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Backup Documents 01/28/2025 Item #16A 6
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 6 A 6 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#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 n r�(`�l� 4. BCC Office Board of County 1 Commissioners �J by /�f/�/ 9//7/z c 5. Minutes and Records Clerk of Court's Office r I 10,D'rYItSIAA (t1a025 PRIMARY CONTACT INFORMATIO 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 01/28/2025 Agenda Item Number 16.A.6 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 01/28/2025 and all changes made during N/A is not the meeting have been incorporated in the attached document. The County an option for Attorney's Office has reviewed the changes,if applicable. Q this line. 9. Initials of attorney verifying that the attached document is the version approved by the 0 N/A is not BCC,all changes directed by the BCC have been made,and the document is ready for the V 9 V 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 16A 6 CONSTRUCTION AND MAINTENANCE AGREEMENT FOR SUBDIVISON IMPROVEMENTS THIS CONSTRUCTION AND MAINTENANCE AGREEMENT FOR SUBDIVISION IMPROVEMENTS entered into this '.' day of 3-4N UPI r z , 20 25 between Naples Preserve Villas,LLC hereinafter referred to as "Developer", and Board of County Commissioners of Collier County, Florida, hereinafter referred to as the "Board". RECITALS: A. Developer has, simultaneously with the delivery of this Agreement, applied for the approval by the Board of certain plat of a subdivision to be known as: Santa Barbara Place Villas 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: Roadway,utilities,drainage,etc. within eight(5) 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$995,967.52 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 16A 6 performance security on the basis of work complete, Each request for a reduction in the dollar amount of the subdivision performance security shall be accompanied by a statement of substantial completion by the Developer's engineer together with the project records necessary for review by the County Manager or designee. The County Manager or designee may grant the request for a reduction in the amount of the subdivision performance security for the improvements completed as of the date of the request. 8. In the event the Developer shall fail or neglect to fulfill its obligations under this Agreement, upon certification of such failure, the County Manager or designee may call upon the subdivision performance security to secure satisfactory completion, repair and maintenance of the required improvements. The Board shall have the right to construct and maintain, or cause to be constructed or maintained, pursuant to public advertisement and receipt and acceptance of bids, the improvements required herein. The Developer, as principal under the subdivision performance security, shall be liable to pay and to indemnify the Board, upon completion of such construction, the final total cost to the Board thereof, including, but not limited to, engineering, legal and contingent costs, together with any damages, either direct or consequential, which the Board may sustain on account of the failure of the Developer to fulfill all of the provisions of this Agreement. 9. All of the terms, covenants and conditions herein contained are and shall be binding upon the Developer and the respective successors and assigns of the Developer. IN WITNESS WHEREOF, the Board and the Developer have caused this Agreement to be executed by their duly authorized representatives this 2 3T7 day of -3"44.N U PtaY , 20 2.—; . SIGNED IN THE RESENCE OF: (Name of Entity) Naples Preserve Villas, LLC Witness. �Cft'Th�L� '7� / S By: 7rinted Name: 1\030 CrS , . -Sose_ Witness: Printed Name/Title (President,VP,or CEO) (Provide Proper Evidence of Authority) Printed Name: / ( , (L C.-C- Authorized Member ATTEST: '" '✓y CRYSTAL,K.KINZEL, BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,FLORIDA By •Deputy Clerk est,AS tO C irrr r�`- By: ,r rrfi -P si�� tuP I. tS12 L. SAv De+25 c'l i rkwt pni Approved as to forts n'd legality: atigeK P. '62 R d Assistant County Attorney i 11/23/2021 Page 2 of 2 16A 6 Exhibit "A" Performance Security 16A 6 Letter of Credit an5d Trade Services TRUIST EEI 7701 Airport Center 0R, Suite 2600 Tel' 80 .951 8 27409 Tel' H00�951.7847 Fax: 336-805-5830 SWIFT: BRBTUS33GBO MARCH 07, 2025 IRREVOCABLE STANDBY LETTER OF CREDIT NO. 75002844 ISSUER: TRUIST BANK, 333 SOUTH GARLAND AVENUE, ATTN: BRANCH MANAGER C/O LETTER OF CREDIT C527-99-02-85 ORLANDO, FL 32801, (800) 951-7847 (HEREINAFTER "ISSUER") . PLACE OF EXPIRY: AT ISSUER'S COUNTERS. DATE OF EXPIRY: THIS CREDIT SHALL BE VALID UNTIL JULY 31ST, 2026, AND SHALL THEREAFTER BE AUTOMATICALLY EXTENDED FOR SUCCESSIVE ONE-YEAR PERIODS ON THE ANNIVERSARY OF ITS ISSUE UNLESS AT LEAST SIXTY (60) DAYS PRIOR TO ANY SUCH ANNIVERSARY DATE, THE ISSUER NOTIFIES THE BENEFICIARY IN WRITING BY REGISTERED MAIL OR OVERNIGHT COURIER THAT THE ISSUER ELECTS NOT TO EXTEND THIS CREDIT. APPLICANT: NAPLES PRESERVE VILLAS, LLC (HEREINAFTER "APPLICANT") 2385 NW EXECUTIVE CENTER DRIVE, SUITE 370, BOCA RATON, FLORIDA 33431. BENEFICIARY: THE BOARD OF COUNTY COMMISSIONERS, COLLIER COUNTY, FLORIDA (HEREINAFTER "BENEFICIARY") C/O GROWTH MANAGEMENT DEPARTMENT, 2800 NORTH HORSESHOE DRIVE, NAPLES, FLORIDA 34104. AMOUNT: $995, 967.50 (US DOLLARS NINE HUNDRED NINETY-FIVE THOUSAND NINE HUNDRED SIXTY-SEVEN AND 50/100) UP TO AN AGGREGATE THEREOF. CREDIT AVAILABLE WITH: ISSUER. BY: PAYMENT AGAINST DOCUMENTS DETAILED HEREIN AND BENEFICIARY'S DRAFTS AT SIGHT DRAWN ON THE ISSUER. DOCUMENTS REQUIRED: AVAILABLE BY BENEFICIARY'S DRAFT(S) AT SIGHT DRAWN ON THE ISSUER AND ACCOMPANIED BY BENEFICIARY'S STATEMENT PURPORTEDLY SIGNED BY THE COUNTY MANAGER OR DESIGNEE, CERTIFYING THAT: " NAPLES PRESERVE VILLAS, LLC HAS FAILED TO CONSTRUCT AND/OR MAINTAIN THE IMPROVEMENTS ASSOCIATED WITH THAT CERTAIN PLAT OF A SUBDIVISION KNOWN AS (INSERT NAME OF SUBDIVISION) OR A FINAL INSPECTION SATISFACTORY TO COLLIER COUNTY HAS NOT BEEN PERFORMED PRIOR TO THE DATE OF EXPIRY, AND SATISFACTORY ALTERNATIVE PERFORMANCE SECURITY HAS NOT BEEN PROVIDED TO AND FORMALLY ACCEPTED BY THE BENEFICIARY." DRAFT(S) DRAWN UNDER THIS LETTER OF CREDIT MUST BE MARKED: "DRAWN UNDER TRUIST BANK CREDIT NO. 75002844, DATED MARCH 7, 2025" THE ORIGINAL LETTER OF CREDIT AND ALL AMENDMENTS, IF ANY, MUST BE PRESENTED FOR PROPER ENDORSEMENT. DRAFT(S) MAY BE PRESENTED WITHIN THE STATE OF Page 1 of 2 75002844 1 6A 6 Letter of Credit and I rade Services TRUIST 7701 Airport Center DR, Suite 2600 Greensboro,NC 27409 Tei:BAA-y51-7847 Fax, 336-605-5830 SWIFT:BRBTUS33GBO FLORIDA AT THE FOLLOWING ADDRESS (TRUIST BANK, 333 SOUTH GARLAND AVENUE, ATTN: BRANCH MANAGER C/0 LETTER OF CREDIT C527-99-02-85 ORLANDO, FL 32801) . THIS LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF THE ISSUER'S UNDERTAKING AND SUCH UNDERTAKING SHALL NOT IN ANY WAY BE MODIFIED, AMENDED, OR AMPLIFIED BY REFERENCE TO ANY DOCUMENT, INSTRUMENT, OR AGREEMENT REFERENCED TO HEREIN OR IN WHICH THIS LETTER OF CREDIT RELATES, AND ANY SUCH REFERENCE SHALL NOT BE DEEMED TO INCORPORATE HEREIN BY REFERENCE ANY DOCUMENT, INSTRUMENT OR AGREEMENT. ISSUER HEREBY ENGAGES WITH BENEFICIARY THAT DRAFT(S) DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS CREDIT WILL BE DULY HONORED BY ISSUER IF PRESENTED WITHIN THE VALIDITY OF THIS CREDIT. THIS CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (2007 REVISION) INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 600. TRUIST BANK l BY: >�L �M ,'� 1') \elleci U v PRINTED NAME TITLE (PRESIDENT, VICE PRESIDENT) INSTRUCTIONS TO TRUIST BANK AT TRUIST BANK 333 SOUTH GARLAND AVENUE ATTN: BRANCH MANAGER C/O LETTER OF CREDIT MC 527-99-02-85 ORLANDO, FL 32801. PLEASE IMMEDIATELY CONTACT THE STANDBY LC DEPT. AT LETTERSOFCREDIT@TRUIST.COM AND FAX 336-605-5830, UPON RECEIPT OF ANY PRESENTATION. Page 2 of 2 75002844 16A► 6 Letter of Credit and Trade Services 7701 Airport Center DR,Suite 2600 T Greensboro, 8 27409 Tel: 800-951-78d7 Fax 336-605-3830 SWIFT: BRBTUS33GBO APRIL 10, 2025 BENEFICIARY: APPLICANT: THE BOARD OF COUNTY COMMISSIONERS, NAPLES PRESERVE VILLAS, LLC COLLIER COUNTY, FLORIDA 2385 NW EXECUTIVE CENTER DR, 2800 NORTH HORSESHOE DRIVE SUITE 370 NAPLES, FL 34104 BOCA RATON, FL 33431 ATTN: GROWTH MANAGEMENT DEPARTMENT AMENDMENT TO IRREVOCABLE STANDBY LETTER OF CREDIT OUR REFERENCE NUMBER: 75002844 AMENDMENT NUMBER: 1 THIS AMENDMENT IS TO BE CONSIDERED AS PART OF THE ABOVE MENTIONED CREDIT AND MUST BE ATTACHED THERETO. BENEFICIARY'S STATEMENT NOW READS: " NAPLES PRESERVE VILLAS, LLC HAS FAILED TO CONSTRUCT AND/OR MAINTAIN THE IMPROVEMENTS ASSOCIATED WITH THAT CERTAIN PLAT OF A SUBDIVISION KNOWN AS "SANTA BARBARA PLACE VILLAS" OR A FINAL INSPECTION SATISFACTORY TO COLLIER COUNTY HAS NOT BEEN PERFORMED PRIOR TO THE DATE OF EXPIRY, AND SATISFACTORY ALTERNATIVE PERFORMANCE SECURITY HAS NOT BEEN PROVIDED TO AND FORMALLY ACCEPTED BY THE BENEFICIARY. " ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. UNLESS OTHERWISE INSTRUCTED HEREIN, ALL CORRESPONDENCE AND INQUIRIES REGARDING THIS TRANSACTION SHOULD BE DIRECTED TO OUR LETTER OF CREDIT AND TRADE SERVICES CUSTOMER SERVICE CENTER AT THE ADDRESS PROVIDED IN THIS LETTER. PLEASE INDICATE OUR REFERENCE NUMBER IN ALL YOUR CORRESPONDENCE OR TELEPHONE INQUIRIES. SINCERELY, R ST BANK A ORIZED SIGNATURE () ,101\_,NAJL A— itl\iNt Page 1 of 1 75002844 16A 6 Exhibit " B" Signing Authority 1 6 A 6 .. Naples Preserve Villas, LLC 2385 NW Executive Center Drive Suite 370. Boca Raton, FL,33431 Main Line(561)994-3434 Letter of Authorization Naples Preserve Villas,LLC Whose Address is: 2385 NW Executive Center Drive Suite 370 Boca Raton,FL,33431 Hereby designates: Tirso San Jose 2385 NW Executive Center Drive Suite 370 Boca Raton,FL,33431 To act on behalf of Naples Preserve Villas,LLC for the purpose of submitting any application needed for permitting,zoning or construction contracts on property located at: Parcel One: The East 1/2 of the Southwest 1/4 of the Southwest 1/4 of the Northwest 1/4 of Section 16,Township 50 South,Range 26 East, Less the North 30 Feet,the East 30 Feet and the South 30 Feet thereof,Collier County,Florida. AND Parcel Two: The West 1/2 of the Southwest 1/4 of the Southwest 1/4 of the Northwest 1/4 of Section 16,Township 50 South,Range 26 East,less the North 30 Feet and the South 30 Feet,Collier County,Florida. Parcel ID#of 528080 1015616,Containing approximately 8.7 total acres(378,972 Square feet)of land zoned multifamily around address 5950 Onyx Cir,Naples,FL,34112 More commonly known as: Naples Preserve Villas,LLC Signed this 11th of'a,ivary, 2024 Naples:-reserve Villas,I._C a."-iurida limited liability compr,uy By:eVIlirs......1 L.- Jeffrey E.Sobel Its: Member NOTARY'S SIGNATt1RE as to Owner or Agent's Si nature Name(Printed) VAN rJ �`4N' t Personally Known or Produced Identification Tope of Identification Produced �,a+Yp,,,, EVAN YNFANTE .� �o ,�0�<�;Notary Public-State of Florida a/"°'\pI Commission 0 FIH 61603 -;` My Commission Expires �`'yi„'" Nov®mb r 06, 2024 16A 6 Exhibit "C" Opinion of Probable Cost 16A 6 L FA Engineering Firm Number.31200 Surveying Firm license:LB8569 Collier County: 7400 Trail Boulevard,Suite 200 EMPLOYEE-OWNED. Naples,FL 34108 CLIENT FOCUSED. P:239.59737731 F:239.566.2203 Engineer's Opinion of Probable Construction Cost for Document Review and Inspection Fee Determination Santa Barbara Place Villas PPL Submittal 2 LJA Project: 23-00145 Date: September 23, 2024 DESCRIPTION AMOUNT Potable Water and Fire $140,910.00 Sewer $164,230.00 Utilities Subtotal: $305,140.00 Drainage $39,615.00 Paving&Grading $324,809.00 Landscape and Lighting $235,861.00 PGD Subtotal: $600,285.00 TOTAL: $905,425.00 Collier County Engineering Site Plan Review and Inspection Fees: Construction document review:0.75%of Paving&Grading,Drainage Estimate $4,502.14 Construction Inspection:2.25%of Paving&Grading, Drainage Estimate $13,506 41 Total Engineering Fees: $18,008.55 Collier County Utility Plan Review and Inspection Fees: Construction document review:0.75%of Potable Water&Fire,Sewer Estimate $2,288.55 Construction Inspection:2.25%of Potable Water&Fire,Sewer Estimate $6,865.65 Total Utility Fees: $9,154.20 OPC Review Fee Overview: Utility Construction Submittal Description Date of OPC Amount Due Balance Amount Due Balance TOTAL PPL Submittal 1 I July 12,2024 $2,274.30 - $4,502.14 - $6,776.44 PPL Submittal 2 I September 23,2024 $2,288.55 { $14.25 I $4,502.14 $0.00 $6,790.69 $14.25 Notes:This Opinion of Probable Cost(OPC)has been prepared by LJA Engineering,Inc.(LJA)at the request of the owner or as a requirement of governmental agency.LJA has based the unit costs of this OPC on previous work history with similar projects or on values provided by reputable contractors we have worked with in accordance with F.A.C.61 G-1518.011,this is not a guarantee or warranty expressed or implied as to the construction cost that may be obtained by owner using competitive bidding.If such a guarantee is needed,it is recommended that owner procure the services of a professional cost estimator or obtain a binding bid from a contractor. This OPC represents quantities estimated from the plans provided with this submittal.See application for additional fees that may apply. For an SDPA,inspection Fees will be paid at Pre-Construction Meeting.For an SDPI,review and inspection fees are paid for the submittal. Quantities do not include items such as vertical construction,FPL,telephone&cable. ESiflfffffr Digitally signed q.Cp by James A. 1. Carr,P.E. sJames A.Carr,P.E.= Date: -0- g.aEo m€ %. 4,: 2024.09.24 ',sS;oNn�EN 07:29:18-04'00' '�4puuuma,n"`"' This item has bem d:ouliy dgaed and eeel<d by lemn ACan,PE.on James A.Carr,P.E. 09/24/2024 Laing a Digital Signature. P.E.#51318 Primed,apl.,of Lai,deavm.nf a,e neI,o.,ld.r.d,Igned o,4,soled and Me Ygnatu,e men be verified on ony.lemonh aapl.i 1 6A 6 POTABLE WATER&FIRE ITEM DESCRIPTION I QUANTITY I UNIT UNIT COST I SUBTOTAL 1 1"Poly-tube 188 LF $5.00 $940.00 2 1.5"Poly-tube 60 LF I $8.00 $480.00 ifi8"Tee 5 EA $300.00 $1,500.00 4 8"X 6"Tee 4 EA 1 $250.00 $1,000.00 5 {8"X 6"Reducer 2 EA $250.00 $500.00 6 16"Gate Valve 7 EA $950.00 $6,650.00 7 18"Gate Valve 11 EA $1,350.00 $14,850.00 8 1.5"Water Tapping Saddle 31 EA $850.00 $26,350.00 9 1.5"Corp.Stop 31 EA $500.00 $15,500.00 10 10"x8"Hot Tap w/tapping sleeve&8"GV 1 EA $4,500.00 I $4,500.00 11 'Fire Hydrant 6 EA $2,200.00 $13,200.00 12 'Permanent Bacterial Sample Point 1 _ EA $950.00 $950.00 13 6"CL 200 PVC Water Main(DR-14)* 30 LF $35.00 $1,050.00 14 8"CL 200 PVC Water Main(DR-14)* I 1336 LF $40.00 $53,440.00 Subtotal I $140,910.00 Total $140,910.00 2 1 6A 6 SEWER(Existing I To Be Completed) ITEM ' DESCRIPTION I QUANTITY UNIT UNIT COST SUBTOTAL 1 Complete manhole flow channels 8,coatings i 7 LF I $1,200.00 I $8,400.00 2 Adjust Rim to match final grade 4 I EA I $200.00 $800.00 3 'Install Missing Ring and Cover 3 EA $450.00 I $1,350.00 �6"PVC Sanitary Sewer Lateral(extend to prop line) 20 LF $20.00 r $400.00 5 16"PVC Cleanout relocate to .ro. line 4 EA $500.00 I $2,000.00 6 4"Check Valve 1 EA $1,100.00 I $1,100.00 7 4"PVC Forcemain CL 200(DR18) 9 LF $20.00 I $180.00 8 'Pump Station Completion(wetwell only installed) 1 LS ' $150,000.00 $150,000.00 Subtotal $164,230.00 Total $164,230.00 3 1 6A 6 DRAINAGE ITEM DESCRIPTION QUANTITY UNIT UNIT COST SUBTOTAL 1 12"PVC 297 LF $30.00 $8,910.00 2 15"RCP 263 LF $35.00 $9,205.00 3 30"RCP 70 LF I $60.00 $4,200.00 4 12"Yard Drain/Nyoplast 8 EA $500.00 $4,000.00 5 Install New15"Mitered End 1 I EA I $1,200.00 I $1,200.00 6 Type E Inlet 1 EA I $4,500.00 $4,500.00 7 Adjust Frame&Grate ( 14 EA I $100.00 $1,400.00 8 Install Missing Top,Ring and Cover I 5 EA I $400.00 $2,000.00 9 Install Missing Frame and Grate 4 EA $400.00 $1,600.00 10 Replace Missing Grate 1 EA I $250.00 I $250.00 11 Install New Nyoplast Fitting Water Tight Bell and Spigot I 1 EA I $100.00 $100.00 12 Grade and rip rap around mitered ends I 3 EA $750.00 $2,250.00 Subtotal $39,615.00 Total $39,615.00 4 16A 6 PAVING&GRADING ITEM DESCRIPTION QUANTITY 1 UNIT UNIT COST SUBTOTAL 1 IT .e"D"Curb 43 _ LF $20.00 $860.00 2 T .0"F"Curb 233 LF $30.00 $6,990.00 3 2'Valley Gutter 2,093 LF I $25.00 $52,325.00 4 tT e"A"Curb 133 LF $30.00 $3,990.00 5 Sod 2'Behind Curbs 526 SY $2.00 I $1,052.00 6 Sign&Striping 1 LS $5,000.00 I $5,000.00 7 Concrete or Paver Sidewalks 1,330 F SY $50.00 $66,500.00 8 11.5"Type S-III Asphalt(2 lifts) 4318 SY $10.00 $43,180.00 9 16"Lime Rock,Primed and Compacted to 98% 4534 SY $15.00 $68,010.00 10 112"Stabilized Subgrade 4534 SY $15.00 $68,010.00 11 Silt Fence 1946 LF $2.00 $3,892.00 12 Site Grading I 1 LS $5,000.00 $5,000.00 Subtotal $324,809.00 Total $324,809.00 5 16A 6 LANDSCAPING&LIGHTING ITEM I DESCRIPTION I QUANTITY UNIT UNIT COST SUBTOTAL 1 FPL Residential light pole 15 EA $3,500.00 I $52,500.00 2 Landscaping ' 1 I LS $183,361.00 $183,361.00 Subtotal $235,861.00 Total $235,861.00 6 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 6 A 6 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#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 �O1 r4)147-5 4. BCC Office Board of County Commissioners a5 /s/j L//17 yS 5. Minutes and Records Clerk of Court's Office (7441 arzA- 1 ( m0 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 01/28/2025 Agenda Item Number 16.A.6 • Approved by the BCC Type of Document Plat Number of Original 1 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 01/28/2025 and all changes made p N/A is not during the meeting have been incorporated in the attached document. The County 0V I 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 Q N/A is not BCC,all changes directed by the BCC have been made, and the document is ready for the Oo 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 16A 6 DECLARATION OF COVENANTS, RESTRICTIONS AND EASEMENTS FOR SANTA BARBARA PLACE VILLAS This instrument prepared by, and after recorded return to: Leonardo J.Caraballo,Esq. Aspuru Caraballo Faria P.A. 135 San Lorenzo Avenue,Suite 850 Coral Gables,Florida 33146 16A 6 DECLARATION OF COVENANTS, RESTRICTIONS AND EASEMENTS FOR SANTA BARBARA PLACE VILLAS TABLE OF CONTENTS Article 1 DEFINITIONS 1 Article 2 THE HOMEOWNERS'ASSOCIATION 5 Article 3 COMMON AREAS AND LIMITED COMMON AREAS 8 Article 4 EASEMENTS 10 Article 5 RULES AND REGULATIONS 13 Article 6 MAINTENANCE 14 Article 7 ASSESSMENTS 17 Article 8 INDEMNIFICATION OF OFFICERS AND DIRECTORS/INDEMNIFICATION OF DECLARANT 23 Article 9 INSURANCE AND CONDEMNATION 24 Article 10 USE RESTRICTIONS 30 Article 11 ENFORCEMENTS AND REMEDIES 37 Article 12 MODIFICATIONS,SUPPLEMENTS AND AMENDMENTS 39 Article 13 DISCLAIMERS 43 Article 14 GENERAL PROVISIONS 46 16A 6 DECLARATION OF COVENANTS, RESTRICTIONS AND EASEMENTS FOR SANTA BARBARA PLACE VILLAS THIS DECLARATION OF COVENANTS, RESTRICTIONS AND EASEMENTS is made and entered into as of this _ day of , 2025, by Naples Preserve Villas, LLC, a Florida limited liability company(the"Declarant"). RECITALS WHEREAS, Declarant is the owner of that real property located in Collier County, Florida (the "County"), which is legally described in Exhibit "A" hereto, which Declarant intends to develop into a residential community known as "SANTA BARBARA PLACE VILLAS" (the "Community" or"Properties"); and WHEREAS, Declarant intends to develop the Properties to include Lots with Dwellings thereon, as well as other improvements; and WHEREAS, Declarant is desirous of (i) providing for the operation, maintenance, repair, and replacement of the Common Areas, as well as other portions of the Properties, (ii) establishing certain easements in, to, over, under, across and through portions of the Properties, and (iii) imposing certain restrictions in connection with the development, ownership and use of the Properties, all as more particularly provided for herein. NOW, THEREFORE, for valuable consideration, the Declarant does hereby declare that the Properties are hereby submitted to, and shall be held, transferred, sold, conveyed, and occupied subject to, the covenants, restrictions, easements, assessments, charges and liens,and terms of this Declaration. Article 1 DEFINITIONS 1.1 Definitions. In addition to the terms defined elsewhere in this Declaration, the following terms when used in this Declaration (including the exhibits hereto) shall have the respective meanings ascribed to them in this Article, except where the context clearly indicates a different meaning: 1.1.1 "Access Areas" means the roadways, ramps, sidewalks, walks, walkways, and other areas suitable for pedestrian or vehicular traffic existing from time to time on or over portions of the Common Areas. 1.1.2 "Access Control Facilities" means the facilities, systems, equipment, and devices, if any, that may exist, from time to time, located within or in connection with the Common Areas which are intended to control access to the Properties. 1.1.3 "Act" means Chapter 720 of the Florida Statutes as enacted as of the date hereof,and as renumbered from time to time. 16A 6 1.1.4 "Applicable Law" means all laws, rules, regulations, codes and ordinances of the United States, the State of Florida, and the County, applicable to the ownership, operation and use of the Properties, as renumbered from time to time. 1.1.5 "Articles" means the Articles of Incorporation of the Homeowners' Association, as amended from time to time. A copy of the Articles of Incorporation of the Homeowners'Association is attached as Exhibit"B"to this Declaration. 1.1.6 "Assessment" means a share of the funds required for the payment of Common Expenses which from time to time are assessed by the Association against some or all of the Dwellings for the purposes set forth herein, including any Special Assessments and Individual Assessments. 1.1.7 "Association"or"Homeowners'Association"means the"Santa Barbara Place Villas Homeowners' Association Inc., a Florida not-for-profit corporation," or any successor thereto. 1.1.8 "Association Property" means personal property and real property, if any, which may be acquired by the Association and which is not included in the Common Areas, including, without limitation, any portion of the Properties used for management offices, manager's quarters or the storage of maintenance equipment or supplies,if any. 1.1.9 "Board" or "Board of Directors" means the Board of Directors of the Homeowners'Association. 1.1.10 "Building" means each of the buildings located within the Properties, which contain or will contain Dwellings or any portions of the Common Areas. 1.1.11 "By-Laws" means the By-Laws of the Homeowners' Association, as amended from time to time. A copy of the By-Laws of the Homeowners' Association is attached as Exhibit"C"to this Declaration. 1.1.12 "Common Areas" means all portions of the Properties designated as Common Areas of the Properties pursuant to this Declaration. 1.1.13 "Common Expenses" means those expenses, costs and disbursements described in Section 7.1 of this Declaration. 1.1.14 "Community" or "Properties" means the real property described in Exhibit"A" hereto, together with all improvements now or hereafter thereon, and any and all additions or supplements thereto, now or hereafter made subject to this Declaration, except such as are withdrawn from the provisions hereof in accordance with the procedures set forth in this Declaration. 1.1.15 "Community Beneficiaries" means the Owners, the Declarant, the Homeowners' Association, and each of their tenants, licensees, guests, invitees, members, agents,employees, contractors and any Institutional Mortgagees,and,in the case of Owners which are corporations, limited liability companies, partnerships, or trusts,the officers and 16A 6 directors,partners and beneficiaries (as the case may be) thereof, a fiduciary or beneficiary of an Owner which is a trust, or occupants named or described in a lease or sublease, but only if approved in accordance with this Declaration. In the case of Owners which are corporations, limited liability companies, partnerships, or trusts, the Homeowners' Association shall have the right to set reasonable limits on the total number of persons who may occupy a Dwelling and/or use the Common Areas of the Properties to the maximum extent permitted under Applicable Law. 1.1.16 "County" means Collier County, Florida. 1.1.17 "Declarant" means to NAPLES PRESERVE VILLAS, LLC, a Florida limited liability company, and its respective successors and such assigns as to which the rights of Declarant hereunder are specifically assigned. Declarant may assign all or any portion of its rights and obligations hereunder, or all or any portion of such rights in connection with portions of the Properties in the manner provided in Section 14.9 of this Declaration. 1.1.18 "Declaration"and "this Declaration"mean this instrument,as it may be amended from time to time. 1.1.19 "District" and "District Permit" shall have the meaning set forth in Section 12.9 of this Declaration. 1.1.20 "Driveway"or"Driveways"means each of the driveways located within the Lots and adjacent to the Dwellings thereon, as designated on any site plan for the Properties or otherwise pursuant to this Declaration. 1.1.21 "Dwelling" means a Lot, together with any townhome residence located thereon, within the Properties for which a temporary or final certificate of completion or occupancy, or its equivalent, has been issued by the County. 1.1.22 "FNMA/FHLMC/FHA/GNMA" means the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Federal Housing Administration,and the Government National Mortgage Association,respectively. 1.1.23 "General Assessment" means the share of funds for the payment of Common Expenses,which from time to time are assessed to a Dwelling pursuant to Section 7.7 of this Declaration. 1.1.24 "Individual Assessment" means an assessment levied by the Board or the Association against a Dwelling or Dwellings for the purposes described in Section 7.10 of this Declaration. 1.1.25 "Institutional Mortgagee" means a bank, savings and loan association, insurance company,real estate or mortgage investment trust,pension fund,an agency of the United States Government, mortgage banker, FNMA, FHLMC, FHA, or any other lender generally recognized as an institutional lender,or any other person regularly engaged in the business of making mortgage and/or mezzanine loans,or the Declarant,and their respective 16A 6 successors and assigns, holding a first mortgage on a Dwelling or all or any portion of the Properties. 1.1.26 "Life Safety Systems" means and refers to any and all emergency lighting, audio and visual signals, safety systems, sprinklers, and smoke detection systems, which are now or hereafter installed in any improvements constructed upon the Properties, whether or not within a Dwelling. All such Life Safety Systems, if any, together with all conduits, wiring, electrical connections, and systems related thereto, which are located outside of the Dwellings,shall be deemed part of the Common Areas. 1.1.27 "Limited Common Areas" means such portions of the Common Areas which are intended or are now or hereinafter designated by the Declarant or the Homeowners'Association, for the exclusive use (subject to the easements and rights, if any, of the County, the Homeowners'Association,and the public) of one or more Owners, to the exclusion of all other Owners. Unless otherwise provided specifically to the contrary, reference to the Common Areas shall include the Limited Common Areas. 1.1.28 "Limited Common Expenses" means and refers to the costs and expenses of administering and/or maintaining any Limited Common Areas. 1.1.29 "Lots" means the plots or parcels of land legally described on Exhibit "A-1"located within the Properties,which contain or will contain the Dwellings. Each plot of land legally described on Exhibit"A-1"shall be a "Lot." 1.1.30 "Member"or"Members"means those persons who are members of the Homeowners'Association, as provided in the Articles. 1.1.31 "Owner" or "Owners" means the person or persons, or legal entity or entities, including the Declarant, holding fee simple interests of record to a Lot, including sellers under executory contracts of sale, but excluding those having such interests merely as security for the performance of an obligation. 1.1.32 "Percentage Shares" means the share of Common Expenses allocated to the Dwellings,as set forth in Section 7.2 of this Declaration. 1.1.33 "Public Records" means the public records of the County. 1.1.34 "Rules and Regulations" means such rules and regulations, if any, as established, and as amended from time to time, by the Homeowners'Association pursuant to Article 5 of this Declaration. 1.1.35 "Special Assessment" means an Assessment levied by the Board against a Dwelling for the purposes described in Section 7.8 of this Declaration. 1.1.36 "Stormwater Management System" means a system which is designed and constructed or implemented to control discharges which are necessitated by rainfall events, incorporating methods to collect, convey, store, absorb, inhibit, treat, use or reuse water to prevent or reduce flooding, over-drainage, environmental degradation, and water 16A 6 pollution or otherwise affect the quantity and quality of discharges from the system, as permitted pursuant to Chapter 62-330, Florida Administrative Code, or other Applicable Law. Article 2 THE HOMEOWNERS'ASSOCIATION 2.1 Formation. Prior to the recording of this Declaration, Declarant has caused the Homeowners' Association to be formed, by the filing of the Articles in the office of the Secretary of State of Florida. The purpose and powers of the Homeowners'Association shall be all of the purposes and powers set forth in the Articles and this Declaration. The Homeowners' Association shall be responsible for the execution, performance, administration, and enforcement of all the terms and conditions of this Declaration. 2.2 Not a Condominium Association. The Homeowners' Association is not, and shall not be deemed to be, a condominium association regulated under Chapter 718, Florida Statutes. Notwithstanding anything to the contrary in this Declaration, the existence or exercise of any easement, right, power, authority, privilege or duty,which would cause the Homeowners' Association to be subject to Chapter 718, Florida Statutes, or any related administrative rules or regulations, shall be automatically null, void and of no effect to the extent,but only to the extent,that such existence or exercise is finally determined by a court or administrative hearing officer of competent jurisdiction (after all appellate rights have been exercised or waived) to subject the Homeowners'Association to said provisions. It is the intent of this provision that the Homeowners' Association shall not be deemed to be a condominium association, that the Common Areas shall not be deemed to be common elements of a condominium,and that nothing in this Declaration shall be deemed to make the Homeowners'Association a condominium association within the meaning of said Chapter 718, Florida Statutes. 2.3 Membership. The Declarant and the Owners shall automatically be Members of the Homeowners'Association. Each Owner shall be a Class A Member of the Homeowners' Association.The Declarant shall be the sole Class B Member of the Homeowners'Association until termination of the Class B membership, as set forth in Section 2.7 below. The membership of an Owner is appurtenant to its Lot and will be transferred automatically by conveyance of title to its Lot and by filing of record therefor a deed in the Public Records evidencing such transfer of ownership. An Owner of more than one Lot is entitled to one membership for each Lot owned (subject to Section 2.6 below). No one other than the Declarant and the Owners may be a Member of the Homeowners' Association, and membership in the Homeowners'Association may not be transferred except by the transfer of title to a Lot; provided, however, that the foregoing does not prohibit the assignment of membership and voting rights by any Owner who is a contract seller to such Owner's vendee in possession or by an Owner to an Institutional Mortgagee. In the absence of such an assignment from the Owner thereof, no person or entity holding an interest of any type or nature whatsoever in a Lot only as the security for performance of an obligation shall be a Member of the Homeowners'Association. 1 6 A 6 2.4 Voting. The Homeowners' Association shall have such classes of Members, who shall cast such votes,as are provided in the Articles. 2.5 Litigation. Notwithstanding anything in this Declaration to the contrary, no judicial or administrative proceeding shall be commenced or prosecuted by the Homeowners' Association unless approved by a vote of seventy-five percent (75%) of the total voting interests of the Members other than the Declarant. This section shall not apply, however,to (i) actions brought by the Homeowners'Association to enforce the provisions of this Declaration (including, without limitation, the foreclosure of liens), (ii) proceedings involving challenges to ad valorem taxation, or (iii) counterclaims brought by the Homeowners' Association in proceedings instituted against it. This section shall not be amended unless such amendment is made or approved by the Declarant. 2.6 Co-Ownership. Notwithstanding anything herein to the contrary,if more than one person owns an interest in a Lot, there shall only be one Member for any such Lot and said Member shall be entitled to cast the vote(s) respectively allocated such Lot herein.Such vote may be exercised as the co-Owners determine among themselves, but no split vote is permitted among co-Owners. Prior to any meeting at which a vote is to be taken, such co- Owners must file with the Secretary of the Homeowners' Association the name of the Member to be entitled to vote at such meeting, which shall be applicable to all votes until rescinded. 2.7 Class B Termination.The Class B membership of the Declarant will terminate and convert automatically to a Class A membership (to the extent the Declarant then owns any Dwelling), upon the happening of any of the following,whichever occurs first: 2.7.1 The Declarant records a disclaimer of its Class B membership in the Public Records; or 2.7.2 The occurrence of any of the events set forth in Section 720.307(1)(a), (c), (d), (e) and (f) of the Act. Upon termination of the Class B membership, all provisions of this Declaration, the Articles, or By-Laws referring to Class B membership will be of no further force or effect. 2.8 Scope of Power. The Homeowners' Association, acting through the Board, shall also have the power and duty to: 2.8.1 Maintain, repair, replace and otherwise manage the Common Areas, including, but not limited to, all improvements thereon, as the Homeowners' Association considers necessary or appropriate in accordance with the provisions of this Declaration; provided,however,that in the case of Limited Common Areas,such work may,at the option of the Association, be done at the expense of (and all other expenses of such Limited Common Areas maybe specifically charged to) only those Owners who are holders of exclusive use rights in such Limited Common Areas. 16A 6 2.8.2 Maintain, repair, and replace the Access Areas, including any cleaning, and periodic resealing and resurfacing. 2.8.3 Cause each Owner to maintain, repair and replace the portions of the Dwellings required to be maintained by each Owner pursuant to Section 6.2 of this Declaration. 2.8.4 Obtain, and pay, as a Common Expense, all commonly metered water, sanitary sewage,and electric services,and provide for all refuse collection and cable or master television service (if any),as necessary. 2.8.5 Grant easements, rights of way or strips of land, where necessary, for utilities, telephone, satellite or cable television, water and sewer facilities and other services over the Common Areas to serve the Common Areas and other portions of the Properties. 2.8.6 Maintain such policy or policies of liability, casualty, windstorm, and other insurance with respect to the Common Areas,and the personal property located thereon or used in connection therewith, if any, owned by the Homeowners' Association or the Declarant as provided herein, as well as directors and officers insurance, in furthering the purposes and in protecting the interests of the Homeowners'Association and its Members as otherwise directed by this Declaration or the By-Laws. 2.8.7 Employ or contract with a management company (which may be an affiliate of the Declarant) to perform all or any part of the duties and responsibilities of the Homeowners'Association, and delegate, at the option of the Board, its powers to committees, officers,and employees. 2.8.8 Install and maintain, repair, and replace the Access Control Facilities, if any,and any such other safety devices,detectors,and communications facilities,and employ or contract for employment of such access control services, guards and watchmen for the Common Areas as the Homeowners'Association considers necessary or appropriate,though it does not guarantee and shall not be liable for damages suffered by anyone as a result of the inadequacy of any such services. 2.8.9 Perform any monitoring and maintenance required under any approval or permit issued by,or agreement with,any governmental agency,including,without limitation, in connection with the Common Areas. 2.8.10 Operate,maintain,and manage the Stormwater Management System in a manner consistent with the requirements of District Permit and applicable District rules,and shall assist in the enforcement of the restrictions and covenants contained herein. 2.8.11 Levy and collect Assessments against members of the Homeowners' Association for the costs of maintenance and operation of the Common Areas,including,but not limited to,the Stormwater Management System. 2.8.12 Take such other actions which the Board shall deem advisable with respect to the Properties as maybe permitted hereunder or under Applicable Law. 16A 6 Article 3 COMMON AREAS AND LIMITED COMMON AREAS 3.1 Common Areas. Except as set forth in Section 3.2, the Common Areas are intended for the use and benefit of all Community Beneficiaries. The Common Areas shall include only such property which is designated as Common Areas in this Declaration or in any amendment to this Declaration, or that is deeded to the Homeowners'Association. The Common Areas shall consist of those facilities and portions of the Properties which are designated as Common Areas in this Declaration and those which the Homeowners' Association may from time to time make available to all Owners. Declarant will endeavor to specifically identify (by recorded legal description, signage, physical boundaries, site plans or other means) the Common Areas of the Properties, but such identification shall not be required for a portion of the Properties to be Common Areas hereunder. In the event that the Homeowners' Association accepts an easement, dedication or similar grant over, under or through any portion of the Properties, or any property adjacent thereto or in the vicinity thereof,and/or the Homeowners'Association has assumed off-site maintenance obligations, then the area or areas subject to such easement or other grant of rights or obligations shall be deemed Common Areas for the purposes of, but only for the purposes of, the Homeowners' Association performing whatever duties or obligations are stated in, or implied by law with respect to,such easement or other grant (and for the costs thereof to be paid by the Owners through Assessments). In addition to the foregoing,the Declarant,for so long as it owns any portion of the Properties, shall be entitled to assign or otherwise designate portions of the Common Areas as Limited Common Areas of one or more of the Dwellings. 3.2 Limited Common Areas. The Declarant shall have the right to, from time to time and in its sole and absolute discretion, assign or otherwise designate portions of the Common Areas as Limited Common Areas,the use of which shall be restricted to one or more Owners to the exclusion of all other Owners. Other than as expressly set forth in this Declaration to the contrary,the Association shall be responsible for the maintenance,repair, and replacement of all Limited Common Areas,with the costs of same being collected though the Assessments against all Dwellings. The applicable Owner shall, however,be responsible for the general cleaning and upkeep of the appearance of such area(s),and for the repair and replacement for any furniture, furnishings or floor coverings placed on any such areas assigned as a Limited Common Area.The Owner(s) of any Dwelling using a Limited Common Area or making or causing to be made any additions, alterations or improvements thereto agrees, and shall be deemed to have agreed, for such Owner, and his or her heirs, personal representatives, successors, and assigns, as appropriate, to hold the Homeowners' Association, the Declarant, and all other Owners harmless from and to indemnify them for any liability or damage to the Properties and expenses arising therefrom. Notwithstanding the designation of any portion of the Common Areas as Limited Common Areas, or the assignment of Limited Common Areas as permitted hereunder, same shall not allow the Owner,the Homeowners'Association or any other assignee of the Limited Common Areas to preclude passage through such areas as may be needed from time to time for emergency ingress and egress, and for the maintenance, repair, replacement, alteration and/or operation of the Common Areas which are most conveniently served (in the sole 16A 6 determination of the Board) by accessing such areas (and an easement is hereby reserved for such purposes) and/or as may be required by Applicable Law. 3.3 Title to the Common Areas. The Declarant may, from time to time and in its sole and absolute discretion, convey all or any portions of its right, title and interest in the Properties, including any Lot or Dwelling which is owned by the Declarant or any of Declarant's affiliates, to the Homeowners' Association (but in no event shall it be obligated to do so, other than as may be required hereunder or under Applicable Law). Such conveyance shall be by quit-claim deed, which shall become effective upon recordation in the Public Records, or by quit-claim bill of sale, as appropriate. The Homeowners' Association shall pay all costs of such conveyance. The Common Areas shall, upon the later of completion of all improvements thereon or the date when the last Dwelling has been conveyed to a purchaser (or at any time sooner and from time to time sooner at the sole election of Declarant and in whole or in part),be conveyed to the Homeowners'Association, which shall be deemed to have automatically accepted such conveyance,by quit-claim deed, without any representations or warranties whatsoever. 3.4 Parking. Parking within the Properties is limited solely to the garages within the Dwellings and any Driveways located within the Lots, as well as any designated parking spaces in the Common Areas which are reserved for visitors. Subject to the restrictions set forth in this Declaration, the Homeowners' Association, through its officers, directors, committees, and agents,is hereby empowered to establish rules and regulations for parking and to make provision for the involuntary removal of any violating vehicle. Notwithstanding anything to the contrary set forth herein,the Homeowners'Association shall have the power and authority to relocate any parking rights to the extent necessary to comply with Applicable Law regarding handicap facilities. EACH OWNER ACKNOWLEDGES AND AGREES THAT CERTAIN PORTIONS OF THE PARKING AREAS AND OTHER PORTIONS OF THE PROPERTIES, INCLUDING BUT NOT LIMITED TO THE DWELLINGS AND DRIVEWAYS, MAY BE LOCATED BELOW THE FEDERAL FLOOD PLAIN, AND, ACCORDINGLY, IN THE EVENT OF FLOODING, ANY PERSONAL PROPERTY STORED THEREIN IS SUSCEPTIBLE TO WATER DAMAGE. ADDITIONALLY, INSURANCE RATES, BOTH FOR THE HOMEOWNERS'ASSOCIATION IN INSURING THE PARKING AREAS AND FOR OWNERS, MAY BE HIGHER THAN IF THE PARKING AREAS WERE ABOVE THE FEDERAL FLOOD PLAIN.BY ACQUIRING TITLE TO, OR TAKING POSSESSION OF, OR USING A DWELLING, EACH OWNER, FOR ITSELF AND ITS TENANTS, GUESTS, AND INVITEES, HEREBY EXPRESSLY ASSUMES ANY RESPONSIBILITY FOR LOSS, DAMAGE OR LIABILITY RESULTING THEREFROM. 3.5 Tenants of Owners.All Owners shall be deemed to have fully delegated their right of enjoyment of the Common Areas and facilities to their tenant, subject to reasonable regulation and approval by the Board (provided that same is not discriminatory against one or more types of users). 3.6 Acquisition and Sale of Property. The Homeowners' Association shall have the power and authority to acquire or divest itself of such interests in real and personal property as it may, in its sole discretion, deem beneficial to its Members as provided in 16A 6 Article 12 of this Declaration. Such interest,if any, may include fee simple or other absolute ownership interests, leaseholds or such other possessory use interests as the Homeowners' Association may, in its sole discretion, determine to be beneficial to its Members. Article 4 EASEMENTS 4.1 Easement Grants. Declarant hereby establishes, creates, and grants the easements in,to,over,under,across and through those portions of the Properties,including, without limitation, the Dwellings as provided below. The easements described below shall be perpetual and non-exclusive and shall be appurtenant to any Dwelling benefited thereby, but shall not be deemed to grant or convey any ownership interest in the Common Areas, or other property subject thereto. All rights to use the easements granted herein shall be subject to the provisions of this Declaration and the Rules and Regulations. Formal language of grant or reservation with respect to such easements, as appropriate, is hereby incorporated in the easement provisions hereof to the extent not so recited in some or all of such provisions. 4.1.1 Easements for Access. Easements in favor of all Owners and other Community Beneficiaries for ingress and egress to provide pedestrian and vehicular access to and from the adjacent dedicated public rights-of-way and all portions of the Common Areas,and including easements in favor of all Owners, and their tenants,and the employees and invitees thereof, through the Common Areas to the extent reasonably necessary for access to the Dwellings and for other purposes. 4.1.2 Easements for Parking. Such easements as may be required for parking in any garage within a Dwelling and in any Driveway located within a Lot. The Owner of a Dwelling may park motor vehicles in its Dwelling, subject to the terms set forth in this Declaration and such Rules and Regulations as may be established by the Homeowners' Association from time to time. 4.1.3 Easements for Encroachments. If any portion of the Properties (including, without limitation, any Dwelling or other improvements constructed thereon) encroaches upon any other portion of the Properties (including, without limitation, any Dwelling, or other improvements constructed thereon); or if any encroachment shall hereafter occur as the result of construction of any Dwelling or other improvement, settling or shifting of any Dwelling or other improvement; or any alteration or repair to any portion of the Properties (or improvements thereon) or after damage by fire or other casualty or any taking by condemnation or eminent domain proceedings of all or any portion of any improvement or portion of the Properties, a valid easement is granted and shall exist for such encroachment and for the maintenance of the same so long as the structure causing said encroachment shall exist. 4.1.4 Easements for Support. Whenever any structure included in the Properties (including, without limitation, any Dwelling or other improvements constructed thereon) adjoins any structure included in any other portion of the Properties (including, without limitation, any Dwelling or other improvements constructed thereon), said 16A 6 structure shall have and be subject to an easement of support and necessity in favor of the other structure. 4.1.5 Public Easements. Fire, police, health and sanitation and other public service personnel and vehicles shall have a permanent and perpetual easement for ingress and egress over and across the Properties, but only to the extent required for the performance of their respective duties.Additionally,easements are hereby reserved in favor of all Owners (and their guests, tenants, and invitees) for ingress and egress over, through and across all Common Areas and/or for emergency ingress and egress purposes. 4.1.6 Easements for Utility Facilities. Each portion of the Properties, including each Dwelling, shall have an easement in common with all other portions thereof, to use,maintain,repair,alter and replace all pipes,wires,ducts,vents,cables,conduits,utility lines, telecommunication and cable equipment and wiring, and similar or related facilities located in the Dwellings and other portions of the Properties. 4.1.7 Easements for Maintenance. Operation, Repair and Rebuilding. Easements in favor of Declarant, the Owners of the Dwellings and the Homeowners' Association, over, under, through and across such portions of the Properties as may be necessary or desirable to perform their obligations to maintain, modify, repair, restore, refurbish, operate, replace or rebuild (including, but not limited to, painting and other decorating), those portions of the Properties which are to be administered, operated, or maintained by such party,pursuant to this Declaration.By way of example,the Homeowners' Association shall have the right to use ladders to access the exterior structural portions of the Dwellings for purposes of maintaining, operating, repair and replacing the exterior structural portions and roofs of the Dwellings in accordance with Section 6.1.5 of this Declaration. 4.1.8 Easements for Signage. Easements in favor of the Declarant and the Homeowners' Association for directional, advertising, promotional or other signage, and architectural features, and other structures overhanging or on the Buildings or other portions of the Properties, as initially constructed by Declarant or as approved by the Homeowners' Association, including the right to move, repair, replace, alter, add to or expand the same. 4.1.9 Construction, Sales and Leasing. The Declarant (and its agents, employees, contractors, subcontractors, and suppliers) shall have an easement of ingress and egress over and across the Properties for construction purposes and to erect, maintain, repair, and replace, from time to time, one or more signs on the Properties, as initially constructed or in such locations designated by Declarant, for the purposes of marketing or advertising the sale or lease of Dwellings or other portions of the Properties. 4.1.10 Additional Easements in favor of Declarant. The Declarant and its affiliates, and their respective employees and agents, shall have the right from time to time to enter upon the Common Areas and any other portions of the Properties (including, without limitation, the Dwellings) for the purpose of the installation, construction, reconstruction, repair, replacement, operation, expansion and/or alteration of any 1 6A 6 improvements or facilities elsewhere on the Properties that Declarant and its affiliates or designees elect to effect, and to use, without charge, for sales, displays and signs or for any other purpose during the period of construction, sale and leasing of Lots or Dwellings. Without limiting the generality of the foregoing, Declarant and its affiliates shall have the specific right to maintain upon any portion of the Properties sales, administrative, construction or other offices and exclusive and non-exclusive easements of access and use are expressly reserved unto Declarant and its affiliates, and their successors, assigns, employees, and contractors, for these purposes. Any obligation (which shall not be deemed to be created hereby) to complete,repair and maintain portions of the Properties shall,at all times,be subject and subordinate to these rights and easements and to the above-referenced activities. Accordingly, Declarant shall not be liable for delays in such completion to the extent resulting from the need to complete any of the above-referenced activities prior to such completion. 4.2 No Easement Grantee. Should the intended creation of any easement provided for in this Declaration fail by reason of the fact that at the time of creation there may be no grantee in being having the capacity to take and hold such easement, then any such grant or purported grant of easement shall nevertheless be considered as having been granted directly to the Homeowners' Association, as agent for such intended grantees, for the purpose of allowing the original party or parties to whom the easements were originally intended to have been granted the benefit of such easement and the Owners designate the Homeowners'Association as their lawful attorney-in-fact to execute any instrument on such Owners° behalf as may hereafter be required or deemed necessary for the purpose of later creating such easement as it was intended to have been created herein. Formal language of grant or reservation with respect to such easements,as appropriate,is hereby incorporated in the easement provisions hereof to the extent not so recited in some or all of such provisions. 4.3 Extent of Easements. The rights and easements of enjoyment of the Owners and other Community Beneficiaries created hereby shall be subject to the terms and provisions of this Declaration including without limitation the following: 4.3.1 The right and duty of the Homeowners' Association to levy Assessments against each Dwelling for the purposes of maintaining the Common Areas in compliance with the provisions of this Declaration. 4.3.2 The right of the Homeowners' Association to adopt and to enforce, at any time and from time to time,the Rules and Regulations governing the use of the Common Areas, including the right to fine Owners as hereinafter provided. 4.3.3 The right of the Homeowners' Association to suspend the enjoyment rights of any Community Beneficiary including, without limitation, the right to use the Common Areas,as provided in Section 11.3 of this Declaration. 4.3.4 The right of Declarant to permit such persons as it may from time to time designate to use the Common Areas. 16A 6 4.3.5 The rights of the Owners as elsewhere provided in this Declaration. 4.3.6 The right of the Declarant, and its successors and assigns, and the Homeowners' Association to sell, transfer, convey or dedicate all or any part of the Properties,or to impose or grant covenants,restrictions,and easements (blanket or specific) in favor of any public agency, authority, or utility for such purposes and subject to such conditions as it may determine, in its sole discretion. 4.3.7 The Declarant's reservations of all other rights of ownership in and to the Properties which are not inconsistent with the foregoing easements, including, without limitation,the right to grant further easements on,over,under and/or across the Properties; the right to improve the Properties (or any portions thereof); the right to subject portion of the Properties to condominium ownership or governance by a sub-association; the right to raze,alter or modify any improvements now or hereafter constructed within the Properties (or any portions thereof) subject to Applicable Law; the right of the Declarant, during the period in which it is a Class B Member, to unilaterally designate and re-designate from time to time the portions of the Properties to be used by Community Beneficiaries, and the right of the Declarant to add or withdraw portions of the Common Areas,to create,designate and assign Limited Common Areas,to reserve or assign all or any portion of its rights under this Declaration and to reserve and transfer development rights,as provided in Article 12 of this Declaration. Article 5 RULES AND REGULATIONS 5.1 Rules and Regulations Governing Use of the Properties. Subject to the rights reserved by the Declarant in this Declaration, the Homeowners' Association shall have the absolute right to regulate the use of the Properties, and may from time to time modify, amend, and supplement the Rules and Regulations. A current copy of the Rules and Regulations established hereunder, if any, and any modifications, amendments, or supplements thereto, shall be made available at the request of any Owner or other Community Beneficiary or Institutional Mortgagee. 5.2 Enforcement of Rules and Regulations. The Homeowners' Association shall have the authority to enforce the Rules and Regulations and the other restrictions imposed by this Declaration, as further set forth in Article 11 of this Declaration. The Homeowners' Association shall also have the right to suspend,for a reasonable period of time,the rights of an Owner, or any of its guests, tenants, or invitees, or both, to use all or any portions of the Common Areas and to levy reasonable fines and suspensions, against any Owner or any of its guests, tenants or invitees, for violations of the Rules and Regulations. Each Owner shall be responsible for all costs of such enforcement, including, without limitation, reasonable attorneys' fees and costs incurred in any actions to redress an alleged failure or refusal to comply, by such Owner, or any of its guests, tenants, or invitees, with the restrictions imposed under or pursuant to this Declaration. This section shall not deprive the Homeowners' Association or any person of any other right or remedy available under this Declaration or under Applicable Law. 16A 6 5.3 Assessments. Fine(s) imposed against an Owner or any of its guests, tenants or invitees shall be treated as an Individual Assessment against the Dwelling, subject to the provisions for the collection of Assessments,and the lien securing same,as set forth in Article 7 of this Declaration. Article 6 MAINTENANCE 6.1 Homeowners' Association's Responsibilities. The Homeowners' Association shall be responsible for,and shall at all times manage, operate,maintain,repair,and replace in good condition and shall replace as often as necessary all Common Areas within the Properties, and any and all Association Property, whether or not conveyed to the Homeowners' Association, and to maintain, repair and replace certain portions of the Dwellings and the Limited Common Areas appurtenant thereto,as hereinafter provided.The Homeowners' Association shall also be responsible for and shall at all times operate and maintain the Stormwater Management System in accordance with the District Permit(if any) issued by the District,shall carry out,maintain,and monitor any required wetland mitigation tasks (if any), and shall maintain copies of all permitting actions with regard to the District. All expenses for maintenance performed by the Association in accordance with this Declaration shall be paid for by the Homeowners'Association through Assessments. These responsibilities include,but are not limited to,the following: 6.1.1 Access Areas. Maintenance of all Access Areas, including, without limitation,all entrance areas,gates,and roadways. 6.1.2 Access Control Facilities. Maintenance of all Access Control Facilities which the Homeowners' Association may from time to time consider necessary or appropriate. Notwithstanding the foregoing, the Homeowners' Association does not guarantee and shall not be liable for damages suffered by anyone as a result of the inadequacy of any such services or devices.Access control personnel (if any) engaged by the Homeowners'Association shall have the right to stop and question persons on the Properties and to require satisfactory evidence of any such person's right to be where he or she is stopped.Any person who fails to establish that right may be required to leave (even if he or she actually is entitled to be where he is stopped but fails to satisfactorily prove that he is). The Homeowners' Association may, at any time and from time to time, alter the design, layout, location and other characteristics of the Access Areas and the Access Control Facilities,existing from time to time on or in connection with the Properties for use by access control personnel. 6.1.3 Common Areas. Maintenance of all outside areas, including, without limitation, (a) all landscaping, sprinklers and irrigation system, as well as those portions of same located within a Lot, (b) all yards, as well as front yards located within a Lot, (c) drainage structures, meters, lift stations, fire pumps and safety equipment, (d) mailboxes, and (e) generators and other electrical and mechanical equipment now or hereafter serving, or located within, the Common Areas and other structures (except public utilities, to the extent same have not been made Common Areas and except those Limited Common Areas 16A 6 to be maintained by Owners, if any) situated on the Common Areas (without imposing any obligation on the Declarant or the Homeowners'Association to provide such services). 6.1.4 Limited Common Areas. Maintenance of all outdoors Limited Common Areas. Notwithstanding the foregoing, the costs associated with maintaining any such Limited Common Areas may(at the discretion of the Association) be assessed to one or more Owner(s), as provided in this Declaration. 6.1.5 Exterior Structural Portions and Roofs of Dwellings. Maintenance and repairs of the exterior structural portions and roofs of the Dwellings, including, but not limited to, pressure cleaning and repainting the exterior walls located therein. Such maintenance shall be conducted utilizing such materials and such colors and quality as that originally utilized by the Declarant or later specified by the Homeowners' Association, as appropriate. The cost of such maintenance and repairs shall be included in the Assessments or levied in the manner provided in Section 7.8; provided, however, any extraordinary maintenance and repairs as determined by the Homeowners' Association, in its sole and absolute discretion, shall be assessed in the manner provided in Section 7.10 of this Declaration. 6.1.6 Additional Easements. Maintenance and operation of all utility easements including tracts or facilities,and conservation or preservation easements areas. 6.1.7 Governmental Compliance. Perform any monitoring and maintenance required under any approval or permit issued by, or agreement with, any governmental agency. 6.1.8 Taxes. Payment of all ad valorem real and personal property taxes, if any, assessed to the Properties, other than those taxes which are separately assessed to a Dwelling. 6.1.9 Utilities and Other Expenses. Payment of all expenses for the removal of trash from the Properties,and any and all water,sewer,electrical and other utility charges incurred by any Dwellings or other portions of the Properties which are tied to central utility meters. 6.1.10 Life Safety Systems. No Owner shall make any additions,alterations,or improvements to the Life Safety Systems, and/or to any other portion of the Properties which may impair the Life Safety Systems or access to the Life Safety Systems,without first receiving the prior written approval of the Homeowners'Association. In that regard,no lock, chain or other device or combination thereof shall be installed or maintained at any time on or in connection with any door on which panic hardware or fire exit hardware is required. Emergency signage shall not be altered or removed by any Owner whatsoever. No barrier including, but not limited to, personal property, shall impede the free movement of ingress and egress to and from all emergency ingress and egress passageways. 6.1.11 Stormwater Management System.To comply with the obligation to: (i) operate, maintain, repair and replace the Stormwater Management System in accordance 1 6A 6 with the District Permit issued by the District, if any, (ii) carry out, maintain, and monitor any required wetland mitigation tasks, if any, and (iii) maintain copies of all permitting actions with regard to the District. Without limiting the foregoing,the Homeowners'Association shall be responsible for the maintenance, operation, and repair of the Stormwater Management System. Maintenance of the Stormwater Management System shall mean the exercise of practices which allow the systems to provide drainage, water storage, conveyance or other stormwater management capabilities as permitted by the District. The Homeowners' Association shall be responsible for such maintenance and operation. Any repair or reconstruction of the Stormwater Management System shall be as permitted, or if modified as approved by the District. 6.1.12 Declarant Obligations.Without limiting the generality of the foregoing, the Homeowners' Association shall assume all of Declarant's and its affiliates' responsibilities to the County, and its governmental and quasi-governmental subdivisions and similar entities of any kind with respect to the Common Areas and off-site maintenance obligations (including, without limitation, any and all obligations imposed by any permits, approvals or encroachment agreements issued by the County and/or State of Florida or other applicable governmental agency, as same may be amended, modified or interpreted from time to time) and the Homeowners'Association shall indemnify and hold Declarant and its affiliates harmless with respect thereto in the event of the Homeowners' Association's failure to fulfill those responsibilities. 6.2 Owner Responsibilities. Each Owner shall maintain or shall cause to be maintained all portions of its Lot, including,but not limited to, the Driveway located therein and any portion of a sewer line located within and serving solely such Lot.Such maintenance shall utilize such materials and such colors and quality as that originally utilized by the Declarant,or as later specified by the Homeowners'Association,as appropriate. In addition, each Owner shall maintain its Dwelling in a neat, orderly and attractive manner and shall pay all ad valorem real and personal property taxes,if any,governmental assessments,trash removal expenses, as well as water, sewer, electrical and other utility charges which are either submetered or are not tied to central utility meters but which are attributable solely to such Dwelling. Notwithstanding the foregoing, the Homeowners' Association shall be responsible for the maintenance of the exterior structural portions and roofs of the Dwellings in accordance with Section 6.1.5 of this Declaration. 6.3 Contractors. The Homeowners' Association shall have the right to contract with other parties, including affiliates, management companies and other service providers, for providing services to perform any or all of its responsibilities set forth in this Article. All costs and expenses incurred by the Homeowners'Association pursuant to any such contracts shall constitute Common Expenses. 6.4 Responsibility for Wrongful Acts. Notwithstanding anything contained in this Declaration, the expense of any maintenance, repair, or construction of any portion of the Properties, necessitated by the negligent or willful acts of any Owner or other Community Beneficiary, or their family or guests shall be borne solely by such Owner or other 1 6A 6 Community Beneficiary and their Dwelling shall be subject to an Individual Assessment for such expense. 6.5 Failure to Maintain. If an Owner of a Dwelling shall fail to maintain any portion of the Properties in the manner required hereunder, the Homeowners' Association may send written notice to such defaulting party and, if such obligations are not performed by the defaulting party within thirty (30) days from the receipt of such notice, or such additional time as may be reasonably required to cure such failure then, in addition to such other remedies as may be available under this Declaration, the Homeowners' Association shall have the right (without limiting any other rights that may be available) to enter upon the portion of the Properties in question and perform such duties; provided, however, that such entry shall be during reasonable hours and only after five (5) days'prior written notice. The party having failed to perform its maintenance duties shall be liable to the Homeowners' Association for the costs of performing such remedial work and shall pay a surcharge of not more than twenty-five percent (25%) of the cost of the applicable remedial work, all such sums to be payable upon demand and to be secured by the lien provided for in Section 7.11.1 of this Declaration. No bids need be obtained for any of the work performed pursuant to this Article and the person(s) or company performing such work may be selected by the Homeowners'Association in its sole discretion.There is hereby created an easement in favor of the Homeowners' Association, and its applicable designees over each applicable portion of the Properties for the purpose of entering onto thereon in the performance of the work herein described,provided that the notice requirements of this section are complied with. Article 7 ASSESSMENTS 7.1 Common Expenses. By acquiring title to a Dwelling,each Owner agrees to pay its share of the Common Expenses as hereinafter set forth. Other than as expressly provided to the contrary herein, all expenses of every kind and nature which the Homeowners' Association incurs or shall incur in connection with its obligations under this Declaration (including,but not limited to,its maintenance obligations under Section 6.1) shall constitute Common Expenses. The Common Expenses shall also include: (i) reserves, if any, required by the Homeowners'Association for future expenditures to be incurred in the maintenance, repair and replacement of various improvements to the Properties;provided,however,that the Declarant shall have the right to waive such reserves at any time during which it is a Class B Member of the Homeowners'Association; (ii) any and all costs of maintaining, managing, insuring, repairing and replacing Common Areas, including, without limitation, the Access Areas, and/or other facilities; (iii) any and all expenses relating to the operation and management of the Properties (including management fees and salaries and employment related costs of all employees and personnel employed by the Homeowners' Association); (iv) any and all costs of maintaining any portions of the Dwellings required to be maintained by the Homeowners'Association; (v)property taxes and assessments on the Common Areas; (vi) insurance on the Common Areas; (vi) legal and accounting fees; (vii) charges for utilities used upon the Common Areas; (viii) expenses and liabilities incurred by the Homeowners' Association in the enforcement of its rights and duties under this Declaration; (ix) all costs relating to the District Permit, including, without limitation, any expenses incurred or t6A 6 associated with the repair or maintenance of the Stormwater Management System required thereunder; and (x) any and all other expenses deemed by the Homeowners'Association to be necessary and proper for its management, maintenance, repair, operation and governance of the Properties. 7.2 Percentage Shares of Assessments. 7.2.1 Percentage Shares of Assessments.The Percentage Share of a Dwelling of all Assessments shall, at any time and from time to time, be equal to the percentage obtained by dividing one (1) by the total number of Dwellings within the Properties at such time for which a temporary or final certificate of completion or occupancy, or its equivalent, has been issued by the County at the time of such Assessments. For example,the Percentage Share of Assessments of a Dwelling during a period in which there are twenty(20) Dwellings within the Properties for which a temporary or final certificate of completion or occupancy, or its equivalent, has been issued by the County at the time of such Assessment shall be five percent (5.0%). 7.2.2 Adjustments to Percentage Shares. To the extent permitted under Applicable Law,the Homeowners'Association shall have the power and authority,from time to time, to modify the Percentage Shares of Assessments set forth in Section 7.2 based upon the state and extent of development of certain Common Areas and other portions of the Properties,the levels of services being provided to the Dwellings,and other relevant factors. In the event of a dispute as to the Percentage Shares of Assessments,the determination of the Declarant shall be dispositive. 7.3 Incomplete Dwellings. Notwithstanding anything to the contrary in this Declaration, or in the Articles or the By-Laws, Assessments shall be imposed only against those Dwellings for which a temporary or final certificate of completion or occupancy,or its equivalent, has been issued by the County at the time of such Assessments. Assessments of the Homeowners' Association shall not be imposed against any other portions of the Properties including vacant Lots. 7.4 Declarant's Obligations for Assessments. Notwithstanding anything in this Declaration to the contrary, during the period in which the Declarant is a Class B Member,the Declarant shall not be liable for the payment of any Assessments imposed upon any Dwellings which are owned by the Declarant, or its affiliates, for any period during which the Declarant elects,at its sole option,to be responsible for the payment of any Common Expenses incurred that exceed the Assessments receivable from other Owners and other income of the Homeowners' Association for any such time period(s). The Declarant may, at any time and from time to time, be relieved of all obligations to fund deficits as previously mentioned by electing, for any assessment or installment period or periods, that Declarant, or its affiliates, will pay Assessments, if any, imposed on Dwellings owned by each of them on the same basis as any other Owner. The Declarant's responsibility, if any, for payment of the Homeowners' Association's operating deficit shall automatically terminate (if not sooner terminated) on the date that the Declarant's Class B membership is terminated. As of the first day of the first calendar month immediately following the termination of the Declarant's responsibility,if any, for the payment of the Homeowners' Association's operating deficit(s), if any, the Declarant 16A 6 shall, commencing with that date, be responsible for the payment of Assessments payable for any Dwelling(s) owned by it as are normally required to be made by any other Owner under the terms of this Declaration from and after that date. Declarant may from time to time change the option under which Declarant is making payments to the Homeowners' Association by written notice to such effect to the Homeowners'Association. When all Dwellings within the Properties are conveyed by the Declarant, neither the Declarant, nor its affiliates, shall have further liability of any kind to the Homeowners'Association for the payment of assessments, deficits, or contributions. 7.5 Lien rights.The Homeowners'Association shall have the power and authority to make and collect Assessments, and shall have lien rights against each Dwelling, as hereinafter set forth and subject to the applicable provisions of the Act. 7.6 Liability for Assessments and Charges. 7.6.1 An Owner, regardless of how title is acquired, including a purchaser at a judicial sale, shall be liable for all Assessments and other charges coming due with respect to its Dwelling while it is the Owner.The Declarant shall be liable for all unpaid Assessments and charges against each Dwelling,which it owns, up to the time of its conveyance, without prejudice to any right the Declarant may have to recover from the Owner any amounts paid by the Declarant. No Owner may waive or otherwise escape liability for Assessments by non-use (whether voluntary or involuntary) of the Common Areas or abandonment of the right to use the Common Areas. Neither the Declarant's lender nor the lenders, if any, of the Dwellings, shall be liable for any Assessments unless and until any such lender acquires title to the applicable Dwelling, at which time any such lender shall be liable for all Assessments accruing to such Dwelling after the date it acquires title. 7.6.2 To the fullest extent permitted under Applicable Law, all Assessments shall be a superior lien to all other liens, save and except tax liens and first mortgage liens in favor of Institutional Mortgagees. 7.7 General Assessments. 7.7.1 General Assessments shall be determined annually for the purpose of payment of Common Expenses. 7.7.2 The Homeowners' Association shall annually estimate the Common Expenses for the upcoming year and shall assess the Owners, based upon their Percentage Shares,sufficient monies to meet this estimate. Should the Homeowners'Association at any time determine that the Assessments are not sufficient to pay the Common Expenses, or in the event of emergency, the Homeowners' Association shall have the authority to levy and collect Special Assessments for such purpose. All notices of Assessments from the Homeowners'Association to the Owners shall designate when they are due and payable.All General Assessments shall be charged based upon the Percentage Shares of the Dwelling set forth in Section 7.2 of this Declaration. Notwithstanding anything contained to the contrary in this Declaration, any Dwellings owned by the Declarant or any of its affiliates shall not be 16A 6 subject to Assessments for capital improvements without the Declarant's prior written consent. 7.7.3 General Assessments shall be collectible in advance for each applicable period commencing on the first day of the first month after a Dwelling has been granted a temporary or final certificate of completion or occupancy, or its equivalent, has been issued by the County. A General Assessment shall be considered delinquent if not paid within ten (10) days after the due date specified by the Homeowners'Association. 7.8 Special Assessments. 7.8.1 The Homeowners' Association may levy a Special Assessment against all Owners for any of the following purposes: the acquisition of personal property; defraying the cost of construction of capital improvements, capital repairs, or other capital expenditures to the Properties, including, without limitation, any portions of the Dwellings to be maintained by the Homeowners' Association (if any), except for those capital improvements which are initially constructed by the Declarant and except for Individual Assessments under Section 7.10 of this Declaration; any portions of those Dwellings to be maintained and repaired by the Homeowners' Association under this Declaration; and the costs and other expenses of design, construction, reconstruction, unexpected substantial repair or replacement of a capital improvement, including the necessary fixtures and personal property related thereto. Notwithstanding anything contained to the contrary in this Declaration, any Dwellings owned by the Declarant or its affiliates shall not be subject to Special Assessments for capital improvements without the Declarant's prior written consent. 7.8.2 All notices of Special Assessments from the Homeowners' Association to the Owners shall designate when the Special Assessment is due and payable. All Special Assessments shall be charged based upon the Percentage Shares set forth in Section 7.2 of this Declaration. Special Assessments shall be collectible in such manner as the Homeowners' Association shall determine. A Special Assessment shall be considered delinquent if not paid within ten (10) days after the due date specified by the Homeowners' Association. 7.9 Emergency Special Assessments. The Homeowners'Association may levy an Emergency Special Assessment when, in its sole determination, there is potential danger or damage to persons or property. The Homeowners' Association shall not be required to obtain the approval of the membership of the Homeowners'Association in connection with an Emergency Special Assessment. Such Emergency Special Assessments may be utilized to pay for preventative, protective or remedial design, construction, reconstruction, improvements, repairs, or replacements. Events justifying Emergency Special Assessments include, but are not limited to, hurricanes, floods, and fires. Notwithstanding anything contained to the contrary in this Declaration, any Dwellings owned by the Declarant or its affiliates shall not be subject to Emergency Special Assessments for capital improvements without the Declarant's prior written consent. 16A 6 7.9.1 Emergency Special Assessments shall be payable in such a manner as the Homeowners' Association shall determine and all notices of Emergency Special Assessments from the Homeowners' Association to the Owners shall designate when the Assessment is due and payable. All Emergency Special Assessments shall be charged based upon the Percentage Shares of the Dwellings as set forth in Section 7.2 of this Declaration. An Emergency Special Assessment shall be considered delinquent if not paid within ten(10) days after the due date specified by the Homeowners'Association. 7.10 Individual Assessments. The Homeowners' Association may levy an Individual Assessment against a particular Dwelling for the cost of: 7.10.1 Any maintenance, repairs, replacements, or for fines imposed by the Homeowners' Association pursuant to Section 11.2 of this Declaration. When, in the Homeowners' Association's sole judgment, an Owner's failure or refusal to perform has impaired the use or value of any portion of the Properties, or poses a safety hazard, the Homeowners'Association has a right of entry into all portions of the Properties, including, without limitation,any individual Dwellings therein,to perform repairs, replacements,or to cure any violation of this Declaration or the Rules and Regulations, including the right to abate or eliminate any nuisance; or 7.10.2 Any maintenance of those portions of the Dwellings which are to be maintained by the Owners pursuant to Section 6.2 of this Declaration; or 7.10.3 Any insurance premiums owed by a Dwelling pursuant to Article 9 of this Declaration. The Homeowners' Association may levy an Individual Assessment against a particular Dwelling for the cost of any Individual Assessment, which shall include an administrative fee charged by the Homeowners'Association in an amount to be determined from time to time by the Board in its sole discretion. 7.11 Effect of Non-payment of Assessments. 7.11.1 Any Assessment that is unpaid for more than ten (10) days after the date it is due shall bear interest, from the date when due, until the date it is paid, at a rate equal to the lesser of(i) eighteen percent(18%) per annum or(ii) the highest rate allowable under Applicable Law. In addition, the Owner of any Dwelling, with respect to which an Assessment is overdue by more than ten (10) days, will be required by the Homeowners' Association to pay a late charge equal to the greater of One Hundred and No/100 U.S. Dollars ($100.00) or five percent (5%) of the amount of the delinquent Assessment, to compensate the Homeowners' Association for the added administrative expense resulting from the delinquency. Any and all such amounts shall become a continuing lien on the Dwelling against which the Assessment is made upon recording of a claim of lien in the Public Records, and shall also be the continuing personal obligation of the Owner of such Dwelling at the time of the Assessment. 16A 6 7.11.2 If the Assessment is not paid within thirty (30) days after the due date, the Homeowners'Association may, at any time thereafter, accelerate the entire amount due for the period for which the Assessment was made, and declare the same immediately due and payable. The Homeowners' Association may also record a claim of lien in the Public Records setting forth the amount of the unpaid Assessment and the rate of interest due thereon. The Homeowners' Association may at any time thereafter bring an action to foreclose the lien against the Dwelling and/or a suit on the personal obligation against the Owner or Owners, and there shall be added to the amount of such Assessment the cost of such action (including reasonable attorneys'fees and costs through all appellate levels) and, in the event a judgment is obtained,such judgment shall include interest on the Assessment and late charges as provided above and reasonable attorneys' fees through all appellate levels,together with the costs of the action. 7.11.3 In the event that a check given to the Homeowners' Association for payment of an Assessment, or for payment of any sums due hereunder shall be dishonored for any reason whatsoever, the Homeowners' Association shall have the right, in its sole discretion, to charge an administrative fee at the highest amount permitted by applicable law. This fee shall be deemed to be a part of the Assessment, shall be secured by the lien of the Assessment against the affected Dwelling, and may be enforced in the same manner as any other Assessment. 7.12 Lien of Mortgages. Except as hereafter provided, any mortgagee or its successors or assignees who acquire title to a Dwelling by foreclosure or by deed in lieu of foreclosure is liable for the unpaid Assessments that became due prior to the mortgagee's acquisition of title. Notwithstanding the foregoing, in no event shall an Institutional Mortgagee,which is the holder of a first mortgage on a Dwelling,be liable for more than the Dwelling's unpaid Assessments which accrued or came due during the twelve (12) months immediately preceding the acquisition of title to the Dwelling by the Institutional Mortgagee, and for which payment in full has not been received by the Homeowners'Association,or one percent (1%) of the original mortgage debt, whichever amount is less. The limitations contained in this section shall not apply unless the Institutional Mortgagee joins the Homeowners' Association as a defendant in the foreclosure action. Joinder of the Homeowners' Association is not required if, on the date the complaint is filed, the Homeowners'Association was dissolved or did not maintain an office or agent for service of process at a location which was known to or reasonably discoverable by the mortgagee.The person acquiring title shall pay the amount owed to the Homeowners' Association within thirty (30) days after the transfer of title. Failure to pay the amount owed to the Homeowners'Association when due shall entitle the Homeowners'Association to record a claim of lien against the Dwelling and proceed in the same manner as provided in this section for unpaid Assessments. The foregoing limitation of liability shall apply to any purchaser at a foreclosure sale of a first mortgage held by an Institutional Mortgagee, regardless of whether the purchaser is the holder of the foreclosed mortgage.A mortgagee acquiring title to a Dwelling as a result of foreclosure or deed in lieu thereof may not during the period of its ownership of such Dwelling, whether such Dwelling is unoccupied, be excused from the payment of any of the Assessments coming due during the period of such ownership. No sale i6A 6 or transfer shall relieve any Dwelling from liability for any Assessment thereafter becoming due, or from the lien of any such subsequent Assessment. 7.13 Certificate of Assessments. The Homeowners' Association shall prepare a roster of the Dwellings and the Assessments applicable thereto, which shall be kept in the office of the Homeowners' Association and shall be open to inspection by any Owner. The Homeowners' Association shall, upon demand, furnish an Owner an estoppel certificate in writing signed by an officer of the Homeowners' Association, setting forth whether the Owner's Assessments and charges have been paid and/or the amount which is due as of any date and certify as to whether or not there are any violations of this Declaration with respect to the Dwelling as of the date of preparation of said estoppel certificate; provided, however, that the Homeowners' Association shall have the right, in its sole discretion, to charge an administrative fee at the highest amount permitted by applicable law.As to parties without knowledge of error, who rely thereon, such certificates shall be presumptive evidence of payment or partial payment of any Assessments therein stated. 7.14 Declarant Credits. To the fullest extent permitted under Applicable Law, Declarant may take credits against any unpaid Assessments for monies Declarant previously advanced on behalf of the Homeowners'Association. These items shall specifically include, but not be limited to, initial start-up expenses, prepaid insurance premiums, Common Area utility charges and deposits, permit and license fees, charges for service contracts, charges for uniforms,supplies and salaries of Homeowners'Association employees and other similar expenses. Article 8 INDEMNIFICATION OF OFFICERS AND DIRECTORS/INDEMNIFICATION OF DECLARANT 8.1 Indemnity. Each Owner, except Declarant and its affiliates, hereby indemnifies and saves harmless all other Owners,from any and all liability,damage,expense, causes of action, suits, claims or judgments arising from the Dwelling that is owned by it,or with respect to which it has easement rights, except to the extent caused by the act or negligence of another Owner and in such event only as to such other Owner whose act or negligence is excepted. 8.1.1 Indemnification of Officers and Board of Directors. Every officer and member of the Board of Directors of the Homeowners'Association shall be indemnified by the Homeowners' Association and the other Community Beneficiaries against all expenses and liability, including attorneys' fees through all appeals, reasonably incurred by or imposed upon such person in connection with any proceeding to which such person may be a party or in which such person may become involved by reason of their being or having been an officer or member of the Board of Directors,whether or not such person is an officer or member of the Board of Directors at the time such expenses are incurred, except in such cases wherein the officer or member of the Board of Directors is adjudged guilty of willful misfeasance or malfeasance in the performance of such person's duties,provided that,in the event of any claim for reimbursement or indemnification hereunder based upon a settlement by the officer or member of the Board of Directors seeking such reimbursement or 16A 6 indemnification herein shall apply only if the Homeowners' Association approves such settlement and reimbursement as being in the best interest of the Homeowners'Association. The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to which such officer or member of the Board of Directors may be entitled under the Articles or By-Laws of the Homeowners'Association. 8.1.2 Indemnification of Declarant. Each Owner, by acceptance of a deed to one or more Lot or Dwelling, and each other Community Beneficiary, by the use of any easements relating to the Properties,shall indemnify and hold the Declarant and its affiliates, the Homeowners'Association and the Board of Directors harmless from and against any and all claims, demands, fines, suits, actions, decrees and judgments (and any and all costs and expenses including attorneys'fees through all appeals relating thereto) resulting from or in connection with loss of life,bodily or personal injury or property damage arising(directly or indirectly)out of or on account of any occurrence in,at or about the Properties,or occasioned (in whole or part) by use of the Properties or any improvement thereon, while it owns, occupies or manages any portion of the Properties,except to the extent the loss of life,injury or damage results from the gross negligence or willful misconduct of any such indemnified party. Any amounts owed the Declarant or the other indemnified parties by Owners pursuant to this section shall be levied against them as Individual Assessments. Article 9 INSURANCE AND CONDEMNATION 9.1 Insurance. The Homeowners' Association shall maintain insurance (from a company rated with a current A.M.Best Company,Inc.rating of B+or better),throughout the term of this Declaration, in amounts and for the coverages set forth in Section 9.3 of this Declaration. 9.2 Authority to Purchase: Named Insured. Notwithstanding anything to the contrary in this Declaration and to the fullest extent permitted under Applicable Law, all insurance policies upon the Properties shall be purchased by or at the direction of the Homeowners' Association and shall be placed in a single agency or company, if possible. Additionally, the Homeowners'Association may elect (but shall not be obligated) to insure any structure or other improvement which does not lie entirely within the Properties and the cost of any such insurance shall be a Common Expense. The named insureds under any such policies purchased by the Homeowners' Association shall be the Homeowners' Association (and its officers, directors, agents, and employees), without naming them, and its mortgagee, and such other parties, if any, which the Homeowners' Association may determine, from time to time, should be added thereon. Provisions shall be made for the issuance of mortgagee endorsements, certificates, and memoranda of insurance to any mortgagees. 9.3 Coverage. 9.3.1 Casualty Insurance. All buildings and insurable improvements located within the Common Areas, shall be insured for fire and extended coverage perils, excluding foundation and excavation costs, and all personal property owned by the Homeowners' 16A 6 Association shall be insured for its full insurable value, with such deductibles as may be determined by the Board, in its sole and absolute discretion, all as determined annually by the Board. When appropriate and obtainable, each of the foregoing policies shall waive the insurer's right to: (i) pay only a fraction of any loss in the event of coinsurance or if other insurance carriers have issued coverage upon the same risk; and (ii) avoid liability for a loss that is caused by an act of the Homeowners'Association, or an Owner, or an officer thereof, or by one or more Owners or as a result of contractual undertakings. Additionally, each policy shall provide that any insurance trust agreement will be recognized, that the insurance provided shall not be prejudiced by any act or omissions of individual Owners that are not under the control of the Homeowners' Association, and that the policy shall be primary, even if an Owner has other insurance that covers the same loss. In addition, each Dwelling, excluding all fixtures, furniture, equipment, and personal property therein, shall be insured in an amount not less than one hundred percent (100%) of the replacement value of exterior structural portions and roofs of such Dwelling,and shall specifically exclude, (a) any portions of the Lot which serve or located in the Common Areas, and (b) any fixtures, furniture, equipment and personal property in the Dwelling. By way of example and not of limitation,all policies obtained by the Homeowners for a Dwelling shall not include any improvements and betterments to such Dwelling, including, but not limited to, all non-structural components of the Dwelling, interior walls, floor coverings, window coverings,and replacements of any of the foregoing which are located within the boundaries of the insured Dwelling, or which serve only such Dwelling. Such policies may contain reasonable deductible provisions, which shall not exceed five percent (5%) of the insured amount,and shall afford protection against loss or damage by fire and other hazards covered by an"all-risk"policy form,and such other risks as from time to time are customarily covered with respect to improvements similar to the insured Dwelling in construction, location and use, including,but not limited to,vandalism and malicious mischief. Every casualty insurance policy obtained by the Homeowners'Association,if desired by the Homeowners'Association,or if required by Federal National Mortgage Association or Federal Home Loan Mortgage Corporation shall have the following endorsement (to the extent applicable and available at a commercially reasonable cost): (i) agreed amount and inflation guard; and (ii) steam boiler coverage (providing at least $50,000.00 coverage for each incident at each location),if applicable. 9.3.2 General Liability Insurance.The Homeowners'Association shall obtain general liability insurance covering the Common Areas of the Properties and insuring the Homeowners' Association, and the Owners and such other parties, if any, as the Homeowners' Association may, from time to time, determine should be added thereon, as their interests appear, in such amounts and providing such coverage as the Homeowners' Association may determine, from time to time, provided that the minimum amount of coverage is not less than $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate. The liability insurance shall include,but not be limited to,hired and non-owned automobile coverage. i6A 6 9.3.3 Worker's Compensation Insurance. The Homeowners' Association shall obtain Worker's Compensation Insurance to meet the requirements of law, as necessary. 9.3.4 Flood Insurance. The Homeowners' Association shall obtain flood insurance to meet the requirements of federal, state, or local law, or any regulation enacted pursuant to federal, state, or local law, as necessary, for the Common Areas and the Association Property, if any. In no event shall the Homeowners' Association be required to obtain flood insurance for any of the Dwellings or any portion thereof. 9.3.5 Fidelity Insurance. The Homeowners' Association shall obtain fidelity insurance covering all persons who control or disburse funds on behalf of the Homeowners' Association,such insurance to be in an amount not less than three(3)times the total monthly Assessments plus the amount estimated to be held in reserve accounts at the end of the then current calendar year. The Board may also obtain such errors and omissions insurance, indemnity bonds,fidelity bonds and such other insurance as it deems advisable,insuring the Board or any management company engaged by the Homeowners' Association against any liability for any act or omission in carrying out their obligations hereunder,or resulting from their membership on the Board or any committee thereof. 9.3.6 Other Insurance.The Homeowners'Association shall obtain such other insurance as the Homeowners'Association shall determine from time to time to be desirable including acts and omissions coverage for members of the Board of Directors and officers of the Homeowners' Association, and windstorm and other coverage for the Buildings and Association Property, including portions for which the Homeowners' Association is responsible for maintaining. 9.3.7 "Blanket" Insurance. The requirements of this Article may be met by way of the Homeowners'Association being an insured party under any coverage carried by the Declarant or under coverage obtained by the Homeowners'Association as long as such coverage is in accordance with the amounts and other standards in this Article. 9.3.8 Subrogation Waiver. If available, the Homeowners' Association shall obtain policies which provide that the insurer waives its right to subrogation as to any claim against other Community Beneficiaries and their respective employees,agents, and guests. 9.4 Premiums. Premiums upon insurance policies purchased by the Homeowners' Association shall be paid by the Homeowners' Association. The cost of insurance premiums and other incidental expenses incurred by the Homeowners' Association in administering and carrying out any of the provisions of this Article shall be assessed against and collected from Owners as part of the General Assessments. Notwithstanding the foregoing, the premiums for any insurance for any Dwelling (or any portion thereof)for which such insurance is being obtained by the Homeowners'Association pursuant to this Article 9 shall be assessed to any such Dwelling as an Individual Assessment pursuant to Section 7.10 of this Declaration. i6A 6 9.5 Shares of Proceeds. Except as otherwise provided in this Declaration, all insurance policies purchased by the Homeowners'Association shall be for the benefit of the Homeowners' Association, and the Owners, and their mortgagees, as their interests may appear,and shall provide that all proceeds covering losses shall be paid to the Homeowners' Association or at its option, to an insurance trustee. In the event a mortgagee endorsement has been issued regarding any improvement on the Properties, the share of the Owner, if any, shall be held in trust for each mortgagee and the Owner, as its interest may appear; provided,however,that no mortgagee shall have any right to determine or participate in the determination as to whether or not any damaged improvement shall be reconstructed or repaired,and no mortgagee shall have any right to apply or have applied to the reduction of a mortgage debt any insurance proceeds, except distribution of such proceeds made to the Owner and the mortgagee pursuant to the provisions of this Declaration. 9.6 Distribution of Proceeds. Proceeds of insurance policies received by the Homeowners'Association,shall be held by the Homeowners'Association,or at its option,by an insurance trustee designated by the Homeowners' Association, if such proceeds exceed Twenty-Five Thousand and No/100 U.S. Dollars ($25,000.00), and distributed to or for the benefit of the Owners and other Community Beneficiaries in the following manner: 9.6.1 Reconstruction or Repair. If the damage for which proceeds are paid is to be repaired or reconstructed,such proceeds shall be paid to defray the cost of such repairs and reconstruction in accordance with the provisions of this Article. Any proceeds which remain after defraying such costs shall be distributed to the Owners based upon their Percentage Shares. 9.6.2 Failure to Reconstruct or Repair. If it is determined in the manner provided in Section 9.8 that the damage for which proceeds are paid shall not be reconstructed or repaired,such proceeds,subject to the following,shall be distributed to the Owners based upon their Percentage Shares; provided,however,that if the damage suffered affects less than all of the Owners, the Percentage Shares shall be adjusted pro rata to be allocated over only those Owners suffering damage and proceeds in proportion to the amount of loss suffered by each affected Owner, and distributed first to the holders of any mortgage in amounts sufficient to pay off their mortgages,as their interests may appear,and the balance, if any, to the applicable Owner(s). There shall be no distribution of such proceeds until all debris, remains and residue have been cleared and removed, and the damaged area has been properly landscaped. In the event of loss or damage to personal and/or real property belonging to the Owners, and should the Homeowners' Association determine not to replace such personal and/or real property as may be lost or damaged,the proceeds shall be distributed only to the affected Owners in the manner provided herein. 9.7 Homeowners' Association's Power to Compromise Claims. The Board of the Homeowners' Association is hereby irrevocably appointed as agent for each Owner, and other Community Beneficiary, and for each holder of a mortgage or other lien, for the purpose of compromising and settling all claims arising under insurance policies purchased by the Homeowners' Association, and to execute and deliver releases therefore upon payment of claims. 16A 6 9.8 Determination to Reconstruct or Repair. If any part of the Properties shall be damaged by casualty, the damaged property shall be reconstructed or repaired unless it is determined by at least seventy-five percent (75%) of the Owners and by the Homeowners' Association,that it shall not be reconstructed or repaired. 9.9 Plans and Specifications. Subject to requirements imposed by applicable governmental rules and regulations, any reconstruction or repair of all or any portion of the Properties must be substantially in accordance with the plans and specifications for the original buildings; or, if not, then according to the plans and specifications approved by the Homeowners'Association. 9.10 Estimates of Costs. Unless a determination is promptly made after the occurrence of a casualty, in accordance with Section 9.8 of this Declaration, not to rebuild, replace or repair damage to the Properties, then the Homeowners' Association has the responsibility of reconstruction, repair or replacement, and the Homeowners' Association shall obtain reliable and detailed estimates of the cost to rebuild, repair or replace such portions of the Properties. Such costs may include professional fees and premiums for such bonds as the Homeowners'Association requires. 9.11 Emergency Special Assessments for Restoration or Reconstruction. If the proceeds of the insurance are not sufficient to pay the estimated cost of reconstruction, repair or replacement by the Homeowners' Association, or if at any time during reconstruction, repair or replacement, or upon completion of reconstruction, repair or replacement, the funds for the payment of the costs of reconstruction and repair are insufficient,Emergency Special Assessments shall be levied by the Homeowners'Association and assessed to the Owners of the affected portions of the Properties in sufficient amounts, and based on equitable allocation among such affected portions, to provide funds for the payment of all such costs, as well as any deductible required by the applicable insurance policy(ies). In determining the equitable allocation among the affected portions of the Properties, the Homeowners' Association shall have the right to, from time to time, adjust the equitable allocation among the affected portions of the Properties based upon the levels of damage to each Dwelling or other portion of the Properties, and the rights of the use of certain Limited Common Areas,and other relevant factors,as may be reasonably determined by the Homeowners'Association. 9.12 Construction Funds.The funds for the payment of costs of reconstruction and repair after casualty,which shall consist of proceeds of insurance held by the Homeowners' Association, or by an insurance trustee, as applicable, and funds collected by the Homeowners' Association from Emergency Special Assessments against Owners, shall be distributed in payment of such costs in accordance with this Article. The proceeds of insurance collected on account of a casualty,and the sums deposited with the Homeowners' Association from collections of Emergency Special Assessments on account of such casualty, shall constitute a construction fund which shall be disbursed in payment of the costs of repair and construction in the following manner and order: 16A 6 9.12.1 Homeowners' Association - Lesser Damage. If the amount of the estimated cost of reconstruction, repair and replacement that is the responsibility of the Homeowners' Association is less than Twenty-Five Thousand and No/100 U.S. Dollars ($25,000.00), the construction fund shall be disbursed in payment of such costs upon the order of the Homeowners'Association. 9.12.2 Homeowners' Association-Major Damage. If the amount of the estimated cost of reconstruction, repair and replacement that is the responsibility of the Homeowners' Association is Twenty-Five Thousand and No/100 U.S. Dollars ($25,000.00) or more,the construction funds held by the Homeowners'Association shall be disbursed in payment of such costs in the manner required by the Homeowners' Association, and upon approval by an architect or engineer qualified to practice in the State of Florida and employed by the Homeowners'Association to supervise the work. 9.13 Surplus. It shall be presumed that the first monies disbursed in payment of the costs of reconstruction,repair and replacement shall be from insurance proceeds.If there is a balance in a construction fund after payment of all costs of the reconstruction, repair, and replacement for which the fund is established,such balance shall be distributed equally to the Owners. Notwithstanding the foregoing, any portions which the Homeowners' Association determines are attributable solely to insurance proceeds or funds provided by one or more of the Dwellings shall be distributed to the Owner of such Dwelling(s). 9.14 Owners' Coverage. The insurance required to be purchased by the Homeowners'Association pursuant to this Section 9 shall not cover claims against an Owner due to occurrences within its Dwelling, or any other portion of its Lot, nor casualty or theft loss to the contents of or improvements to such Owner's Dwelling,or any other portion of its Lot. It shall be the obligation of each Owner to maintain the following insurance policies and coverages throughout the term of this Declaration, and shall furnish written proof thereof promptly upon request by the Homeowners'Association: 9.14.1 Personal Property. All fixtures, furniture, equipment and personal property in each Dwelling shall be insured in an amount not less than one hundred percent (100%) of the full insurable replacement value thereof, and shall specifically exclude, any portions of the Lot which serve or located in the Common Areas. By way of example and not of limitation, all policies obtained by an Owner shall include all improvements and betterments to such Dwelling (excluding all portions insured by the Homeowners' Association pursuant to Section 9.3 herein), including, but not limited to, all non-structural components of the Dwelling, interior walls, floor coverings, and replacements of any of the foregoing which are located within the boundaries of the insured Dwelling, or which serve only such Dwelling,whether or not located within the applicable Dwelling. Such policies may contain reasonable deductible provisions, which shall not exceed five percent (5%) of the insured amount,and shall afford protection against loss or damage by fire and other hazards covered by an"all-risk"policy form,and such other risks as from time to time are customarily covered with respect to improvements similar to the insured Dwelling in construction, location and use, including,but not limited to,vandalism and malicious mischief. i6A 6 9.14.2 Windstorm and Flood Insurance. Windstorm and flood insurance covering the Lot (excluding the portions of the Dwelling insured by the Homeowners' Association),with such coverage as shall be in at least such amounts as from time to time are carried by prudent owners of similar property within the vicinity of the Properties. 9.14.3 Liability Insurance. General liability insurance covering the Lot (including the Dwelling thereon),in such amounts and providing such extended coverage as the Owner may determine, from time to time, provided that the minimum amount of coverage is not less than $250,000.00 per occurrence and $500,000.00 in the aggregate. 9.14.4 Such Other Insurance. Such other or greater insurance as is required by the mortgage held by the applicable Owner's mortgagee, if any, or Declarant's Mortgagee,as well as such other insurance as the Homeowners' Association may determine from time to time, in its reasonable discretion,to be desirable in connection with the applicable Lot. 9.15 Condemnation. In the event any portion of the Properties is condemned or taken through eminent domain, the Owner of the property so taken shall be entitled to the full award therefore as if this Declaration were not in existence and the other Owner(s) shall not be entitled to share in any portion of the award as a result of the existence of this Declaration; provided, however, that the foregoing shall not prevent an award to any other Owner(s) for the diminution in value of the property of the other Owner(s), provided same does not reduce the award payable to the Owner whose property was condemned or taken. Article 10 USE RESTRICTIONS 10.1 Nuisances. Nothing shall be done or maintained on any Dwelling which may be or become an annoyance or nuisance to the occupants of other portions of the Properties. Any activity on a Dwelling which interferes with television, cable or radio reception on another Dwelling shall be deemed a nuisance and a prohibited activity. In the event of a dispute or question as to what may be or become a nuisance, such dispute or question shall be submitted to the Board of Directors, which shall render a decision in writing, which decision shall be dispositive of such dispute or question. 10.2 Parking and Prohibited Vehicles. No person shall park any vehicle so as to obstruct or otherwise impede ingress or egress to any Driveway, including, without limitation, any Driveway located within the Lot of another Owner. In addition to the foregoing, each Owner, and its respective tenant, shall require that any guests, licensees, invitees, and other visitors of such Owner, or its tenant (if applicable), refrain from parking in any Driveway located within the Lot of another Owner, or any areas not designated for visitor parking, if any, and, instead, use off-site parking areas designated by the Association for the parking of any vehicles while visiting the Properties. Parking in the Properties shall be restricted to private automobiles and passenger-type vans, jeeps, pick-up trucks, sport utility vehicles, motorcycles, and motor scooters (all of which are collectively referred to herein as "vehicles"). No person shall park, store or keep on any portion of the Properties any large commercial type vehicle (for example, dump truck, motor home, trailer, cement mixer truck, oil or gas truck and delivery truck), nor may any person keep any other vehicle 1 6A 6 within any portion of the Properties which is deemed to be a nuisance by the Board. No trailer, camper, motor home or recreational vehicle shall be used as a residence, either temporarily or permanently,or parked on the Properties.The Board shall have the authority to prohibit any vehicle, including any motorcycle or motor scooter, which it determines constitutes a nuisance due to its noise level, particularly where such vehicle is operated in the early morning or late evening hours. No vehicle is permitted within the Common Areas which leaks oil,brake fluid,transmission fluid or other fluids. No Owner, occupant or other person shall conduct repairs or restorations on any motor vehicle, or other vehicle, or race the engine of any vehicle, upon any portion of the Properties. No more than one (1) motorcycle or motor scooter may be parked in a single Common Area parking space,and in no event may a motorcycle or a motor scooter be parked in the same parking space as another vehicle or between any parking spaces. For so long as the Declarant conducts any sales or leasing activities on the Properties,its use of parking spaces shall not be impeded or restricted.The prohibitions on parking contained in this section shall not apply to temporary parking of: (a) commercial vehicles, such as for construction use or providing pick-up and delivery and other services related to the Dwellings; (b) any vehicles of the Declarant, or its affiliates or designees, used for construction, maintenance, repair, decorating, sales, or marketing purposes; or (c) service vehicles operated in connection with the Homeowners' Association or its management company. Subject to Applicable Law,any vehicle,boat,motorcycle or trailer parked in violation of these or other restrictions contained herein or in the Rules and Regulations may be towed by the Homeowners' Association at the sole expense of the owner of such vehicle. The Homeowners' Association shall not be liable to the owner of such vehicle for trespass, conversion or otherwise, nor shall it be guilty of any criminal act,by reason of such towing. EACH OWNER ACKNOWLEDGES AND AGREES THAT CERTAIN PORTIONS OF THE PROPERTIES MAY BE LOCATED BELOW THE FEDERAL FLOOD PLAIN, AND, ACCORDINGLY, IN THE EVENT OF FLOODING, ANY PERSONAL PROPERTY STORED THEREIN IS SUSCEPTIBLE TO WATER DAMAGE. ADDITIONALLY, INSURANCE RATES, BOTH FOR THE HOMEOWNERS' ASSOCIATION IN INSURING THE COMMON AREAS IN WHICH PARKING SPACES ARE LOCATED, IF ANY, AND FOR OWNERS, MAY BE HIGHER THAN IF THE COMMON AREAS WERE ABOVE THE FEDERAL FLOOD PLAIN. BY ACQUIRING TITLE TO,OR TAKING POSSESSION OF, OR USING A DWELLING, OR USE OF A PARKING SPACE, EACH OWNER, FOR ITSELF AND ITS TENANTS, GUESTS, AND INVITEES,HEREBY EXPRESSLY ASSUMES ANY RESPONSIBILITY FOR LOSS,DAMAGE OR LIABILITY RESULTING THEREFROM. 10.3 Exterior Alterations. No Owner or occupant of a Dwelling shall cause or allow improvements or changes to the structure or exterior of any Dwelling or in any manner change the appearance of any portion of the exterior of their Dwelling,without obtaining the prior written consent of the Homeowners' Association (in the manner specified herein). Except as initially installed by the Declarant, no spas, hot tubs, whirlpools, or similar improvements shall be permitted on any terrace,patio or balcony without the prior written consent of the Homeowners' Association. No exterior antennas, satellite dishes or similar equipment shall be permitted on any Dwelling or any portion of the Common Areas. � 6A 6 Notwithstanding the foregoing, upon obtaining the prior written consent of the Homeowners' Association, satellite dishes and other devices permitted under Applicable Law, may be installed within the Dwellings or any Limited Common Areas appurtenant thereto.To the fullest extent permitted under Applicable Law,the Homeowners'Association may enact rules and regulations which prohibit or otherwise restrict individual antennas, including (without limitation): (a) prohibitions or restrictions based on the availability of a central antenna system or other central reception facilities; and (b) requirements that any devices which may be permitted under Applicable Law be of comparable size, weight and appearance, that any such devices be installed and maintained in a manner designed to protect the safety of the Buildings and its occupants, and that any such devices satisfy reasonable and uniform standards established by the Homeowners' Association for architectural appearance purposes. 10.4 Signs. No sign, poster, display, billboard or other advertising device of any kind including, without limitation, "FOR SALE," "FOR RENT," or construction signs shall be displayed to the public view on any portion of the Common Areas or the Limited Common Areas, without the prior written consent of the Homeowners'Association, except: (i) signs, regardless of size, used by the Declarant, its successors or assigns or a party developing or marketing any portion of the Properties, including signs used for construction or repairs, advertising, marketing, sales or leasing activities; (ii) signs installed as part of the initial construction of the Dwellings and replacements of such signs (similar or otherwise); (iii) bulletin boards, entrance, directional, informational and similar signs used by the Homeowners' Association; (iv) signs, of reasonable size, provided by a contractor for security services within ten (10) feet of any entrance to a Dwelling; and (v) as may be required by legal proceedings, it being understood that the Homeowners' Association may not grant permission for signs unless their erection is reasonably necessary to avert serious hardship to the applicable Owner. Furthermore, the size and design of all signs, house numbering, outside lamp posts, and other such materials shall be approved by the Homeowners'Association and shall display continuity and conformity throughout the entire Properties. If permission is granted, the Homeowners' Association reserves the right to restrict size,color,content,and location of signs. No sign shall be nailed or attached to a tree. 10.5 Animal Restrictions. No more than three (3) household pets (as may be defined and re-defined by the Homeowners' Association), not to exceed seventy-five (75) pounds each, shall be maintained in any Dwelling (or any other portion of a Lot), or any portion of the Common Areas. Household pets shall not be kept,bred,or maintained for any commercial purpose and shall not become a nuisance or annoyance to neighbors.Those pets which are not permitted under Applicable Law shall not be permitted within the Community. Additionally, those pets which, in the sole discretion of the Homeowners' Association, endanger health, safety,have the propensity for dangerous or vicious behavior (such as pit bulldogs or other similar breeds or mixed breeds),make objectionable noise,or constitute a nuisance or inconvenience to the Owners of other Lots shall be removed upon request of the Homeowners'Association. Owners must pick up all solid wastes of their pets and dispose of such wastes appropriately. All pets (including cats) must be kept on a leash of a length that affords reasonable control over the pet at all times, or must be carried,when in any portion of the Common Areas.No pet may be kept on a patio,yard,balcony,or terrace when its owner 6A 6 is not in the Dwelling. Without limiting the generality of Article 11 of this Declaration, any violation of the provisions of this restriction shall entitle the Homeowners'Association to all of its rights and remedies, including, but not limited to, the right to fine the Owners and tenants (as provided in any applicable Rules and Regulations) and/or to require any pet to be permanently removed from the Properties. The Homeowners'Association may from time to time limit the areas designated for walking pets. Each Owner or occupant of a Dwelling shall be required to register its pet with the Homeowners'Association. Owners and occupants or users of Dwellings,or any other portion of the Properties, must pick up all solid wastes of their pets and dispose of such wastes appropriately.The Homeowners'Association shall have the right,at any time,to require that any pet on the Properties provide a DNA sample,which sample may be taken by swab of the interior of such pet's mouth. The Homeowners'Association shall have the right to have any pet feces tested for purposes of matching such feces with the DNA on file with the Homeowners' Association and, in addition to any other remedy provided to the Homeowners' Association under this Declaration or Applicable Law, shall have the right to fine Owners and tenants for each violation of the foregoing restriction. The Homeowners' Association may establish rules and regulations and a registration fee to defray the costs associated with the accommodation of pets at the Properties. In addition to any other rights provided under this Declaration or under Applicable Law, the Board of the Homeowners' Association may require the Owner or other occupant of a Dwelling to remove any pet from the Properties for repeated violations of this section, or, in the Board's sole discretion, if such pet constitutes a danger to the Owners and other occupants of Dwellings. If the owner of such pet fails to comply with such request,the Board may cause the pet to be removed from the Properties, and all costs of such removal shall be the responsibility of the owner.Every pet owner shall be strictly responsible for the behavior of such owner's pet, including any damage to property or injury to persons caused by such pet, and shall indemnify and hold the Declarant, the Homeowners' Association and every other Owner or occupant of a Dwelling harmless from any damage or injury caused by the pet.The Homeowners'Association may adopt rules and regulations that further regulate the keeping of pets within the Properties,including,without limitation,the disposal of pet waste, noise, access to elevators and Common Areas with pets,and the regulation or prohibition of pet activities within the Common Areas or other portions of the Properties. Any violation of the provisions of this restriction shall entitle the Homeowners' Association to all of its respective rights and remedies,including,without limitation,the right to fine Owners and tenants (as provided in any applicable rules and regulations) and/or to require any pet to be permanently removed from the Properties. 10.6 Trash. No Dwelling shall be used or maintained as a dumping ground for rubbish, trash, or other waste. All trash, garbage, grass, shrub or tree clippings and other waste shall be kept in sanitary containers and, except during pickup, all containers shall be kept within enclosures within each Dwelling (or in a containment area, if provided). No containers shall be placed along the roadway prior to 7:00 p.m. of the day prior to each scheduled pick up. No odor shall be permitted to arise therefrom so as to render the 1 6 A 6 Property or any portion thereof unsanitary, unsightly, offensive, or detrimental to any Dwelling in the vicinity thereof or to its occupants. No lumber,grass,shrub or tree clippings or plant waste, metals,bulk material, or scrap or refuse or trash shall be kept, except within an enclosed structure appropriately screened from view erected for that purpose,if any,and otherwise in accordance with the approval of the Homeowners'Association. 10.7 Temporary Structures. Except as maybe used or permitted by the Declarant during periods of construction or renovation,no structure of a temporary nature (including, without limitation, trailers, tents, shacks, or mobile offices) shall be located or used within the Properties. Nothing herein shall prevent the Owner or occupant of a Dwelling from the display of one portable, removable United States flag or official flag of the State of Florida in a respectful manner, and on Armed Forces Day, Memorial Day, Flag Day, Independence Day, and Veterans Day may display in a respectful manner portable, removable official flags, not larger than 4 1/2 feet by 6 feet, which represents the United States Army, Navy, Air Force, Marine Corps, or Coast Guard, regardless of any declaration rules or requirements dealing with flags or decorations and provided such flag is not consistently stored in the front porch, terrace,balcony or otherwise visible from the roadway. 10.8 Renewable Resource Devices. Nothing in this Declaration shall be deemed to prohibit the installation of energy devices based on renewable resources (e.g.,solar collector panels); provided, however, that same shall be installed only in accordance with the reasonable standards adopted from time to time by the Homeowners' Association. Such standards shall be reasonably calculated to maintain the aesthetic integrity of the Properties without making the cost of the aforesaid devices prohibitively expensive. 10.9 Outside Items. No linens, clothing, household fabrics, curtains, rugs, or laundry of any kind shall be hung, dried, or aired from any windows, doors, balconies, terraces, or other portions of the Dwellings including any Limited Common Areas appurtenant thereto, or any portions of the Common Areas. No equipment, materials or other items shall be placed on balconies, patios, or similar areas. The foregoing shall not prevent placing and using patio-type furniture,planters,and other items in such areas if the same are normally and customarily used for a residential balcony or terrace area. In the event of any doubt or dispute as to whether a particular item is permitted hereunder, the decision of the Board of the Homeowners'Association shall be final and dispositive. 10.10 Bicycles, Play Equipment, Strollers, Etc. Bicycles, tricycles, scooters, skateboards,and other play equipment,baby strollers and similar items shall not at any time be left in the Driveways or within any other portion of the Dwelling which are visible from the outside of the Dwelling, or which any portion of the Common Areas of the Properties or in the Limited Common Areas. 10.11 Occupancy and Use Restrictions; Permitted Uses. Except as otherwise herein expressly provided, each Dwelling may be used only for residential purposes (other than in the case of rights reserved to the Declarant). Notwithstanding the foregoing restriction,each Dwelling may be used as a home office or other commercial uses to the extent permitted under Applicable Law. 16A 6 10.12 Leasing of Dwellings.Leasing of Dwellings shall be subject to the prior written approval of the Homeowners'Association. The Homeowners'Association may from time to time promulgate rules to require a deposit from the prospective tenant in an amount not to exceed one (1) month's rent ("Deposit"), to be held in an escrow account maintained by the Homeowners' Association. Notwithstanding the foregoing, no Deposit shall be required for any Dwelling which is rented or leased directly by or to the Declarant.A Dwelling Owner may not lease its Dwelling more than three (3) times within any calendar year.When a Dwelling is leased,a tenant shall have all use rights in Association Property and those Common Areas otherwise readily available for use generally by the Owners, and the Owner(s) of the leased Dwelling shall not have such rights,except as a guest,unless such rights are waived in writing by the tenant. Nothing herein shall interfere with the access rights of the Owner as a landlord pursuant to Chapter 83, Florida Statutes. The Homeowners'Association shall have the right to adopt rules to prohibit dual usage by an Owner and a tenant of Association Property and Common Areas otherwise readily available for use generally by Owners.Additionally,copies of all leases of Dwellings shall be submitted to the Homeowners'Association and the tenants thereunder must register with the Homeowners' Association prior to any occupancy. The Owner of a leased Dwelling shall be jointly and severally liable with its tenants for any violations of this Declaration or the Rules and Regulations of the Homeowners'Association and agrees to pay any claim for injury or damage to property caused by the negligence of the tenant and a special charge may be levied against the Dwelling therefor. Notwithstanding anything to the contrary herein, every lease shall provide (or, if it does not,shall be automatically deemed to provide)that: (i) a material condition of the lease shall be the tenant's full compliance with the covenants, terms, conditions and restrictions of this Declaration (and all exhibits hereto), and with any and all Rules and Regulations adopted by the Homeowners'Association from time to time (before or after the execution of the lease); and (ii) that a tenant may not, under any circumstances, sublet the Dwelling (or any portion thereof) to any other person or permit occupancy by any other person. All leases are hereby made subordinate to any lien filed by the Homeowners' Association whether prior or subsequent to such lease. 10.13 Variances. The Board of Directors of the Homeowners'Association shall have the right and power to grant variances from the provisions of this Article 10 (as they may relate to the Common Areas) and from the Rules and Regulations (as they may relate to the Common Areas) for good cause shown, as determined in the reasonable discretion of the Board. No variance granted as aforesaid shall alter, waive, or impair the operation or effect of the provisions of this Article 10 in any instance in which such variance is not granted. 10.14 Declarant Exemption. Except as may be expressly provided to the contrary in this Declaration, the Declarant shall be exempt from all restrictions set forth in this Declaration to the extent such restrictions interfere in any manner with Declarant's plans for construction, repair, development, use, sale or other disposition of the Properties, or any part thereof. In order that the development of the Properties may be undertaken, and the Properties established as a fully occupied community, neither any Owner, nor the Homeowners'Association,shall do anything to interfere with Declarant's activities.Without 16A 6 limiting the generality of the foregoing, nothing in this Declaration shall be understood or construed to: 10.14.1 Prevent Declarant, its successors or assigns, or its contractors or subcontractors, from doing on any property owned by them whatever they determine to be necessary or advisable in connection with the completion of the development of the Properties, or the future development thereof (if any) including, without limitation, the alteration of its construction plans and designs as Declarant deems advisable in the course of development (and all models or sketches showing plans for future development of the Properties, as same may be expanded, may be modified by the Declarant at any time and from time to time,without notice); or 10.14.2 Prevent Declarant, its successors or assigns, or its contractors, subcontractors or representatives, from erecting, constructing and maintaining on any property owned or controlled by Declarant, or its successors or assigns or its or their contractors or subcontractors, such structures as may be reasonably necessary for the conduct of its or their business of completing said development, construction or repair, or any future development, construction or repairs, and establishing the Properties as a community and disposing of the same by sale,lease or otherwise; or 10.14.3 Prevent Declarant, its successors or assigns, or its contractors or subcontractors or representatives,from conducting on any property owned or controlled by Declarant, or its successors or assigns, its or their business of developing, subdividing, grading, and constructing improvements in the Properties and of disposing of Dwellings, or interests therein,by sale,lease or otherwise, or any other portion of the Properties; or 10.14.4 Prevent Declarant, its successors or assigns, from determining in its sole discretion the nature of any type of improvements to be initially constructed, or may in the future be constructed,as part of the Properties; or 10.14.5 Prevent Declarant,its successors or assigns or its contractors or subcontractors or representatives, from maintaining such sign or signs on any property owned or controlled by any of them as may be necessary in connection with the operation of any Dwelling owned by Declarant (its successors or assigns) or the sale, lease or other marketing of any Dwellings or any other portion of the Properties, or otherwise from taking such other actions deemed appropriate; or 10.14.6 Prevent Declarant, or its successors or assigns from amending this Declaration, or to add or withdraw additional property as otherwise provided in this Declaration; or 10.14.7 Prevent Declarant from modifying, changing, reconfiguring, removing or otherwise altering any improvements located on the Common Areas; or 10.14.8 Prevent Declarant from exercising or otherwise utilizing or benefiting from any future development rights or other reserved rights which it may have retained with respect to all or any portion of the Properties. 16A 6 Article 11 ENFORCEMENTS AND REMEDIES 11.1 Enforcement. This Declaration,the Articles and the By-Laws maybe enforced by the Homeowners'Association as follows: 11.1.1 Breach of any of the covenants contained in this Declaration or the By-Laws and the continuation of any such breach may be enjoined, abated or remedied by appropriate legal proceedings by the Declarant, the Homeowners' Association or their successors-in-interest. 11.1.2 The result of every act or omission whereby any of the covenants contained in this Declaration or the By-Laws are violated in whole or in part is hereby declared to be and constitute a nuisance, and every remedy allowed by law or equity with respect to nuisances either public or private shall be applicable and may be exercised by the Declarant or the Homeowners'Association or their successors-in-interest. 11.1.3 The remedies herein provided for breach of the covenants contained in this Declaration or in the By-Laws shall be deemed cumulative,and none of such remedies shall be deemed exclusive. 11.1.4 The failure of the Homeowners' Association to enforce any of the covenants contained in this Declaration or in the By-Laws shall not constitute a waiver of the right to enforce the same thereafter. 11.1.5 A breach of the covenants, conditions or restrictions contained in this Declaration or in the By-Laws shall not affect or impair the lien or charge of any Institutional Mortgagee made in good faith and for value on any Lot or Dwelling; provided, however, that any subsequent Owner of such Lot or Dwelling shall be bound by said covenants, conditions and restrictions,whether such Owner's title was acquired by foreclosure sale or otherwise. 11.2 Fines. In addition to all remedies, in the sole discretion of the Board, a fine or fines may be imposed upon an Owner and his Dwelling for failure of an Owner, his family, guests, invitees, lessees or employees, to comply with any covenant, restriction, rule or regulation herein or in the Articles or By-Laws,provided the following procedures are adhered to. To the maximum extent permitted under Applicable Law, Declarant shall be exempt from the imposition of fines described in the foregoing sentence. 11.3 Notice. The Homeowners'Association shall notify the Owner or occupant of the infraction or infractions. Included in the notice shall be a date and time of the next Board meeting at which time the Owner or occupant shall present reasons why fines should not be imposed. A fine or suspension may not be imposed without notice of at least fourteen (14) days to the person sought to be fined or suspended. 11.3.1 Hearing: The non-compliance shall be presented to a committee of at least three (3) members appointed by the Board who are not Officers,Members of the Board of Directors, or employees of the Homeowners' Association, or the spouse, parent, child, 16A 6 brother, or sister of an Officer, Member of the Board of Directors, or employee. The committee shall hear reasons why fines should not be imposed. A written decision of the committee shall be submitted to the Owner or occupant by not later than twenty-one(21)days after the Board's meeting. If the committee, by majority vote, does not approve a proposed fine or suspension, it may not be imposed. 11.3.2 Penalties: The committee may levy reasonable fines, not to exceed the maximum amount permitted under Applicable Law, against any Member, Owner or any tenant, guest, or invitee. A fine may be levied on the basis of each day of a continuing violation, with a single notice and opportunity for hearing, except that no such fine shall exceed the maximum amount, if any,permitted under Applicable Law. 11.3.3 Payment of Penalties: Fines shall be paid not later than thirty (30) days after notice of the imposition or assessment of the penalties. 11.3.4 Collection of Fines: To the extent permitted under Applicable Law,Fines shall be treated as an Assessment subject to the provisions for the collection of Assessments (including, without limitation, those as to liens) as set forth in this Declaration and in the By-Laws. 11.3.5 Application of Penalties: All monies received from fines shall be allocated as directed by the Board. 11.3.6 Suspension. In addition to fines, the Homeowners' Association may suspend, for a reasonable period of time, the rights of an Owner, or an Owner's tenants, guests,or invitees,or both,to use Common Areas and other facilities.Suspension of Common Area use rights shall not impair the right of an Owner or tenant of a Dwelling to have vehicular and pedestrian ingress or egress. 11.3.7 Assessments. The requirements of this section do not apply to the imposition of suspensions or fines upon any Owner because of the failure of the Owner to pay Assessments or other charges when due; provided, however, that the Homeowners' Association may suspend the voting rights of an Owner for the nonpayment of any Assessments that are delinquent more than ninety(90) days. 11.4 Remedies. Anything to the contrary contained in this Declaration notwithstanding, in the event of a violation or breach of any of the provisions contained in this Declaration,specific performance and/or injunctive relief shall specifically be available, it being agreed that damages would, at best, be difficult to ascertain and would be an inadequate remedy in any event.The fines shall not be construed to be exclusive and shall exist in addition to all other rights and remedies to which the Homeowners' Association may be otherwise legally entitled;however,any penalty paid by the offending Owner or occupant shall be deducted from or offset against any damages which the Homeowners' Association may otherwise be entitled to recover by law from such Owner or occupant. EACH OWNER, MEMBER,AND EACH ASSOCIATION,SHALL BE DEEMED TO HAVE EACH HEREBY WAIVED � 6A 6 TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM PERTAINING TO THIS AGREEMENT. 11.5 Attorneys' Fees. Except as otherwise provided in Section 14.12 of this Declaration, the prevailing party in any action brought pursuant to this Section 11.1 (whether in tort, contract or otherwise) shall be entitled to the award of court costs and reasonable attorneys' and paralegals' fees at all trial and all appellate levels and in connection with all proceedings,whether suit is instituted. Article 12 MODIFICATIONS, SUPPLEMENTS AND AMENDMENTS 12.1 Legal Descriptions. It is understood that this Declaration is being executed prior to the completion of construction of the improvements on certain portions of the Properties.Any legal descriptions attached hereto for any portion of the Properties are based on a surveyor's determination of the lines dividing the Lots and the remainder of the Properties, and the actual location may vary somewhat. Therefore, Declarant reserves the right,power and authority by itself,without the joinder or any person or entity whatsoever other than its mortgagee,if any,to modify the legal descriptions of the dividing lines between Lots and the remainder of the Properties, to conform to the "as built" improvements by recording an amendment to this Declaration in the Public Records of the County, in which event the legal descriptions for any Lots,and the remainder of the Properties,set forth in or attached to such amendment,shall supersede those attached hereto. 12.2 Relocation of Utility Facilities. If either the Declarant or the Homeowners' Association needs or desires from time to time to relocate or add to any of the existing utility facilities serving any Dwelling or any other portion of the Properties (including easement areas), the party so adding to, changing, rearranging, altering, modifying, relocating or building upon said facilities shall be responsible, at its cost, for adding to, changing, rearranging, altering, modifying, relocating or building upon said facilities shall be responsible, at its cost, for adding to, changing, rearranging, altering, modifying, relocating or building upon such utility facilities, and same shall be accomplished in a manner so as to minimize inconvenience to the Owners and the other Community Beneficiaries. 12.3 Modification of Easements. Subject to the provisions in this Declaration, the Homeowners'Association reserves the right at any time and from time to time,without the need for obtaining consent or approval from any Owner to change, rearrange, alter, modify, or otherwise reduce any easements created hereby, provided same does not materially and adversely affect any such other Owner(s). In the event any of same are accomplished with respect to the easement areas located on any Lot same shall automatically release the area which is so changed, rearranged, altered, modified, or otherwise removed from this Declaration. 12.4 Modifications to the Properties. The Buildings,and the improvements within a Lot shall not be modified in such a way as to materially and adversely affect an Owner of another Lot. Therefore, it is understood and agreed that, after initial construction, the improvements on a Dwelling shall not be altered to: (a) materially increase the size or 16A 6 volume, (b) materially change the configuration, or (c) increase the square footage, height, or setbacks without, in any such case, the consent of the applicable Owner and any mortgagee of the Dwelling. In addition,the exterior structural portions of a Dwelling shall be maintained substantially in the manner in which they were originally constructed and no material change in or to the exterior structural portions (such as the color or finishes) of the improvements in a Dwelling shall be permitted without the prior written consent of the Homeowners'Association. 12.5 Supplements. During the period in which the Declarant is the Class B Member of the Homeowners'Association, and thereafter, to the extent permitted by Applicable Law, the Declarant may, in its sole discretion and from time to time, add other property to the provisions of this Declaration by amendment to this Declaration (which shall not require the consent of then existing Owners, the Homeowners' Association, or any other Community Beneficiaries) and thereby add to the Properties. Nothing in this Declaration shall, however, obligate Declarant to add to the Properties, nor to prohibit Declarant from rezoning and changing its development plan with respect to such future portions. All Owners, by acceptance of a deed to or other conveyance of their Lot or Dwelling and all mortgagees of Owners,by acceptance of a mortgage on any Lot or Dwelling,thereby automatically consent to any such rezoning,change,addition or deletion thereafter made by the Declarant and shall evidence such consent in writing if requested to do so by the Declarant at any time (providing, however, that the refusal to give such written consent shall not obviate the general effect of this provision). 12.6 Withdrawal. During the period in which the Declarant is the Class B Member of the Homeowners'Association,and thereafter,to the fullest extent permitted by Applicable Law, the Declarant reserves the right to amend this Declaration unilaterally at any time, without prior notice and without the consent of any person or entity, for the purpose of removing certain portions of the Properties then owned by the Declarant or its affiliates from the provisions of this Declaration to the extent included originally in error or as a result of any changes whatsoever in the plans for the Properties desired to be effected by the Declarant. 12.7 Declarant Amendments. During the period in which the Declarant is the Class B Member of the Homeowners' Association, and thereafter, to the extent permitted by Applicable Law, this Declaration may be amended by the Declarant to correct any errors or omissions or to effect any other amendments whatsoever,provided such other amendment does not, in the Declarant's sole judgment, have a materially adverse effect on substantial rights of any Institutional Mortgagee who has not consented in writing to the amendment. In addition, during the period in which the Declarant is the Class B Member of the Homeowners' Association, and thereafter, to the extent permitted by Applicable Law, the Declarant shall have an absolute right to make any amendments to this Declaration (without any other party's consent or joinder) that are requested or required by the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Government National Mortgagee or any other governmental, quasi-governmental or governmental- chartered entity which owns or expects to own one or more Institutional Mortgages encumbering the Properties,or any portion thereof,or to insure the payment of one or more 16A 6 such mortgages, or that are requested or required by any Institutional Mortgagee or prospective Institutional Mortgagee to enhance the marketability of its mortgages to one or more of the foregoing. 12.8 Owner Amendments.This Declaration may also be amended by an instrument signed by the President of the Homeowners' Association, attested to by its Secretary and certifying that the amendment set forth in the instrument was adopted by a vote of at least sixty-six and two-thirds percent (66 2/3%) of the voting interests to be cast by all Members, at a duly called meeting thereof; provided,however,that so long as Declarant or its affiliates is the Owner of any Lot or Dwelling affected by this Declaration,and unless prohibited under Applicable Law,Declarant's consent must be obtained if such amendment,in the sole opinion of Declarant,affects its interest. 12.9 Water Management District. Any amendment to this Declaration which alters the Stormwater Management Systems beyond the maintenance in its original condition, including mitigation or preservation areas and the water management portions of the Common Areas, must have the prior approval of the applicable water management district (the "District" or "Agency"). The District shall determine whether the amendment necessitates a modification of the current permit for the Stormwater Management System (the "District Permit" or"Permit"). If a modification is necessary,the District will advise the Association. The District has the right to take enforcement action,including a civil action for an injunction and penalties against the Association to compel it to correct any outstanding problems with the Stormwater Management System or in mitigation or conservation areas under the responsibility or control of the Association. Without limiting the foregoing, the District shall have the right to enforce, by a proceeding at law or in equity, the provisions contained in this Declaration which relate to the maintenance, operation and repair of the Stormwater Management System. 12.10 Reservation of Development Rights, Entitlements, Signage Rights and Air Rights. The Declarant reserves and retains unto itself, on behalf of itself and its affiliates, their respective successors and assigns, for their sole use and benefit, any and all right,title, interest and ownership of, whether now or hereafter existing the following: (a) the development rights to any and all future improvements which may from time to time be permitted under Applicable Law to be developed on any portion of the Properties including, without limitation(i)the right(but not the obligation)to construct additional improvements, and (ii) any and all unused development rights and interests relating to the Properties, including, without limitation, any and all severable or transferable density allocations and use rights (collectively, the "Development Rights"); (b) the impact, tax and other fees and credits, reimbursements, rebates, abatements, entitlements and other benefits relating to the past, present or future development of all or any portion of the Properties, which may now or hereafter be available from any Federal, state or local governmental agency (the "Entitlements"); (c) any and all naming rights for the Community and all rights to use the name "Santa Barbara Place Villas" and derivations thereof(the "Signage Rights"); and (d) all air above and around each Building and other improvements within the Properties (the "Air Rights"). In no event shall the foregoing reservations be deemed to include any subsurface 1 6 A 6 rights, within the meaning of Section 689.29, F.S., or any right of entry in connection therewith. In connection with the foregoing rights,the Declarant further reserves and retains, on behalf of itself and its affiliates and their respective successors and assigns,such easements on, over, under, through and across the Properties (including, without limitation, the Dwellings therein) as may be necessary for use and enjoyment of its Development Rights, Entitlements, Air Rights and Signage Rights, including, without limitation, the installation, repair,replacement and maintenance of any such improvements and installations (whether placed or constructed upon the roof of a Building or elsewhere) within the Properties. The Declarant, and its successors and assigns shall also have an easement of subjacent lateral support and all other support over any portions of the Properties which may now or hereafter contribute to the support of any such improvements which are now or hereafter constructed within the Properties. Notwithstanding anything to the contrary in this Declaration, in no event shall any Development Rights,Entitlements,Air Rights or Signage Rights,or any rights relating thereto or otherwise arising in connection therewith, be deemed to be Common Areas of the Properties, or an appurtenance to a Lot or Dwelling which automatically runs with title thereto unless assigned by Declarant to such Lot or Dwelling. The rights and privileges reserved by the Declarant in this section may at any time be assigned, leased, transferred and/or conveyed (in whole or in part) to any affiliate of the Declarant or to any third party. Each Owner, by acceptance of title to a Lot or Dwelling, and the Homeowners' Association, automatically and unconditionally (a) waives, relinquishes and quitclaims unto the Declarant,and its successors and assigns, any and all right,title and interest that it may now or hereafter have in the Development Rights, Entitlements, Air Rights and Signage Rights, and in any and all rights relating thereto or otherwise arising in connection therewith; (b) acknowledges and agrees that the reservations of such rights were fully taken into account in determining the purchase price of a Lot or Dwelling; (c) agrees to execute, at the request of the Declarant,or any successor or assign thereof,all documents or consents which may be required by any governmental or quasi-governmental agencies to allow such party to obtain the benefits of the Development Rights, Entitlements, Air Rights and Signage Rights, including, without limitation, any plat or re-plat, unity of title, declaration, covenant running with the land in lieu of unity of title,applications,permits or other documents,amendments or modifications of subdivision restrictions or declarations of easement,or the use of any Signage Rights by the Declarant, by any affiliate thereof, or by any third party; and (d) appoints the Declarant, and any successor or assign or designee thereof, as its agent and attorney-in-fact to execute, on behalf and in the name of such Owners and Condominium Associations, any and all such documents or consents. Notwithstanding the foregoing, if requested by the applicable party, each Owner and Homeowners' Association shall evidence their consent in writing (provided, however, that any refusal to give such written consent shall not obviate the automatic effect of this provision). The foregoing power of attorney is irrevocable and coupled with an interest.To the fullest extent permitted under Applicable Law,no portion of this section may be amended, waived, or otherwise abridged without the prior written consent of the Declarant. 16A 6 No amendment, rule or regulation may be adopted by the Homeowners'Association, or by the Members, which would eliminate, modify, prejudice, abridge or otherwise alter in any way the rights granted or reserved,in this Declaration,in favor of the Declarant,without the approval of at least eighty percent (80%) of all voting interests in the Properties,subject to the following sentence; provided however, that nothing herein shall limit or impair the amendment rights of the Declarant. Additionally,all rights granted or reserved to Declarant in this Declaration shall be deemed an appurtenance to any Lots or Dwellings owned by the Declarant or its assigns (but only for so long as the Declarant or its assigns owns such Dwellings),and shall not be eliminated, modified, or impaired by any amendment or by rule or regulation (other than an amendment enacted by the Declarant) without the consent of the Declarant or its assigns, as appropriate 12.11 Effects of Amendments. Any duly adopted amendment to this Declaration shall run with and bind the Properties for the same period and to the same extent as do the covenants and restrictions set forth herein. Article 13 DISCLAIMERS 13.1 GENERAL DISCLAIMER. DECLARANT HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES AS TO DESIGN,CONSTRUCTION,FURNISHING AND EQUIPPING OF THE LOTS,DWELLINGS AND REMAINDER OF THE PROPERTIES,EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW. AS TO SUCH WARRANTIES WHICH CANNOT BE DISCLAIMED,AND AS TO OTHER CLAIMS, IF ANY,WHICH CAN BE MADE AS TO THE AFORESAID MATTERS, ALL INCIDENTAL AND CONSEQUENTIAL DAMAGES ARISING THEREFROM ARE HEREBY DISCLAIMED. 13.2 SPECIFIC ADDITIONAL DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND LIABILITY. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, HAVE BEEN GIVEN OR MADE BY DECLARANT, THE HOMEOWNERS' ASSOCIATION, OR ANY OF THEIR SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, COMMITTEE MEMBERS, EMPLOYEES, AGENTS, CONTRACTORS OR SUBCONTRACTORS (COLLECTIVELY, THE "LISTED PARTIES") NOR SHALL ANY SUCH PARTIES BE LIABLE OR RESPONSIBLE FOR SUCH,UNLESS EXPRESSLY SET FORTH IN THIS DECLARATION, AND DECLARANT AND THE LISTED PARTIES HEREBY SPECIFICALLY DISCLAIM ANY LIABILITY OR RESPONSIBILITY FOR THE FOLLOWING: 13.2.1 ANY MATTERS RELATING TO THE VIEW, SECURITY, PRIVACY, LOCATION, DESIGN AND DENSITY OF THE PROPERTIES, INCLUDING ANY LOTS AND DWELLINGS. 13.2.2 THE PREVENTION OF TORTIOUS ACTIVITIES, THE SECURITY, HEALTH, SAFETY OR WELFARE OF ANY OWNER, OCCUPANT, COMMUNITY BENEFICIARY, OR USE OF ANY OTHER PORTION OF THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THEIR TENANTS, GUESTS, INVITEES, AGENTS, SERVANTS, CONTRACTORS OR SUBCONTRACTORS.ANY PROVISIONS OF THIS DECLARATION, OR i 6 A 6 OF THE ARTICLES OR BYLAWS, SETTING FORTH THE USES OF ASSESSMENTS WHICH RELATE TO ACCESS CONTROL FACILITIES➢HEALTH,SAFETY AND/OR WELFARE SHALL BE INTERPRETED AND APPLIED ONLY AS LIMITATIONS ON THE USES OF ASSESSMENT FUNDS AND NOT AS CREATING A DUTY OF THE RECIPIENT OF SUCH ASSESSMENT FUNDS TO PROTECT OR FURTHER THE HEALTH, SAFETY OR WELFARE OF ANY PERSON(S), EVEN IF ASSESSMENTS ARE CHOSEN TO BE USED FOR ANY SUCH REASON. 13.2.3 THE PHYSICAL CONDITION, ZONING, COMPLIANCE WITH APPLICABLE LAW, MERCHANTABILITY, HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE OF ANY PORTION OF THE COMMON AREAS OR OTHER PORTIONS OF THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE SALE, OPERATION, LEVEL OR COST OF MAINTENANCE, TAXES OR REGULATION THEREOF AND, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SUITABLITY FOR INTENDED USE OF THE LOTS AND DWELLINGS,OR ALL OR ANY OTHER PORTION OF THE COMMON AREAS OR OTHER PORTIONS OF THE PROPERTIES. 13.2.4 BOWING AND/OR DEFLECTION OF MATERIALS, AND CRACKING AND SETTLEMENT OF IMPROVEMENTS, WHICH EACH OWNER RECOGNIZES AND AGREES IS TYPICAL OF THE TYPE OF IMPROVEMENTS IN THE PROPERTIES. 13.2.5 MOLDS, MILDEW, TOXINS AND FUNGI WHICH, GIVEN THE CLIMATE AND HUMID CONDITIONS IN FLORIDA, MAY EXIST AND/OR DEVELOP WITHIN THE DWELLINGS AND OTHER PORTIONS OF THE PROPERTIES. EACH OWNER IS HEREBY ADVISED THAT CERTAIN MOLDS, MILDEW, TOXINS AND/OR FUNGI MAY BE, OR IF ALLOWED TO REMAIN FOR A SUFFICIENT PERIOD MAY BECOME,TOXIC AND MAY POTENTIALLY POSE A HEALTH RISK. EACH OWNER AGREES TO REGULARLY INSPECT ITS DWELLING FOR PLUMBING LEAKS, WATER ACCUMULATION, CONDENSATION, AND WATER INTRUSION THROUGH WINDOWS, DOORS AND ROOFS FOR ANY SIGNS OF MOLD AND REGULARLY MAINTAIN ADEQUATE AIR CIRCULATION AND VENTILATION BY CONTINUOUSLY OPERATING ITS HVAC SYSTEM. 13.2.6 NOISE, COMMOTION, ODOR AND OTHER UNPLEASANT EFFECTS OF NEARBY CONSTRUCTION ACTIVITY, WHICH MAY IMPEDE THE USE OF PORTIONS OF THE DWELLINGS, THE COMMON AREAS OR THE REMAINDER OF THE PROPERTIES FOR SOME TIME IN THE FUTURE. 13.2.7 NOISE,MUSIC,VIBRATIONS,UNPLEASANT ODORS,FUMES,SMOKE, COMMOTION AND OTHER UNPLEASANT EFFECTS EMANATING FROM THE DWELLINGS AND OTHER PORTIONS OF THE PROPERTIES AND THE SURROUNDING AREAS, INCLUDING, WITHOUT LIMITATION, FROM THE ACTIVITIES CONDUCTED WITHIN OR OUTSIDE THE PROPERTIES, WHICH MAY CREATE DISTURBANCES AND IMPEDE USE AND ENJOYMENT OF ALL OR A PORTION OF THE PROPERTIES. 13.2.8 ALL MATTERS RELATING TO OR OTHERWISE ARISING FROM THIS DECLARATION OR THE PROPERTIES GOVERNED THEREBY, INCLUDING, WITHOUT LIMITATION, THE ACTIONS, OR INACTIONS OF, OR ANY BREACHES BY, THE HOMEOWNERS'ASSOCIATION. I .6A 13.2.9 ACTS OF GOD AND UNCONTROLLABLE EVENTS AND, GIVEN THE LOCATION OF THE PROPERTIES,THE EXPOSURE TO THE POTENTIAL DAMAGES FROM FLOODING AND FROM TROPICAL STORMS AND HURRICANES INCLUDING, WITHOUT LIMITATION, DAMAGES FROM STORM SURGES AND WIND-DRIVEN RAIN AND IN ANY PORTIONS OF THE IMPROVEMENTS LOCATED BELOW THE FEDERAL FLOOD PLAIN. EACH OWNER ACKNOWLEDGES THAT PORTIONS OF THE IMPROVEMENTS MAY BE LOCATED BELOW THE FEDERAL FLOOD PLAIN,AND,ACCORDINGLY,IN THE EVENT OF FLOODING,ANY PROPERTY THEREIN IS SUSCEPTIBLE TO WATER DAMAGE. 13.3 EACH OWNER, BY ACCEPTING AND ACQUIRING TITLE TO A LOT OR DWELLING, AND EACH OTHER PERSON HAVING AN INTEREST IN OR LIEN UPON, OR MAKING ANY USE OF,ANY PORTION OF THE PROPERTIES (BY VIRTUE OF ACCEPTING SUCH INTEREST OR LIEN OR MAKING SUCH USES),SHALL BE BOUND BY THIS ARTICLE, SHALL BE DEEMED TO HAVE ASSUMED THE RISKS ASSOCIATED WITH EACH OF THE ABOVE MATTERS AND OCCURENCES AND SHALL BE DEEMED TO HAVE AUTOMATICALLY WAIVED ANY AND ALL RIGHTS, CLAIMS, DEMANDS AND CAUSES OF ACTION AGAINST THE DECLARANT AND THE HOMEOWNERS' ASSOCIATION ARISING FROM OR CONNECTED WITH ANY MATTER FOR WHICH THE LIABILITY OF THE AFOREMENTIONED PARTIES HAS BEEN DISCLAIMED IN THIS ARTICLE. 13.4 RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY HEALTH DEPARTMENT. THE FOREGOING NOTICE IS PROVIDED IN ORDER TO COMPLY WITH STATE LAW AND IS FOR INFORMATIONAL PURPOSES ONLY. SELLER DOES NOT CONDUCT RADON TESTING WITH RESPECT TO THE DWELLINGS OR THE REMAINDER OF THE PROPERTIES,AND SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES AS TO THE ABSENCE OF RADON GAS OR RADON PRODUCING CONDITIONS IN CONNECTION WITH THE DWELLINGS AND THE PROPERTIES. 13.5 LIMITATION OF DAMAGES. AS TO SUCH WARRANTIES WHICH CANNOT BE DISCLAIMED, AND TO OTHER CLAIMS, IF ANY, WHICH CAN BE MADE AS TO THE AFORESAID MATTERS, ALL INCIDENTAL AND CONSEQUENTIAL DAMAGES ARISING THEREFROM ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. ALL OWNERS, BY VIRTUE OF ACCEPTANCE OF TITLE TO THEIR RESPECTIVE LOTS OR DWELLINGS (WHETHER FROM THE DECLARANT OR ANOTHER PARTY) SHALL BE DEEMED TO HAVE AUTOMATICALLY WAIVED ALL OF THE AFORESAID DISCLAIMED WARRANTIES AND ANY AND ALL CLAIMS INCIDENTAL AND CONSEQUENTIAL DAMAGES. 13.6 REFERENCES TO DECLARANT AND HOMEOWNERS° ASSOCIATION. AS USED IN THIS ARTICLE, REFERENCES TO DECLARANT SHALL INCLUDE WITHIN THEIR MEANING THE DECLARANT AND ITS AFFILIATES, AND ALL OF THEIR MEMBERS, 1 6A 6 MANAGERS, PARTNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, BOARD MEMBERS, EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AFFILIATES AND SUCCESSORS AND ASSIGNS.REFERENCES TO THE"HOMEOWNERS'ASSOCIATION" SHALL INCLUDE WITHIN THEIR MEANING ALL OF ITS DIRECTORS, OFFICERS, COMMITTEE AND BOARD MEMBERS, EMPLOYEES, AGENTS, CONTRACTORS (INCLUDING MANAGEMENT COMPANIES), SUBCONTRACTORS, SUCCESSORS AND ASSIGNS. Article 14 GENERAL PROVISIONS 14.1 Institutional Mortgagee Protection. The following provisions are added hereto (and to the extent these added provisions conflict with any other provisions of this Declaration,these added provisions shall control): 14.1.1 The Homeowners'Association shall be required to make available to all Owners and Institutional Mortgagees, and to insurers and guarantors of any first Institutional Mortgage,for inspection,upon request,during normal business hours or under other reasonable circumstances, current copies of this Declaration (with all amendments) and the Articles, By-Laws and Rules and Regulations and the books and records of the Homeowners' Association. Furthermore, such persons shall be entitled, upon written request (which request is hereby deemed given by Declarant's Mortgagee), to (i) receive a copy of the Homeowners' Association's financial statement for the immediately preceding fiscal year, (ii) receive notices of and attend the Homeowners' Association meetings, (iii) receive notice from the Homeowners' Association of an alleged default by an Owner in the performance of such Owner's obligations under this Declaration,the Articles or the By-Laws of the Homeowners'Association,which default is not cured within thirty (30) days after the Homeowners' Association learns of such default, and (iv) receive notice of any substantial damage or loss to the Common Areas. 14.1.2 Any holder, insurer or guarantor of an Institutional Mortgage on a Dwelling shall have, if first requested in writing (which request is hereby deemed given by Declarant's Mortgagee),the right to timely written notice of(i)any condemnation or casualty loss affecting a material portion of the Common Areas, (ii) a sixty (60) day delinquency in the payment of the Assessments on a mortgaged Dwelling, (iii) the occurrence of a lapse, cancellation or material modification of any insurance policy or fidelity bond maintained by the Homeowners'Association, and (iv) any proposed action which requires the consent of a specified number of Institutional Mortgage holders. 14.1.3 Any holder, insurer or guarantor of an Institutional Mortgage on a Dwelling shall have the right to pay, singly or jointly, taxes or other charges that are delinquent and have resulted or may result in a lien against any portion of the Common Areas and receive immediate reimbursement from the Homeowners'Association. 14.1.4 Any holder, insurer or guarantor of an Institutional Mortgage on a Dwelling shall have the right to pay, singly or jointly, any overdue premiums on any hazard insurance policy covering the Common Areas or obtain, singly or jointly, new hazard 16A 6 insurance coverage on the Common Areas upon the lapse of a policy and, in either case, receive immediate reimbursement from the Homeowners'Association. 14.1.5 Notwithstanding anything to the contrary contained herein,no portion of the Properties may be withdrawn from the effect of this Declaration without the prior written consent of Declarant's Institutional Mortgagee. 14.2 Term.Subject to the amendment provisions of Article 12 hereof,the easements, covenants and restrictions of this Declaration shall run with and bind the properties covered hereby, and shall inure to the benefit of and be enforceable by the Homeowners' Association, the Declarant and their respective successors and assigns,for a term of fifty(50)years from the date this Declaration is recorded, after which time said covenants, conditions, easements, reservations of easement,equitable servitudes and restrictions shall be automatically extended for successive periods of ten(10)years,unless an instrument,approved by seventy-five percent (75%) of the Owners and seventy-five percent(75%) (in dollar amount)of the first mortgagees of record,has been recorded revoking said covenants. If revoked in any other manner while the Declarant owns any portion of the Properties,title to the Common Areas shall remain vested in the name of the Declarant and the Declarant shall be free to erect barricades and prevent use of all or any portion thereof. No prescriptive rights shall be established regardless of the nature or duration of use of the Common Areas or any portion thereof. 14.3 Interpretation and Conflicts.The provisions of this Declaration shall be liberally construed to effectuate its purpose of creating a uniform plan for the development of the Community and for the maintenance of community facilities and Common Areas. The provisions of this Declaration, as well as those of the Articles, By-Laws and Rules and Regulations of the Homeowners' Association, shall be interpreted by the Homeowners' Association. Any such interpretation of the Homeowners' Association which is rendered in good faith shall be final,binding and conclusive if the Homeowners'Association receives the confirming consent of Declarant and a written opinion of legal counsel to the Homeowners' Association, or the counsel having drafted this Declaration or other applicable document, that the interpretation is not unreasonable,which opinion may be rendered before or after the interpretation is adopted. Notwithstanding any rule of law to the contrary,the provisions of this Declaration and the Articles, By-Laws and the Rules and Regulations of the Homeowners'Association shall be liberally construed so as to effectuate the purposes herein expressed with respect to the efficient operation of the Homeowners' Association and the Properties, the preservation of the values of the Lots and Dwellings, and the protection of Declarant's rights, benefits and privileges herein contemplated. Section and subsection headings have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction. Unless the context requires a contrary construction,the singular shall include the plural and the plural the singular,and the masculine, feminine and neuter genders shall each include the others. This Declaration shall be read as cumulative to and not in limitation of any other applicable declaration of covenants and restrictions or declaration of condominium and exhibits thereto. This Declaration shall take precedence over conflicting provisions in the Articles and By-Laws of the Homeowners' Association and said Articles shall take precedence over the By-Laws. The Board shall be the ultimate interpreter of this Declaration and an opinion of counsel from counsel engaged by the 16A 6 Board for such purpose,stating that any such interpretation is not unreasonable,shall establish the validity of any such interpretation. 14.4 No Public Dedication or Grant of Riparian Rights. Nothing contained in this Declaration shall be deemed to be a gift or dedication of all or any part of the Common Areas to the public, or for any public use. Nothing in this Declaration shall be construed to expressly or impliedly grant to any Owner,the Homeowners'Association,or any other owner(s) of property within the Properties any riparian rights appurtenant to any portion of the Properties,if any. 14.5 Water Management District Provisions.The following provisions are set forth in satisfaction of the requirements of the District: 14.5.1 Conservation Easements. Dwellings may be adjacent to wetland preservation or mitigation areas and upland buffers which are protected under conservation easements. 14.5.2 Maintenance of Conservation Easements. The Association shall have the responsibility to perpetually maintain conservation easements, preserved/restored/created wetlands areas and upland buffer zones, and shall take action against Owners as necessary to enforce the conditions of any and all conservation easements. 14.5.3 Enforcement. The Association reserves the right to levy fees and penalties to cover the costs of maintenance activities related to the conservation easements. 14.5.4 Exceptions. Owners may not alter wetlands and upland buffers from their natural/permitted condition with the exception of exotic or nuisance vegetation removal or restoration in accordance with the restoration plan included in the conservation easement. Exotic vegetation may include, but is not limited to, melaleuca, Brazilian pepper, Australian pine, and Japanese climbing fern, or any other species currently listed by the Florida Exotic Pest Plant Council. Nuisance vegetation may include, but is not limited to, cattails,primrose willow, and grapevine. 14.5.5 Notice. The Homeowners' Association shall provide notice to Owners regarding any mitigation/monitoring and/or financial assurances for which the Association is responsible. 14.5.6 Signage. Owners shall be responsible for the perpetual maintenance of any signage located on their property that is required by the District and relative to this section. 14.6 Constructive Notice and Acceptance. Every person who owns, occupies, or acquires any right, title, estate, or interest in or to any Dwelling or other portion of the Properties shall be conclusively deemed to have consented and agreed to every limitation, restriction, easement, reservation, condition, and covenant contained herein, whether any reference hereto is contained in the instrument by which such person acquired an interest in such Dwelling or other portion of the Properties. 16A 6 14.7 Notices. Any notice required to be sent to any Member or Owner under the provisions of this Declaration shall be deemed to have been properly sent when personally delivered or mailed, postpaid, to the last known address of the person who appears as Member or Owner on the records of the Homeowners' Association at the time of such mailing. 14.8 Covenant Running with the Land. All covenants and provisions of this Declaration, the Articles, the By-Laws and the Rules and Regulations of the Homeowners' Association, shall, to the extent applicable and unless otherwise expressly herein or therein provided to the contrary,be perpetual and be construed to be covenants running with the land and with every part thereof and interest therein, and all of the provisions hereof and thereof shall be binding upon and inure to the benefit of the Declarant and subsequent owner(s)of the land or any part thereof, or interest therein, and their respective heirs, personal representatives,successors and assigns,but the same are not intended to create nor shall they be construed as creating any rights in or for the benefit of the general public. All present and future Owners, tenants and occupants of Lots and/or Dwellings shall be subject to and shall comply with the provisions of this Declaration and such Articles, By-Laws and Rules and Regulations,all as maybe amended from time to time. The acceptance of a deed or conveyance, or the entering into of a lease, or the entering into occupancy of any Lot or Dwelling, shall constitute an adoption and ratification of the provisions of this Declaration, and the Articles, By-Laws and applicable Rules and Regulations of the Homeowners'Association,as they maybe amended from time to time, including, but not limited to,a ratification of any appointments of attorneys-in-fact contained herein. In the event that any word, clause, sentence, paragraph, subsection, or section hereof shall be judicially determined to prevent this Declaration from being fully enforceable and running with the land as aforesaid,then such portion hereof shall be judicially modified, if at all possible and, if not, shall be stricken herefrom (but only to the most limited extent necessary) so that the paramount goal of the Declarant in making this Declaration (i.e.,that this Declaration be a fully enforceable covenant running with the land) is accomplished cv pres. 14.9 Declarant Assignments. Notwithstanding anything to the contrary in this Declaration, the Declarant may, from time to time, assign all or any portion of its rights hereunder, or all or a portion of such rights in connection with a portion of the Properties. In the event of a full ("blanket") assignment of all of the Declarant's rights (or remaining rights)hereunder to a successor,assignee or pledgee,the result of which is that the Declarant named herein shall no longer have any rights hereunder (whether immediately,because the assignment is absolute, or after foreclosure of the assignee's security instrument, because the assignment is collateral in nature), such assignee (or the purchaser at the foreclosure sale,if that is the case)shall be deemed the Declarant for all purposes hereunder.In the event of an assignment of less than all of the rights of the Declarant,as aforesaid,the assignee shall not be deemed the Declarant,but may exercise such rights of the Declarant as are specifically assigned to it. Any partial (but not "blanket") assignment of the Declarant's rights may be made on an exclusive, non-exclusive, or conditional basis. The Declarant may not assign all (or all its remaining) rights hereunder to more than one person or party hereunder at any one time unless the only such prior "blanket" assignment(s) is/are collateral in nature (as security for a loan), in which event the Declarant may make subsequent "blanket" collateral 1 6 A 6 assignments which shall be subject and subordinate to the security interest(s) of the prior collateral assignee(s). Any person or entity as to whom or which all or certain of the Declarant's rights hereunder have been assigned may further assign such assignee's rights, in whole or in part,unless restricted or prohibited in the assignment made by the Declarant or a successor assignor thereof. Nothing contained in this Declaration, other than in this section, shall be effective or construed to limit any of the foregoing rights of the Declarant (or its or any other assignees or successors) to make any or all of the assignments provided for in this section. If any assignment of all (or all then remaining) or a portion of the Declarant's rights is given as security for a loan(whether by pledge,mortgage or other device which creates a security interest in all or a portion of such rights), such assignee shall not have the right to exercise such rights of the Declarant except as provided in the instrument of such assignment or, after foreclosure of such security interest, in accordance with Applicable Law. Such assignee's rights will inure to the benefit of any purchaser at a foreclosure sale which includes such rights; provided, however, that such purchaser shall become the Declarant, as provided herein, only if the aforesaid instrument of assignment is a full ("blanket") assignment of all of the Declarant's rights (or remaining rights) hereunder. 14.10 Cooperation. Each Owner, by acceptance of a deed therefor or other conveyance thereof, whether or not it shall be so expressed in such deed or other conveyance, shall be deemed to covenant and agree, to cooperate in, and support, any and all zoning, administrative, governmental and/or quasi-governmental filings, applications, requests, submissions and other actions necessary or desired for development and/or improvement of the Properties, including, without limitation, signing any required applications, plats, etc. as the Owner of any portion of the Properties owned or controlled thereby when necessary or requested. 14.11 Standards for Consent. Approval and Other Actions. Whenever this Declaration shall require the consent,approval,completion,substantial completion,or other action by the Declarant or its affiliates, the Homeowners' Association, the Board, such consent,approval or action maybe withheld in the sole and unfettered discretion of the party requested to give such consent or approval or take such action, and all matters required to be completed or substantially completed by the Declarant or its affiliates or the Homeowners' Association shall be deemed so completed or substantially completed when such matters have been completed or substantially completed in the reasonable opinion of the Declarant or Homeowners'Association, as appropriate. 14.12 Litigation/Waiver of fury Trial/Attorneys' Fees. THE DECLARANT, THE HOMEOWNERS' ASSOCIATION, AND EACH OWNER AND OTHER PERSON ACQUIRING ANY RIGHT, TITLE OR INTEREST IN OR TO ANY LOT OR DWELLING, OR ANY RIGHTS UNDER THIS DECLARATION, EACH HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM PERTAINING TO OR ARISING FROM THIS DECLARATION (WHETHER IN TORT,CONTRACT OR OTHERWISE). Except as otherwise set forth in the Act or in this Declaration, in the event a claim is asserted in connection with this Declaration in accordance with the Act, Chapter 558, Florida Statutes (which covers claims for alleged construction defects) or otherwise prior to an action being filed in court or for arbitration or other dispute resolution proceedings, the parties shall use good faith i6A 6 efforts to resolve the claim in accordance with the timeframes provided in the Act, Chapter 558, Florida Statutes (as to claims for alleged construction defects) or, if the Act or Chapter 558, Florida Statutes are not applicable to the claim,then within thirty(30) days prior to an action being filed in court or arbitration, and each party shall pay its respective attorney's fees and costs during that applicable resolution period unless otherwise provided for in the Act or this Declaration (the "Resolution Period"). If the claimant seeks to recover monetary damages in any such claim,the claimant must set forth the amount of damages sought in the claim in writing in the original notice letter to the non-claimant for the claim (said amount being the "Requested Damages Amount"), as well as all other matters required in Section 558.004(1), Florida Statutes for claim notice letters (to the extent the claim is for alleged construction defects) in order to facilitate a possible resolution of the claim during the Resolution Period. For purposes of this section,the term"Requested Damages Amount"shall also include any increased damages amount requested by the claimant following claimant's original providing of the Requested Damages Amount to the non-claimant. To the fullest extent permitted by law, the parties agree to not file an action in court or for arbitration or other dispute resolution proceedings relating to this Declaration until after the expiration of the Resolution Period unless otherwise required under the Act or this Declaration. Except as otherwise set forth in the Act or this Declaration, if an action is filed in court or for arbitration or other dispute resolution proceedings on such claim after the expiration of the Resolution Period, the "Prevailing Party" (as defined below in this section) in any action brought in connection with this Agreement (whether in tort, contract or otherwise) or the enforcement of a judgment issued in connection with this Agreement shall be reimbursed by the non-Prevailing Party for the Prevailing Party's dispute resolution costs, court costs and reasonable attorneys'and paraprofessional's'fees incurred in connection with all alternative dispute resolution, trial and all appellate levels (including enforcement and collection actions)and in connection with all proceedings,as well as a reimbursement of attorney's and paraprofessional's fees and costs incurred during the Resolution Period relating to the claim, to the fullest extent permitted by applicable law. For purposes of this section relating to the reimbursement of costs and attorney's and paraprofessional's fees in a claim relating to this Declaration, (collectively,"Costs and Fees Reimbursement")the term"Prevailing Party"shall mean the Prevailing Party in scenarios 14.12.1, 14.12.2 or 14.12.3 below as applicable (the "Prevailing Party"): 14.12.1 In an action filed involving one (1) claim where there was a final adjudication of the claim by a court or arbitrator, the Prevailing Party for Costs and Fees Reimbursement purposes is the plaintiff/claimant if(i) the plaintiff/claimant is the winning party in that claim in the final adjudication by the court or arbitrator and (ii) to the extent the plaintiff/claimant is awarded damages, the amount of the damages awarded is at least seventy-five percent (75%) of the Requested Damages Amount. Conversely, the Prevailing Party for Costs and Fees Reimbursement in the above scenario is the defendant/non- claimant if the plaintiff/claimant does not satisfy the requirements in the foregoing sentence to qualify to be the Prevailing Party for Costs and Fees Reimbursement in the above scenario. 14.12.2 In an action filed involving multiple claims where there was a final adjudication of the claims by a court or arbitrator, the Prevailing Party for Costs and Fees Reimbursement is the plaintiff/claimant if(i) the plaintiff/claimant wins the majority 16A 6 of all those claims collectively after the final adjudication by the court or arbitrator; and (ii) to the extent the plaintiff/claimant is awarded damages,the amount of the damages awarded is at least seventy-five percent (75%) of the Requested Damages Amount. Conversely, the Prevailing Party for Costs and Fees Reimbursement in the above scenario is the defendant/non-claimant if the plaintiff/claimant does not satisfy the requirements in the foregoing sentence to qualify to be the Prevailing Party for Costs and Fees Reimbursement in the above scenario. 14.12.3 In the event an action is filed that results in a final settlement between the parties in dispute resolution proceedings or otherwise prior to the final adjudication of the claim by a court or arbitrator, the Prevailing Party is the plaintiff/claimant if the settlement amount is at least seventy-five percent (75%) of Requested Damages Amount, and the Prevailing Party is the defendant/non-claimant if the settlement amount is less than seventy-five percent (75%) of the Requested Damages Amount. Without limiting the general binding effect of this Declaration, each Owner and other person acquiring any right,title, or interest in or to any Lot or Dwelling, shall be deemed,by virtue of the acceptance of the conveyance,grant,transfer, or assignment thereof,to be fully bound by the provisions of this section, as shall the Declarant and the Homeowners' Association. 14.13 Severability.The invalidity or unenforceability of any one of these covenants or restrictions or any section, subsection, paragraph, subparagraph, sentence, clause, phrase or word, or any other provision of this Declaration, the exhibits annexed hereto, or applicable Rules and Regulations adopted pursuant to such documents,as the same may be amended from time to time,shall not affect the validity and enforceability of the remaining portions hereof and thereof,all of which shall remain in full force and effect. 14.14 Declarant Liability. To the fullest extent permitted under Applicable Law, the liability of the Declarant under this Declaration, or any amendment or any instrument or document executed in connection with this Declaration, shall be limited to and enforceable solely against the interest of the Declarant in the Properties, and not against any other assets of the Declarant,or any member or partner thereof(or any of their officers,principals,directors, employees, managers, members, or agents). Except to the extent, if any, set forth in an assignment of Declarant's rights under this Declaration, any prior Declarant shall not be liable for any actions or inaction of any subsequent Declarant, and any subsequent Declarant shall not be liable for any actions or inactions of any prior Declarant. 14.15 Effective Date. This Declaration shall become effective upon its recordation in the Public Records of the County. 16A 6 IN WITNESS WHEREOF,the undersigned has caused this instrument to be executed as of the day and year first above written. Signed, sealed, and delivered in the NAPLES PRESERVE VILLAS, LLC,a Florida presence of: limited liability company By: T N c Print: AAkliA toCLA Name: -rip �► St.S ti Address:23 S kJW &c.Kftve cstc.IN. Title: V(� W M.370, Sou. If-Anr,- .L 334f3 f UM•i✓-e r . ,45-fl 1 Print: 7 i !�C71(� ,11"5" Address:/55�71 MG S'A c l/ zt..40,6T rx- Ssyiy STATE OF FLORIDA ) ss: COUNTY OFPCJIM 136-141 ) The foregoing instrument was acknowledged before me, by means of i physical presence or ❑ online notarization, this G day of G) 2025, by11tSO &A 3$c, as pi1Stc ck of NAPLES PRESERVE VILLAS, LLC, a Florida limited liability company, who is personally known to me, or who has provide proper identification in the form of L1 Ler.Sc [Notary Seal]: _/ l Notary Public, State of Florida at Large Print Name:/A CJ(A 11C.4A My Commission Expires: 7 - 14-2-1- 16A 6 JOINDER SANTA BARBARA PLACE VILLAS HOMEOWNERS' ASSOCIATION INC., a Florida corporation not for profit, hereby agrees to accept all the benefits and all of the duties, responsibilities, obligations and burdens imposed upon it by the provisions of this Declaration and exhibits attached hereto. IN WITNESS WHEREOF, SANTA BARBARA PLACE VILLAS HOMEOWNERS' ASSOCIATION INC. has caused these presents to be signed in its name by its proper officer and its corporate seal to be affixed this rC_day of March , 2025. Witnessed by: SANTA BARBARA PLACE VILLAS HOMEOWNERS' ASSOCIATION INC.,a Florida not-for-profit corporation Name: ISA6th QvCLI Address:2.3%S N•W• €xt-ce.'t't'- —�' c wt•rtun l.. By: sssmsl Tirso San Jose, President Na e: / Address: 2385 NW Executive Center Dr., Suite 370 Address: .f i Boca Raton,FL 33431 lyt /.s%so,0/, -•G 9.3.5!!/ [Corporate Seal] STATE OF FLORIDA ) � ) ss: COUNTY OF�11thD____ ) The foregoing joinder was acknowledged before me,by means of('physical presence or ❑ online notarization, this G day of.kr&% , 2025, by Tirso San Jose, as President of Santa Barbara Place Villas Homeowners' Association Inc., a Florida not-for-profit corporation, who is personally known to me, or who has provided proper identification in the form At DckvtlS :\C•tr St . f_... ..„ -/Z.:_______, [Notary Seal]: Notary Public,State of Florida •,w,.,;e,wv Print Name:/Sa�IG ev“,.t `,--4�,. ISABELL_4 1?UCCI My Commission Expires:7-•Z( -2.‘ -„ MY COMMISSION#ifti265045 4,x�,a EXPIRES:July 26,2026 owse�R.a�nst. I 6 A 6 EXHIBIT"A" LEGAL DESCRIPTION OF THE PROPERTIES Parcel One: The East 1/2 of the Southwest 1/4 of the Southwest 1/4 of the Northwest 1/4 of Section 16, Township 50 South, Range 26 East, LESS the North 30 Feet, the East 30 Feet and the South 30 Feet thereof, Collier County, Florida. AND Parcel Two: The West 1/2 of the Southwest 1/4 of the Southwest 1/4 of the Northwest 1/4 of Section 16, Township 50 South, Range 26 East, LESS the North 30 Feet and the South 30 Feet, Collier County, Florida. 16A 6 EXHIBIT"A-1" LOTS WITHIN THE PROPERTIES 16A 6 I SVNTA WAWA B,ro I I'UBIIC R.O.N.) 1 1. I 1 I — — _...._...._....—.__-- - lJ....-��-Y Y_-Y_..Y..____—___ 1 ;.r +- : "-' — - .-- I L Z i D 0 0 0 0 0 1 ' 0,0 0 0 0 0 '0 0 , ._ , t I 1 l\ 4 . ,I 1 • I -j�—'u II I t Ill r,,a.I II, t i .II .t I• 11 I I a 1 ` 14 I�� I ' I, : ' :I1 �r 0 C 0 "I' 1111 r 0 _ [ 11 — 0 I • .• • f 0 `C 0 lin nil 0 C ] 0 L J 0 ® —I'll 1 ..i 8 R .I j_ t,. 1 1 -t ,I 1,, ,r-,-A , ,r rt- T t f 11 'I 1, ® f: .; ( 0 000; 0000 : , 0..000000 0 '::: 1 1111 -111' :I I:::' I �'.: �.:_ _: _. III{I :III! 1 ___ — — SUNSET o— - T R .N.te — • —\ _h — - / I ` ' !O rii I o .r--el r ,__, I r , \. I i 1 1 1 1 1 1 *ram o m ,I ti W W .m i 1!,.. NAPLES PRESERVE VILLAS,LLC. i SANTA BARBARA PLACE VILLAS +{ m 2 • H ,1: 2385 N.W.EXECUTIVE CENTER z m ® "`m" DRIVE,SUITE 370 'V a SITE PLAN BOCA RATON,FL 33431 16A 6 EXHIBIT"B" ARTICLES OF INCORPORATION 16A 6 11-Mar-2025 10:'03 ACF Fax p.1 Nzs Florida Department of State 1 •. ova t] (0 Note: Please print this page and use it as a cover sheet.Type the fax audit number (shown below)on the top and bottom of all pages of the document. (((H25000090372 3))) 1111111111 NM I 11 11111 liii!11111 11111 11111 Hill 11111 HIll 11111 11111 1111 ifi 11111111 llll H250o00903723AAC Note: DO NOT hit the REFRESI I/RELOAD button on your browser from this page. Doing so will generate another cover sheet. To: Division. of Corporations c�'a Fax Number : (850)617-5381 • N From: Account Name : Ft. CORPORATE R TAX SFRVICF.S, k.t.0 '7 '--) Account Number : I2e718800I5. i Phone : (7aa)981-8See • Fax Number : (786)465-578e •r- r a'1 • "Enter the email address for this business entity to be used for future annual report mailings. Enter only done email address please.•• • Email Address: vHern +F�C : •(f3i CA ^^ '. ,dL.A.) . CO(Y1 r.. FLORIDA PROFIT/NON PROFIT CORPORATION Santa Barbara Place Villas IFIonieowners' Association, Certificate of Status 1 Certified Copy 1 .Page Count 09 I Estimated Charge S87.50 W .w..rJ...K.,Pare*.S.VA N (1 -. t ' fir= rn r-Dc Electronic Filing Maui Corporate Filing Menu heap Lie r-n •JaYi 5 �� 16A 6 11-Har-21325 10:.03 ACF Fax p.2 FAX A'il?:'l"N ; 1t:: :00000u 72:. ARTICLES OF INCORPORATION OF SAN'TA BARBARA PLACE VILLAS AS HOMEOWNERS'ASSOCIATION,lNC. The undersigned,acting as incurporato:,adopts the following Articles of incorporation (the "Articles") pursuant to the laws of the State of Florida: Article I M4EAND OEPINLTIONS Thu name of the corporation shall be SANTA BARBARA PLACE VILLAS HOMEOWNERS' ASSOCIATION, INC., a Florida not-for-profit corporation (the "homeowners' Association' or "Association"). Except as otherwise defined herein, all capitalized terms used herein shall have the meanings,if any.given tothcm in the Declaration of Covenants,Restrictions and Easements for Santa Barbara Place Villas (the"Declaration"or"Community Covenants")recorded or to be recorded in the Pubhc Records of Collier County, Florida. by Naples Preserve ;':Dias. LLC, a Florida limited liability company(the"Declarant"). Article II P_.ARP.O.SFS..AISI .kQWk KS. 2.01 Purnoses;The Association is organized under Chapter 617 of the laws of the State of Florida,subject to the Act.The specific purposes for which the Association is organised are: (a) To promote the health, safety anti social welfare of the Owners within the Community as described in the Declaration. (b) To own and maintain. repair and replace the Association Property and the Common Areas and ether items,Including landscaping and other improvements in and/or benefiting said Association Property and Common Areas, for which the obligation to maintain ant! repair has been delegated and accepted. (c) To control the specifications, appearance, and location of, and landscaping around, all buildings and improvements of any type, including walls. fences. swimming pools, antennae, sewers, drains, disposal systems or other structures constructed, placed or permitted to remain in the Property.as well as the alteration, improvement,addition or change thereto. (d) T. operate wit ion profit for the benefit of its Men-:hors. (e) To perform those functions granted to or reserved by the Association in the Declaration. 2.02 powers. The Association shall have the powers necessary or desirable to perform the obligations and duties, and to exercise the rights and powers set out, in these Articles, the Fly- Laws or the Declaration, including,w:thout limitation,the following: (a) To hold funds solely and exclusively for the benefit of the Merrher_, for the purposes set forth in these Articles. (b) To promulgate and enforce rules,regulations.bylaws,covenants,restrictions and agreement; to efi'ecriate the purposes for which thee Association is organ:zed. FAX A tit it"i'NP.1C3Stlui3o'jo$ ;t3 � 6A 6 i1-liar-Z025 10:04 ACF Fax p.3 rt.t I1!!'Nti.H2SitotittiY.ti:�i (c) To delegate power or powers where such is deemed in the interest of the Association. (d) To affix assessments to be levied against Lots within the Community and the costs of effectuating the objects and purposes of the Association acid to create reasonable reserves for such expenditures, and to authorize its Board of Directors, in its discretion, to enter into agreements with organizations for the collection of such assessments. (e) •t'o pay taxes and other charges,if any.on or against the Association Property and the Common Areas. (f) To have all express powers conferred upon the Association by the Declaration and the Act,and to have all powers conferred upon a corporation by the laws of the State of Florida, including Chapter 617 Florida Statutes,except as prohibited herein. (g) To engage in activates which will actively foster, promote and advance the common interests of all Owners of any portion of the Properties, including contracting for services to be provided to the Association. (h) To own, convey, buy or otherwise acquire, sell or otherwise dispose of, mortgage or otherwise encumber,exchange.lease,hold,use.operate and otherwise deal in and with real and personal property of all kinds and any right or interest therein of the Association for purposes of advancing the common interests of all Owners of any portion of the Properties. (i) To borrow money for any purpose subject to all limitations in the Declaration or By-Laws. (j) To sue and he sued. (k) To adopt, alter and amend or repeal such By-Laws as may be necessary or desirable for the proper management of the affairs of the Association; provided, however,such By• Laws may not be inconsistent with or contrary to any provisions of the Declaration. (l) To operate and maintain Storrtwater Management System, including all inlets.ditches,swales,culverts,water control structures,retention and detention areas,ponds,lakes, floodplains compensation areas,wetlands and any associated buffers and wetland mitigation areas, preserve areas and conservation easements,as applicable and required by the District Permit,and to contract for services to provide for such operation and maintenance. (m) To contract for services for the operation, maintenance,and management of Common Areas and Association Property and all other property dedicated to or maintained by the Association. The foregoing statement:of purposes shall be construed as a statement both of purpose and of powers. and such purposes and powers shall not he limited or restricted by reference to or inference from the terns or provisions of any other clause or statement, but shall be broadly construed as independent purposes and powers. ARTICLES OF INCORPORATION -2- F.A Atlf)l r Nt).H2130 tlt00372 � 6 A 6 11-Mar-2U25 10:05 ACF Fax p.4 FAX AUDIT Nil.1122;000(1903223 Article Ill MEMBERS 3,01 Membership. The Members of the Association shah be as follows: (a) Owners. Each Owner of a hot shall be a Class A Member of the Association. (b) i)Ccizrattt• The Declarant shah be the sole Class B Member of the Association until termination of the Class B membership,as provided in the Declaration. 3.02 Mctnhers:...U.i:il}�.Rleh.ts. On all matters upon which the Members shall be entitled or required to vote,each Member shall have the following number of votes: (a) Each Owner shall he entitled to cast one 1,1)vote for each Lot owned by such Owner. (h) The Declarant shall have three(3)votes for each of the votes held by ail Class A Members of the Association. 3.03 (eneral Matters, Unless otherwise specified,when reference is made herein,or in the Declaration, By-Laws, rules, regulations, management contracts or otherwise, to a "Required Percentage"of Members,such reference shall be deemed to be a reference to a majority of the voting; interests entitled to he cast by the Members in person or by proxy and voting at any meeting of the Members at which a quorum shall have been attained. 3.04 Meetini;s.of.;Mem<.r.m The 3y-Laws shall provide for an annual meeting of Members, and may provide for regular and special meetings of Members other than the annual meeting. A quorum fur the transaction of business at any meeting of the ivlembers shall exist if at least thirty- three percent (33%) of the total voting interests which may be cast by the Members snail be represented at the meeting of the Members.Unless otherwise specifically required by applicable law, references herein and in the Declaration, By-Laws and other documents administered by or binding on the Association shall he deemed to refer to meetings and voting interests of Members, Article IV CORPORATE CXJSTENCF, ccri The Association shall have perpetual existence. Article V '— BOAR()OF p1 cano - ,rn 5.01 ;traiteme111:U,•..Dire.CLOr.S. The property,business and affairs of the Associationdall ;(J'+ be managed by a Roard,which shall initially consist of three(3)directors. A majority of the dire4rs '2 shall constitute a quorum for the transaction of business. The By-Laws shall provide for meetings of directors,including annual meetings. 5.02 Original.Baard.of.DA:petgrs. The names and addresses of the first Hoard, who shall hold nftice until the first election and thereafter until qualified successors arc duly elected and have taken office,shall be as follows: ARTICLES OF INCORPORATION .3- FAX Aij:Il'J'NO.}t25ut.10it n:,?23 � 6A 6 11-Mar-Z025 10:05 ACF Fax p.5 „411)1-1'NO.li_' 0000(.%0?7 2 Name MMc1 Tirso San Jose 23135 NW Executive Center Drive,Suite 370 Boca Raton,FL 33431 Kyle C:asrillo 2305 NW Executive Center Drive,Suite 370 Boca Raton,FL 33431 Zackai y Barron 2305 NW Executive Center Drive,Suite 370 Boat Raton,FL 33431 5.03 e,a.i;a.itlt,trtent.af.4?iretta.r's. The Board of Directors shall be elected or appointed as foil ows: (a) The Declarant shalt have the right to appoint all of the directors of the Association,until termination of the Class B membership.as provided in the Declaration,or:tntit such time as fifty percent (50%) of the proposed Dwellings which will ultimately he operated by the Association have been conveyed to members,at which time Members other than the Declarant shall be entitled to elect one member of the board of directors in accordance with Section 720.307 of the Act. (h) Upon termination of the. Class B membership,all three. (3)directors shall be elected or appointed by the Owners. (c) Upon termination of the Class B memberrship and to the fullest extent permitted under applicable law,the Declarant may also exercise the right to appoint any Declarant- owned voting interests 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. (d) For purposes of this section, the term "Members other than the Declarant" shall not include builders,contractors,or others who purchase a Lot for the purpose of constructing a Dwelling,or any other improve:nests thereon, for resale. 5.04 ©apnitttmenC c�,f HQ rs tf,nlrecr r.. Unless otherwise provided in these Articles, directors elected or appointed by the Members shall he elected or appointed at the annual meeting of the Members as provided in the By-Laws.The By-Laws may provide for the method of voting for the election and for the removal from office of directors. 5.05 Duration of.Dfiace. Directors elected or appointed by the Members shall hold office until the next succeeding annual meeting of the Members and thereafter until qualified successors are duly elected or appointed and have taken()elite. 5.06 Vacancies. A director elected or appointed by the Declarant may only be removed by the Declarant,and any vacancy on the Board shall be Oiled by the Declarant or other Members that elected or appointed the resigning or removed director. ARTICLES OF 1NCC'RPORroiON i._';X:1?il?i't Eri 1.I I Si 11t:Goer .,! 16A 6 11-Mar-2025 1Q:.06 ACF Fax p.6 i. 0:�+tii3ii'NO.f ll5(10009(737 :t Article V( if.Fldt�ii.;?. 6.01 :I(,it•:. P.royisLad }_j,??; ii(i ...i nr.seia do s !that! ii.vc' a re: d:In:, i D '';itiout :1 Si:+:reiar;' :3e:t Tr'.et.re., and �j'c; ntheC nffi+:ers r`:•: the Board m;y f:•+`ra time .., tif3:c: (:il`f; Otte :eu:on I.. , !!loll'.D`.... t-'1i;:.One 51.1b1'':.to the?3t.ii:..ai z,.>t)S vet forth tilt!By.t.FW1. t3.t2 lvt`f:r.:c?1::1l'td 61;.?:':ar7fi`•tent of Officer , 111:t fit<r';r of the ANNciC1;1aCrl,in ac cord afit v tvi:ir:nV p;?W}Siu 1 c?f iaf?Ely.-La W .Sha:i bir tilt? (:C38ri1:Ittil:r:3i};+ft•r terins+ai:1rP' y ar atcd tli itri?ia zet*until Clf.td3}•.lif?fl:i..'ia."t'::lion;:11.$4 fit:i,r e;iict3 d:Ind have taken offke."f he.By :`.acis ?a:y F''to id; aer the...'thud of voting in the eit:r;"ie.: ler the re::in .li ;r'nat for Olt! ecliliL _}:'acancit'S',and for thf?Ctltitf?.)Of We.`.ffHa:r``. .I i,. }lr'F?Sal::ilr Silai:Ix,it .. t'fit)i;o.?:•,`f officer:: '- t pi the AS t ci Ftion. It!:>.3t::;titt a.. Prc:;id(.. :l ;t! t.Vaf:,tot For tail or S `it. 18lll:ct: tl' rt sin.or tf thsi Pie icit?lit.::'t:,ii hit 11f3 ie f: i .) , i• ' :IJ t. tl:rva }o:1='t :,'a i:at: 'i:,e: 't'f::uidaL S.,ai) :ttcf:t:ef} tfi the.:r)Ifli:C or per"ti rn3 ,ts ditt s rid eXc rci:._:t. .w::':i. If iir:yi off Ice titer than that o t?:C: 1 rresit}fa:. 5h iii become ;.,ac3rIt.for 73oy it:astir, the F3i:ard may :flcct :: .1jlpnint :in ind il'a}:1 31 illi stv:1> t:.3f3t.•�. 6.03 t'.1.tai..\.1.aUr Qi • h•• ilsi..ic;;ti7:i i3t}ai''?:i$:, or the first 01Iif:1?rs ci( theiissuf:? (ittri, �h;•;tl i7(11(1 tit>iCe. (I fltllthe i)rst: <en7;t7:ll !rt!?t`.i:lnfl tFf r:(3Z' ?SO;irCl C:: 1it'r:ctorii an.t1 t:tiei.t:afi(!f' ,• ict:si:nrS arc duly('ifcted end have f—nkea of tice.:3:1O .11 as ft-ilow:3: Address: ?±'.+" (V i�£,xn;:ttive;;t:31te t'1)Iiwe,So 'i trl;e San _l. (�C!'toff,.... .j4. (:.i(i \11'ti.`.t:cw.ivc:i. .ritf:r ()rive, ?t3o.e 370 Kyle ly;astiih( Btp:a Jt 3 t1)11, )ttc:rjt:3.ry, ;'rt.':3s?.'il?r, 2:f3:t•l'v Executive Center Drive.Su z .S/t1 21,ic:l; Ifs•Hari nr: 3n:ai}:;at)i7. i't::i34:? Article VII ....... The Hoard shall adopt By-Laws consistent with these Articles.Such By-laws may he altered. amended,repealed or rescinded by the Members in the manner set forth in the By-Laws, Article Vitt Al lENDMENTS 8.01 A, ;royal of rlriteudrnents. Amendments to these Articles shall be proposed and approved by the Hoard and thereafter submitted to a meeting of the Members for adoption or rejection by affirmative vote of a majority of the total voting interests of the Members. 8.02 l eclacant's Rii;ht.ta Arnertti. Notwithstanding anything to the contrary herein,during the period in which the Declarant is the Class H Member of the Association,the Declarant shall have the absolute right to amend these Articles without the consent of the Board of Directors or other Members, and to the maximum extent permitted under applicable law, no amendment to these AR'r'iCLES t)1•'INCORPORATION .c- . ,,;t!iii}1if NO.il 5.0.•;311i)90..71 1 6 A 6 11-Mar-ZOE5 10:437 ACF Fax p.? FAX Ai NO. 250000903n3 Articles shall he made or shall he effective withuut the writ-ten consent and joinder of the Deciarant, which consent the Declarant may withhold in its sole and exclusive discretion. 0.03 Notice.Notice ofa proposed amendment shall be included in the notice of the meeting at which such amendment is to be considered.Such notice shall contain the proposed amendment or 3 Sinn mary of the changes to be affected thereby. 8.0,1 Qotillirdiii,f_klro,,,:j„iiats. in case of any conflict between these Articles and the 8y-laws, these Articles shall control,and in case of any conflict between these Articles and the Declaration.the Declaranon shall control, except to the extent inconsistent with the powers and duties of any Association under applicable law. Article IX INCORPORATOR The name.and address of the Incorporator of the Association is: NAT& Address Leonardo j.Catabolic) cio Aspurn Carabalio Farm P.A. 135 San Lorenzo,Suite 850 Coral Gables,FL 33146 • Article X .......... ... ... 1.0.01 RiaassUarkaulifigatirm, The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or contemplated action,suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director, employee. officer,committee member, or agent of the Association, against expenses (including attorneys' fees and appellate attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred hy him in e.onnectinn with such action, suit or proceeding unless (a)it is determined by a court of competent lurisdiction,after all available appeals have been exhausted or not pursued by the proposed indentnitee,that he did not act in goad faith or in a manner he reasonably believed to be not in, or opposed to. the best interest of the Association,and, with respect to any criminal action or proceeding.that he had reasonable cause to believe his conduct was unlawful, and (b) such court further determines specifically that indemnification should be denied. The termination of any action, suit or proceeding by itidgment. order,settlement,conviction,or upon a plea of nolo contendere or its equivalent. shall not,of itself, create a presumption that the person did oat act in good faith or did act in a manner which he believed to be not in or opposed to the best interest of the Association, and with respect to any criminal action or proceeding,that he had reasonable cause to believe that his conduct was unlawful. 10.02 Attorneys' Fees, To the exl tint.that a director, officer, empinyee or agent of the Association has been successful on the merits or otherwise in defensc of any action, suit or proceeding referred to in Section 10.01 above or in defense of any claim,issue or matter therein,he shall he indemnified against expenses (including attorneyii' fees and appellate attorneys' fees) actually incurred by him in connection therewith. ARTII:LES or INCORPORATiON -6- Eit>; 1;;Wr Ni,i.ti2SgOrtf9037'i 16A 6 11-Isar-2U25 10:.07 ACF Fax p,g FAX;'tt.'•lit'f'NC.. Ii2501100:3113 143 10.03 EXIMI. e.S. Expenses incurred in defending a civil or criminal action, suit or proceeding shall he paid by the Association in advance of the final disposition of such action.suit or proceeding through all available appeals upon receipt of an undertaking by or on behalf of the director, officer, committee member, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Association as authorized in this Article. 10.04 No.n;egcitlsive. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law,agreement,vote of Members or otherwise,both as to action in his official capacity while holding such office or otherwise,and shall continue as to a person who has ceased to he director, officer,employee or agent and shall inure to the benefit of the heirs,exe:.utors and administrators of such person. 10.05 Pc ter...to...3'uzc.hase...Instu'ance. The Association shall have the power to purchase and maintain insurance on behalf of any person who is or was a director,officer,committee member,employee or agent of the Association,or is or was serving at the request of the Association as a director,officer, employee or agent of another corporation,partnership,joint venture,trust or other enterprise,against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such,whether or not the Association would have the power to indemnify him against such liability under the provisions of this Article. 10.06 No.Amendment. The provisions of this Article 10 shall not be amended. Article XI OFFICE The principal office and mailing address of the Association shall be ar 2385 NW Executive Center Drive, Suite 370. Boca Raton, Florida 33431, or at such other place as may be subsequently designated by the Board of Directors.All books and records of the Association shall be kept at its principal office or at such other place as may be permitted by applicable law. Article XII [ZF.Ci STk.EtEU.AG.ENT Until changed, FL Corporate & Tax Services, LIC shall be the registered agent of the. Association and the registered office shall be c/o Aspuru Carabaliu F'aria I'.A., 135 San Lorenzo Avenue,Suite 850,Coral Gables,Florida 33146. Article XIII pISSOLUTION Upon dissolution of the Association, all of its assets shall be conveyed to another non-profit corporation.unincorporated association or public agency.In the event of termination,dissolution or final liquidation of the Association, the responsibility for the operation and maintenance of the Stormwater Management System must be transferred to and accepted by an entity which complies with Rule 62-330.310, F.A.C.,and Applicant's Handbook Volume 1,Section 12.3,and he approved by the Agency prior to such termination,dissolution or liquidation. !AKT'.CLtt5 OF INCORPORATION .7- Faa r;ti;il r r '). 16A 6 11-Mar-2025 10:08 ACF Fax p.9 FAX Ali I I.NJ.N:! t)!3u i (i:i7;:? Article XIV cP f;IR).PR(>VISI.ONS.: ,n>','OTR[CT The Association shall operate,maintain and manage the Storrnwater Management System in manner consistent with the requirements of the District Permit and the applicable rules of the District,and shall assist in the enforcement of the restrictions and covenants contained herein.The Association shall levy and collect adequate assessments ;against.Memhers of the Association for the costs of maintenance and operation of the Stormwatur Management System and Said assessments shall be used for the maintenance and repair of tare Stormwater Management System and mitigation or preservation areas,including but not limited to work within retention areas,drainage structures and drainage casements. IN WITNESS WHEREOF, the incorporator has hereunto set his hand this day of March 2025. Leonardo j.Caraballo,Incorporator STATE OF FLORIDA 1 SS: COUNTY OF MiAMi-DADE ) The foregoing instrument was acknowledged before me.by means of I:1'physical presence or •0 online notarization,this day of March 2025.by Leonardo j.Caraballo,who is personally known to me. ' • [Notary Seal]: ltltnrltritr Notary Pubic,S1 itic of Florida at large , .1� R)Strh:41.44' Print Name: ,•`tYt ;;-'?:; �: i: E:c:.i „f,; 44,f1 a �� � My Commission Expires: ARTICLES OF INCORPORATION AltDi•TIi!) (lt:.'J00;1090:i7.23 16A 6 11-Mar-2025 10:0'3 ACF Fax p.10 AUIIIT io.iit5.n00I-i9 .{72 CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS WITHIN FLORIDA,NAMING AGENT UPON WHOM PROCESS MAY BE SERVED In compliance with Section 48.091,Florida Statues,the following is submitted: SANTA BARBARA PLACE VILLAS HOMEOWNERS' ASSOCIATION, INC., desiring to organize or qualify under the laws of the State of Florida,with its principal place of business at the City of Boca Raton,State of Florida,has named Fl,Corporate&lax Services,LLC:,c/o Aspuru Caraballo Faria PA., located at 135 San Lorenzo Avenue,Suite 850,Coral Gables,FL 33116,as its agent to accept service of process within Florida. Leonardo I.Cara olio,Incorporator Dated: Marc? tom' 2025 Having been named to accept service of process for the above stated corporation, at the place designated in this Certi€icate,I hereby agree to act in this capacity,and 1 further agree ro comply with the provisions of all statutes relative to the proper and complete performance any duties. FL Corporate&Tax Services,LLC,a Florida limited liability company F By: Alexander I.Earia,Vice President C11 Dated:March 2025 Z7 .r ro » GIN •.a -Cda ,- cn :n ARTICLES OF INCORPORATION -9- I'AX AUDIT ZSt;i'+:',i«0 t '23 1 6 A 6 EXHIBIT "C" BY-LAWS OF THE ASSOCIATION 16A 6 BY-LAWS OF SANTA BARBARA PLACE VILLAS HOMEOWNERS'ASSOCIATION, INC. A Corporation Not for Profit under the Laws of the State of Florida Article I GENERAL INTRODUCTION 1.1. Name. The name of the corporation is SANTA BARBARA PLACE VILLAS HOMEOWNERS' ASSOCIATION, INC., a Florida corporation not-for-profit (the "Homeowners' Association" or "Association"). The principal office of the Homeowners' Association shall be located in Collier County, Florida. 1.2. Applicability. The provisions of these By-Laws are applicable to the development known as "Santa Barbara Place Villas"located in Collier County, Florida. 1.3. Terminology. Terms used herein shall have the meanings ascribed to them in the Articles of Incorporation of the Homeowners'Association (hereinafter referred to as the "Articles") or the Community Covenants referred to therein. Article II VOTING RIGHTS,MAJORITY, QUORUM, PROXIES 2.1. Voting Rights. Each Class A Member and Class B Member shall have the number of votes as set forth in Section 3.02 of the Articles. 2.2. Majority of Quorum. Unless a higher percentage is required expressly in these By-Laws or in the Community Covenants or in the Articles, any action which is required to be taken by Members of the Homeowners'Association maybe so taken by a vote of a majority of a quorum of the voting interests of the Members of the Homeowners'Association present at a meeting, in person or by proxy, and for purposes hereof, and of the Community Covenants and Articles, the term "majority of Members" or a reference to some specific percentage of the Members or voting interests of the Members shall mean a majority or specific percentage of the voting interests of the Members at a duly constituted meeting thereof and not of the Members themselves. 2.3. Quorum. Except as otherwise provided in these By-Laws, the presence in person or by proxy of Members having at least thirty-three percent(33%) of the total voting interests which may be cast by the Members in good standing shall constitute a quorum of the Members. Such Members present at a duly called or held meeting at which a quorum thereof is present may continue to accomplish the business of the meeting until adjournment, notwithstanding the withdrawal during the meeting of enough Members to leave less than such quorum. In the event, however, the required quorum is never present, the meeting may be rescheduled subject to the notice requirements set forth herein. 16A 6 2.4. Proxies. Votes of Members may be cast in person or by proxy.Proxies must be in writing and filed with the Secretary at least twenty-four (24) hours before the appointed time of each meeting. No one, other than a designee of the Declarant, shall hold more than three (3) proxies. To be valid, a proxy must be dated, must state the date, time, and place of the meeting for which it was given, and must be signed by the authorized person who executed the proxy. A proxy is effective only for the specific meeting for which it was originally given, as the meeting may lawfully be adjourned and reconvened from time to time, and automatically expires ninety (90) days after the date of the meeting for which it was originally given. A proxy is revocable at any time at the pleasure of the person who executes it.If the proxy form expressly so provides,any proxy holder may appoint,in writing, a substitute to act in his or her place. Article III ADMINISTRATION 3.1. Place of Meetings of Members. Meetings of the Members shall be held at 2385 NW Executive Center Drive, Suite 370, Boca Raton, FL 33431,or such other suitable place as close thereto as practicable as may be designated by the Board. 3.2. Annual Meeting of Members. The first annual meeting of Members shall be held on the date, at the place and at the time determined by the Board; provided, however, that said meeting shall not be required until, but shall be held within sixty (60) days after, the Members other than Declarant are entitled to elect or appoint at least one director. Thereafter, the annual meeting of the Members shall be held on the date and at the time determined by the Board from time to time, provided that there shall be an annual meeting every calendar year and no later than thirteen (13) months after the last preceding annual meeting, if possible. At each annual meeting a Board shall be appointed or elected by the Members in accordance with the requirements of these By-Laws.At the first annual meeting, the directors shall be elected or appointed to serve until the second annual meeting, and at the second annual meeting, the directors shall be elected or appointed for a term of one (1) year beginning with the second annual meeting. Unless a director resigns before the expiration of his term of office, each director shall hold his office until his successor has been elected or appointed and has taken office. The term of office of any director elected or appointed to fill a vacancy created by the resignation of his predecessor shall be the balance of the un-served term of his predecessor. The Members may also transact such other business of the Homeowners'Association as may properly come before the meeting. 3.3. Special Meeting of Members. Special meetings of the Members may be called at any time by a majority of a quorum of the Board, or upon a petition signed by Members holding at least thirty three percent(33%) of the voting interests of the Members other than the Declarant. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof.No business shall be transacted at a special meeting except as stated in the notice. 3.4. Notice of Meetings of Members. It shall be the duty of the Secretary to mail a notice of each annual or special meeting of Members, stating the purpose thereof as well as -2- 16A 6 the day,hour,and place where it is to be held,to each Member at least seven(7)but not more than sixty (60) days prior to such meeting. Alternatively, notice may be posted in a conspicuous place in the Community at least forty-eight (48) hours in advance of the meeting.The notice may be set forth time limits for speakers and nominating procedures for the meeting.The mailing of a notice,postage prepaid,in the manner provided in this section, shall be considered notice served. If no address has been furnished to the Secretary, notice shall be deemed to have been given to a Member if delivered to his Dwelling, or if posted in a conspicuous place on the Common Areas.Meetings of Members shall be open to all Owners (who shall, however, not be recognized or entitled to participate unless authorized by the Board). 3.5. Adjourned Meetings. If any meeting of the Members cannot be organized because a quorum has not attended, the Members who are present, either in person or by proxy, may adjourn the meeting to a time not less than five (5) days, nor more than thirty (30) days, from the time the original meeting was called. Such adjourned meetings may be held only upon a new notice thereof as provided in this Article, except that notice shall be given by announcement at the meeting at which such adjournment is taken. If a meeting is adjourned for more than thirty (30) days, notice of the adjourned meeting shall be given as in the case of an original meeting. 3.6. Order of Business. The order of business at all meetings of the Members shall (unless waived) be as follows: (a) roll call to determine the voting power represented at the meeting; (b) proof of notice and waiver of notice; (c) reading of minutes of preceding meeting; (d) reports of officers; (e) reports of committees; (f) election of directors; (g) unfinished business; and (h) officers of the Homeowners' Association, in order of their priority. 3.7. Action Without Meeting. Any action, which under the provisions of Florida law may be taken at a meeting of the Members,may be taken without a meeting if authorized in writing by the requisite percentage of Members, if necessary, who would be entitled to vote at a meeting for such purpose, and if thereafter filed with the Secretary. 3.8. Minutes, Presumption of Notice. Minutes or a similar record of the proceedings of meetings of Members, when signed by the President or Secretary, shall be presumed to truthfully evidence the matters set forth therein.A recitation in the minutes of any such meeting that notice of the meeting was properly given shall be prima facie evidence that such notice was given.Minutes of all meetings of the Members and of the Board must be maintained in written form or in another form that can be converted into written form within a reasonable time. A vote or abstention from voting on each matter voted upon for each director present at a meeting of the Board must be recorded in the minutes. -3- 16A 6 Article IV BOARD OF DIRECTORS 4.1. Number and Qualifications. The property, business and affairs of the Homeowners'Association shall be governed and managed by a Board composed of at least three (3),but no more than five (5) persons.The directors shall be appointed in accordance with the Articles.The Board may increase,by resolution,the authorized number of directors on the Board. Directors shall not receive any stated salary for their services as directors; provided, however, that (a) nothing herein contained shall be construed to preclude any director from serving the Homeowners' Association in some other capacity and receiving compensation therefor, and (b) any director may be reimbursed for his actual expenses incurred in the performance of his duties. 4.2. Powers and Duties. The Board has the powers and duties, necessary for the administration of the affairs of the Homeowners'Association and may take all such acts and do all such things as required to be exercised and done exclusively by the Members. 4.3. Special Powers and Duties. Without prejudice to the foregoing general powers and duties,and such powers and duties as are set forth in the Community Covenants and the Articles, the Board is vested with, and responsible for, the following powers and duties: a. To select,appoint and remove all officers,agents,and employees of the Homeowners' Association, to prescribe such powers and duties for them as may be consistent with law, the Articles, the Community Covenants, and these By-Laws,to fix their compensation, if any, and to require from them fidelity bonds or other security for their faithful service when deemed advisable by the Board. b. To conduct, manage and control the affairs and business of the Homeowners' Association, and to make and enforce such rules and regulations therefor consistent with law,the Articles,the Community Covenants,and these By-Laws,as the Board may deem necessary or advisable. c. To change the principal office for the transaction of the business of the Homeowners' Association; to designate any place for the holding of any annual or special meeting or meetings of Members consistent with the provisions hereof;and to adopt and use a corporate seal and to alter the form of such seal,from time to time,as the Board,in its sole judgment, may deem best, provided that such seal shall at all times comply with the provisions of law. d. To borrow money and to incur indebtedness for the purposes of the Homeowners' Association as limited by these By-Laws, and to cause to be executed and delivered therefor, in the Homeowners' Association's name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and security therefor, provided no action authorized hereunder shall be taken without the prior written consent of the Declarant as long as the Declarant is a Member. -4- 1 6 A 6 e. To fix and levy from time to time Assessments upon the Owners, as provided in the Community Covenants; to fix and levy from time to time in any fiscal year Assessments for capital improvements applicable to that year only for capital improvements to the Common Areas; to determine and fix the due date for which the payment of such Assessments, and the date upon which the same shall become delinquent; provided, however,that such Assessments shall be fixed and levied only to provide for the payment of the expenses of the Homeowners'Association and for taxes and governmental assessments upon real or personal property owned, leased, controlled or occupied by the Homeowners' Association, or for the payment of expenses for labor rendered or materials or supplies used and consumed, or equipment and appliances furnished, for Homeowners' Association Property, improvements or development of such property or for the payment of any and all obligations in relation thereto, or in performing or causing to be performed any of the purposes of the Homeowners'Association for the general benefit and welfare of its Members, all in accordance with the provisions of the Community Covenants. The Board is hereby authorized to incur any and all expenditures for any of the foregoing purposes and to provide, or cause to be provided, adequate reserves for replacements as it shall deem to be necessary or advisable, if any, in the interest of the Homeowners' Association or for the welfare of its Members. The funds collected by the Board from the Owners, attributable to replacement reserves for Homeowners'Association Property recurring less frequently than annually, and for capital improvements to the Common Areas, shall at all times be held in trust for the Owners and shall not be commingled with other Assessments collected from the Owners. Should any Owner fail to pay Assessments before delinquency, the Board in its discretion is authorized to enforce the payment of such delinquent assessments as provided in the Community Covenants. Nothing herein shall require the establishment of reserves. f. To enforce the provisions of the Community Covenants, the Articles, these By-Laws, applicable rules and regulations and other agreements of the Homeowners' Association. g. To contract and pay for fire, casualty, errors and omissions, blanket liability, malicious mischief, vandalism, and other insurance, insuring the Owners, the Homeowners' Association, the Board and other interested parties, in accordance with the provisions of the Community Covenants, covering and protecting against any such damages or injuries as the Board deems advisable, which may include, without limitation, medical expenses of persons injured on the Common Areas, and to bond the agents and employees of the management company, if deemed advisable by the Board or required by the Community Covenants. The Board shall review, not less frequently than annually, all insurance policies and bonds obtained by the Board on behalf of the Homeowners' Association. h. To contract and pay for maintenance,gardening,utilities,materials and supplies,and services relating to the Common Areas,and to employ personnel necessary for the operation of the Common Areas and the Homeowners' Association, including legal and accounting services (subject to limitations set forth in the Articles regarding claims against the Declarant), and to contract for any pay for improvements to Common Areas. -5- 6 A 6 i. To delegate its powers according to law. j. To grant easements where necessary for utilities, sewer facilities and other services over the Common Areas. k. To adopt such rules and regulations as the Board may deem necessary for the management or use of the Common Areas,which rules and regulations shall become effective and binding after(1)they are adopted by a majority of the Board at a meeting called for that purpose, or by the written consent of such number of directors attached to a copy of the rules and regulations of the Homeowners' Association, and (2) they are posted in a conspicuous place on the Common Areas or mailed to each Owner at the address listed in the records of the Homeowners' Association or delivered to his Dwelling/Lot. Such rules and regulations shall not materially adversely affect the rights, privileges or preferences of the Declarant as established by the Community Covenants, the Articles, and these By-Laws without the prior written approval of the Declarant. 1. To select a management company to manage the Common Areas and the affairs of the Homeowners'Association,which shall perform such duties and services as the Board shall authorize. 4.4. Election and Term of Office. At the first annual meeting of the Members, and thereafter at each annual meeting of the Members, directors to be elected by the Members other than the Declarant, if any, shall be elected by written ballot by a majority of the Members as provided in these By-Laws (each person voting being entitled to cast his votes for each of as many nominees as there are vacancies to be filled); provided, however, that Declarant shall at all times have the right to elect or appoint the maximum number of directors it is entitled to elect or appoint,as provided in the Articles,if any,by written notice to the Homeowners' Association without the necessity of a meeting or vote. There shall be no cumulative voting.In the event that an annual meeting is not held,or the Board is not then elected or appointed, the Board may be elected or appointed at a special meeting of the Members held for that purpose. Each director shall hold office until his successor has been elected and has qualified or until his death, resignation, removal, or judicial adjudication of mental incompetence.Any person serving as a director may be re-elected,and there shall be no limitation on the number of terms during which he may serve. 4.5. Vacancies. Vacancies in the Board caused by any reason, other than the removal of a director by a vote of the of the Homeowners' Association, shall be filled by the election or appointment of a new director by the Voting Member which originally elected or appointed such director; and each person so elected or appointed shall be a director until a successor is elected at the next annual meeting of the Members of the Homeowners' Association, or at a special meeting of the Members called for that purpose. A vacancy or vacancies shall be deemed to exist in case of death, resignation, removal, or judicial adjudication of mental incompetence of any director, increases in the size of the Board or in case the Members fail to elect or appoint the full number of authorized directors at any meeting at which such election is to take place. -6- 16A 6 4.6. Removal of Directors. At any regular or special meeting of the Members duly called, any one or more of the directors (other than the Declarant's designees) may be removed with or without cause by a majority vote of the Members of the Homeowners' Association that originally elected or appointed such director,and a successor may then and there be elected or appointed, to fill the vacancy thus created, by such Voting Member.Any director whose removal has been proposed by the Members shall be given an opportunity to be heard at the meeting. If any or all of the directors are so removed, new directors may be elected or appointed at the same meeting. 4.7. Organization Meeting. The first regular meeting of a newly elected Board shall be held within ten (10) days of election of the Board, at such place as shall be fixed and announced by the directors at the meeting at which such directors were elected, for the purpose of organization, election of officers and the transaction of other business. No notice shall be necessary to the newly elected directors in order legally to constitute such meeting, provided a majority of the whole Board shall be present. 4.8. Other Regular Meetings. Other regular meetings of the Board shall be open to the Members (who shall not be recognized or entitled to participate unless authorized by the Board) and may be held at any place or places within the County, on such days and at such hours as the Board may,by resolution,designate;provided,however,that such meeting shall be held no less frequently than annually. 4.9. Special Meetings. Special meetings of the Board shall be open to all Members (who shall not be recognized or entitled to participate unless authorized by the Board) and may be called by the President (or, if he is absent or refuses to act,by the Vice President) or by any two (2) directors and maybe held at any place or places within the County and at any time.Whenever any director has been absent from any special meeting of the Board,an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such meeting was given to such director, as required by law, and as provided herein. 4.10. Notices of Meetings. Notices of all meetings of the Board must be posted in a conspicuous place within the Properties at least forty-eight (48) hours in advance of a meeting, except in an emergency. In the alternative, if notice is not posted in a conspicuous place within the Properties,notice of each meeting of the Board must be mailed or delivered to each Member at least seven (7) days before the meeting, except in an emergency. Notwithstanding the foregoing,in lieu of posting or mailing of notice for each meeting of the Board, including publication of notice, provision of a schedule of board meetings, or the conspicuous posting and repeated broadcasting of the notice on a closed-circuit cable television system serving the Homeowners'Association.However,if broadcast notice is used in lieu of a notice posted physically within the Properties, the notice must be broadcast at least four (4) times every broadcast hour of each day that a posted notice is otherwise required.When broadcast notice is provided, the notice and agenda must be broadcast in a manner and for a sufficient continuous length of time so as to allow an average reader to observe the notice and read and comprehend the entire content of the notice and the agenda. Notice may also be given by electronic transmission in a manner authorized by law for -7- 16A 6 meetings of the Board, committee meetings requiring notice, and annual and special meetings of the Members; however, a Member must consent in writing to receiving notice by electronic transmission.An Assessment may not be levied at a meeting of the Board unless the notice of the meeting includes a statement that Assessments will be considered and the nature of the Assessments. Directors may not vote by proxy or by secret ballot at meetings of the Board, except that secret ballots may be used in the election of officers. This section also applies to the meetings of any committee or other similar body, when a final decision will be made regarding the expenditure of funds of the Homeowners'Association funds, and to anybody vested with the power to approve or disapprove architectural decisions. 4.11. Waiver of Notice. Before or at any meeting of the Board, any director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice.Attendance by a director at any meeting of the Board shall be a waiver by him of notice of the time and place thereof. If all the directors are present at any meeting of the Board,no notice shall be required and any business may be transacted at such meeting. The transactions at any meeting of the Board,however called and noticed or wherever held, shall be as valid as though held at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the directors not present signs such written waiver of notice, a consent to holding such meeting, or an approval of the minutes thereof.All such waivers, consents and approvals shall be filed with the records of the Homeowners'Association or made a part of the minutes of the meeting. 4.12. Ouorum and Adjournment. Except as otherwise expressly provided herein,at all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business, and the acts of the majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board.If at any meeting of the Board there is less than a quorum present, the majority of those present may adjourn the meeting from time to time.At any such adjourned meeting,any business which might have been transacted at the meeting as originally called may be transacted without further notice. 4.13. Action Without Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the vote or written consent of all the directors. Any action so approved shall have the same effect as though taken at a duly constituted meeting of the directors. 4.14. Resignation. Directors shall have the absolute right to resign at any time and the Members that originally elected or appointed any such directors shall then fill the vacancies as provided herein, provided that if all directors resign, a special meeting of the Members shall be called as soon as possible for the purpose of electing new directors and the resignations of such directors shall not be effective until such election is held and new directors are elected or appointed, as applicable, except that if no meeting is held or no directors are elected after two (2) attempts to call and hold such meeting, the resignations shall become effective simultaneously with the date and time of the scheduled second meeting,whether held or not or whether new directors are elected or not. -8- 16A 6 4.15. Fidelity Bonds. The Board may require that all officers,employees,and agents of the Homeowners'Association handling or responsible for Homeowners'Association funds furnish adequate fidelity bonds. The premiums on such bonds may be paid by the Homeowners'Association. 4.16. Committees. The Board by resolution may, from time to time, designate such committees as it shall desire, and may establish the purposes and powers of each such committee created. The resolution designating and establishing the committee shall provide for the appointment of its members, as well as a chairman, and shall state the purposes of the committee, and shall provide for reports,termination and other administrative matters as deemed appropriate by the Board. 4.17. Proviso - Directors Appointed by the Declarant. Notwithstanding anything contained herein to the contrary,the Declarant shall have the right to appoint the maximum number of directors in accordance with the privileges granted to the Declarant pursuant to the Articles.All Directors appointed by the Declarant shall serve at the pleasure of such party, which shall have the absolute right, at any time, and in its sole discretion, to remove any director appointed by it, and to replace such director with another person to serve on the Board. Replacement of any director appointed by the Declarant shall be made by the person designated as successor director. The removal of any director and the designation of his successor by the Declarant shall become effective immediately upon delivery of such written instrument.The Declarant may waive its right to appoint one or more directors which it has the right to appoint at any time upon written notice to the Homeowners' Association, and thereafter such directors) shall be elected or appointed by the Members other than the Declarant. Article V OFFICERS 5.1 Designation. The principal officers of the Homeowners' Association shall be the President, Vice President, Secretary and Treasurer, all of whom shall be elected by the Board. The Board may appoint an Assistant Treasurer and an Assistant Secretary, and such other officers as in their judgment may be necessary.Officers need not be directors.Any two offices may be held by the same person,but the office of President and Secretary may not be held by the same person. 5.2 Election of Officers. The officers of the Homeowners' Association shall be elected annually by the Board at the organizational meeting of each new Board, and each officer shall hold his office at the pleasure of the Board, until he shall resign or be removed or otherwise disqualified to serve or his successor shall be elected and shall have qualified to serve. 5.3 Removal of Officers. Upon an affirmative vote of a majority of the Board, any officer may be removed,with or without cause, and his successor elected at any duly called regular or special meeting of the Board.Any officer may resign at any time by giving written notice to the Board, the President, or the Secretary of the Homeowners' Association. Any -9- 16A 6 such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified in said notice, acceptance of such resignation by the Board shall not be necessary to make it effective. The conveyance by an officer (other than an officer appointed by the Declarant or officers who are not Owners) of all Dwelling/Lots owned by such officer shall be an automatic resignation of such officer. 5.4 Compensation. Officers, agents, and employees shall receive such reasonable compensation for their services as may be authorized or ratified by the Board.Appointment of any officer, agent or employee shall not of itself create contractual rights of compensation for services performed by such officer, agent, or employee, provided that no officer, employee or director of Declarant, or any affiliate of Declarant, may receive any compensation. 5.5 President. The President shall be the chief executive officer of the Homeowners' Association. The President shall preside over all meetings of the Homeowners'Association and of the Board. The President shall have all the general powers and duties which are usually vested in the office of the President of a corporation. The President shall, subject to the control of the Board, have general supervision, direction, and control of the business of the Homeowners'Association. The President shall be an ex officio member of all standing committees, and he shall have such other powers and duties as may be prescribed by the Board or these By-Laws. 5.6 Vice President. The Vice President shall have such powers and perform such duties as usually pertain to such office or as are properly required of him by the Board. The Vice President shall take the place of the President and perform his duties whenever the President shall be absent, disabled or refuses or is unable to act. If neither the President nor the Vice President is able to act,the Board shall appoint some other member of the Board to do so on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon him by the Board or these By-Laws. 5.7 Secretary. The Secretary shall keep the minutes of all meetings of the Board and the minutes of all meetings of the Members of the Homeowners' Association at the principal office of the Homeowners' Association or at such other place as the Board may order.The Secretary shall keep the seal of the Homeowners'Association in safe custody and shall have charge of such books and papers as the Board may direct; and the Secretary shall, in general,perform the duties incident to the office of Secretary. The Secretary shall give, or cause to be given, notices of meetings of the Members of the Homeowners' Association and of the Board where notices of such meetings are required by law or in these By-Laws. The Secretary shall maintain a list of Owners, listing the names and addresses of the Owners as furnished by the Homeowners'Association,and the names on such list shall be changed only at such time as satisfactory evidence of a change in ownership is presented to the Secretary. The Secretary shall perform such other duties as may be prescribed by the Board. 5.8 Treasurer. The Treasurer shall have responsibility for Homeowners' Association funds and securities and shall be responsible for keeping, or causing to be kept, full and accurate accounts, tax records and other records of business transactions of the -10- � 6A 6 Homeowners' Association, including accounts of all assets, liabilities, receipts, and disbursements in books belonging to the Homeowners'Association. The Treasurer shall be responsible for the deposit of all monies and other valuable effects in the name, and to the credit, of the Homeowners' Association in such depositories as may from time to time be designated by the Board. The Treasurer shall disburse the funds of the Homeowners' Association as may be ordered by the Board in accordance with the Community Covenants, shall render to the President and directors,upon request,an account of all of his transactions as Treasurer and of the financial condition of the Homeowners' Association, and shall have such other powers and perform such other duties as may be prescribed by the Board or these By-Laws. Article VI AMENDMENTS TO BY-LAWS AND OTHER ACTIONS 6.1. General. Unless otherwise provided, these By-Laws may be amended by the Board at a duly constituted meeting of the Board for such purpose, provided that the notice to the Members of the Homeowners' Association of the meeting discloses the information that the amendment of the By-Laws is to be considered; provided, however,the provisions which are governed by the Articles may not be amended except as provided in the Articles or applicable law, and provided further, however, that any matters stated herein to be or which are in fact governed by the Community Covenants referred to herein may not be amended except as provided in such Community Covenants. Amendments to these By-Laws shall be approved by a majority of the votes of the directors at a duly constituted regular or special meeting of the Board; provided, however, Articles IV and VI of these By-Laws may not be amended, altered or modified without the affirmative vote of at least seventy-five (75%) of the voting interests of the Members at a meeting of Owners called specifically for such purpose. 6.2. Owner Approval.The following actions may not be taken by the Homeowners' Association or the Board without the affirmative vote of at least eighty percent (80%) of the voting interests of the Members: a. Dissolving of the Homeowners'Association or conversion into another form of business entity; b. Commencing litigation other than litigation to enforce compliance with these By-Laws,the Articles, or the Community Covenants; c. Selling assets of the Homeowners'Association with a fair market value more than $500,000; or d. Borrowing monies more than $2,000,000 in the aggregate during any twenty-four(24) month period,unless such funds are needed for the maintenance,repair or replacement of any portion of the Properties. 6.3. Declarant's Right to Amend.Anything to the contrary herein notwithstanding, and except as provided in Section 6.4 hereof, during the period in which the Declarant is a -u- 16A 6 Class B Member, the Declarant shall have the absolute right to amend these By-Laws, the Articles and the Community Covenants, and no amendment to these By-Laws shall be made or become effective without the written joinder of the Declarant. 6.4. Declarant's Right to Disapprove Action. So long as the Declarant owns any portion of the Properties,if and to the extent not prohibited under applicable law,and except as provided in Section 6.3 hereof,the Declarant shall have the right to disapprove actions of the Board and any committee, as is more fully provided in this section. This right shall be exercisable only by the Declarant,its successors,and assigns who specifically take this power in a recorded instrument. The right to disapprove shall be as follows: No action authorized by the Board or any committee shall become effective, nor shall any action, policy, or program be implemented until and unless: (a) The Declarant shall have been given written notice of all meetings and proposed actions approved at meetings of the Board or any committee thereof by certified mail, return receipt requested, or by personal delivery at the address it has registered with the Secretary, as it may change from time to time, which notice complies as to the Board meetings as provided in these By-Laws and which notice shall, except in the case of the regular meetings held pursuant to the By-Laws, set forth in a reasonable manner to be followed at said meeting; and (b) The Declarant shall be given the opportunity at any such meeting to join in or to have its representatives or agents join in discussion from the floor of any prospective action, policy, or program to be implemented by the Board or any committee thereof. The Declarant, its representatives or agents shall make its concerns, thoughts, and suggestions known to the members of the subject committee and/or the Board. The Declarant shall have and is hereby granted a right to disapprove any such action, policy, or program authorized by the Board or any committee thereof and to be taken by the Board,such committee,or any individual member of the Homeowners' Association, if Board, Member, committee, or Homeowners'Association approval is necessary for such action. This right may be exercised by the Declarant,its representatives,or agents at any time within ten(10) days following the meeting held pursuant to the terms and provisions hereof. This right to disapprove may be used to block proposed actions but shall not extend to the requiring of any action or counteraction on behalf of any committee, or the Board or the Homeowners' Association. The Declarant shall not use the right of disapproval afforded by this to reduce the level of services which the Homeowners' Association is obligated to provide, or to prevent capital repairs or any expenditure required to comply with applicable laws and regulations. This may not be amended without the express written consent of the Declarant as long as the Declarant owns any portion of the Community. Article VII NOTICES -12- 16A 6 7.1. Notice to Homeowners' Association. An Owner who mortgages his Dwelling/Lot shall notify the Homeowners' Association of the name and address of the mortgagee and of any release or discharge of the mortgage. 7.2. Notice of Unpaid Assessments. The Board shall,at the request of a mortgagee of a Dwelling/Lot, report any unpaid assessments due the Homeowners' Association from the Owner of such Dwelling/Lot in accordance with the provisions of the Community Covenants. Article VIII CONFLICTING PROVISIONS In case any of these By-Laws conflict with any provisions of the laws of the State of Florida, as amended from time to time such conflicting By-Laws shall be null and void upon final court determination to such effect, but all other provisions of these By-Laws shall remain in full force and effect.In case of any conflict between the Articles and these By-Laws, the Articles shall control; and in the case of any conflict between the Community Covenants and these By-Laws,the Community Covenants shall control. Article IX INDEMNIFICATION OF DIRECTORS AND OFFICERS Except to the extent that such liability or damage or injury is covered by insurance proceeds,the Board shall authorize the Homeowners'Association to pay expenses(including attorneys' fees) incurred by, or to satisfy a judgment or fine rendered or levied against, a present or former director, officer, committee member or employee of the Homeowners' Association, in any action brought by a third party against such person, whether or not the Homeowners'Association is joined as a party defendant, to impose a liability or penalty on such person, or to impose criminal sanctions, for an act alleged to have been committed by such person while a director, officer, committee member or employee, unless a court of competent jurisdiction finally determines, after all appeals have been exhausted or not pursued by the proposed indemnitee,that such Representative,director, officer, committee member, or employee did not act in good faith within what he reasonably believed to be the scope of his employment or authority and for a purpose which he reasonably believed to be in the best interests of the Homeowners'Association or its Members and such court further determines specifically that indemnification should be denied. Payments authorized hereunder include amounts paid and expenses incurred in settling any such action or threatened action. The provisions of this Article shall apply to the estate, executor, administrator, heirs, legatees or devisees of a Representative, director, officer, committee member or employee and may not be amended without the approval in writing of all persons who may be adversely affected by such amendment. Article X OFFICIAL RECORDS -13- 1 6 A 6 10.1. Official Records. The Homeowners' Association shall maintain each of the following items, when applicable, which constitute the official records of the Homeowners' Association: a. Copies of any plans, specifications, permits, and warranties related to improvements constructed on the Common Areas or other property that the Homeowners' Association is obligated to maintain, repair, or replace. b. A copy of these By-Laws and of each amendment to these By-Laws. c. A copy of the Articles and of each amendment thereto. d. A copy of the Community Covenants and a copy of each amendment thereto. e. A copy of the current rules of the Homeowners'Association, if any. f. The minutes of all meetings of the Board of Directors and of the Members,which minutes must be retained for at least seven (7) years. g. A current roster of all Members and their mailing addresses and parcel identifications. The Homeowners' Association shall also maintain the electronic mailing addresses and the numbers designated by Members for receiving notice sent by electronic transmission of those Members consenting to receive notice by electronic transmission.The electronic mailing addresses and numbers provided by Members to receive notice by electronic transmission shall be removed from the Homeowners'Association's records when consent to receive notice by electronic transmission is revoked. However,the Homeowners' Association shall not be liable for an erroneous disclosure of the electronic mail address or the number for receiving electronic transmission of notices. h. All of the Homeowners' Association's insurance policies or a copy thereof,which policies must be retained for at least seven (7)years. i. A current copy of all contracts to which the Homeowners' Association is a party,including,without limitation,any management agreement,lease,or other contract under which the Homeowners' Association has any obligation or responsibility. Bids received by the Homeowners'Association for work to be performed must also be considered official records and must be kept for a period of one (1)year. j. A copy of the disclosure summary described in Section 720.401(1), Florida Statutes. k. Ballots, sign-in sheets, voting proxies, and all other papers and electronic records relating to voting by member, which must be maintained for at least 1 year after the date of the election,vote, or meeting. -14- 16A 6 1. All affirmative acknowledgments made pursuant to Section 720.3085(3)(c)3, Florida Statutes. m. All other written records of the Homeowners' Association not specifically included in the foregoing which are related to the operation of the Homeowners' Association. 10.2. Financial and Accounting Records. The official records of the Homeowners' Association shall also include the financial and accounting records of the Homeowners' Association, which shall be kept according to good accounting practices. All financial and accounting records must be maintained for a period of at least seven (7)years.The financial and accounting records must include: a. Accurate, itemized, and detailed records of all receipts and expenditures. b. A current account and a periodic statement of the account for each member,designating the name and current address of each member who is obligated to pay assessments, the due date and amount of each assessment or other charge against the member,the date and amount of each payment on the account,and the balance due. c. All tax returns, financial statements, and financial reports of the Homeowners'Association. d. Any other records that identify, measure, record, or communicate financial information. 10.3. Inspection and copying of records. The official records shall be maintained within the State of Florida and must be open to inspection and available for photocopying by Members or their authorized agents at reasonable times and places within ten(10)business days after receipt of a written request for access. This section may be complied with by having a copy of the official records available for inspection or copying at a location within the Properties. a. The failure of the Homeowners' Association to provide access to the records within ten (10) business days after receipt of a written request creates a rebuttable presumption that the Homeowners'Association willfully failed to comply with this section. b. A Member who is denied access to official records is entitled to the actual damages or minimum damages for the Homeowners' Association's willful failure to comply with this section. The minimum damages are to be $50 per calendar day up to ten (10) days, the calculation to begin on the eleventh (11th) business day after receipt of the written request. c. The Homeowners' Association may adopt reasonable written rules governing the frequency,time,location,notice, and manner of inspections, and may impose fees to cover the costs of providing copies of the official records, including, without -15- 16A 6 limitation, the costs of copying. The Homeowners' Association shall maintain an adequate number of copies of the recorded governing documents, to ensure their availability to Members and prospective Members, and may charge only its actual costs for reproducing and furnishing these documents to those persons who are entitled to receive them. 10.4. Budgets. The Homeowners' Association shall prepare an annual budget. The budget must reflect the estimated revenues and expenses for that year and the estimated surplus or deficit as of the end of the current year. The budget must set out separately all fees or charges for recreational amenities,whether owned by the Homeowners'Association, the Declarant, or another person.The Homeowners'Association shall provide each Member with a copy of the annual budget or a written notice that a copy of the budget is available upon request at no charge to the Member. The copy must be provided to the Member within the time limits set forth in Section 10.3 of these By-Laws. 10.5. Financial Reporting. The Homeowners' Association shall prepare an annual financial report within sixty (60) days after the close of the fiscal year. The Homeowners' Association shall, within the time limits set forth in Section 10.3 of these By-Laws, provide each Member with a copy of the annual financial report or a written notice that a copy of the financial report is available upon request at no charge to the Member. The financial report must consist of either: a. Financial statements presented in conformity with generally accepted accounting principles; or b. A financial report of actual receipts and expenditures,cash basis,which report must show: 1) The amount of receipts and expenditures by classification; and 2) The beginning and ending cash balances of the Homeowners' Association. 10.6. Homeowners'Association funds; commingling. a. All Homeowners' Association funds held by the Declarant shall be maintained separately in the Homeowners'Association's name.Reserve and operating funds of the Homeowners' Association shall not be commingled prior to turnover except the Homeowners' Association may jointly invest reserve funds; however, such jointly invested funds must be accounted for separately. b. The funds of the Association shall not be commingled with the funds of the Declarant or the funds of any other association. 10.7. Turnover Deliveries. Upon the termination of the Class B Membership, the Members other than the Declarant shall be entitled to elect at least a majority of the Board of the Homeowners'Association, and the Declarant shall, at the Declarant's expense,within no more than ninety(90) days deliver the following documents to the Board: -16- 16A 6 a. All deeds to Common Areas owned by the Homeowners'Association. b. The original Community Covenants. c. A certified copy of the Articles of the Homeowners'Association. d. A copy of the By-Laws. e. The minute books,including all minutes. f. The books and records of the Homeowners'Association. g. Policies, rules, and regulations,if any,which have been adopted. h. Resignations of Directors who are required to resign because the Declarant is required to relinquish control of the Homeowners'Association. i. The financial records, including financial statements of the association and source documents, of the Homeowners' Association from the date of incorporation through the date of turnover. j. All Homeowners'Association funds and control thereof. k. All tangible property of the Homeowners'Association. 1. A copy of all contracts which may be in force with the Homeowners' Association as one of the parties. m. A list of the names and addresses and telephone numbers of all contractors, subcontractors, or others in the current employ of the Homeowners' Association. n. Any and all insurance policies in effect. o. Any permits issued to the Homeowners'Association by governmental entities. P. Any and all warranties in effect. q. A roster of current Owners and their addresses and telephone numbers and unit numbers. r. Employment and service contracts in effect. s. All other contracts in effect to which the Homeowners'Association is a party. -17- 1 6A 6 t. The financial records, including financial statements of the Homeowners' Association, and source documents from the incorporation of the Homeowners'Association through the date of turnover. Article XI MISCELLANEOUS 11.1. Execution of Documents.The Board,except as otherwise provided in these By- Laws, hereby authorizes its President or Vice President, to enter into any contract or to execute any instrument in the name and on behalf of the Homeowners'Association. 11.2. Inspection of By-Laws. The Homeowners' Association shall keep in its office for the transaction of business the original or a copy of these By-Laws, as amended or otherwise altered to date,certified by the Secretary,which shall be open to inspection by the Owners and by all Institutional Mortgagees at all reasonable times during office hours. 11.3. Fiscal Year. The fiscal year of the Homeowners' Association shall be determined by the Board and having been so determined, is subject to change from time to time as the Board shall determine. In the absence of a specific determination,the fiscal year shall be the calendar year. 11.4. Membership. The Homeowners'Association shall keep and maintain an office for the transaction of business and shall keep and maintain the name and address of each Owner. Termination or transfer of ownership of any Dwelling/Lot by an Owner shall be recorded, together with the date on which such ownership was transferred, in accordance with the provisions hereof and of the Community Covenants. 11.5. Board of Directors.Unless specific actions are specifically required to be taken by the Members, all such actions may be taken by the Board through its proper officers with or without a specific authorization. -18-