include within its meaning all of Association's directors, officers, committee and board members, employees, agents, and contractors (including management companies, subcontractors, successors and assigns). Section 18. No'ticas. (a) To Dectarran. Notice to Declarant as may be required herein shall be in writing and delivered or mailed to Declarant at its principal place of business as shown by the records of the Secretary of State of Florida, or at any other location designated by Declarant. (b) To Aee©datiion. Notice to the Association as may be required herein or the Bylaws of the Association shall be in writing and delivered or mailed to the Association at i'ts principal place of business as shown by the records of the Secretary of State of Florida, or at any other location designated by the Association. (c) To Ow.Mer<. Notice to any Owner of a violation of any of these restrictions, notice of assessments or any other notice as may be required herein shall be in writing and shall be delivered or mailed to the Owner at the address shown on the tax rolls of Collier County, Florida, or if not shown thereon, to the address of the Owner, as shown on the deed recorded in the Public Records of Collier County, Florida. PAGE 44 16A10 IN WITNESS WHEREOF, the undersigned Declarant has executed this Declaration this 5th day of December 2024. WITNESSES: SEAGATE NORTH H NAPLES, LLC, a Florida limited liability company By: Seagate Development Group, LLC, a Florida limited liability company, its Manager • ---2 /-i. 5,11‘,1____ By: Print Name: 'Crf702.7 0::4,47.0 Matthew C. Price, Manager Address: 9921 Interstate Commerce Dr. Fort Myers, FL 33913 Print Name: Address: 9921 Interstate Commerce Dr. Fort Myers, FL 33913 STATE OF FLORIDA COUNTY OF LEE The foregoing instrument was acknowledged before me by means of [ X I physical presence or [ ' online notarization, this day of , 202 , by Matthew C. Price, as Manager of Seagate Development Group, LLC, a Florida limited liability company, Manager of Seagate North Naples, LLC, a Florida limited liability company. He [ X ] is personally known to me or[ ] produced a driver's license as identification. ..--�-- [NOTARY SEAL] _ 1 f{ - w=-- -- =—.. ,NOTARY PUBLIC `/ 1 6 ..... NE IHEVZNUMBOL ¢fir F �j M/COMMISSION,"1-1I9a2'S lit tinted Name: 1 ',�TL ; r' r !Commission Expiration: r'. aI c:�oc �Ori `'„ ids:June 2.1 2025 h k �� v, e:nP�� i ,, ds,d 7hru Notary P011e Undert�iter0 '. PAGE 4.5 16A1C EXHIBIT "A" Legal Description All of the property within the Plat of Opus Stone, as recorded in Plat Book , pages_through_, Public Records of Collier County, Florida. 16A10 I EXHIBIT "B" Articles of Incorporation See Attached 16A10 1 __ _ . fl.. t. ,. :_____.__ _., .Z3 00v (1- . ' _ vi _4_040. ....._1 (Requestor's Name) Fr I1 1II i1 1,1ilL fIV l t( I � I I I 1 I (i J , I[. hill ii iH(Address) 1 00419284241 (Address) (City/State/Zip/Phone tE) ® PICK-UP © WAIT 0 MAIL l 2:1 I.1};,/2::--011117--111:l::i oi.70.00 (Business Entity Name) (Document Number) Certified Copies Certificates of Status r.a _> v a Special Instructions to Filing Officer: .• t 0 ril 1 i i n Office Use Only 16A10 CORPORATE When you need ACCESS to the world INC. 236 East 6th Avenue. Tallahassee, Florida 323($ P.O. Box 37066 (32315.71;66) - (850)222-2666 or (804)) 996)-1666. Fax (850) 297.1666 WALK IN PICK UP: BROOK 12/6 CERTIFIED COPY XX PHOTOCOPY CS XX FILING INC 10 OPUS STONE HOMEOWNERS' ASSOCIATION, INC. (CORPORATE NAME AND DOCUMENT#) 2. (CORPORATE NAME AND DOCUMENT fit) 3 (CORPORATE NAME AND DOCUMENT #) 4. (CORPORATE NAME AND DOCUMENT#)P 50 (CORPORATE NAME AND DOCUMENT #) 6. (CORPORATE NAME AND DOCUMENT#) SPECIAL INSTRUCTIONS: 16A10 • ARTICLES OF INCORPORATION! OF OPUS STONE HOMEOWNERS' ASSOCIATION, INC. The undersigned, as Declarant and incorporator, executes and adopts these Articles of Incorporation for the purposes set forth below. ARTICLE i NAME The name of the corporation, herein called the "Association," is Opus Stone Homeowners' Association, Inc_, and its principal address is: c/o Seagate North Naples, LLC, 9921 Interstate Commerce Drive, Fort Myers; FL 33913. ARTICLE II PURPOSE AND POWERS The purpose for which the Association is organized is to provide an entity pursuarEto Chapter 617 of the Florida Statutes for the operation and maintenance of certain Common Property and facilities serving the property that has been or will be submitted to that certain Declaration of Covenants, Conditions, and Restrictions for Opus Stone, to be recorded in the Public Records of Collier County, Florida (the "Declaration"). Except as may be otherwise provided herein, the terms used herein shall have the meaning as provided in the Declaration. The Association is organized and shall exist upon a non-stock basis as a corporation not-for-profit under the laws of the State of Florida, arid no portion of any earnings of the Association shall be distributed or inure to the private benefit of any member, director or officer of the Association. For the accomplishment of its purposes, the Association shall have all of the common law and statutory powers and duties of a corporation not-for- profit except as limited or modified by these Articles, the Declaration, the Bylaws of the Association, and Chapter 617, Florida Statutes, as it may hereafter be amended, including but not limited to the following powers: (A) To make and collect assessments against Members of the Association to defray the costs, expenses and losses of the Association, and to use the proceeds of assessments in the exercise of its powers and duties. 16A10 (B) To acquire (by gift, purchase or otherwise), own, hold and improve, build upon, operate, maintain, convey, sell, lease, transfer, or otherwise dispose of real and personal property in connection with the affairs of the Association. (C) To protect, maintain, repair, replace and operate, in perpetuity, the Surface Water Management System as approved by Collier County and/or the South Florida Water Management District, which specifically includes conservation area(s) and may include, without limitation, lakes, retention areas, landscaping, conservation easements and areas, culverts and related appurtenances. (0) To protect, maintain, repair, replace and operate all Common Areas and Association owned real and personal property. (E) To purchase insurance upon the Association property for the protection of the Association and its members. (F) To reconstruct the Common Areas and Association property after casualty and to make further improvements of the Surface Water Management System. (G) To make, amend and enforce reasonable rules and regulations related to the operation, use, maintenance, management and control of the Common Areas, the Surface Water Management System, and the Association. (H) To enforce the provisions of the Declaration, these Articles, and the Bylaws, and any rules and regulations of the Association. (I) To contract for the management, operation, and maintenance of the Common Areas and any corresponding infrastructure dedicated to the Association, including, but not limited to, the Surface Water Management System, and to delegate any powers and duties of the Association in connection therewith except such as are specifically required by the Declaration to be exercised by the Board of Directors or the membership of the Association. (J) To employ accountants, attorneys, engineers, and other professional consultants to perform the services required for proper operation of the Association. (Kr) To borrow or raise money for any of the purposes of the Association: to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable instruments and evidences of indebtedness; and to secure the payment of 2 16A10 any thereof, and of the interest thereon, any mortgage, pledge, conveyance or assignment in trust, of the whole or any part of the rights or property of the Association, whether at the time owned or Thereafter acquired. (L) To sue and be sued. (M) To accept easements over certain real property so long as such easements are for the benefit of the members of the Association as determined by the Board of Directo►s to be in accordance with the Declaration and/or a requirement of the County or the South Florida Water Management District. All funds and the title to all property acquired by the Association shall be held for the benefit of the members in accordance with the provisions of the Declaration, these Articles of Incorporation and the Bylaws. ARTICLE III MEMBERSHIP (A) The Members of the Association shall consist of all record owners of a fee simple interest in one or more Lots within the real property submitted to the Declaration. (B) The share of a Member in the funds and assets of the Association cannot be assigned or transferred in any manner except as an appurtenance to the Lot owned by that Member. (C) The Members shall be entitled to the number of votes in Association matters as set forth in the Declaration. The manner of exercising voting rights shall be as set forth in the Declaration. ARTICLE IV TERM The term of the Association shall be perpetual. 3 16A10 • ARTICLE V BYLAWS The Bylaws of the Association may be altered, amended, or rescinded in the manner provided therein. ARTICLE VI DIRECTORS AND OFFICERS (A) The affairs of the Association will be administered by a Board of Directors consisting of the number of directors determined by the Bylaws, but not less than three (3) directors, and in the absence of such determination shall consist of three (3) directors. (B) Directors of the Association shall be elected or appointed by the Members in the manner determined by the Bylaws. Directors may be removed and vacancies on the Board of Directors shall be filled in the manner provided by the Bylaws. (C) The business of the Association shall be conducted by the officers designated in the Bylaws. The initial officers shall be as stated in these Articles and shall be appointed by Declarant until Turnover (as defined in the Declaration). Following Turnover, the officers shall be elected by the Board of Directors at its -first organizational meeting following Turnover, and shall serve until the next Annual Meeting of the Board of Directors or until their successors are duly qualified and elected. ARTICLE VII AMENDMENTS Prior to Turnover, Declarant may amend these Articles unilaterally without the joinder and consent of any other Owners for any purpose Declarant, in its sole discretion, deems necessary or desirable to further its development objectives. Following Turnover, amendments to these Articles shall be proposed and adopted in the following manner: (A) Proposal. Amendments to these Articles may be proposed by a majority of the Board of Directors or by petition in writing, signed by the Members representing at least 20% of the voting interests of the entire membership. 16A10 • amendments shall be submitted to a vote of the Members not later than the next membership meeting for which proper notice can be given. (C) Vote Rewired. Except as otherwise provided by law, or by specific provision of the Declaration, these Articles may be amended at a meeting duly called for such purpose pursuant by an affirmative vote of a majority of the total voting interests of the Association, or by approval in writing of a majority of the total voting interests of the Association without a meeting. Notwithstanding the foregoing, no amendment may be adopted which would eliminate, modiify, prejudice, abridge or otherwise adversely affect any rights, benefits, privileges or priorities granted or reserved to the Declarant without the written consent of such Declarant to any such amendment. Additionally, no amendment to these Articles relating to the operation and maintenance of a Surface Water Management System located within the Property is effective without the prior written consent of the SFWMD. No amendment shall be made that is in conflict with the Declaration. (D) Effective Date of Future Amendments. An amendment shall become effective upon tiling with the Secretary of State and recording a certified copy in the Public Records of Collier County, Florida. ARTICLE VIII DIRECTORS The officers and directors of the Association to replace the Officers and Directors named in the initial Articles of Incorporation shall be: Tim Byal - President/ Director 9921 Interstate Commerce Drive Fort Myers, FL 33913 Keith Norton - Vice President & Secretary / Director 9921 Interstate Commerce Drive Fort Myers, FL 33913 Kim Ackley - Treasurer/ Director 9921 Interstate Commerce Drive Fort Myers, FL 33913 5 1 6A I 0 CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED In compliance with the laws of Florida, the following is submitted: First, that Opus Stone Homeowners' Association, Inc., has named Jeff Ward, as its statutory Registered Agent. Having been named the statutory Registered Agent of the above corporation at the place designated in this Certificate, I hereby accept the same and agree to act in this capacity, and agree to comply with the provisions of Florida law relative to keeping the registered office open, and I accept the obligations pursuant to the applicable Florida Statutes, 4-7 By(/Je Wird- reate: 2-- 16A10 ARTICLE IX REGISTERED AGENT The registered office of the Association is 9921 Interstate Commerce Drive, Fort Myers, FL. 33913. The registered agent at said address is Jeff Ward. -tl"he registered agent shall maintain copies of all permits issued by the South Florida, Water Management District for the benefit of the Association. ARTICLE X DISSOLUTION In the event of dissolution of the Association, the Association shall have the power to dedicate the operation and maintenance of the Common Areas and corresponding infrastructure, including but not limited to the Surface Water Management System, to an appropriate agency of local government for purposes of operating, and maintaining said common property in accordance with the Declaration and the County or South Florida Water Management District requirements, or if not accepted by such local agency, then the Common Areas and corresponding infrastructure shall be dedicated to a successor or similar non-profit corporation. WHEREFORE the Declarant has caused these Articles to be approved as of the date of its signature below. Seagate North Naples, LLC, a Florida limited liability company By: Seagate Development Group, LLC, a Florida limited liability company, its Manager By: y: Printed r me: William G. Price, Jr. Its: Manager Date: 1 "i' / / 7--o23 en 16A10 --- - „op •_ _ ocoo zulai Ai (Requestor's Name) t ! � (Address) a • 1 (Address) # �• /`" \A—QJCSI (City/State/Zip/Phone ) l,I t;'1.3/24--i_l i i ft_L '-1_6 4476.60 © PICK-UP WAIT fl MAIL (Business Entity Name) ° (Document Number) • pertrfred Copies Certificates of Status 3 Special Instructions to Filing Officer • .. •v =m. d • - Office Use Only ci tJ TS- • R APSE �J, r. 16A10 Articles of Amendment Articles of Incorporation . IL E of OPUS STONE HOMEOWNERS'ASSOCIATION. INC. 2094 JIJ1 1 7 API 9: 25 (Nance of Corporation as currently filed with the Florida Dept. of State) - -� N23000014640 I. • :? t • (Document Number of Corporation (if known) Pursuant to the provisions of section 617.1006, Honda Statutes,this Florida:1'o1 For Profit Corporation adopts the hallowing. amendment(s)to its Articles of Incorporation: A. If amending name.enter the new name of the corporation: The new name must be distinguishable and contain the word "corporation"or "incorporated"or the abbreviation "Corp. "or 'Inc. " "Comparty"or-Co."map•not be used in she name. B. Enter new principal office address, if applicable: (Principal office address MUST BE A STREET ADDRESS) C. Enter new niailino address,if applicable: (Mailing address MA Y BE A POST OFFICE BOX, D. If amending the registered agent and/or registered office address in Florida, enter the name of the new registered :agent and/or the new registered office address: Naune 41New Registered Agent: (Florida street address) New Reeisre.,ed Office Address: , Florida (City) (Zip C.nde) New Registered Agent's Signature.if changing Registered Agent: l hereby accept the appointment as registered agent. I am fismiliar with and accept Me obligations of the position. Signature of New Registered Agent. if changing 16A10 If amending the Officers and/or Directors, enter the fide and name of each officer/director being removed and tide. name and address of each Officer and/or Director being added: (Attach additional sheets. if necessary) Please mote the c.flicer/director title be the first letter of the office title: P =President; t"= Vice President: T= Treasurer;S=Secretary; D= Director: TR= Trustee: C= Chairman ur Clerk:CEO = Chief Executive Officer; CFO =Chief Financial O/Jicer. If an officer/director holds mnre than one title. list the first letter of each olf ice held. President, Treasurer, Director would he PTD. Changes.should he noted in the follvwleg manner. Cup-entlr John Doe is listed a.c the PST and Mike Jones is listed as the V. There is a change. Mike Janes leaves the corporation, Salle Smith is ruined the V and S. These.should he noted as John Doe PT as a Change, Mike Jones, V as Remove, and Sally Smith, SI'as an Add. Example: X Change PT John Doe X Remove V Mike Jones X Add SV Sally Smith Terre of.Action Title Name Address (Check One) 1) Change VPSD Keith Norton 9921 Intersate Commerce Dr. Add Fort Myers.FL 33913 Remove 2) Change VPSD Andy Gastineau 9921 Interstate Commerce Dr. Add Fort Myers, FL 33913 Rcmovc 31 Change Add Remove 4) Change _ Add Remove S) Change Add Remove 61 Change Add Remove E. If amending or adding additional Articles,enter change(s)here: (attach additional sheets, if necessary). (Be.specific) 16A10 • The date of each amendment(s) adoption: _ ,if other than the date this document was signed. July 19,2(124 Effective date if applicable: (no more than 90 days after amendment file date) Note: If the date inserted in this block does not meet the applicable statutory filing requirements, this date will not he listed as the document's effective date on the Department of State's records. Adoption of Asneadment(s) tCH CK ONE) 0 The amendt-nent(s) wash.vere adopted by the members and the number of votes cast for the amendment(s) was/were sufficient for approval. 16A 1 ( • ® There arc no members or members entitled to vote on the arnendment(s). The amendment(s) was.1were adopted by the board of directors. July 16, �02w Dated / Signature (By the dial tan or vice chairman of the board, president or other officer-if directors have not been selected, by an incorporator—if in the hands via receiver, trustee, or other court appointed fiduciary by that fiduciary) Tim Byal (Typed or printed name of person signing) Chain;ban/President (Title of person signing) 16A10 EXHIBIT "Coo Bylaws 16A10 BYLAWS OF OPUS STONE HOMEOWNERS' ASSOCIATION, INC. 1. GENERAL. These are the Bylaws of Opus Stone Homeowners' Association, Inc., a Florida not-for-profit corporation, hereinafter the "Association", established perpetually for the purpose of maintaining operating, managing, protecting, preserving, and improving the real property subject to the Declaration of Covenants, Conditions, Restrictions, and Restrictions for Opus Stone, as amended, supplemented, and/or restated from time to time (the "Declaration"). The Association shall have all powers as set forth in the Declaration, the Articles of Incorporation for the Association, and as otherwise set forth in Section 617.0302, Florida Statutes, and Chapter 720, Florida Statutes. 1.1 Principal Office. The principal office of the Association shall be at do Seagate North Naples, LLC, 9921 Interstate Commerce Drive, Fort Myers, Florida 33913, or at such other place in Lee or Collier County, Florida, as the Board of Directors may determine. 1.2 Seal. The Association shall not have an official seal. If any document needs to be signed and a seal affixed to cause such document to be valid, the words "Corporate Seal" surrounded by parenthesis shall be sufficient to constitute a corporate seal. 1.3 Applicability. All Lot Owners, their respective families, invitees, guests and lessees are subject to these Bylaws, the Articles of Incorporation of the Association, and the Declaration. 1.4 Definitions. The terms used herein shall have the same definitions as stated in the Declaration. 2. MEMBERS. 2.1 Qualification. The Members of the Association shall be the record owners of legal title to any Lot that is subject to the Declaration. Membership shall become effective upon the recording, in the Public Records of Collier County, of a deed or other instrument evidencing legal title to the Lot in the Member. 2.2 Voting Rights; Voting Interests. The Members of the Association are entitled to vote as provided for in Article Ill of the Declaration. The vote of a Member shall not be divisible. 2.3 Chance of Membership. A change of membership in the Association shall he established by the new Member's membership becoming effective as provided in 2.1 above; the membership of the prior Owner shall thereby be automatically terminated. 2.4 Termination of Membership. The termination of membership in the Association does not relieve or release any former Member from liability or obligation incurred under or in any way connected with the Property during the period of his/her membership, nor does it impair any rights or remedies which the Association may have against any former Owner or Member arising out of or in any way connected with such ownership and membership and the covenants and obligations incident thereto. � d� �&� �� w �� w �� J. MEMBERS K8EET|NGG� VOTING. 3A AnOU8/ K8eebnQ. The Members shall meet at least Once /n each calendar year and such meeting shall be the annual meeting. Membership nneaUOQs shall be held in Lee 0r Collier County, Florida, each year Bia. day, place and time designated by tile Board OfDireoio[s f h Orthe purpose Ofe|�C(/ng Djn*CtOnS and transacting any oilier business duly authorized to be ` transacted by the Members. In -tile diSonyiiQn of the Board Of Directors, meetings Of Lhe Members (both Annual and 8peCio/\ may be held by means of B real-time `ideQoOnfanenning service (including via Zoom,n. MicrosoftMicrosoftTeams, or similar p|@tfQ/rn) i� lieu of r /n addiUDn 'toa O physical rDeeting |Ocai/DO. /\ KUenOber's participation in a Dles` " ~ Q � via -telephone, real-time videoconfenanCing. Or similar n8e|-hnne e|ect rn nonio 0r video corn-DiceUOn s''~°/| be ^onaiue rBu a8Gndance in person, and counts iovvard e quoruno and such Member. �m er may vote aSifphysically present 1ovote in pe/sOn, provided that reasonable proof of identification from such Member rnay be requested and required by tile Board of Directors. —d-- recordings, audio recordings,8nd other electronic fnrnBiS Sh@|/ be kept as Official Records Only Until such tinne that theA3aoCiat/on may transcribe the writian record or meeting D|nuiea' at which time the e|eCiron/ofornoiO@ybede|eted. 3.2 Soecia| Me0berB Meetings. Special Members meetings shall be held whenever called by the PneSiden1. Or by a majority of -the Board of Directors, and may also be called by twenty percent (2O96) Of ih� �Wern `ens entitled to vOia as provided in the Declaration. Such requests shall be in m/rib 'ng shall state the signed by all the Members making the PurPn�� or purposes of the meeting, and nhe|| be nQ � request. Business at any special meeting Gh8/| be limited -to the items Sp8ciOed in the request and contained in the notice of meeting. 3.3 Notice 0fK4eehnQs. Notice of all Members meetings shall state -the � � b ne»^` date,and purpose of the neaUng. The notice shall be mailed to each Member, unless va/veuinwriting, at his -address as it appears On the booha of the Association, e|eCtroni"e||ytnans / iieu1o (hOse Members who have consented in writing to receive notice by electronic transmission, or/nay be furnished by personal de(ivery. The Member bears the responsibility for noU0ngzOeAssociation of any change of address, electronic mailing address, ~' facsimile number. // eDoUCe shBUbenBUedOr delivered Gt least foU�een (14) days prior �~ the date °fthe meeting.Nct/o8 of Bmeeting, if nBi|ed, shall be deenned to be properly given when deposited in theUOited States DBi/. -first C|a3s, postage prepaid and addressed nolDe Member at his post officeaddreas as it appears in the records Of the Association. An affidavit of the officer making Such delivery shall be retained in the Association records as proof of such delivery of notice. Notice of any meeting may be waived inwriting by any Member. Notice Of any mneeting may "e =Bivedby 8BDbenS before Or after themeeting and the attendance Of any Member or Pr0� Sh8U constitute such NembGr's waiver Of notice Of such meeting, except when his ~^t^""a'~= is /m1he express purpose of objecting at the beginning of themeeting to -the transaction ~' business because the meeting isnot lawfully called. 3.4 AdiOurnedK8eebmis. Any duly called meeting of the Members may beadjourned to be reconvened at o later time by vote Of the majority�oritv of the voting interests present, regardless of whether a quOrquorumhabeen attained. Unless' the Bylaws require otherwise, adjournment Of annual Or special meeting iO a different date, -time Or place must be 8n^'"`|no�` at dh-t meeting before an adjournment is taken, or notice must be given of the nevi date,"" Unl=u or place pursuant to Section 3.3 of these Bylaws. Any business that nnigh� have been t'=''^8ci"� on the original date of the meetingmeetingmay be transacted at the adjourned [ne8tiOg. �" PAGE 16A10 3.5 Quorum. A quorum at a Members' meeting shall be attained by the presence, either in person or by proxy, of thirty percent (30%) of the total voting interests at all annual and special meetings. 3.6 Vote Required. The acts approved by Members representing a majority of the votes present in person or by proxy who are entitled to vote at a meeting at which a quorum has been attained shall be binding upon all Members for all purposes, except where a higher vote is required by law or by any provision of the Declaration, these Bylaws or the Articles of Incorporation of the Association. Any action required or permitted to be taken at an Annual or Special Meeting of Members may be taken without a meeting, without prior notice, and without a vote if the action is taken by the Members entitled to vote on such action and having not less than the minimum number of votes necessary to authorize such action if a meeting were to be held at which all Members entitled to vote on such action were present and voted. In order to be effective, all Members entitled to vote shall be given written notice of the proposed action and the opportunity to consent, and the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving Members having the requisite number of votes and entitled to vote on such action, and delivered to the Association by delivery to its principal office in this state, its principal place of business, the corporate secretary, or another officer or agent of the corporation having custody of the book in which proceedings of meetings of Members are recorded. Written consent shall not be effective to take the corporate action referred to in the consent unless the consent is signed by Members having the requisite number of votes necessary to authorize the action within 60 days of the date of the earliest dated consent and is delivered in the manner required by this section. 3.7 Proxy Voting. Votes may be cast at a meeting either in person, by proxy, or by written ballot, in the discretion of the Board of Directors. A proxy may be given by any person entitled to vote, but shall be valid only for the specific meeting for which originally given and any lawful adjournment of that meeting. No proxy shall be valid for a period longer than ninety (90) days after the date of the first meeting for which it was given. Every proxy shall be revocable at the pleasure of the person executing it. To be valid, a proxy must be in writing, dated, signed by the person authorized to cast the vote for the lot, specify the date, time and place of the meeting for which it is given and the original must be delivered to the Secretary at or before the appointed time of the meeting. Holders of proxies need not be Members. No proxy shall be valid if it names more than one person as the holder of the proxy, but the holder shall have the right, if the proxy so provides, to substitute another person to hold the proxy. 3.8 Order of Business. The order of business at Members meetings shall be substantially as follows: (a) Call of the roll or determination of quorum; (b) Proof of notice of meeting or waiver of notice; (c) Reading or disposal of minutes of last meeting; (d) Reports of officers, committees, and employees or agents; (e) Election of Directors (annual meeting only); (f) Unfinished Business; (g) New Business; PAGE 3 16A10 (h) Adjournment. 3.9 Minutes. Minutes of all meetings of Members and of the Board of Directors shall be kept in a businesslike manner and available for inspection by Members or their authorized representatives and Board Members at all reasonable times and for a period of seven (7) years after the meeting. Minutes must be reduced to written form within ninety (90) days after the meeting at which they were taken. ?. BOARD OF DIRECTORS. The administration of the affairs of the Association shall be by a Board of Directors. All powers and duties granted to the Association by law, as modified and explained in the Declaration, Articles of Incorporation, and these Bylaws, shall be exercised by the Board, subject to approval or consent of the. Members only when such is specifically required by law or the Declaration, Articles, or Bylaws. 4.1 Number and Terms of Service. The number of Directors which shall constitute the whole Board of Directors shall be three (3), who shall initially be appointed by the Declarant. The number of Directors may be increased or decreased unilaterally by Declarant prior to Turnover and thereafter by a resolution of the Board of Directors, provided that the number of directors is never less than three (3) or more than five (5). Until Turnover, the Declarant shall have the right to designate all of the initial members of the Board of Directors, who need not be members of the Association. The Declarant shall be entitled to elect at least one member of the Board of Directors as long as the Declarant holds for sale in the ordinary course of business at least 5 percent of the Lots. After the Declarant relinquishes control of the Association, the Declarant may exercise the right to vote any Declarant-owned voting interest in the same manner as any other Member, except for purposes of reacquiring control of the Association or selecting the majority of the members of the Board of Directors. Thereafter, Directors shall be elected for a one (1) year term or until their respective successors are elected or appointed. A Director shall serve until the annual meeting at which his successor is duly elected, unless he sooner resigns or is recalled as provided in 4.5 below. Directors shall be elected by the Members at the annual meeting or, in the case of a vacancy, as provided in 4..4. below. 4.2 Qualifications. After Turnover, each Director shall he a Member of the Association, or a spouse, officer, director, partner, member, manager, agent or employee of a Member of the Association, or may be an appointee of Declarant as long as the Declarant holds for sale in the ordinary course of business at least 5 percent of the Lots. 4.3 Nominations and Elections. Election of directors, including the election of directors to fill the vacancies created by the transition of control from Declarant to the Class A Membership ("Turnover Meeting"), shall be governed by the following provisions. Each election of directors shall be held at, or in conjunction with, an annual meeting of the Members or at a special meeting called for that purpose. Election shall be decided by a plurality of the votes cast by written ballot, whether in person or by mail. There shall be no quorum requirement; however, at least ten percent (10%) of the eligible voters must cast a ballot in order to have a valid election for the Board of Directors. (a) Fh'e RN*t1ce and Mtert to be a Candidate Form. A First Notice of Meeting will be sent at least forty (40) days in advance of the meeting, together with an Intent to be a Candidate form for Members to complete and return to nominate a candidate to the Board of Directors. The notice will be sent to the last known address of the Member, or to the Member's electronic mailing address if that Member has opted into receiving electronic notices. The Intent to be a Candidate form must be completed and received by the Association no less than twenty (20) days prior to the date of the meeting at which the election is to be held. It is the PAGE 4 1 �� n� �� 0 obligation and responsibility of 'the Member -to confirm that the Intent to be a Candidate fomn m/aG received by the Association. Unless [thmnmiae aQm28d by the Outgoing Board of Directors, nominations from the floor will not be permitted. An e|aCiiOD shall only be held iflhere are more candidates than vacancies; in the event there are f8Vve[ candidates than vGCaDcieG, the candidates shall automatically be seated at the meeting 0fChe members. /b\ 86zcould Notice Gi khozang eand Wri-dzn Sa0Uot. Asecond 0emUnQ notice will be sent to the Members 81 |e@8i fourteen (14) days prior to ihe meeting offlh-a members. In the event an election is neceSsary. B written ballot shall be included in the nn@i| ou[ m/iih the Second Notice. Class A Members will receive one vote for each Class A vacancy arid, until such 'time that the Class A Members -ore entitled tOelect a majority oftheBoard. nnayOn|yvoi6oOihe Class MeDlbersaa\(o) to be elected. |n the event that no election will be held due iVthe number of candidates being equal to or |BSS than the number ofvacancies, a Second Notice Of Meeting must still be mailed at least fourteen (14) days prior-to the. meeting Of the members. 4.4 Vacancies on the Board. If-the Office of any Director or Directors becomes vacant for any reason, a majority of-the remaining Directors, 'though less than a quorum, ohG|| promptly Choose a SuCoassO/ or successors who shall hold office uOU| the neXi @nnUB| meeting. At the next annual meeting, -the Members she{! elect 8 person or persons to fill the remaining Unexpired term or terms, if -any. If for any reason there shall arise circumstances in which no Directors are serving end the entire Board is vacant, the Members shall elect successors 8ta 3peoia| rnee-bng. Any Board vacancies Gsto Board positions controlled by -the OGd8r8n{nmaybe replaced by the Declarant. 4.5 Removal of Directors. Any Or G!| Dimsu\Oro, exCepi those appointed by Deu|anant, may be removed with or without cause by a majority vote of the entire nnenoberohip, either by a written petition or at any noeabng called for that purpose. subject to Section 4.165 herein. If meating is held ora petition is filed for the removal of more than one Director, the question shall bG determined separately aaLu each Director sought tobaremoved. 46 Organizational Meeting. The organizational meeting ofa new Board of Directors shall be held within 'Len (10) days after the election of new Directors at such place and time -cis may be fixed and announced by the Directors atthe annual meeting at which theyvvereelected. 4.7 Oihe[ k4eehnqB. Meetings Of the Board may be held at suoh time and place in Lee or Collier County, Florida, as shall be determined from time to time by the PmesidGn1Qra majority of the Directors. NOUCa Of meetings 8hG|| be given iO each Direotor, personally or by 0ai/, te!ephOn8, electronic mai|, or facsimile, at least two (2) days prior to the day named for such meeting. Meetings Of -the Board of Directors may be held by means Of B real-time videoConfSrencing service (including via Z0Onn. MicrOmoft Teanls. or similar p|8tfOrDl\ in lieu of or in addition to a. physical meeting location. A Director's participation in meeting via telephone, real-time videocoOferSOoing, or similar real-time electronic Or video communication shall be considered attendance in person, and counts toward 8quOru[D, and such Director may vote a5 if physically present to vote in perGon, provided that reasonable proof Ofidentification 00m such Director may be requested and required by a majority of the Board Of Directors. Video recordings. audio recordings, and other electronic formats shall be kept as Official Records only UnU| such time thetthe Association may transcribe the written record or meeting nninUies, at which time the electronic format may be deleted. 4.8 Notice to [)xYUero. Meetings of the Board of Directors Ghe|| be open to Members, except -cis provided in Chapier720. Florida Statutes, for certain 0eebnQa between the Board and its attorney Jrmeetings to discuss personnel matters, and OO1iCe5 of all Board meetings PAGE 1 �� 0k � �� . . - shall be posted conspicuously on the pnopehv at least fo ' ight (48) hours in advance Ofeach Board rn8eUOg, except in an emergency. Notice of any Board meeting where AssesSnlenis against Lots are to be considered for any naaamn Sha|1 SpeCi-lica||y contain 8 statement that Assessments will be considered and the nature of the Assessments. No Other notice of the proposed agenda need be given. The right of Owners to oftend does not include the right tn participate unless invited lDdOso. |n lieu Df posting a notice of' Board meetings, -the Association may provide a. schedule of Board nnSaiing9 and deliver such schedule to all Members by rm8i|, hand-delivery or electronic tronsrni3siOn. Or the Association may mail or deliver notice of a Board meeting to each nnennbe/ oL least 7 days before the nneeUng, exoepiin an emergency. Notwithstanding -this general notice requirement, in the alternative, the Board may publish notice ofits board meetings in e Publication or general cirou|Q- bOn in Collier County, Florida that is published in Collier Couniy, Florida. Such published notice shall be made in at least two consecutive publications prior to the meeting ofvveeldy newspapers Or for five /5\ con3eSuiive clays priOrto the meeting for daily newspapers. 4.0 Waiver ofNotice. Any Director may waive notice of meeting before or after-the OOeehO8, and such waiver shall be deemed equiva|--nitO the giving of notice. If all Directors are present aia noeating, no notice to Directors shall be required. 4.10 {}unrunn of Directors. A quorum at a Board meeting 8he|| be attained by the presence in person of a majority of all Directors. Directors may participate in any meeting of the Bo8rd. Or meeting of an executive or other committee, by means of conference telephone oa|| or similar communicative arrangement whereby all persons present' can hear and speak to all other persons. Participation by such nneBnS ShG|| be deemed equivalent to presence in person at a meeting. Directors rn-ay not vote or participate by proxy at Board meetings. 4A1 Adjourned W1eaUnqa. If at any meeting of the Board of DireCiOrs, there is less than e quorum present, the majority of those present may adjourn the meeting from time to time until a quorum is present. At any adjourned nneeiing, any business -that might have been transacted at the meeting as originally called may be transacted without further notice. 4.12 Vote Reouired. The acts approved by a majority of those Directors present' and voting at a rneeiing at which o quorum has been attained Sh@|} Con3ti1ute the Bc(a of the Board of Directors, except when approval by a greater number of Din3Cion; is required by the [}edanaUOn or by applicable sLatUtSS. Action required or permitted to be token at a Board of Directors' meeting or committee meeting may be 1aken without a meeting if the 8CiiOn is 'taken by all Members ofihe board or of the cornmiiteza. The action must be evidenced by one or more Vvriften consents describing the action faken and signed by each Director or committee Member. Action taken under this 3eCUOn is effective when the last Director signs the consent, unless the consent specifies a different effective date. /\ consent signed under this section has the effect ofa meeting vote and may be described aa such in any document. 4.13 Presumption of Assent. A Director who is present at a meeting of the Board shall be deemed to have voted in favor of any action taken. Un|88s he voted against such action or abstained from voting because OfGn asserted conflict ofinterest. 4.14 The Presidinq Officer. The President of the Association, or in his/her absence tile viCe-F»re8ident, mhB|| be the presiding OUiCe[ at all noeeUnOS of the 8O@pd of Directors. If neither is present, the presiding ODiCe/ shall be selected hy majority voteofthosepresent 4.15 Compensation Of Directors and Officers. Neither Directors nor officers $ha|( receive compensation for -theirservices as such unless compensation -f§rtheir services is first PAGE approved by B\ least 8 majority of-the voting interests. Directors and officers shall be rei0bVrmed for all aCiUa| and proper out-of-pocket expenses mS|GtiDg to ilia proper discharge Of 'their reGpeoiiveduUeS. 4.16 COnnrni8eas. The Board of Directors may, by naS0|utiOD. appoint-from time to time sUch standing or temporary CornrOiiiees as the Board nlaydeern necessary and convenient for the ef7iciani and effective operation of the Aasooi,@Uon. Any such committee sha|l have the pOvvenaanddUtiesassignedtoiiin1hereSo|uiiono[aatingtheonr0nniitee. 4.17 Declarant Appointed Directors. Nobmithstanding cany[hing in this Article 4 to the contrary, the Deo|arani Sho|| be entitled to appoint all Directors to the Board until Turnover, subject to -the right of the Members other than Declarant to elect one (1) Member of the Board of Directors upon the conveyance of2i least fifty percent (5096) O[the LOiS, as set forth in SeCUOO 10.5. below. As long as the OBC|BrBnt holds for sale in the ordinary course Of business at least five percent /5Y6\ 0fthe Lots, Declarant shall be entitled to elect at least one (1) Director tothe Board. 4.18 {}ornQensation. NO Director shall receive compensation for serving in such capacity; pnov|ded, hovvever, this shall not be constructed to preclude a Director from serving the Association in any other capacity (other than -cis an officer) and receiving compensation therefore. The compensation of all employees of ilia Association shall be fixad by the Board Of Directors. 4A9 Powers and Duties. Except as Othenwise provided herein, by |avv, in the Dao(areUOn, or in the /4rtio|ea. all of the powers and duties of-the Association shall be exercised by the Board of Directors. 4.20 Place of MeeUn0s. Notwithstanding anything contained herein to -the contrary, any [neaUng of Members or Directors may be held at any place within the State of Florida. 4.21 Proviso. Notwithstanding anything C0Ot'ained herein to 'the contrary, the Directors shall not have the right Or authority -to do any act ortake any actions wherein the same vvUu!d limit, nnodify. Or abridge the righiS, privi|eges, and immunities of the Dedanant. es set forth in the DeC|Br8U8n. the Articles or these Bylaws. 5. OFFICERS. 5.1 Officers and Elections. The executive oOiCerS Of the ASSOCiabDO Sh3|| be 8 President, a Vice-PnBsidBn1. a Treasurer and -a Secretary, all of whom shall be elected annually, after TurnOver, by the Board Of Directors. The Bo-ard may, from time to time, elect other officers and designate appropriate pOVvarS and duties to 'them. Officers need not be Members or representatives Of Members. Any person may hold two or more offices except that the Pr8sideni shall not be served by the same person serving as thS Secretary. Any officer may be removed with Or without cause by vote of majority of all Directors at any meeting. The Board may, from time to time, -appoint such oiher officers, and designate their powers and duheS, as the Board shall find tJbe required -to manage the affairs of the Association. 5.2 President. The President shall be the chiefexleCutivS officer of the Association; he/she shall preside at all meetings Of the Members and Directors; 8hB|| be an ex-offioiO Member of all standing committees; oho|) have general and active management of the business of the Association; and shall see 'that all orders and resolutions Of the Board are carried into effect. He/she shall execute all documents requiring seal of'the Association, exue ' where such PAGE 16A1CI are permitted by law to be otherwise signed and executed, and the power to execute is delegated by the Board of Directors to some other officer or agent of the Association. 5.3 Vice-President. The Vice-President shall in the absence or disability of the President perform the duties and exercise the powers of the President, and he/she shall perform such other duties as the Board of Directors shall assign. 5.4 Secretary. The Secretary shall cause all votes and the minutes of all proceedings to be recorded in a book or books to be kept for that purpose and shall perform like duties for the standing committees when required. He/she shall give, or cause to be given, notice of all meetings of the Members and of the Board of Directors and shall perform such other duties as may be prescribed by the Board or the President. He/she shall keep in safe custody the seal of the Association and, when authorized by the Board, affix the same to any instrument requiring it. The Secretary shall be responsible for the proper recording of all duly adopted amendments to the Declaration and shall maintain all official records and books of the Association, including a copy of the SFWMD Permit. 5.5 Treasurer. The Treasurer shall be responsible for Association funds and securities and the keeping of full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all monies and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors. He/she shall oversee the disbursement of the funds of the Association, keeping proper vouchers for such disbursements, and shall render to the President and Directors, at the meetings of the Board, or whenever they may require it, an accounting of all transactions and of the financial condition of the Association. 5.6 Delegation of Management. Certain Association functions for which the responsibility lies with the Directors and its officers may be delegated to a management agent. Such functions may include, without limitation, the collection of Assessments, keeping of records, and the maintenance, repair, and replacement of the Common Areas and those portions of the Lots and Living Units which are the Association's responsibility. The Association and its officers, however, shall retain at all times the powers and duties provided by law. 6. FISCAL MATTERS. The provisions for fiscal management of the Association set forth in the Declaration shall be supplemented by the following provisions: 6.1 Depository. The Association shall maintain its accounts in such federally insured financial institutions in the State of Florida as shall be designated from time to time by the Board. Withdrawal of monies from such accounts shall be only by such persons as are authorized by the Board. The Board may invest Association funds in interest-bearing accounts, money market funds, certificates of deposit, U.S. Government securities, and other similar investment vehicles. Should the Association employ a management firm or managing agent, and should in the course of such employment said management firm or managing agent be charged with any responsibilities concerning control of any of the funds of the Association, then and in such event, any such agreement with such management firm or managing agent pertaining to the deposit and withdrawal of monies shall supersede the provisions hereof during the term of any such agreement. 6.2 Budget. Following Turnover, the Board of Directors shall adopt a budget of Common Expenses for each Fiscal Year. A copy of the proposed budget and a notice stating the time, date and place of the meeting of the Board at which the budget will be adopted shall be mailed to, electronically transmitted to, or served on the Owner of each Lot not less than PAGE 8 16A10 fourteen (14) days prior to that meeting. The proposed budget shall be detailed and shall show the amounts budgeted by income and expense classifications, and may include reserves for deferred maintenance and capital expenditure. The budget shall be adopted upon a majority vote of the Directors present at a meeting of the Board at which a quorum is attained. Prior to Turnover, the Declarant shall establish the budget as provided in the Declaration. 6.3 Reserves. If provided for in the initial budget established by the Declarant or if the Members so vote, the Board shall maintain one or more additional reserve accounts for capital expenditures and deferred maintenance in accordance with Section 720.303(6)(d), Florida Statutes. In addition, the Board may establish reserve accounts for contingencies, operating expenses, repairs, or minor improvements, which Board-established reserves may be increased or decreased each year by the Board at its discretion. The purpose of the reserves is to provide financial stability and to avoid the need for Special Assessments on a frequent basis. The amounts proposed to be so reserved shall be shown in the proposed annual budget each year. Once established in the budget by Declarant or by majority vote of the Members, reserves for capital expenditures and deferred maintenance shall be determined, maintained, and waived in accordance with Section 720.303(6), Florida Statutes, as amended. Other reserves established solely by the Board may be determined, adjusted or waived by approval of the Board. 6.4 Assessments. Regular Assessments based on the adopted budget shall be paid as provides? in Article VI of the Declaration. If an annual budget has not been adopted at the time the payments for a fiscal year is due, it shall be presumed that the amount of such payments are the same as the last payment, and shall be continued at such rate until a budget is adopted and pro rota Assessments are calculated, at which time any overage or shortage calculated shall be paid. 6.5 Special Assessments. Special Assessments may be imposed pursuant to Article VI, Section 7 of the Declaration. Special Assessments are due on the day specified in the resolution of the Board approving such assessment. The notice of any Special Assessment must contain a statement of the purpose(s) of the Assessment, and the funds collected must be spent for the stated purpose(s). Any surplus of a Special Assessment shall be credited to either the reserve account or the operating account at the discretion of the Board of Directors. 6.6 Initial Capital, Resale Capital, and Individual Assessments. Initial Capital, Resale Capital, and Individual Assessments may be levied and collected at such times and in such amounts as authorized pursuant to Article VI, Sections 8 and 9 of the Declaration. 6.7 Fidelity Bonds. The Treasurer, and all other officers who are authorized to sign checks and all other persons having access to or control of Association funds, may be bonded as determined by the Board of Directors. The premiums on such bonds shall be a Common Expense. 6.8 Financial Report. Not later than ninety (90) days after the close of each Fiscal Year, the Board shall prepare and distribute a financial report showing in reasonable detail the financial condition of the Association as of the close of its Fiscal year and an income and expense statement for the year, detailed by accounts. The report shall be prepared and copies of this report shall be furnished to each Member in compliance with Section 720.303(7) Florida Statutes as amended. In addition, the Board may cause an audit of the accounts of the Association from time to time, as the Board may deem necessary. PAGE 9 � �� y� � �� m ��^ - ~ — 0.9 Aop|iO2iion ofPaynoents and CO-k8in�|/O� nfFUndS. All monies COUe0ied by the Association may beCO-nJinO|edina single -fund Or divided into two Or more fundS. BSdetermined by the Board OfDireC1nns. except reSen/eS, if budgeted, which shall be maintained in @8eparB1e account oraccounts. All payments on GCC0uOi by 3 Member shall be applied eaiOinterest, de!inqUencies. C0s{S and atiorn3ys' feea. other charges, and regular orSpecial AGSeGs0enis, in such n)annerand 8nnounts -as the Board of Directors may determine, subiact' tnthe provisions set forth in the Declaration. GA Flnoa| Year. The Fiscal Year for the AaaOoiBUon shall begin on the -firSid8y of January of each calendar year. The Board Of Directors may change to o different Fiscal Year in accordance with the provisions and regulations from time to time prescribed in. the United St@iGS Internal Revenue Code Of18B5. oSamended. 0.11 Acceleration ofPayrnentof Installments OfAssessments. |fa Member shall bein default in 'the payment Of -in inSLe||nnent upon any Assessment, the Board may accelerate -the remaining installments for the fiscal year upon notice thereof io the Member and, thereupon, the unpaid balance o[the Assessment shall become due upon the date stated in the notice, but not less than ten (10) days after the delivery of or rnailing of such notice to-the Member. 6.12 AccOUntinq Records. The Association aho|| maintain accounting records in the State Of Florida, according to the generally accepted accounting praCiiCSo. consistently applied. The records shall be Open to inspection by Members of the Association and institutional first mnOdgG0ees Or their representatives duly authorized in writing at reasonable times as required by Chapter 72O. Florida Statut98. 6.13 AcQuisiiion of Lots. At any foreo|osuna sale of e Lot, the Board mnay acquire in the name of the AaaociBtiOn, or its designee, the Lot being fOreC|Os8d. The term ''fOnoc|osure'', as used in this SecUoO, shall nnean and iOn|ude, but not be limited to, any foreclosure of any |ien, including a lien -for Assessments. The power of the Board 't0 acquire --i Lot at any foreclosure sale shall never be interpreted as B requirement or obligation On the par( of the Board or Of the Association to do so at any fO[Sc|oSune SS|S. 1he provisions hereof being permissive in nature and -for the purpose of setting forth the powers of-the Board. 0.14 Default in Paynoent ofanY Assessments: Lien. In the event of default by a Member in -the payment Of any Assessment, the Association shall have all rights and remedies -is Set -forth in the Declaration and in @ddiUOO. all rights and remedies as provided by |Bvv. The liability of the k4ernbe/ shall include |iabi|iiy fOr a late charge to be dSien-n|ned by the Board. all Of-'the Association's CO8is, including na8SOD8b|e a8orOeyS' fCe5. and court costs incurred by the Association incident to the collecdon of such Assessment or the enforcement of its lien. Nothing herein contained ahe|| be construed to |inoii the rights of the Association as provided for in the Declaration, Articles oroihemvisein these Bylaws, aaamended. 7. RULES AND REGULATIONS: USE RESTRICTIONS. The Board of Directors may from iinnsto time mdopiand amend administrative rules and regulations governing the operation, use, OnainteO@noB, nn8DaQaDleni and control of the /\s6OoiaUOn Property, the Association. the Lots and anyfaci|i-Jes or services made available to Members by the Association. Copies ofsuch rules and regulations shall be furnished to each [Member. Any rule or regulation created and imposed by the Board must be n3GSOn2b|y related to the pnJnlOUOn of health, happinSSs end peace of mind ofthe Members and uniformly applied and enforced. 8. AMUEND&1ENT <]F BYLAWS. Prior to Turnover, Amendments to these By|Svxa may be unilaterally made by the C)ec|a/-ant by naCUndiDg an Anlendrneni signed solely by Declarant in PAos1O � �� n �� n 0 the Public Records of Collier C0U0h/, Florida. Following Turnover, Amendnnent8 to 81eSe Bylaws shall be proposed and adOohed in the following manner: 8.1 Proposal. Amendments tOthese Bylaws shall be proposed by -:I majority of the Board or UpOO w/ritien pGUbOn signed by at /e8ai bwxentv percent /20Y6\ of the Members entitled tovn1e 8s provided in the Declaration. 8.2 Procedure. Upon any amendment Or Bmendnnen(G to these Bylaws being proposed by said Board or K4emnbSrs, such proposed amendment or amendments shall be SubD0itied to a vote of -the K8onnberS not later than the next annual meeting for which proper notice can still be given except as provided in Section 8.3 below. 8.3 y0ieReQuired. Excepi as otherwise provided by |8vv. or by specific provision 01 the Declaration, ihese Bylaws may be amended by concurrence of8796 of the MernberS who are present in person or by proxy e{ any annual or special rne8Ung, and are entitled iovote provided that notice of any meeting to consider a proposed amendment has been given to all the Members in accordance with Section 3.3 h9r8iO. along with a copy of the proposed amendment. 8.4 Limitation. NO amendment shall be made that is in conflict with the Deo|ar8UUn, nor shall any amendment abridge, alter or amend the rights of the Declerani or mnOrtge8aeS of Lois without their consent. 8.5 ReoordinQ: Effective Date. A Copy of each amendment shall be attached to a certificate iheithe 2rnendnnenlvvas duly adopted, which certificate shall be executed by officers of the Association with the formalities of deed. The amendment shall be effective when the oeriificate and Copy of the annendrneni are recorded in 1he Public Records of Collier COunly, Florida. The certificate must identify the book and page of the Public F<eCD/ds where each Declaration for all Lots operated by the Association isrecorded. Q. PARL|MMENTAFlY RULES; ROBERTS RULES OF ORDER. Parliamentary Rules, Roberts Rules Of {}rder (latest edition) shall govern the conduct Of the Association proceedings when not in CODf|iot with the Articles, D8c}GraUon, Bylaws Of this Association, as annended, or the |avvS of the State of Florida. 10. MISCELLANEOUS. 10.1 Gander. Whenever the nnaSCU|ine Or singular form ofe pronoun is used in these By|aw/s, it shall be ConairUed to mean the m8Bou|iOe. feminine Or neuter; singular Or plural, GS the contextrSquires. 10.2 Severabi|ity. Should any provision (or any portion thereof) be void or become unenfOrCeab|e, the remaining provisions of the instrument shall remain in full force and effect. 10.3 Conflict. If any irreconcilable conflict should exisi, or hereafter arise, with respect to the interpretation Of these Bylaws, the Declaration or Articles, the provisions of the Declaration Or Articles shall prevail over the provisions 0f the Bylaws. 10.4 Captions. The captions herein are inserted only as o matter Ofconvenience and for reference and in no vv@y define. limit Or describe the scope of these Bylaws or the intent of any provisions hereof. PAGE 11 16A14 10.5 Turnover. Members other than the Declarant are entitled to elect one (1) member of the Board of Directors upon the time when at least fifty percent (50%) of the Lots subject to the Declaration have been conveyed to Members other than the Declarant. Members other than the Declarant are entitled to elect at least a majority of the Members of the Board not later than three (3) months after ninety percent (90%) of the Lots subject to the Declaration have been conveyed to Members other than the Declarant. The Declarant may, in its sole discretion, turn over control of the Board at an earlier date. For the purposes of this section, the term "Members Other Than the Declarant" shall not include builders, contractors, or others who purchase a parcel for the purpose of constructing improvements thereon for resale. Signatures appear on the following page. PAGE 12 I 6A 1 0 The foregoing constitute the Bylaws of Opus Stone Homeowners' Association, Inc., a Florida not-for-profit corporation. OPUS STONE HOMEOWNERS' ASSOCIATION, INC., a Florida not-for-prpfit corporation / 77 By: . / Print Name:: /1/11 Title: t a,•;w-f PAGE 13 16A10 JOINDER AND CONSENT u OF MORTGAGEE This JOINDER AND CONSENT OF MORTGAGEE is made this 5h day of December 2024 by LAKE MICHIGAN CREDIT UNION, a state chartered credit union organized under the laws of the State of Michigan ("Mortgagee"), having a mailing address of 7920 Sumrnerlin Lakes Drive, Fort Myers, FL 33907, is the owner and holder of a certain Mortgage and Security Agreement dated June 2, 2023, recorded June 6, 2023 in Official Records Book 6255, Page 1357, as modified by Assignment of Rents, Leases, Profits and Contracts dated June 2, 2023, recorded June 6, 2023 in Official Records Book 6255, Page 1371, as modified by UCC1 Financing Statement recorded June 6, 2023 in Official Records Book 6255, Page 1380, all of the Public Records of Collier County Florida, and all loan documents related thereto (collectively, the "Mortgage") Mortgagee, hereby joins in and consents to the Declaration of Covenants, Conditions, Restrictions, and Reservations for Opus Stone ("Declaration"), to which this Joinder and Consent is attached. By this Joinder and Consent, Mortgagee agrees to said Declaration. It is the intention of Mortgagee that Mortgagee is only subordinating its interest in the property described in the Mortgage ("Property") to the matters set forth in the Declaration and nothing contained herein shall be deemed or construed to be a subordination by Mortgagee to any lien, easement, or other matter affecting the Property other than as to those matters set forth in the Declaration. LAKE MICHIGAN CREDIT UNION, a state chartered credit union organized under the laws of the State of Michigan Witness � �_ By ___._... Printed Name: Printed Name: Gregory Barr Address: 9921 Interstate Commerce Dr. Fort Myers FL 33913 #/ . ---':// Witness: <_ 5_ ,, ` A , Printed Title: Sr. Vice President Printed Name: :S f.r--' 11 Address: 9921 Interstate Commerce Dr. Fort Myers, FL (CORPORATE SEAL) STATE OF re: COUNTY OF The foregoing instrument was acknowledged before me by means of I )< 1 physical presence or [ ] online notarization, this ;i'' day of . ,•'� ,:7, . , 202 , by Gregory Barr, as Sr. Vice President of Lake Michigan Credit Union, a state chartered credit union organized under the laws of the State of Michigan, on behalf of said bank. I-le/She [ 'C ] is personally known to me or[ ' ] produced a driver's license as identification. [NOTARY SEAL] NOTARY PUBLIC , . 2 / _� � _ Printed Name: • '� r.� MYco^n.nssro,�,ii'H 322i) Commission Expiration: �. : .•:a i;,V'ii as:Jtiry 2�,202) <,, Eondl.i Thai i:ri-ty[u,.�Jn t�t:tr:t3r3