Backup Documents 09/08/2015 Item #16A11 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 A 11
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink pauper. Attach to original document. The completed routing slip and original documents arc to he 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 1 e
/ t--(// C-10
4. BCC Office Board of County
Commissioners �� 7—, c\ c
5. Minutes and Records Clerk of Court's Officer\rik(i\ a--\ SVeit Vi34/84\._
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 Jodi Hughes Phone Number x-5744
Contact/ Department
Agenda Date Item was 9/8/15 �/ f Agenda Item Number 16A11
Approved by the BCC
Type of Document Plat,Mortgagee's Consent(2),Declaration Number of Original 4
Attached of Covenants,Condition,and Restrictions 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? 4H-" )c-\'
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. JH
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 JH
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 JH
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 9/8/15 and all changes made during the �w ee''
meeting have been incorporated in the attached document. The County Attorney's i+a t1
Office has reviewed the changes, if applicable. A i 4
9. Initials of attorney verifying that the attached document is the version approved by the kliwkivtiol
BCC,all changes directed by the BCC have been made,and the document is ready for the
Chairman's signature. ie
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
16A11
THIS INSTRUMENT PREPARED BY
AND RETURN TO:
Harold J. Webre, Esquire
Coleman, Yovanovich & Koester, P.A.
4001 Tamiami Trail N., Suite 300
Naples,FL 34103
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
OF
SAPPHIRE COVE
Collier County,Florida
*** Sapphire Cove (formerly known as Estilo) is the Declaration for the subdivision recorded as
Estilo Acres in the Public Records of Collier County ***
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TABLE OF CONTENTS
Page
Article I DEFINITIONS 1
Article II PROPERTY SUBJECT TO THIS DECLARATION; WITHDRAWALS 5
Section 1. Existing Property 5
Section 2. Additions to Existing Property 5
Section 3. Withdrawal 6
Article III COMMON AREA AND LIMITED COMMON AREA; COMMUNITY SYSTEMS 6
Section 1. Common Areas 6
Section 2. Limited Common Area 7
Section 3. Easements for Use and Enjoyment of Common Areas 7
Article IV MEMBERSHIP AND VOTING RIGHTS IN THE ASSOCIATION 8
Section 1. Membership 8
Section 2. Voting Rights 8
Article V EASEMENTS 9
Section 1. Easements for Utilities and Community Systems 9
Section 2. Easement for Entry 10
Section 3. Easement for Maintenance 10
Section 4. Damages 10
Section 5. Easement for Collection for Stormwater Runoff and Flood Water 10
Section 7. Easements to Service Additional Property 10
Section 9. Easements for Cross-Drainage 10
Section 10. Lake Maintenance Easement 11
Article VI THE ASSOCIATION 11
Section 1. Functions and Services 11
Section 2. Obligation of the Association 13
Section 3. Association Actions Requiring Approval 13
Section 4. Recycling Programs 14
Section 5. Public Gardens and Environmental Programs 14
Section 6. Lake Maintenance 14
Article VII COVENANT FOR MAINTENANCE 14
Section 1. Association's Responsibility 14
Section 2. Owner's Responsibility 15
Section 5. Standard of Performance 16
Article VIII ASSESSMENTS 16
Section 1. Creation of Assessments 16
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Section 2. Computation of Base Assessment 17
Section 3. Computation of Neighborhood Assessments 17
Section 4. Reserve Budget and Capital Contribution 18
Section 5. Special Assessments 18
Section 6. Specific Assessments 18
Section 7. Date of Commencement of Assessments;Due Dates 19
Section 8. Liens for Assessments 19
Section 9. Subordination of the Lien to First Mortgages;Mortgagees' Rights 20
Section 10. Declarant's Assessments 20
Section 11. Exempt Property 20
Section 12. Golf Course Dues 20
Section 13. Initial Recreation Capitalization Fee 21
Article IX ARCHITECTURAL STANDARDS 21
Section 1. The Architectural Review Committee 21
Section 2. Architectural Standard 21
Section 3. Variance 22
Section 4. Building and Impervious Lot Coverage 21
Article X INSURANCE AND CASUALTy LOSSES 22
Section 1. Association Insurance 22
Section 2. Owners Insurance 24
Section 3. Damage and Destruction. 24
Section 4. Disbursement of Proceeds 25
Section 5. Repair and Reconstruction 25
Article XI CONDEMNATION 25
Section 1. General 25
Article XII USE RESTRICtIONS 26
Section 1. Residential Use 26
Section 2. Nuisances 26
Section 3. Unlawful Use 26
Section 4. Insurance 26
Section 5. Pets 26
Section 6. Signs 26
Section 7. Exterior Lighting 26
Section 8. Traffic Hazards 27
Section 9. Service Yards 27
Section 10. Antennas, Other Devices 27
Section 11. Temporary Structures 27
Section 12. Water Supply and Sewerage 27
Section 13. Fuel Storage Tanks 27
Section 14. Parking and Garages 27
Section 15. Soliciting 27
Section 16. Trees and Plantings 27
Section 17. Fences and Walls;Clotheslines 27
Section 18. Motor Vehicles,Trailers, Etc. 27
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Section 19. Recreation Equipment 28
Section 20. Lawns and Landscaping 28
Section 21. Subdivision 28
Section 22. Conservation Areas 28
Section 23. Leases 28
Section 24. Boating 28
Section 25. Fishing 28
Section 26. Window Treatments 28
Section 27. Garage 28
Section 28. Declarant Exemption 29
Section 29. Right to Repurchase 29
Article XIII DECLARANT'S RIGHTS 29
Section 1. Declarant's Rights 29
Section 2. Common Areas. 31
Section 3. Enforcement and Inaction. 32
Article XIV ENFORCEMENT OF COVENANTS AND ABATEMENT OF VIOLATIONS 33
Section 1. Compliance by Owners 33
Section 2. Actions 33
Section 3. Right of Entry 33
Section 4. Fines 34
Section 5. Suspension of Use 34
Article XV ASSIGNMENT 34
Article XVI CONSERVATION AREAS 35
Article XVII SURFACE WATER MANAGEMENT SYSTEM AND STORM WATER
MANAGEMENT SYSTEM 35
Section 1. Dedication. 35
Section 2. Maintenance and Monitoring. 35
Section 3. Use Restrictions. 36
Section 4. Enforcement by District. 36
Section 5. Dissolution of Association. 36
Section 6. Covenant for Maintenance Assessments for Association. 36
Section 7. Easement for Access and Drainage 36
Section 8. Amendment 37
Article XVIII GENERAL PROVISIONS 37
Section 1. Duration 37
Section 2. Amendment 38
Section 3. Rules and Regulations 38
Section 4. Termination 39
Section 5. Notices 39
Section 6. Controlling Agreement 39
Section 7. Severability 39
Section 8. Partition 39
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Section 9. Gender and Grammar 39
Section 10. Captions 40
Section 11. Conveyances of Common Area and Limited Common Area 40
Section 12. Security 41
Section 13. Notices and Disclaimers as to Water Bodies 41
Section 14. Notices and Disclaimers as to Community Systems 41
Section 15. Mortgagee Provisions 41
Section 16. Rights Reserved for Declarant with Respect to Community Systems 41
Section 17. Dispute Resolution 42
Section 18. Arbitration of Claims 42
Exhibit A=Legal Description of property in the Community
Exhibit B = Articles of Incorporation
Exhibit C = Bylaws
Exhibit D = Limited Common Areas
Exhibit E = Stormwater Program
Exhibit F= Offsite Mitigation
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DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
OF
SAPPHIRE COVE
THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
OF SAPPHIRE COVE (the "Declaration") is made and executed this /144- day of
Foto f'JQ '- , 2019, by LORD'S WAY 30, LLC, a Florida limited liability company, its
successors and/or assigns, hereinafter called Declarant.
WITNESSETH :
WHEREAS, Declarant is the owner of the real property within SAPPHIRE COVE, a
master planned community, which property is described in Exhibit "A" attached hereto and is
also described in Article II of this Declaration, and desires to create thereon mutually beneficial
restrictions under a general plan of improvement for the benefit of the real property and all of its
future owners.
NOW, THEREFORE, Declarant hereby declares that all of the real property described
in Article H of this Declaration, together with any improvements constructed or to be constructed
thereon, is and shall be owned, held, transferred, sold, conveyed, encumbered, leased, rented,
used, occupied and improved subject to the following covenants, conditions, restrictions,
easements, assessments and liens all of which are established for the purpose of enhancing and
protecting the value, desirability and attractiveness of the real property described in Article II
and every part thereof and all of which shall run with the land and the title to the real property
subject to this Declaration and shall be binding upon all parties having or acquiring any right,
title or interest therein.
ARTICLE I
DEFINITIONS
The following words, when used in this Declaration or any Supplemental Declaration,
shall have the following meanings:
1. "Architectural Standards" means the design criteria and building guidelines
promulgated by the Architectural Review Committee as more particularly described in Article IX
of this Declaration.
2. "Area(s) of Common Responsibility" means the Common Area, together with
those areas, if any, which by the terms of this Declaration, any Supplemental Declaration (as
hereinafter defined), other applicable covenants, or by contract become the responsibility of the
Association.
3. "Articles" means the Articles of Incorporation of Sapphire Cove Homeowners
Association, Inc., attached hereto as Exhibit "B".
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4. "Association" means Sapphire Cove Homeowners Association, Inc., a Florida
not-for-profit corporation, its successors and assigns.
5. "Association Documents" means this Declaration, the Articles, the Bylaws, the
Rules and Regulations, and the Community-Wide Standards.
6. "Base Assessment" means assessments levied on all Parcels subject to assessment
under Article VIII to fund Common Expenses for the general benefit of all Parcels, as more
particularly described in Article VIII, Section 2 of this Declaration.
7. "Board of Directors" or "Board" mean the members of the Board of Directors of
the Association as from time to time elected or appointed.
8. "Bylaws" means the Bylaws of the Association, attached hereto as Exhibit"C".
9. "Class B Control Period" means the period of time during which the Class "B"
Member is entitled to appoint a majority of the members of the Board of Directors as provided in
Section 4.3 of the Bylaws.
10. "Common Areas" means all real and personal property within Sapphire Cove,
which is declared herein or in any Supplemental Declaration to be the "Common Areas" or on
any recorded subdivision plat of the Community (Estilo Acres Plat), and all improvements
thereto, which are designated for the use and enjoyment of all Owners, or which are otherwise
dedicated, conveyed, leased or for which a license or use right is granted to the Association and
which are intended to be devoted to the common use and enjoyment of some or all of the
Owners, as more specifically provided herein. Each Common Area shall be designated,
dedicated, conveyed, leased, licensed or have a use right granted to the Association at such time
as is provided in the instrument that designates, dedicates, conveys, leases, licenses or grants a
use right for such area of land to the Association. As used herein, "Common Areas" shall
include, among other things, (i) all improvements and equipment located in or on the Common
Areas, including, without limitation, private roadways, signage, gate houses, entry features,
swales and berms, pedestrian paths and irrigation systems, (ii) any pools, recreational facilities,
clubhouses and parking facilities designated as Common Areas in this Declaration, any
Supplemental Declarations or on the Plat, (iii) the surface water management system, as
permitted by the South Florida Water Management District, including, but not limited to, all
lakes, retention areas, Conservation Areas, water management areas, ditches, culverts, structures
and related appurtenances, but shall exclude (x) any public utility installation located in or on the
Common Areas thereon, and (y) any other property of Declarant not intended to be made
Common Areas.
11. "Common Expenses" means the actual and estimated expenses of operating the
Association, including, but not limited to, maintenance of the Common Areas, Limited Common
Areas and Area(s) of Common Responsibility, services and any reasonable reserve, all as may be
found necessary and appropriate by the Board pursuant to this Declaration, the Articles and the
Bylaws.
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12. "Community" means the real property described in Exhibit "A" and interests
therein, which is subject to this Declaration, together with such additional property as is
subjected to this Declaration in accordance with Article II.
13. "Community-Wide Standard" means the standard of conduct, maintenance or
other activity specifically determined by the Board of Directors or its committees.
14. "Conservation Areas" means those protected areas required by the South Florida
Water Management District for the Community, including, but not limited to wetland
preservation areas, mitigation areas and upland buffers which are protected under conservation
easements created pursuant to Section 704.06, Florida Statutes.
15. "Declarant" means Lord's Way 30, LLC, a Florida limited liability company, its
successors and/or assigns; provided, however, that any successor or assign shall acquire for the
purpose of development or sale any or all portion of the remaining undeveloped or unsold
portions of the real property described in Exhibit "A" attached hereto and, provided further, in
the instrument of conveyance to any such successor or assign, such successor or assign is
designated as the "Declarant" hereunder by the grantor of such conveyance, which grantor shall
be the "Declarant" hereunder at the time of such conveyance; provided further, upon such
designation of such successor Declarant, all rights of the former Declarant in and to such status
as "Declarant" hereunder shall cease, it being understood as to all of the property described in
the Exhibit "A" attached hereto, which is now subject to this Declaration, there shall be no more
than one person or legal entity entitled to exercise the rights and powers of the "Declarant"
hereunder at any time.
16. "Sapphire Cove" is the name of the Community which has been formerly referred
to as Estilo and recorded as the Estilo Acres plat in the public records of Collier County.
17. "Limited Common Area" means any and all real and personal property,
easements, improvements, facilities and other interest which are reserved for the use of Owners
of certain Parcels to the exclusion of other Owners of certain Parcels. The initial Limited
Common Areas and the parties entitled to use the Limited Common Areas are set forth herein on
Exhibit "D".
18. "Master Plan" means the land use plan for the development of the Community
prepared by Hagan Engineering, as it may be amended and submitted to Collier County for
construction plans and plat approval, which plan includes the property described on Exhibit "A".
Inclusion of property and improvements on the Master Plan shall not, under any circumstances,
obligate Declarant to add the said property and/or construct the improvements reflected on the
Master Plan.
19. "Member" means all those Owners who are members of the Association as
provided in Article IV, Section 1, hereof.
20. "Owner" means the record owner, whether one or more persons or entities, of the
fee simple title to any Parcel, plot or other property located within the Community, excluding,
however, the Association and any person holding such interest merely as security for the
performance or satisfaction of an obligation.
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21. "Parcel" means a portion of the Community, whether improved or unimproved,
which may be independently owned and conveyed and which is intended for development or use
for either residential or commercial purposes, but the term shall not include Common Areas or
property dedicated to the public.
22. "Person" means any natural person, as well as a corporation, limited liability
company,joint venture, partnership (general or limited), association, trust or other legal entity.
23. "Plat" means any Plat or Replat of the Community or any portion thereof now or
hereafter recorded, including, without limitation, that certain Plat of Estilo Acres recorded in Plat
Book , Pages through_, inclusive, of the Public Records of Collier County, Florida.
Any reference to Estilo Acres Owner's Association in the Plat shall refer to Sapphire Cove
Homeowner's Association, Inc.
24. "The Properties" means and refers to all properties described in Exhibit "A"
attached hereto and made a part hereof and all additions thereto, now or hereafter made, subject
to this Declaration.
25. "Rules and Regulations" means the procedures for administering the Association,
the Community, and the use of the Common Areas, as adopted by resolution of the Board of
Directors.
26. "Special Assessment" means assessments levied in accordance with Article VIII,
Section 4 of this Declaration.
27. "Specific Assessment" means assessments levied in accordance with Article VIII,
Section 5 of this Declaration.
28. "Supplemental Declaration" means an amendment or supplement to this
Declaration filed pursuant to Article II which subjects additional property to this Declaration
and/or imposes, expressly or by reference, additional restrictions and obligations on the land
described therein.
29. "Surface Water Management System and Storm Water Management System"
shall mean and refer to the surface water management system and storm water management
system for the Property including, but not limited to, all inlets, ditches, swales, culverts, water
control structures, retention and detention areas, ponds, lakes, flood plain compensation areas,
wetlands, and any associated buffer areas, and wetland mitigation areas, 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 pollution or
otherwise affect the quantity and quality of discharges.
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ARTICLE II
PROPERTY SUBJECT TO THIS DECLARATION; WITHDRAWALS
Section 1. Existing Property. The real property which is, and shall be, held, transferred,
sold, conveyed and occupied subject to this Declaration is described on Exhibit" A" attached
hereto and made a part hereof("The Properties").
Section 2. Additions to Existing Property. Additional lands may become subject to this
Declaration as follows:
(a) Declarant, together with the owner of fee simple title to the property
involved if other than Declarant, shall have the right to bring additional properties within the
operation of this Declaration to become part of the Community without the consent or joinder of
any other Person being required, by filing a Supplemental Declaration in the Public Records of
Collier County, Florida.
(b) Additionally, Declarant shall have the right to bring additional properties
within the operation of this Declaration to become part of the Community without the consent or
joinder of any other Person being required to accomplish the following purposes:
(i) to include within the Community any portions of any rights-of-way
which become abandoned and which abut the Community, or to otherwise move the boundary
lines of the Community such that at locations where possible, the boundary lines abut public
ways; and
(ii) to include within the Community the situs of lands containing
easement ways for ingress and egress and the swale areas of such easement ways which connect
any private road system within the Community to the public way.
(c) Upon approval in writing of the Association pursuant to a majority vote of
its members, an Owner of any land who desires to add it to the scheme of this Declaration and to
subject it to the jurisdiction of the Association may file of public record a Supplemental
Declaration declaring its intention and containing the legal description of the lands to be added;
provided, so long as Declarant owns any property described in Exhibit "A", then there shall be
no additions to the Community (other than as permitted under subsections (a) and (b) above and
subsection (d) below), unless the Declarant joins the majority of Owners in approving such
addition.
(d) Upon a merger or consolidation of the Association with another
association, the Association's properties, rights and obligations may, by operation of law, be
transferred to another surviving or consolidated association or, alternatively, the properties,
rights and obligations of another association may, by operation of law, be added to the
properties, rights and obligations of the Association as a surviving corporation pursuant to
merger. The surviving or consolidated association may administer the covenants, restrictions
and conditions established by this Declaration within the Community, together with the
covenants, conditions and restrictions established upon any other property as one scheme. No
such merger or consolidation, however, shall effect any revocation, change or addition to the
covenants established by this Declaration within the Community.
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(e) At the time any additional lands are made subject to this Declaration,
Declarant may also record an instrument which:
(i) modifies any of the provisions of this Declaration insofar as they
may apply to such additional lands only; or
(ii) creates new provisions applicable only to such additional lands; or
(iii) omits the applicability of any of the provisions of this Declaration
as to any such additional lands; or
(iv) does any, all or none of the above.
(f) The execution and recordation of this Declaration shall not be construed to
require Declarant to subject any additional lands to the covenants, conditions and restrictions or
other provisions of this Declaration or any other recorded instrument.
Section 3. Withdrawal. Declarant reserves the right to amend this Declaration at any
time, without prior notice and without the consent of any Person, for the purpose of removing
certain portions of the Community then owned by the Declarant or its affiliates or the
Association from provisions of this Declaration to the extent included originally in error or as a
result of any changes whatsoever in the plans for the Community desired to be affected by
Declarant in its sole and absolute discretion. Any withdrawal of land not owned by Declarant
shall require the written consent or joinder of the then-owner(s) and mortgagee(s) of such land,
but not of any others. Notwithstanding the foregoing, no withdrawal which effects the operation
and maintenance of the surface water management system shall be made without the consent of
the South Florida Water Management District.
ARTICLE III
COMMON AREA AND LIMITED COMMON AREA
Section 1. Common Areas. The Common Areas are as designated on the Plat, in this
Declaration, or in any other documents recorded from time to time by the Declarant. Declarant
hereby designates the following tracts on the Plat as the Common Areas for the use and benefit
of all Owners within the Community:
(i) Tracts C-1, C-2, C-3 and C-4 on the Plat of Estilo Acres recorded
in Plat Book , Pages through , inclusive, of the Public Records of Collier County,
Florida.
The Declarant may, in its sole discretion, construct entry features at the entrance of the
Community and convey such entry features to the Association. If the entry features are
constructed and conveyed to the Association, the Association shall thereafter maintain them.
The Declarant shall have the right in its sole discretion to convey additional real estate improved
or unimproved and/or personal property as additional Common Area which conveyance or
dedication to the Association shall be accepted by the Association and thereafter shall be
maintained by the Association at its expense for the benefit of the Members. The boundaries of
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the Common Area may from time to time be modified by Declarant as deemed necessary or
appropriate by Declarant in its sole and absolute discretion for development and sale of The
Properties. The Association shall, without approval of a Person, execute any such instrument
deemed necessary to accomplish any boundary modification.
Section 2. Limited Common Area. Certain portions of The Properties may be designated
by Declarant, in its sole and absolute discretion, as Limited Common Area and reserved for the
exclusive use or primary benefit of the Owners, occupants and invitees of certain Parcels. By
way of illustration and not limitation, Limited Common Areas may include entry features, gated
entries, guardhouses, recreational facilities, landscaped medians and cul-de-sacs, lakes and other
portions of the Common Area within a particular portion of the Community. All costs associated
with maintenance, repair, replacement, and insurance of Limited Common Areas shall be
assessed against the Owners of Parcels to which the Limited Common Area is assigned. The
initial Limited Common Areas and the Persons entitled to use same are more particularly
described on Exhibit D attached hereto and incorporated herein.
Initially, the Declarant shall designate any Limited Common Area as such and shall
assign the exclusive use thereof in this Declaration, the deed conveying the Common Area to the
Association, or on the plat relating to such Common Area; provided, any such assignment shall
not preclude the Declarant from later assigning use of the same Limited Common Area to
additional Parcels.
The Limited Common Area is as designated in this Declaration, on the Plat, or in other
documents recorded from time to time by the Declarant, including in a Supplemental
Declaration. The Association may adopt Rules and Regulations which govern among other
things the use of the Limited Common Area. The Declarant shall have the right in its sole
discretion to convey additional real estate, improved or unimproved and/or personal property as
additional Limited Common Area which conveyance or dedication to the Association shall be
accepted by the Association and thereafter shall be maintained by the Association at its expense
for the benefit of the Members.
Section 3. Easements for Use and Enjoyment of Common Areas. Every Owner of a
Parcel shall have a right and easement of ingress and egress, use and enjoyment in and to the
Common Areas which shall be appurtenant to and shall pass with the title to the Parcel, subject
to the following provisions:
(i) the right of the Association to borrow money for the purpose of
improving the Common Areas and Limited Common Areas, or any portion thereof or for
construction, repairing or improving any facilities located or to be located thereon, and give as
security for the payment of any such loan a mortgage encumbering all or any portion of the
Common Areas or Limited Common Areas; provided, the lien and encumbrance of any such
mortgage given by the Association shall be subject and subordinate to any rights, interests,
options, easements and privileges herein reserved or established for the benefit of Declarant or
any Owner, or a holder of any mortgage, irrespective of when executed or given by Declarant or
any Owner, encumbering any Parcel or other property located within the Community;
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(ii) the right of the Association to grant easements across the Common
Areas and/or Limited Common Areas to Persons who are not Owners;
(iii) the right of the Association to dedicate or transfer all or any
portion of the Common Areas and/or Limited Common Areas subject to such conditions as may
be agreed to by a majority of the Members of the Association and subject to the approval
requirements of Declarant;
(iv) this Declaration, the Bylaws and any other applicable covenants;
(v) any restrictions or limitations contained in any deed conveying
such property to the Association;
(vi) the right of the Board to adopt rules regulating the use and
enjoyment of the Common Area; and
(vii) the rights of certain Owners to the exclusive use of those portions
of the Common Area designated "Limited Common Areas," as more particularly described in
Article III, Section 2 above.
ARTICLE IV
MEMBERSHIP AND VOTING RIGHTS IN THE ASSOCIATION
Section 1. Membership. Except as provided in the next sentence, every Person,
including Declarant, who is a record owner of a fee or undivided fee interest in any Parcel in the
Community shall be a Member of the Association, provided that any Person who holds such
interest merely as a security for the performance of an obligation shall not be a Member.
Change of membership shall be established by recording in the Public Records of Collier
County, Florida a deed or other instrument which conveys fee title to a Parcel within the
Community, and by the delivery to the Association of a copy of such recorded instrument. If a
copy of said instrument is not delivered to the Association, the new Owner shall become a
Member, but shall not be entitled to voting privileges. Membership in the Association by all
Owners is mandatory and automatic with the ownership of any Parcel and is appurtenant to, runs
with, and shall not be separated from, the Parcel upon which membership is based.
Section 2. Voting Rights. The Association shall have two (2) classes of membership,
Class "A" and Class "B", as follows:
(a) Class "A". Class "A" Members shall be all Owners, with the exception of
the Declarant. Class "A" Members shall be entitled to one (1) equal vote for each one (1) acre of
land owned in fee simple in the Community, and a fraction of one (1) vote for each fraction of
land when the Owner's land does not constitute exactly one (1) acre. When more than one (1)
person holds an ownership interest in any Parcel, all such persons shall be Members of the vote
for such Parcel and such vote shall be exercised as those Owners themselves determine and
advise the Secretary of the Association prior to any meeting. In the absence of such advice, the
Parcel's vote shall be suspended in the event more than one (1) person seeks to exercise it.
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(b) Class "B". The sole Class "B" Member shall be the Declarant. The
rights of the Class "B" Member, including the right to approve or withhold approval of actions
proposed under this Declaration and the Bylaws, are specified elsewhere in the Declaration and
the Bylaws. The Class "B" Member may appoint a majority of the members of the Board during
the Class "B" Control Period, as specified in the Bylaws. After termination of the Class "B"
Control Period, the Class "B" Member shall have a right to disapprove actions of the Board and
committees as provided in the Bylaws. Additionally, the Class "B" Member shall be entitled to
ten (10) votes for each one (1) acre of land owned, and a fraction of ten (10) votes for each
fraction of land when the Class "B"Member's land does not constitute exactly one (1) acre.
The Class "B"membership shall terminate upon the earlier of:
(i) Two (2) years after termination of the Class "B" Control Period
pursuant to the Bylaws; or
(ii) When, in its discretion, the Declarant so determines and declares in
a recorded instrument.
ARTICLE V
EASEMENTS
In addition to the easements which appear on the Plat, the respective rights and
obligations of the Parcel owners, the Association, Declarant and others concerning easements
affecting the Community shall include the following:
Section 1. Easements for Utilities. Declarant hereby reserves for the benefit of itself, its
successors and assigns and the Association, perpetual blanket easements upon, across, above and
under the Community, which easements shall be for access, ingress, egress, installation,
construction, repair, operation, maintenance and replacement of utility services for the
Community or any portion thereof, including, but not limited to water, sewer, gas, drainage,
irrigation, fire protection, electricity and other services, such as trash disposal, roads and
walkways. This easement shall not entitle the holders to construct or install any drainage
systems, facilities or utilities over, under or through any existing Parcel, except as may be
temporarily necessary for utility installation, and any damage to a Parcel resulting from the
exercise of this easement shall promptly be repaired by and at the expense of the Person
exercising this easement. The exercise of this easement shall not unreasonably interfere with the
use of any Parcel and, except in an emergency, entry onto any Parcel shall be made only after
reasonable notice to the Owner of the Parcel. This reserved easement may be assigned by
Declarant by written instrument to the Association, and the Association shall accept the
assignment upon such terms and conditions as are acceptable to Declarant. If this reserved
easement is assigned to the Association, the Board shall, upon written request, grant a specific
license or easement to a party furnishing any such utility or service. Use of the Community for
utilities, as well as use of the other utility easements as shown on relevant plats, shall be in
accordance with the applicable provisions of this Declaration and said plats. Declarant and its
affiliates and its and their designees shall have a perpetual easement over, upon, and under the
Community and the portions thereof designated in plats for the installation, operation,
maintenance, repair, replacement, alteration and expansion of utilities.
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Section 2. Easement for Entry. The Association shall have an easement to enter into any
Parcel for emergency, security, safety and for other purposes reasonably necessary for the proper
maintenance and operation of the Community, which right may be exercised by the Board of
Directors, officers, agents, employees, managers, and all policemen, firemen, ambulance
personnel and similar emergency personnel in the performance of their respective duties. Except
in an emergency situation, entry shall only be during reasonable hours and after notice to the
Owner. This right of entry shall include the right of the Association to enter a Parcel to cure any
condition which may increase the possibility of a fire or other hazard in the event an Owner fails
or refuses to cure the condition upon the request by the Board.
Section 3. Easement for Maintenance. The Association shall have a non-exclusive and
perpetual easement to enter upon, across, above and under each Parcel within the Community,
the Common Areas and the Limited Common Areas at reasonable hours to perform
responsibilities, if any, of maintenance, inspection and repair.
Section 4. Damages. The use of any easement granted under the provisions of this
Article shall not include the right to disturb any building or structure in the Community, and any
damage caused to same shall be repaired at the expense of the party causing such damage.
Section 5. Easement for Collection for Stormwater Runoff and Flood Water. The
Declarant reserves for itself, its successors and assigns, and the Association, the non-exclusive
right and easement, but not the obligation, to enter upon any part of Community to (a) install,
keep, maintain and replace pumps in order to provide water for the irrigation of any of the
Association property and Common Areas; (b) construct, maintain and repair any structure
designed to divert, collect or retain water; and (c) remove trash and other debris. This easement
shall not entitle the holders to construct or install any drainage systems or facilities over, under
or through any existing Parcel, and any damage to a Parcel resulting from the exercise of this
easement shall promptly be repaired by and at the expense of the Person exercising this
easement. The exercise of this easement shall not unreasonably interfere with the use of any
Parcel and, except in an emergency, entry onto any Parcel shall be made only after reasonable
notice to the Owner. Further, every Parcel and the Common Area shall be burdened with
easements for natural drainage or stormwater runoff from other portions of the Community;
provided, no Persons shall alter the natural drainage on any Parcel so as to materially increase
the drainage of stormwater onto adjacent portions of the Community without the consent of the
Owner of the affected property.
Section 6. Easements to Service Additional Property. The Declarant hereby reserves for
itself and its duly authorized agents, representatives, employees, successors, assigns, licensees
and mortgagees, an easement over the Common Area for the purposes of enjoyment, use, access
and development of The Properties. This easement includes, but is not limited to, a right of
ingress and egress over the Common Area for construction of roads and for connecting and
installing utilities on such property.
Section 7. Easements for Cross-Drainage. Every Parcel and the Common Area shall be
burdened with easements for natural drainage of storm water runoff from other portions of the
Community; provided, no Person shall alter the natural drainage on any Parcel so as to materially
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increase the drainage of storm water onto adjacent portions of the Community without the
consent of the Owner of the affected property.
Section 8. Lake Maintenance Easement. The Declarant hereby reserves for the benefit
of itself, its successors and assigns, the Association, upon, across, above and under the
Community, a non-exclusive right and easement to enter upon any part of the Community to
maintain, inspect and repair, any lakes constructed on the Community, if any. This Easement
shall be along the shoreline of each lake and extending back at least twenty (20) feet from the
actual water's edge of such lakes for the purpose of maintaining the lakes. The Association shall
be responsible for maintaining the lakes, the littoral areas and up to the water's edge. The cost of
maintaining the lakes shall be a Common Expense of the Association.
ARTICLE VI
THE ASSOCIATION
Section 1. Functions and Services. The Association shall be the entity responsible for
management, maintenance, operation and control of the Common Areas. The Association shall
be the primary entity responsible for enforcement of this Declaration and such reasonable rules
regulating use of the Community as the Board may adopt. The Association shall also be
responsible for administering and enforcing the architectural standards and controls set forth in
this Declaration and in the Architectural Standards. The Association shall perform its functions
in accordance with this Declaration, the Bylaws, the Articles of Incorporation and Florida law.
Among other things, the Association shall be empowered to do the following, all of the expenses
for which shall be deemed Common Expenses:
(a) Adopt Community-Wide Standards of conduct, maintenance or other
activity.
(b) Adopt and amend bylaws and rules and regulations;
(c) Adopt and amend budgets for revenues, expenditures and reserves;
(d) Collect assessments for Common Expenses;
(e) Maintain in perpetuity all lakes, conservation easements and preserved
areas located within the Community in accordance with all applicable permits pertaining to said
areas.
(f) Hire and discharge employees, agents, independent contractors, managers
and administrators (including the Declarant);
(g) Institute, defend or intervene in litigation or administrative proceedings in
its own name on its behalf or on behalf of two or more Owners, but only as to matters affecting
the Community;
(h) Make contracts and incur liabilities;
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(i) Regulate the use, maintenance, repair, replacement and modification of the
Common Area;
(j) Make additional improvements to the Common Area;
(k) Acquire, hold, encumber and convey in its own name any right, title or
interest in real or personal property;
(1) Grant easements, leases, licenses and concessions through or over the
Common Area, provided it has obtained the express written consent of the Declarant;
(m) Take all actions necessary to enforce the covenants, conditions and
restrictions of this Declaration, the Articles, the Bylaws and the Rules and Regulations;
(n) Impose and receive payments, fees or charges for the use, rental or
operation of the Common Area and for services provided to Owners;
(o) Impose charges for late payment of assessments and, after notice and an
opportunity to be heard, levy reasonable fines for violations of the Declarations, Bylaws and
Rules and Regulations of the Association;
(p) Impose reasonable charges to prepare and record Amendments to the
Declaration and Notices of Lien for unpaid assessments;
(q) Purchase at its option general liability and hazard insurance for
improvements and activities on the Common Area;
(r) Provide for the indemnification of its officers and maintain directors and
officers liability insurance;
(s) Assign its right to future income, including the right to receive annual
assessments;
(t) Exercise any other powers conferred by this Declaration, the Articles of
Incorporation or the Bylaws;
(u) Exercise all powers that may be exercised in the State of Florida by
similar legal entities;
(v) Exercise any other powers necessary and proper for the governance and
operation of the Association, including the delegation of its functions and services to any
governmental or private entity;
(w) To operate, maintain, and if necessary, replace the Surface Water
Management System as permitted by the South Florida Water Management District, including,
but not limited to, all lakes, retention areas, Conservation Areas, water management areas,
ditches, culverts, structures and related appurtenances;
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(x) Install and perpetually maintain any and all permanent markers and signs
required by the South Florida Water Management District, to inform all Owners of the
conservation status of the Conservation Areas required by the South Florida Water Management
District;
(y) Educate the Owners on the contents of the Sapphire Cove (fka. Estilo)
listed species management plans prepared by Passarella and Associates, Inc and enforce the
requirements included in these plans.
(z) To enforce all use restrictions created herein and the conditions contained
in any subsequent conservation easement with respect to the Conservation Areas, including, but
not limited to bringing an action in equity to obtain an injunction against an Owner, enjoining the
Owner from violating any restrictions and conditions pertaining to the Conservation Areas; and
(aa) The Association shall be responsible for satisfying and complying with all
obligations and terms under certain permits, authorizations, and approvals pertaining to the
Community, including but not limited to the following:
(i) Environmental Resource Permit issued by the South Florida Water
Management District; A Notice of Environmental Resource Permit is recorded in the public
records of Collier County.
(ii) Federal Environmental Resource Permit issued by the Corps of
Army Engineers; and
Section 2. Obligation of the Association. The Association shall carry out the functions
and services specified herein first with the proceeds from Base Assessments and then, if
necessary, with the proceeds from Special Assessments, the Board of Directors shall consider the
proceeds of assessments and the needs of Members in exercising its functions and services
outlined in Section 1 of this Article.
Section 3. Association Actions Requiring Approval. Unless the Association receives the
affirmative vote of at least two-thirds (2/3) of the votes entitled to be cast at a duly convened
meeting, the Association shall not be entitled to:
(a) abandon, partition, subdivide, encumber, sell or transfer the Common
Area and/or Limited Common Area or any portion thereof, except that boundaries of the
Common Area may be adjusted pursuant to Article III, Section 1 hereof. Any such transfer or
conveyance of the Common Area and/or Limited Common Area by the Association shall not be
made without adequate provision for the continued maintenance and operation of infrastructure
improvements for which the Association is responsible. The granting of easements for public
utilities or for other public purposes consistent with the intended use of the Common Area and/or
Limited Common Area shall not be deemed a transfer within the meaning of this subsection;
(b) change the method of determining the obligations, assessments, dues or
other charges which may be levied against an Owner;
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(c) change, waive or abandon any scheme of regulation or enforcement of
Community-Wide Standards; nor
(d) use hazard insurance proceeds for losses to any Common Area and/or
Limited Common Area other than for the repair or replacement of the Common Area and/or
Limited Common Area.
Section 4. Recycling Programs. The Board may, at its discretion, establish a recycling
program and recycling center within the Community and in such event, all Owners shall support
such program by recycling, to the extent reasonably practical, all materials which the
Association's recycling program or center is set up to accommodate. The Association may, but
shall have no obligation to purchase recyclable materials in order to encourage participation and
any income received by the Association as a result of such recycling efforts shall be used to
reduce Common Expenses.
Section 5. Public Gardens and Environmental Programs. The Board may, at its
discretion, establish gardens within the Common Area or designate spaces within the Common
Area for the establishment of gardens to promote public awareness of and participation in
conservation, management and enhancement of native vegetation, soils and geology and may
establish programs to promote an understanding of the natural landscape and environment.
Section 6. Lake Maintenance. Declarant and the Association hereby grant to Collier
County all of the Association's rights, but not obligations, to maintain the lakes, the drainage
easements and the lake maintenance easements granted by the Declarant to the Association.
ARTICLE VII
COVENANT FOR MAINTENANCE
Section 1. Association's Responsibility. The Association shall maintain and keep in
good repair the Area(s) of Common Responsibility, which shall include, but need not be limited
to:
(a) all landscaping and other flora, parks, signage, structures, walls, and
improvements, including any private streets, bike and pedestrian pathways/trails, situated upon
the Common Area;
(b) landscaping, sidewalks, street lights and signage within public rights-of-
way within or abutting the Community, and landscaping and other flora within any public utility
easements and conservation easements within the Community (subject to the terms of any
easement agreement relating thereto);
(c) such portions of any additional property included within any Area(s) of
Common Responsibility as may be dictated by this Declaration, any Supplemental Declaration,
or any contract or agreement for maintenance thereof entered into by the Association; and
(d) any property and facilities owned by the Declarant and made available, on
a temporary or permanent basis, for the primary use and enjoyment of the Association and its
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bAll
Members, such property and facilities to be identified by written notice from the Declarant to the
Association and to remain a part of the Area of Common Responsibility and be maintained by
the Association until such time as Declarant revokes such privilege of use and enjoyment by
written notice to the Association.
There are hereby reserved to the Association easements over the Community as necessary
to enable the Association to fulfill such responsibilities. The Association shall maintain the
facilities and equipment within the Area(s) of Common Responsibility in continuous operation,
except for reasonable periods as necessary to perform required maintenance or repairs, unless
Owners representing seventy-five percent (75%) of the Class "A" votes and the Class "B"
Member agree in writing to discontinue such operation.
The Association may assume maintenance responsibility for property within any Parcel,
in addition to that designated by any Supplemental Declaration, either by agreement with the
Owner of the Parcel or because, in the opinion of the Board, the level and quality of service then
being provided is not consistent with the Community-Wide Standard. All costs of maintenance
pursuant to this paragraph shall be assessed only against the Owner(s) of the subject Parcel to
which the services are provided. The provision of services in accordance with this Section shall
not constitute discrimination within a class.
The Association may maintain other property which it does not own, including, without
limitation, publicly owned property, conservation easements held by nonprofit entities, and other
property dedicated to public use, if the Board determines that such maintenance is necessary or
desirable to maintain the Community-Wide Standard.
Except as otherwise specifically provided herein, all costs associated with maintenance,
repair and replacement of the Area of Common Responsibility shall be a Common Expense to be
allocated among all Parcels in the manner of and as a part of the Base Assessment, without
prejudice to the right of the Association to seek reimbursement from the owner(s) of, or other
Persons responsible for, certain portions of the Area of Common Responsibility pursuant to this
Declaration other recorded covenants, or agreements with the owner(s) thereof. All costs
associated with maintenance, repair and replacement of Limited Common Areas shall be
assessed solely against the Parcels to which the Limited Common Areas are assigned,
notwithstanding that the Association may be responsible for performing such maintenance
hereunder.
Section 2. Owner's Responsibility. Each Owner shall maintain his or her Parcel and all
structures, parking areas, landscaping and other improvements in a manner consistent with the
Community-Wide Standard and all applicable covenants, unless such maintenance responsibility
is otherwise assumed by or assigned to the Association pursuant to any Supplemental
Declaration or other declaration of covenants applicable to such Parcel. In addition to any other
enforcement rights, if an Owner fails properly to perform his or her maintenance responsibility,
the Association may perform such maintenance responsibilities and assess all costs incurred by
the Association against the Parcel and the Owner in accordance with Article VIII. The
Association shall afford the Owner reasonable notice and an opportunity to cure the problem
prior to entry, except when entry is required due to an emergency situation.
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Section 3. Standard of Performance. Maintenance, as used in this Article, shall include,
without limitation, repair and replacement as needed, as well as such other duties, which may
include irrigation, as the Board may determine necessary or appropriate to satisfy the
Community-Wide Standard. All maintenance shall be performed in a manner consistent with the
Community-Wide Standard and all applicable covenants.
Notwithstanding anything to the contrary contained herein, the Association and/or an
Owner shall not be liable for property damage or personal injury occurring on, or arising out of
the condition of, property which it does not own unless and only to the extent that it has been
negligent in the performance of its maintenance responsibilities.
ARTICLE VIII
ASSESSMENTS
Section 1. Creation of Assessments. The Association is hereby authorized to levy
assessments against each Parcel for Association expenses as the Board may specifically
authorize from time to time. The assessments levied by the Association shall be used for, among
other things, the purpose of promoting the recreation, health, safety and welfare of the residents
of the Community, and in particular for the improvement and maintenance of the Common Areas
and any easement in favor of the Association, including but not limited to the following
categories of assessments as and when levied and deemed payable by the Board: (a) Base
Assessments to fund Common Expenses for the general benefit of all Parcels; (b) assessments for
expenses benefitting only certain Parcels; (c) Special Assessments as described in Section 4
below; and (d) Specific Assessments as described in Section 5 below. Each Owner, by
acceptance of a deed or instrument of conveyance for the acquisition of title in any manner
(whether or not so expressed in the deed or instrument of conveyance), shall hereafter be deemed
to have covenanted and agreed to pay these assessments.
All assessments, together with interest from the due date of such assessment at a rate
determined by the Board (not to exceed the highest rate allowed by Florida law), late charges,
costs and reasonable attorneys' fees, shall be a charge and continuing lien upon each Parcel
against which the assessment is made until paid, as more particularly provided in Section 7
below. Each such assessment, together with interest, late charges, costs, and reasonable
attorneys' fees, also shall be the personal obligation of the Person(s) who was the Owner of such
Parcel at the time the assessment arose. Upon a transfer of title to a Parcel, the grantee shall be
jointly and severally liable for any assessments and other charges due at the time of conveyance.
However, no first Mortgagee who obtains title to a Parcel by exercising the remedies provided in
its Mortgage shall be liable for unpaid assessments which accrued prior to such acquisition of
title.
Assessments shall be paid in such manner and on such dates as the Board may establish.
If the Board so elects, assessments may be paid in two or more installments. Unless the Board
otherwise provides, the Base Assessment shall be due and payable in advance on the first day of
each fiscal year. If any Owner is delinquent in paying any assessments or other charges levied
on his Parcel, the Board may require any unpaid installments of all outstanding assessments to be
paid in full immediately.
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The Association shall, upon request, furnish to any Owner liable for any type of
assessment, a certificate in writing, signed by an officer of the Association, setting forth whether
such assessment has been paid. Such certificate shall be conclusive evidence of payment. The
Association may require the advance payment of a reasonable processing fee for the issuance of
such certificate.
No Owner may exempt himself from liability for assessments by non-use of Common
Area or any other means. The obligation to pay assessments is a separate and independent
covenant on the part of each Owner. No diminution or abatement of assessments or set-off shall
be claimed or allowed for any alleged failure of the Association or Board to take some action or
perform some function required of it, or for inconvenience or discomfort arising from the making
of repairs or improvements, or from any other action it takes.
The Association is specifically authorized to enter into subsidy contracts or contracts for
"in kind" contribution of services, materials or a combination of services and materials with the
Declarant or other entities for payment of Common Expenses.
Section 2. Computation of Base Assessment. At least 90 days before the beginning of
each fiscal year, the Board shall prepare a budget covering the estimated Common Expenses
during the coming year, including a capital contribution to establish a reserve fund in accordance
with a budget separately prepared as provided in Section 3 hereof.
The Base Assessment shall be levied as determined by the Board and shall be set at a
level which is reasonably expected to produce total income for the Association equal to the total
budgeted Common Expenses, including reserves. In determining the level of assessments, the
Board, in its discretion, may consider other sources of funds available to the Association. In
addition, the Board shall take into account the Parcels subject to assessment under Section 6
below on the first day of the fiscal year for which the budget is prepared and the Parcels
reasonably anticipated to become subject to assessment during the fiscal year.
So long as the Declarant has the right unilaterally to annex additional property pursuant
to Article II, the Declarant may, but shall not be obligated to, reduce the Base Assessment for
any fiscal year by payment of a subsidy (in addition to any amounts paid by Declarant under
Section 1 above), which may be either a contribution, an advance against future assessments due
from the Declarant, or a loan, in the Declarant's sole discretion. Any such subsidy and the nature
thereof shall be conspicuously disclosed as a line item in the Common Expense budget and shall
be made known to the membership. The payment of such subsidy in any year shall, under no
circumstances, obligate the Declarant to continue payment of such subsidy in future years, unless
otherwise provided in a written agreement between the Association and the Declarant. If the
subsidy is treated as a loan, the contribution shall accrue interest, compounded monthly, from the
date it is made until the date of its repayment, at the short term Applicable Federal Rate
("AFR"), as published by the Internal Revenue Service, and adjusted each month to reflect the
AFR for such month.
The Board shall send a copy of the budget and notice of the amount of the Base
Assessment for the following year to each Owner at least sixty (60) days prior to the beginning
of the fiscal year for which it is to be effective. Such budget and assessment shall become
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effective unless disapproved at a meeting by Members representing at least seventy-five percent
(75%) of the total Class "A" votes in the Association and seventy-five percent (75%) of the total
number of voting Members, and by the Class "B" Member, if such exists. There shall be no
obligation to call a meeting for the purpose of considering the budget except on petition of the
voting Members as provided for special meetings in the Bylaws, which petition must be
presented to the Board within ten (10) days after delivery of the notice of assessments.
If the proposed budget is disapproved or the Board fails for any reason to determine the
budget for any year then until such time as a budget is determined, the budget in effect for the
immediately preceding year shall continue for the current year.
Section 3. Reserve Budget and Capital Contribution. The Board shall annually prepare
reserve budgets which take into account the number and nature of replaceable assets, the
expected life of each asset, and the expected repair or replacement cost. The Board shall set the
required capital contribution in an amount sufficient to permit meeting the projected needs of the
Association, as shown on the budget, with respect both to amount and timing by annual Base
Assessments over the budget period.
Section 4. Special Assessments. In addition to other authorized assessments, the
Association may levy Special Assessments from time to time to cover unbudgeted expenses or
expenses in excess of those budgeted. Such Special Assessment may be levied against the entire
membership, if such Special Assessment is for Common Expenses, or against particular Parcels,
if such Special Assessment is for expenses relating to such Parcels only. Special Assessments
shall be payable in such manner and at such times as determined by the Board, and may be
payable in installments extending beyond the fiscal year in which the Special Assessment is
approved.
Section 5. Specific Assessments. The Board shall further have the power to levy
Specific Assessments against a particular Parcel or Parcels constituting less than all of the
Parcels within the Community, as follows:
(a) to cover the costs, including overhead and administrative costs, of
providing benefits, items or services to the Parcel or occupants thereof upon request of the
Owner, pursuant to a menu of special services which the Board may (at its sole discretion) from
time to time authorize to be offered to Owners (which might include, without limitation,
landscape maintenance, handyman service, pool cleaning, pest control, etc.), which assessments
may be levied in advance of the provision of the requested benefit, item or service as a deposit
against charges to be incurred by the Owner; and
(b) to cover costs incurred in bringing the Parcel into compliance with the
terms of this Declaration, any applicable Supplemental Declaration, the Bylaws or rules, or costs
incurred as a consequence of the conduct of the Owner or their licensees, invitees or guests;
provided, the Board shall give the Parcel Owner prior written notice and an opportunity for a
hearing before levying in Specific Assessment under this subsection (b).
The Association may also levy a Specific Assessment against any Parcel to reimburse the
Association for costs incurred in bringing the Parcel into compliance with the provisions of this
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Declaration, any applicable Supplemental Declaration, the Articles, the Bylaws and Rules and
Regulations; provided the Board gives the Owner prior written notice and an opportunity to be
heard before levying any such assessment.
Section 6. Date of Commencement of Assessments; Due Dates. All annual assessments
shall be payable quarterly, in advance. The obligation to pay assessments shall commence as to
each Parcel on the first day of the month following: (a) the month in which the Parcel is made
subject to this Declaration, or (b) the month in which the Board first determines a budget and
levies assessments pursuant to this Article, whichever is later. The first annual Base Assessment
levied on each Parcel shall be adjusted according to the number of months remaining in the fiscal
year at the time assessments commence on the Parcel. At the option of the Board, the payment
of assessments may be changed to a more frequent basis. The due date of any Special
Assessment or Specific Assessment provided for herein shall be set in the resolution authorizing
such assessment.
Section 7. Liens for Assessments. Upon recording of a Notice of Lien, there shall exist a
perfected lien for unpaid assessments on the respective Parcel prior and superior to all other
liens, except all taxes, bonds, assessments and other levies which by law would be superior
thereto; a lien or charge of any first mortgage of record (meaning any recorded mortgage with
first priority over other mortgages) made in good faith and for value, but subject to the
limitations of Section 8 hereof. Such lien, when delinquent, may be enforced by suit,judgment
and foreclosure.
The Association, acting on behalf of the Owners, shall have the power to bid for the
Parcel at foreclosure sale and to acquire and hold, lease, mortgage and convey the same. During
the period in which a Parcel is owned by the Association following foreclosure: no right to vote
shall be exercised on its behalf; no assessment shall be levied on it; and each other Parcel shall
be charged, in addition to its usual assessment, its equitable share of the assessment that would
have been charged against such Parcel had it not been acquired by the Association as a result of
foreclosure. Suit to recover a money judgment for unpaid common expenses, attorneys' fees and
para-professionals' fees shall be maintainable without foreclosing or waiving the lien securing
the same. After notice and hearing, the Board may temporarily suspend the voting rights and
right to use the Common Area and Limited Common Area of a Member while such Member is in
default in payment of any assessment.
Each Owner, by acceptance of a deed or as a party to any other type of conveyance, vests
in the Association or its agents the right and power to bring all actions against him or her
personally for the collection of such charges as a debt and also to foreclose the aforesaid lien in
the same manner as other liens for the improvement of real property. The lien provided for in
this Article shall be in favor of the Association and shall be for the benefit of all other Owners.
All payments shall be applied first to costs, attorneys' fees and para-professionals' fees,
then to interest, then to delinquent assessments, then to any unpaid installments of the annual
assessment, special assessments and individual assessments which are not the subject matter of
suit in the order of their coming due, and then to any unpaid installments of the annual
assessment, special assessments or individual assessments which are the subject matter of suit in
the order of their coming due.
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Section 8. Subordination of the Lien to First Mortgages; Mortgagees' Rights. The lien
for assessments provided for herein shall be subordinate to the lien of any first mortgage placed
upon a Parcel prior to the recording of a notice of lien for the unpaid assessment. However, a
first mortgagee shall become liable for all assessments which become due and payable
subsequent to the sale or transfer of the Parcel pursuant to a decree of foreclosure, or pursuant to
a deed given in lieu of foreclosure, or any other proceeding in lieu of foreclosure. A first
mortgagee, upon written request, shall be entitled to written notification from the Association of
any default of an Owner of any obligation hereunder which is not cured within sixty(60) days.
Section 9. Declarant's Assessments. For any assessment year, notwithstanding
anything herein to the contrary, Declarant shall have the option, in its sole discretion, to either:
(a) pay Assessments on the Parcels owned by it, or
(b) not pay Assessments on any Parcels and in lieu thereof, for such
assessment year, pay the Association's actual operating expenses incurred (either paid or
payable) exclusive of capital improvement costs, reserves, depreciation and amortization. The
amount so determined shall then be reduced by income and revenues earned (either received or
receivable) from all sources (including, without limitation, Assessments, interest, fines, working
capital and similar contributions made by Parcel purchasers, and incidental income) and any
surplus carried forward from the preceding year(s).
In computing the annual amount to be funded by the Declarant as aforesaid, revenues and
expenses shall not be segregated or earmarked by type of Assessment or type of Common Area,
but, instead, shall be taken as a whole.
Also, depreciation and capital asset acquisition shall not be deemed a cost or expense for
purposes of this Section and Declarant shall not be deemed to have in any manner guaranteed or
obligated itself as to the types or levels of any inventory of good or equipment existing at any
time.
For any assessment year, Declarant may from time to time change the option (or
combination thereof) under which Declarant is making payments to the Association by written
notice to such effect to the Association. When all Parcels within the Community are sold and
conveyed to purchasers, neither Declarant nor its affiliates shall have further liability of any kind
to the Association for the payment of Assessments, deficits or contributions. The Declarant's
rights under this Section may be assigned by it in whole or in part and on an exclusive or non-
exclusive basis.
Section 10. Exempt Property. The following property shall be exempt from payment of
Base Assessments, Specific Assessments, and Special Assessments:
(a) all Common Area;
(b) any property dedicated to and accepted by any governmental authority or
public utility; and
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(c) any property held by a conservation trust or similar nonprofit entity as a
conservation easement, except to the extent that any such easement lies within the boundaries of
a Parcel which is subject to assessment (in which case the Parcel shall not be exempted from
assessment).
Section 11. Common Improvements Capitalization Fee. The first purchaser of each
Parcel at the time of closing of the conveyance from the Declarant to the purchaser shall pay the
Declarant a one-time capitalization fee to reimburse Declarant for costs associated with
construction of the common improvements to The Properties. The Declarant may waive this
requirement for some Parcels, at Declarant's sole and absolute discretion, if the first purchaser is
a builder and the builder becomes unconditionally obligated to collect and pay the capitalization
fee upon the subsequent sale of portions of the subject Parcel to end purchasers. No
representation or warranty is made by Declarant that, upon the expiration of the Class B Control
Period, any funds will be turned over to the Association from the capitalization fees paid to the
Declarant.
ARTICLE IX
ARCHITECTURAL STANDARDS
The Board of Directors shall have the authority and standing on the behalf of the
Association, to enforce in courts of competent jurisdiction decisions of the Architectural Review
Committee (the "Committee"), established by this Article. This Article may not be amended
without the Declarant's written consent so long as the Declarant owns any lands subject to this
Declaration.
Section 1. The Architectural Review Committee. The Board of Directors shall appoint
the Committee which shall consist of at least three (3), but no more than five (5) Persons;
however, the Declarant retains the right to appoint all members of the Committee until one
hundred percent (100%) of the Parcels have been conveyed to purchasers in the normal course of
development and sale. The Committee shall have exclusive jurisdiction over all exterior
painting, original construction, modifications, additions or alterations made on or to existing
improvements within the Community pursuant to the Architectural Standards. Moreover, the
Committee shall have the right to revise, amend and update the Architectural Standards by a
majority vote of the Committee, in order to respond to future changes. Upon revising, amending
or updating the Architectural Standards, the Committee shall provide notice of the changes to the
Board of Directors and the Association, and the Committee will make the corresponding changes
in the Architectural Standards.
Section 2. Architectural Standard. On behalf of the Board, the Committee shall prepare
and promulgate design and development guidelines and review procedures entitled Architectural
Standards, which shall include the payment by each Parcel Owner of a review fee to be
established by the Committee. All proposed construction, modifications, additions and
improvements by Owners, builders and developers who seek to engage in development of or
construction upon all or any portion of the Community shall be in strict compliance with the
Architectural Standards and this Article. Moreover, no painting of the exterior of any
improvement by an Owner, no construction, which term shall include within its definition
staking, clearing, excavation, grading and other site work, and no fencing, screening, plantings or
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removal of plants, trees or shrubs shall take place except in strict compliance with the
Architectural Standards and this Article, and with the approval of the Committee.
Section 3. Variance. Pursuant to the Architectural Standards, the Committee upon a
majority vote of the Committee has the right to grant variances from the Architectural Standards
to individual owners, builders or developers of all or any portion of the Community.
Section 4. Building and Impervious Lot Coverages. The Committee shall include in the
Architectural Standards a requirement that any proposed construction, modification, addition
and/or improvement by an Owner, builder and/or developer must comply with the following
maximum building and impervious lot coverage. Such restrictions shall vary depending on the
intended use of the Parcel.
Parcel Use Maximum Building Coverage Maximum Impervious
Coverage (Inclusive of
Building)
Residential 65% 80%
Non-Residential 60% 90%
ARTICLE X
INSURANCE AND CASUALTY LOSSES
Section 1. Association Insurance. The Association, acting through its Board or its duly
authorized agent, shall obtain blanket "all-risk" property insurance, if reasonably available, for
all insurable improvements on the Common Area and on other portions of the Area of Common
Responsibility to the extent that it has assumed responsibility for maintenance, repair and/or
replacement in the event of a loss. The Association shall have the authority to and interest in
insuring any privately or publicly owned property for which the Association has maintenance or
repair responsibility. Such property shall include, by way of illustration and not limitation, any
insurable improvements on or related to parks, rights-of-way, medians, easements and walkways
which the Association is obligated to maintain. If blanket "all-risk" coverage is not generally
available at reasonable cost, then the Association shall obtain fire and extended coverage,
including coverage for vandalism and malicious mischief. The face amount of the policy shall
be sufficient to cover the full replacement cost of the insured property. The cost of such
insurance shall be a Common Expense to be allocated among all Parcels subject to assessment as
part of the annual Base Assessment.
The Association also shall obtain a public liability policy on the Area of Common
Responsibility, insuring the Association and its Members for damage or injury caused by the
negligence of the Association or any of its Members, employees, agents or contractors while
acting on its behalf. If generally available at reasonable cost, the public liability policy shall
have at least a $1,000,000.00 combined single limit as respects bodily injury and property
damage, and at least a$3,000,000.00 limit per occurrence and in the aggregate.
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Premiums for all insurance on the Area of Common Responsibility shall be Common
Expenses and shall be included in the Base Assessment. However, premiums for insurance on
Limited Common Areas shall be assessed to the applicable benefitted Owners only as the Board
determines.
The policies may contain a reasonable deductible which shall not be subtracted from the
face amount of the policy in determining whether the insurance at least equals the required
coverage. In the event of an insured loss, the deductible shall be treated as a Common Expense
in the same manner as the premiums for the applicable insurance coverage. However, if the
Board reasonably determines, after notice and an opportunity to be heard in accordance with the
Bylaws, that the loss is the result of the negligence or willful conduct of one or more Owners or
occupants, then the Board may specifically assess the full amount of such deductible against the
Parcel of such Owner or occupant, pursuant to Article VIII, Section 5 of this Declaration.
All insurance coverage obtained by the Association shall:
(a) be written with a company authorized to do business in Florida which
holds a Best's rating of A or better and is assigned a financial size category of IX or larger as
established by A.M. Best Company, Inc., if reasonably available or, if not available, the most
nearly equivalent rating which is available;
(b) be written in the name of the Association as trustee for the benefited
parties, policies on the Common Area shall be for the benefit of the Association and its
Members;
(c) vest in the Board exclusive authority to adjust losses; provided, however,
no Mortgagee having an interest in such losses may be prohibited from participating in the
settlement negotiations, if any, related to the loss;
(d) not be brought into contribution with insurance purchased by individual
Owners, occupants or their Mortgagees; and
(e) have an inflation guard endorsement, if reasonably available. If the policy
contains a co-insurance clause, it shall also have an agreed amount endorsement. The
Association shall arrange for an annual review of the sufficiency of insurance coverage by one or
more qualified persons, at least one of whom must be in the real estate industry and familiar with
construction in the Collier County, Florida, area.
The Board shall use reasonable efforts to secure insurance policies containing
endorsements that:
(a) waive subrogation as to any claims against the Association's Board,
officers, employees and its manager, the Owners and their tenants, servants, agents and guests;
(b) waive the insurer's rights to repair and reconstruct instead of paying cash;
(c) preclude cancellation, invalidation, suspension or non-renewal by the
insurer on account of anyone or more individual Owners, or on account of any curable defect or
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violation without prior written demand to the Association to cure the defect or violation and
allowance of a reasonable time to cure;
(d) exclude individual Owners' policies from consideration under any "other
insurance" clause; and
(e) require at least thirty (30) days' prior written notice to the Association of
any cancellation, substantial modification or non-renewal.
The Association shall also obtain, as a Common Expense, worker's compensation
insurance and employer's liability insurance, if and to the extent required by law, directors' and
officers' liability coverage, if reasonably available, and flood insurance, if advisable.
The Association also shall obtain, as a Common Expense, a fidelity bond or bonds, if
generally available at reasonable cost, covering all persons responsible for handling Association
funds. The Board shall determine the amount of fidelity coverage in its best business judgment
but, if reasonably available, shall secure coverage equal to not less than one-sixth (1/6) of the
annual Base Assessments on all Parcels plus reserves on hand. Bonds shall contain a waiver of
all defenses, based upon the exclusion of persons serving without compensation, and shall
require at least thirty (30) days' prior written notice to the Association of any cancellation,
substantial modification or non-renewal.
Section 2. Owners Insurance. By virtue of taking title to a Parcel, each Owner covenants
and agrees with all other Owners and with the Association to carry blanket "all-risk" property
insurance on its Parcel(s) and all structures thereon, providing full replacement cost coverage
less a reasonable deductible, unless the Association carries such insurance (which it is not
obligated to do hereunder).
Each Owner further covenants and agrees that in the event of damage to or destruction of
structures on or comprising his Parcel, he shall proceed promptly to repair or to reconstruct in a
manner consistent with the original construction or such other plans and specifications as are
approved in accordance with Article IX of this Declaration. Alternatively, the Owner shall clear
the Parcel of all debris and ruins and maintain the Parcel in a neat and attractive, landscaped
condition consistent with the Community-Wide Standard. The Owner shall pay any costs which
are not covered by insurance proceeds.
Section 3. Damage and Destruction.
(a) Immediately after damage or destruction to all or any part of the
Community covered by insurance written in the name of the Association, the Board or its duly
authorized agent shall file and adjust all insurance claims and obtain reliable and detailed
estimates of the cost of repair or reconstruction. Repair or reconstruction, as used in this Section,
means repairing or restoring the property to substantially the condition in which it existed prior
to the damage, allowing for changes or improvements necessitated by changes in applicable
building codes.
(b) Any damage to or destruction of the Common Area shall be repaired or
reconstructed unless the voting Members representing at least seventy-five percent (75%) of the
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total Class "A" votes in the Association, and the Class "B" Member, if any, decide within sixty
(60) days after the loss not to repair or reconstruct.
If either the insurance proceeds or reliable and detailed estimates of the cost of repair or
reconstruction, or both, are not available to the Association within such sixty (60) day period,
then the period shall be extended until such funds or information are available. However, such
extension shall not exceed sixty (60) additional days. No Mortgagee shall have the right to
participate in the determination of whether the damage or destruction to the Common Area shall
be repaired or reconstructed.
(c) If determined in the manner described above that the damage or
destruction to the Common Area shall not be repaired or reconstructed and no alternative
improvements are authorized, the affected property shall be cleared of all debris and ruins and
maintained by the Association in a neat and attractive, landscaped condition consistent with the
Community-Wide Standard.
Section 4. Disbursement of Proceeds. Any insurance proceeds remaining after paying
the costs of repair or reconstruction, or after such settlement as is necessary and appropriate,
shall be retained by and for the benefit of the Association and placed in a capital improvements
account. This is a covenant for the benefit of Mortgagees and may be enforced by the Mortgagee
of any affected Parcel.
Section 5. Repair and Reconstruction. If insurance proceeds are insufficient to cover the
costs of repair or reconstruction, the Board of Directors shall, without a vote of the voting
Members, levy Special Assessments against those Parcel Owners responsible for the premiums
for the applicable insurance coverage under Article VIII, Section 4 above.
ARTICLE XI
CONDEMNATION
Section 1. General. If any part of the Common Area shall be taken (or conveyed in lieu
of and under threat of condemnation by the Board acting on the written direction of voting
Members representing at least sixty-seven percent (67%) of the total Class "A" votes in the
Association and of the Declarant, as long as the Declarant owns any property described on
Exhibit "A") by any authority having the power of condemnation or eminent domain, each
Owner shall be entitled to written notice. The award made for such taking shall be payable to the
Association as trustee for all Owners to be disbursed as follows:
If the taking involves a portion of the Common Area on which improvements have been
constructed, the Association shall restore or replace such improvements on the remaining land
included in the Common Area to the extent available, unless within sixty (60) days after such
taking the Declarant, so long as the Declarant owns any property described in Exhibit "A" of this
Declaration, and voting Members representing at least seventy-five percent (75%) of the total
Class "A" votes in the Association, shall otherwise agree. Any such construction shall be in
accordance with plans approved by the Board. The provisions of Article X, Sections 3 and 4 of
this Declaration regarding funds for the repair of damage or destruction shall apply.
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If the taking does not involve any improvements on the Common Area, or if a decision is
made not to repair or restore, or if net funds remain after any such restoration or replacement is
complete, then such award or net funds shall be disbursed to the Association and used for such
purposes as the Board shall determine.
ARTICLE XII
USE RESTRICTIONS
Section 1. Nuisances. No activity shall be permitted to exist or operate upon any Parcel
which constitutes a nuisance or is detrimental to the Community or to any other Parcel within the
Community.
Section 2. Unlawful Use. The Association and the Owners shall comply with all
applicable laws, zoning ordinances, orders, rules, regulations or requirements of any
governmental agency relating to the Community.
Section 3. Insurance. No Owner shall permit anything to be done or kept on his Parcel
or the Common Area and/or Limited Common Area which increases the rate of insurance, or
results in the cancellation of insurance, on the Common Area and/or Limited Common Area.
Section 4. Pets. All animals shall be leashed (if outdoors) and shall not be permitted to
roam free. The Association may restrict the walking of pets to certain areas. Owners who walk
their pets on Common Areas must clean up after their pets. Commercial activity involving pets,
including, without limitation, boarding, breeding, grooming or training are not allowed. The
ability to keep a pet is a privilege, not a right. If, in the opinion of the Board, any pet becomes a
source of unreasonable annoyance to others, or the owner of the pet fails or refuses to comply
with these restrictions, the owner, upon written notice, may be required to remove the pet from
the Community. Pets may not be left unattended or leashed in yards or garages or on porches or
lanais.
Section 5. Signs. No sign, advertisement or notice of any type or nature whatsoever may
be erected or displayed upon any Parcel, Common Area and/or Limited Common Area unless
expressed prior written approval of the size, shape, content and location has been obtained from
the Board of Directors, which approval may be withheld in its sole discretion. Notwithstanding
the foregoing, the Declarant shall be permitted to post and display advertising signs on the
Property and the Board of Directors may erect reasonable and appropriate signs on any portion
of the Common Area and/or Limited Common Area.
Section 6. Exterior Lighting. Except as may be installed initially by Declarant, no
spotlights, seasonal and special effect lighting, floodlights or similar high intensity lighting shall
be placed or utilized upon any Parcel which in any way will allow light to be reflected on any
other Parcel or the improvements thereon or upon the Common Area, Limited Common Area or
any part thereof without the prior written approval of the Committee and in accordance with the
Architectural Standards. Low intensity lighting which does not disturb the Owners or other
occupants shall be permitted.
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Section 7. Traffic Hazards. Nothing shall be erected, constructed, planted or otherwise
placed in the Community subsequent to the initial construction of improvements in the
Community by Declarant which creates a traffic hazard or blocks the vision of motorists upon
any of the streets, roads or intersections of the Community.
Section 8. Service Yards. All garbage receptacles, gas meters, air conditioning, heating,
pool equipment, materials and supplies, and other equipment placed or stored outside must be
concealed from view from roads and adjacent Community in accordance with the Architectural
Standards. No Parcel Owner may erect any structure or improvement that will deny or impede
the Association's access to the Owner's Parcel.
Section 9. Antennas, Other Devices. Except as permitted by law, no exterior radio or
television antenna, satellite dish or other receiver transmitting device or any similar exterior
structure or apparatus may be erected or maintained unless approved by the Committee, pursuant
to the Architectural Standards; provided, however, an Owner may maintain a satellite dish
provided the satellite dish complies with location guidelines adopted by the Committee.
Section 10. Temporary Structures. No temporary structure, such as a trailer, tent, shack,
barn, shed or other outbuilding shall be permitted at any time, other than:
(a) Temporary structures during the period of actual construction; and
(b) Tents or other temporary structures for use during social functions.
Section 11. Water Supply and Sewerage. No septic tanks shall be permitted (except for
the initial temporary sales and construction trailers) within the Community. No wells shall be
installed, unless permitted by the Committee pursuant to the Architectural Standards and
provided the Parcel Owner obtains all governmental approvals.
Section 12. Soliciting. No soliciting will be allowed at any time within the Community.
Section 13. Trees and Plantings. Pursuant to the Architectural Standards, no trees or
other plantings shall be cut or removed or added without approval of the Committee, nor shall
any Owner alter the landscaping without approval of the Committee.
Section 14. Fences and Walls; Clotheslines. No fences, screens, invisible pet fences or
walls shall be erected unless in accordance with the Architectural Standards. Furthermore, no
Owners shall erect or maintain any clotheslines upon any properties within the Community.
Section 15. Motor Vehicles, Trailers, Etc. Recreational vehicles, including but not
limited to boats, watercrafts, motorcycles, boat trailers, golf carts, mobile homes, trailers (either
with or without wheels), motor homes, vans over fourteen (14) feet in length, tractors, trucks in
excess of three-fourths (3/4) ton, all-terrain vehicles, commercial vehicles of any type, campers,
motorized campers, motorized go-carts, motorized skateboards, scooters or any other related
transportation device may only be stored outside or on any Parcel a maximum of 8 hours but not
over-night, unless fully garaged. Moreover, no recreational vehicle shall be parked on any
portion of the Common Area or Limited Common Area unless such areas are specifically
designated for recreational parking. The Association may make reasonable rules regarding the
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use of motorized skateboards, mopeds, scooters and motorcycles in the Community. No Owner
or other occupant of the Community shall repair or restore any vehicle of any kind upon or
within the Community, except for emergency repairs and then only to the extent necessary to
enable the movement thereof to a proper repair facility. Vehicles shall be parked only on
designated paved surfaces and shall not block sidewalks or bike paths and to the extent a
residential property contains a garage, the Owner thereof must park their motorcycles, motorized
skateboards, scooters and car(s) in the garage when not in use. Parking by Owners within street
rights-of-way is prohibited and the Association is authorized to tow vehicles parked in violation
hereof. Overnight parking in street rights-of-way shall be prohibited.
Section 15 shall not apply to Parcels designated for the development of a
luxury recreational vehicle (RV) park by the Declarant at any time and in his sole discretion.
Section 16. Recreation Equipment. All basketball courts, backboards, volleyball nets,
swing sets, sandboxes and other outdoor recreational equipment shall be installed, maintained or
used only in accordance with the Architectural Standards, and approved by the Committee. No
portable basketball hoop may be left outside overnight.
Section 17. Lawns and Landscaping. All landscaping to be performed by an Owner with
respect to the Owner's property must be approved by the Architectural Review Committee.
Further, no gravel, blacktop or paved parking strips shall be installed or maintained by any
Owner adjacent to and along the street. No trash, debris or refuse pile shall be placed or remain
on any Parcel.
Section 18. Subdivision. No Parcel shall be further subdivided except upon express
written consent of the Board of Directors of the Association, and in accordance with applicable
subdivision regulations.
Section 19. Conservation Areas. No person may alter the Conservation Areas, including
but not limited to all wetlands, upland compensation areas and upland buffers, from their natural
and/or permitted condition; provided, however, the Association and Declarant may remove all
exotic or nuisance vegetation as permitted under the South Florida Water Management District
permit pertaining to the Community, or restore any Conservation Area as set forth in any
restoration plan contained in a conservation easement created for the Conservation Areas. Exotic
vegetation may include, but is not limited to, mealeuca, Brazilian pepper, Australian pine,
Japanese climbing fern or any other species currently listed by the Florida Exotic Pest Plant
Council. Nuisance vegetation may include cattails, primrose willow and grapevine.
Section 20. Boating. No one shall operate or use any boats on any of the lakes located in
the Community.
Section 21. Fishing. Owners may not fish along the lake shorelines or banks located
within the Community.
Section 22. Garage / Storage . All garage and storage doors must be closed when not in
use.
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Section 23. Declarant Exemption. The provisions of this Article are intended to restrict
certain uses that may be harmful or affect the ambience or aesthetic appeal of the Community.
The restrictions are not intended to prohibit Declarant from performing such work as may be
necessary in the completion of any work in the Community. The restrictions of this Article shall
therefore not be binding upon Declarant in the performance of any of the work required in
connection with the Community.
Section 24. Right to Repurchase. The covenants contained in this Section shall apply
only to the initial Parcel Owner, and shall not apply to any subsequent Owners of the Parcel or
any portion thereof. By accepting the deed to a Parcel from Declarant, Owner acknowledges and
agrees that in the event that Owner attempts to sell a Parcel within one (1) year from the date of
closing for the Parcel, Declarant shall have the option, in its sole discretion, for ninety (90) days
after receiving written notice of the Parcel Owner's intent to sell, to elect to repurchase the
Parcel from the Owner for the original price paid by the Owner to Declarant for the Parcel,
without charge for any subsequent improvements made. If Declarant elects to repurchase the
Parcel, Owner shall transfer title of the Parcel by Statutory Warranty Deed free and clear of any
and all mortgages and other liens and assessments against the Parcel. Owner shall be responsible
for all documentary stamp taxes. The sale shall be closed within forty-five (45) days after the
delivery of Declarant's written notice of its intention to repurchase to said Owner. If Declarant
fails to give written notice exercising its right to repurchase within the ninety (90) day period,
•said right of repurchase shall be deemed waived. Owner shall obtain Declarant's waiver of this
right in writing prior to any such sale of the Parcel.
ARTICLE XIII
DECLARANT'S RIGHTS
Section 1. Declarant's Rights. The Declarant and its successors or assigns may
undertake the work of constructing certain improvements on the Common Areas or certain
Parcels. The completion of that work and the sale, development and other disposal of Parcels is
essential to the establishment and welfare of the Community as a community. As used in this
Section and its subsections, the words "its successors or assigns" specifically do not include
purchasers of completed residential or commercial improvements within the Community. In
order that said work may be completed and the Community established as a fully occupied
Community as rapidly as possible, no Owner or the Association shall do anything to interfere
with the Declarant's activities. Without limiting the generality of the foregoing, nothing in this
Declaration or the Articles or Bylaws shall be understood or construed to:
(a) Prevent the Declarant, its successors or assigns, or its or their contractors
or subcontractors, from doing on any property owned by them or on any Common Areas
whatever they determine to be necessary or advisable in connection with the completion of said
work, including without limitation, the alteration of its construction plans and designs as the
Declarant deems advisable in the course of development (all models or sketches showing plans
for future development of the Community may be modified by the Declarant at any time and
from time to time, without notice); or
(b) Prevent the Declarant, its successors or assigns, or its or their contractors,
subcontractors or representatives, from erecting, constructing and maintaining on any property
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owned or controlled by the Declarant or on any Common Areas, 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 work and establishing the Community as a
Community and disposing of the same by sale, lease or otherwise; or
(c) Prevent the Declarant, its successors or assigns, or its or their contractors
or subcontractors or representatives, from conducting on any property owned or controlled by the
Declarant or its successors or assigns, its or their business of developing, subdividing, grading
and constructing improvements within the Community and of disposing of Parcels therein by
sale, lease or otherwise; or
(d) Prevent the Declarant, its successors or assigns, from determining in its
sole discretion the nature of any type of improvements to be constructed as part of the
Community.
The Declarant expressly reserves the right to grant easements and rights-of-way over,
under and through the Common Areas so long as the Declarant owns any property in the
Community; provided, no such easement shall structurally weaken or otherwise interfere with
the use of the Common Area by Owners. Notwithstanding any provisions contained in this
Declaration to the contrary, so long as sales of Parcels shall continue, it shall be expressly
permissible for Declarant to maintain and carry on upon portions of the Common Area and
property owned by Declarant such facilities and activities as, in the sole opinion of Declarant,
may be reasonably required, convenient, or incidental to the sale of Parcels, including, but not
limited to, business offices, signs, model properties, and sales offices and the Declarant shall
have an easement for access to such facilities. The right to maintain and carry on such facilities
and activities shall include specifically the right to use any property owned by the Declarant as
models and sales offices, respectively and to utilize such facilities exclusively from time to time.
Any or all of the special rights and obligations of the Declarant may be transferred to other
parties, provided that the transfer shall not reduce an obligation nor enlarge a right beyond that
contained herein, and provided further, no such transfer shall be effective unless it is in a written
instrument signed by the Declarant and duly recorded in the Public Records of Collier County,
Florida. Nothing in this Declaration shall be construed to require Declarant or any successor to
develop any property in any manner whatsoever.
Each Owner on his, her or its own behalf and on behalf of such Owner's heirs, personal
representatives, successors, mortgagees, lienors and assigns acknowledges and agrees that the
completion of the development of the Community may occur over an extended period of time
and that incident to such development and the construction associated therewith the quiet use and
enjoyment of the Community and each Parcel therein may be temporarily interfered with by the
development and construction work occurring on those Parcels owned by the Declarant or its
successors and assigns and each Owner, on such Owner's own behalf and on behalf of such
Owner's heirs, assigns, personal representatives, successors, mortgagees, lienors and assigns
does hereby waive all claims for interference with such quiet enjoyment and use as a result of the
development and construction of the balance of the Community. Each Owner, on such Owner's
own behalf and on behalf of such Owner's heirs, personal representatives, successors,
mortgagees, lienors and assigns agrees that the development, construction and completion of the
balance of the Community may interfere with such Owner's original and existing views, light
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and air and diminish the same and each such Owner on such Owner's behalf and on behalf of
such Owner's heirs, assigns, personal representatives, successors, mortgagees, lienors and
assigns does hereby release the Declarant and its successors in interest and others involved from
all claims that they may have in connection therewith.
Section 2. Common Areas.
(a) So long as the Declarant owns any land in the Community for
development or for sale in the ordinary course of business:
(i) Declarant may in its sole discretion, set aside, convey, lease, grant
an easement, license or other use right to real property to the Association within or without the
Community for such purposes as may be expressed in the instrument of conveyance, lease or
'grant of easement, license or other use right. The Association must accept from Declarant any
such conveyance, designation, dedication, lease, grant of easement or license, or grant of other
use right. No such real property shall be considered to be Common Areas until actually so
conveyed, designated, dedicated by platting, leased or a grant of easement, license or other use
right is created by a written instrument. The written instrument shall also provide when the
area(s) of land are designated, dedicated, conveyed, leased, licensed or a use right is granted to
the Association.
(ii) The Association shall not accept from any Person other than
Declarant a conveyance, dedication, lease, grant of license or grant of use right except upon the
prior written consent of the Declarant or the Board of Directors after the Declarant is no longer
selling any land in the ordinary course of business or developing said land.
(iii) Declarant shall have the right and the power to regulate and control
the external design and appearance of the Common Areas in such a manner as Declarant deems
appropriate as to promote a quality environment which will preserve the value of the Community
and all Parcels within it and to foster the attractiveness and functional utility of the Community.
(iv) Any type use of the Common Areas shall be subject to the prior
written approval of Declarant or the Board of Directors after the Declarant is no longer selling
any land in the ordinary course of business or developing said land.
(v) Declarant shall have the right in its sole discretion to grant
easements, licenses or use rights for the Common Areas to Persons that are not Members. The
Board of Directors shall have the right to grant easements, licenses and use rights for the
Common Areas to Persons that are not Members after the Declarant is no longer selling Parcels
in the ordinary course of business or developing said Parcels.
(b) Prior to any conveyance, designation, dedication, lease or grant of
easement, license or other use right by Declarant to the Association of any property, Declarant
shall have the right to charge reasonable fees for the use of such property; thereafter, the right to
use such property may be subject to reasonable rents, fees and other charges in favor of the
Association; in any event, rents, fees and other charges required to be paid to Declarant under the
leases, grants, license or contracts creating the use right shall continue to be paid.
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(c) Any real property conveyed, leased or the use of which has been granted
by Declarant or any third party to the Association as Common Areas is not and shall not be
deemed dedicated for use by the general public but is, and shall be, deemed restricted for the
common use and enjoyment of Members, their guests and tenants unless otherwise provided by
the Declarant.
(d) No nuisance or obnoxious or offensive activity shall be conducted or
permitted on any Common Areas. So long as Declarant owns any land located in the
Community for development or for sale in the ordinary course of business, the Declarant shall
have the right and the power in the exercise of its reasonable discretion to determine what
activities or uses constitute nuisances or obnoxious or offensive activity and thereafter the Board
of Directors of the Association shall make such determination. Nothing shall be done within the
Common Areas which may be or become a nuisance to residents, occupants or Members.
(e) Neither the execution and recordation of this Declaration, nor the creation
of the Association or other entity, nor the recordation of any other instrument subjecting any land
in the Community to protective covenants and restrictions shall obligate or require Declarant or
any other Person to grant any right, power, duty or privilege of any nature or kind to the
Association or other entity; or obligate or require Declarant to perform any act permitted under
this Declaration or to enforce any covenants, condition, restriction or other provision thereof.
(f) The Declarant and its affiliates shall have the right from time to time to
enter upon the Common Areas and other portions of the Community for the purpose of the
installation, construction, reconstruction, repair, replacement, operation, expansion and/or
alteration of any improvements or facilities on the Common Areas or elsewhere in the
Community as the Declarant and its affiliates, employees and agents, as appropriate, elect to
effect. Further, the Declarant and its affiliates, guests and invitees shall have right to use the
Common Areas for sales, customer parking, displays and signs during the period of construction,
development and/or sale of any of the land owned by the Declarant and its affiliates within the
Community, including the operation of one or more sales offices. All of the foregoing shall
apply notwithstanding the fact that the Association holds title to the applicable Common Areas
as of any relevant time.
Section 3. Enforcement and Inaction.
(a) So long as the Declarant owns any land in the Community for
development or for sale in the ordinary course of business, Declarant shall have the right and
power, but not the obligation, to enforce the covenants, conditions, restrictions and other
provisions imposed by this Declaration by any proceeding at law or in equity against any Person
violating or attempting to violate such provision, to restrain any violation or attempted violation
of such provisions, to require performance of such provisions, to recover damages for violations ■
of such provisions, to levy against the land to enforce any lien created by this Declaration, and to
delegate or assign either exclusively or non-exclusively any or all of its rights, powers, duties or
privileges hereunder to the Association, or to an Owner, or to any other Person. In the event
Declarant expends any sum of money to enforce the covenants, conditions, restrictions and other
provisions imposed by this Declaration, the Association shall immediately reimburse the
Declarant for such expenditure. Failure by Declarant, or by the Association or any other Owner
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or any other Person to enforce any of such provisions shall in no event be deemed a waiver of
their right to do so thereafter. After Declarant no longer owns any land in the Community for
development or sale in the ordinary course of business, the Association shall have the right and
power to enforce the covenants, conditions, restrictions and other provisions imposed by this
Declaration.
(b) The costs, reasonable attorneys' fees and para-professionals' fees,
including those resulting from any appellate proceedings, incurred by Declarant or the
Association in any action against an Owner to enforce any provisions of this Declaration shall be
a personal obligation of such Owner which shall be paid by such Owner and any amount which
remains due and unpaid shall be a continuing lien upon the Owner's Parcel collectible in the
manner provided in Article VIII of this Declaration.
(c) Notwithstanding anything to the contrary in this Declaration, the terms
and provisions of this Article shall not be amended, modified or terminated without the prior
written consent of the Declarant so long as Declarant owns any land in the Community.
ARTICLE XIV
ENFORCEMENT OF COVENANTS AND ABATEMENT OF VIOLATIONS
Section 1. Compliance by Owners. Every Owner, Owner's family, guests, invitees,
tenants and employees shall at all times comply with the Bylaws, Rules and Regulations,
Community-Wide Standards, Architectural Standards, Use Restrictions, and with the covenants,
conditions and restrictions set forth herein and in any deed to his property (as hereinafter referred
to in this Article, the "Rules"). All violations shall be reported immediately to a member of the
Board. Disagreements concerning violations, including interpretation of the Rules, shall be
presented to and determined by the Board of Directors, whose interpretation and whose remedial
action shall control. In the event that an Owner fails to abide by the Rules, then he or she may be
subject to any action, right of entry, fine, or other remedy contained in this Declaration. Each
• remedy shall be non-exclusive and in addition to all other rights and remedies to which the
Declarant or the Association may be entitled. Failure by the Association to enforce any Rules or
exercise any right or remedy contained herein shall not be deemed a waiver of the right to do so
thereafter.
Section 2. Actions. The Board of Directors may bring an action at law and/or in equity
(including an action for injunctive relief), or both, in the name of the Association to enforce the
Rules. In such an event, the Association additionally shall be entitled to recover costs and
reasonable attorneys' fees and para-professionals' fees.
Section 3. Right of Entry. Violation of the Rules shall give the Association or its duly
authorized agent the right to enter a Parcel or any portion of the Common Area to summarily
abate or remove, at the expense of the Owner, any structure, thing or condition which violates
the Rules. The Association shall not be liable in any manner for trespass, abatement or removal,
and all costs and fees incurred by the Association may be specifically assessed against the
violating Owner and shall be treated as a Specific Assessment otherwise due the Association.
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Section 4. Fines. The Board, in its sole discretion, may impose a fine or fines upon an
Owner for failure to comply with the Rules, provided the following procedures are adhered to:
(a) Notice: The Association shall notify the Owner in writing of the non-
compliance. Included in the notice shall be the date and time of the next Board meeting at which
the non-compliance will be heard and considered. The notice of the non-compliance to the
Owner shall provide, at a minimum, at least fourteen (14) days' notice prior to the Board
meeting.
(b) Hearing: The noncompliance shall be presented at a Board meeting before
a committee of at least three (3) members appointed by the Board, who are not officers, directors
or employees of the Association, or the spouse, parent, child, brother or sister of an officer,
director or employee of the Association, where the Owners may protest any allegation of non-
compliance and any imposition of fines. A written decision of the committee shall be submitted
to the Owner not later than twenty-one (21) days after the Board meeting. The committee must
approve,by a majority vote, the proposed fine or suspension,prior to it being imposed.
(c) Fines: The Board of Directors may impose fines against any Owner,
tenant, guest or invitee.
(d) Payment of Fines: Fines shall be paid not later than thirty (30) days after
notice of the imposition.
(e) Assessments: Fines shall be treated as a Specific Assessment otherwise
due to the Association, except that such fines shall not become a lien against an Owner's Parcel.
(f) Application: All monies received from fines shall be allocated as directed
by the Board of Directors.
(g) Non-Exclusive Remedy: Any fine paid by the offending Owner shall be
deducted from or offset against any damages that the Association may otherwise be entitled to
recover by law from such Owner.
Section 5. Suspension of Use. The Board of Directors may suspend any Owner, tenant,
guest or invitee's right to use any Common Area.
ARTICLE XV
ASSIGNMENT
Any or all of the rights, powers, obligations, easements and estates reserved or given to
the Declarant or the Association may be assigned by the Declarant or by the Association, as the •
case may be, to the Association, or the other assignee. Any assignment shall be made by
appropriate instrument in writing, and any assignee shall expressly agree to assume the rights,
powers, duties and obligations contained herein, and the assignor shall be relieved and released
of all responsibility hereunder.
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ARTICLE XVI
CONSERVATION AREAS
Portions of the Community shall contain Conservation Areas, as required by the South
Florida Water Management District, and as more particularly identified on the Plat or pursuant to
any conservation easements created pursuant to Section 704.06, Florida Statutes. In addition,
Declarant has used lands described in Exhibit F as offsite mitigation to permit impacts associated
with the development of the Community. Such lands shall also be part of the Conservation Areas
of the Community. All Owners are notified that all or certain portions of their Parcels may
contain or lie adjacent to Conservation Areas and each Owner shall comply with all use
restrictions created herein or pursuant to any conservation easements created for the
Conservation Areas. The Association is charged with the duty of perpetually maintaining all
Conservation Areas in accordance with the requirements contained in the South Florida Water
Management District permit pertaining to the Community and any subsequent conservation
easements created. It shall be the Association's responsibility to successfully complete all South
Florida Water Management District permit conditions associated with wetland mitigation,
maintenance and monitoring. The Association shall take all appropriate action against Owners as
necessary to enforce the conditions of any such conservation easements and/or the South Florida
Water Management District permit governing the Community. All expenses incurred in
maintaining the Conservation Areas shall be deemed Common Expenses and all Owners shall be
responsible for paying same. The Association is further charged with the duty to perpetually
maintain all markers and signage required by the South Florida Water Management District
permit governing the Community and the Association shall have a perpetual right and easement
over the entire Community to maintain the Conservation Areas, and all markers and signs
pertaining thereto.
On such date as the offsite mitigation land is donated by the Declarant to the State of
Florida in accordance with commitments made through the permitting process, the obligation to
maintain such lands by the Association shall cease.
ARTICLE XVII
SURFACE WATER MANAGEMENT SYSTEM AND STORM WATER
MANAGEMENT SYSTEM
Section 1. Dedication. The Surface Water Management System and Storm Water
Management System are hereby dedicated as part of the Common Areas. The Surface Water
Management System and Storm Water Management System shall be the perpetual responsibility
of the Association and may in no way be altered from their natural or permitted state.
Section 2. Maintenance and Monitoring. The Association shall be responsible for the
maintenance, operation and repair of the Surface Water Management System and Storm Water
Management System. Maintenance of the Surface Water Management System and Storm Water
Management System shall mean the exercise of practices which allow the systems to provide
drainage, water storage, conveyance or other surface water or storm water management
capabilities as permitted by the South Florida Water Management District (the "District"), •
including but not limited to complying with the "best management practices" prevailing in the
area and as otherwise required by the District. Furthermore, the Association shall comply in all
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material respects with the requirements of the District's Urban Stormwater Management
Program, all as more particularly set forth in Exhibit "E" attached hereto. Any repair or
reconstruction of the Surface Water Management System and Storm Water Management System
shall be as permitted or if modified, as approved by the District.
Section 3. Use Restrictions. The Association shall enforce the use restrictions for the
Surface Water Management System and Storm Water Management System. Activities prohibited
within the Surface Water Management System and Storm Water Management System shall
include, but not be limited to:
(a) Digging or excavation;
(b) Depositing fill, debris, or any other material or item;
(c) Constructing or altering any water control structure; or
(d) Any other construction that would modify the Surface Water Management
System and Storm Water Management System.
Section 4. Enforcement by District. The District shall have the right to enforce, by a
proceeding at law or in equity, the provisions contained in this Declaration and take enforcement
measures, including a civil action for injunction and/or penalties, against the Association to
compel the Association to correct any outstanding problems with the Surface Water Management
System and Storm Water Management System.
Section 5. Dissolution of Association. If the Association ceases to exist, the property
consisting of the Surface Water Management System and Storm Water Management System
shall be conveyed to an appropriate agency of local government. If this is not accepted, then the
Surface Water Management System and the Storm Water Management System will be dedicated
to a similar non-profit corporation. If no such corporation exists and cannot be created, then all
Owners shall be jointly and severally responsible for operation and maintenance of the Surface
Water Management System and Storm Water Management System in accordance with the
requirements of the Environmental Resource Permit, unless and until an alternate entity assumes
responsibility for such system.
Section 6. Covenant for Maintenance Assessments for Association. Assessments shall
also be used for the maintenance and repair of the Surface Water Management System and Storm
Water Management System including but not limited to work within retention areas, drainage
structures and drainage easements.
Section 7. Easement for Access and Drainage. The Association shall have a perpetual
non-exclusive easement over all areas of the Surface Water Management System and Storm
Water Management System for access to operate, maintain or repair the system. By this
easement, the Association shall have the right to enter upon any portion of any Parcel which is a
part of the Surface Water Management System and Storm Water Management System at a
reasonable time and in a reasonable manner to operate, maintain or repair the Surface Water
Management System and Storm Water Management System as required by the District permit.
Additionally, the Association shall have a perpetual non-exclusive easement for drainage over
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the entire Surface Water Management System and Storm Water Management System. No
person shall alter the drainage flow, the Surface Water Management System and Storm Water
Management System, including buffer areas or swails, without the prior written approval of the
District.
Section 8. Amendment. Any amendment to this Declaration which alters any provisions
relating to the Surface Water Management System and Storm Water Management System,
beyond maintenance in its original condition, including the water management portions of the
Common Areas, must have the prior approval of the District.
Section 9. Phasing.. The Surface Water Management System and Storm Water
Management System are expected to be developed in phases. The Association shall have the
right to accept future phases that are part of the overall Surface Water Management System and
Storm Water Management System.
Section 10. Maintenance by Sub-Associations. The Association shall be allowed to
delegate primary responsibility for operation and maintenance of a portion or phase of the
Surface Water Management System and the Storm Water Management System to independent
sub-associations created for the benefit of and encumbering a portion of the Community. If the
independent sub-association fails to properly operate and maintain the portion or phase of the
Surface Water Management System and the Storm Water Management System for which it has
been delegated primary responsibility, then the Association shall have the authority and
responsibility to enter, maintain and operate such portion or phase of the Surface Water
Management System and the Storm Water Management System.
ARTICLE XVIII
GENERAL PROVISIONS
Section 1. Duration. The covenants, conditions and restrictions contained in this
Declaration or any amendment thereto shall run with and bind the land and any Owner or
lessee thereof, and shall inure to the benefit of and be enforceable by the Declarant, the
Association, or the Owner of any land subject to this Declaration or any Supplemental
Declaration, their respective legal representatives, heirs, successors and assigns, for a
term of twenty-five (25) years from the date this Declaration is recorded. The covenants,
conditions and restrictions shall be automatically extended for successive periods often
(10) years unless an instrument signed by the Owners of two-thirds (2/3) of the total
acreage of all Parcels comprising the Community is recorded which changes or
terminates the covenants, conditions and restrictions in whole or in part. However, no
instrument which changes or terminates the covenants, conditions or restrictions shall be
effective unless executed and recorded at least ninety (90) days in advance of the end of
the initial or any extension period hereof, and unless written notice of the proposed
instrument is sent to every Owner at least ninety (90) days in advance of any action
taken.
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Section 2. Amendment.
(a) By Declarant. Until termination of the Class "B" Control Period,
Declarant may unilaterally amend this Declaration for any purpose; provided, however, any such
amendment shall not materially and adversely affect title to any Parcel unless the Owner shall
consent thereto in writing and so long as said amendment is not unequivocally contrary to the
overall, uniform scheme of development for the Community. Thereafter, the Declarant may
unilaterally amend this Declaration, if such amendment is (i) necessary to bring any provision
into compliance with any applicable governmental statute, rule, regulation or judicial
determination; (ii) necessary to enable any reputable title insurance company to issue title
insurance coverage on any Parcel; or (iii) required by an institutional or governmental lender,
purchaser, insurer or guarantor of Mortgage loans, including, for example, the Federal National
Mortgage Association or Federal Home Loan Mortgage Corporation, to enable it to make,
purchase, insure or guarantee mortgage loans on any Parcel; or (iv) otherwise necessary to
satisfy the requirements of any governmental agency; provided, however, any such amendment
shall not materially and adversely affect the title to any Parcel unless the Owner shall consent
thereto in writing. Declarant may unilaterally amend this Declaration for any other purpose,
provided the amendment has no material and adverse effect upon any right of any Owner.
(b) By Owners. Thereafter and otherwise, this Declaration may be amended
only by the affirmative vote or written consent, or any combination thereof, of Members
representing seventy-five percent (75%) of the total Class "A" votes in the Association,
including seventy-five percent (75%) of the Class "A" votes held by Members other than the
Declarant, and the consent of the Declarant, so long the Declarant has an option to subject
additional property to this Declaration pursuant to Article H, Section 2. In addition, the approval
requirements set forth in Article XIII hereof shall be met if applicable. Notwithstanding the
above, the percentage of votes necessary to amend a specific clause shall not be less than the
prescribed percentage of affirmative votes required for action to be taken under that clause.
(c) Validity and Effective Date of Amendments. Amendments to this
Declaration shall become effective upon recordation in the land records of Collier County,
Florida, unless a later effective date is specified therein. Any procedural challenge to an
amendment must be made within six months of its recordation or such amendment shall be
presumed to have been validly adopted. In no event shall a change of conditions or
circumstances operate to amend any provisions of this Declaration.
If an Owner consents to any amendment to this Declaration or the Bylaws, it will be
conclusively presumed that such Owner has the authority so to consent, and no contrary
provision in any Mortgage or contract between the Owner and a third party will affect the
validity of such amendment.
No amendment may remove, revoke or modify any right or privilege of the Declarant
without the written consent of the Declarant or the assignee of such right or privilege.
Section 3. Rules and Regulations. The Association, through its Board of Directors, may
make and enforce reasonable Rules and Regulations governing the use of the property within the
Community, which Rules and Regulations shall be consistent with the rights and duties
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established by this Declaration and the Architectural Standards. Such Rules and Regulations
shall be binding on all Owners and occupants.
Section 4. Termination. Should the Members vote not to renew and extend this
Declaration, the Common Area and/or Limited Common Area owned by the Association, with
the exception of the Surface Water Management System and the Storm Water Management
System, shall be transferred to a trustee appointed by the Circuit Court of Collier County,
Florida, which trustee shall sell the Common Area and/or Limited Common Area free and clear
of the limitations imposed hereby upon terms established by a Circuit Court of Collier County,
Florida. In such event, however, adequate provisions shall be made for the maintenance of any
private water, sewer, streets or drainage facilities located within the Common Area and/or
Limited Common Area, and such maintenance responsibility shall not become the responsibility
of the City of Naples or Collier County without the consent of each. The proceeds of a sale of
the Common Area and/or Limited Common Area first shall be used for the payment of any debts
or obligations constituting a lien on the Common Area and/or Limited Common Area, then for
payment of any obligation incurred by the trustee in the operation, maintenance, repair or upkeep
of the Common Area and/or Limited Common Area. The excess proceeds, if any, shall be
distributed among the Owners in proportion to each Owner's Common Expenses.
Upon dissolution of the Association, the Surface Water Management
System and the Storm Water Management System shall be addressed as noted in Article XVII
Section 5.
Section 5. 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 mailed, postage
paid, to the last known address of the Person who appears as Member or Owner on the records of
the Association at the time of such mailing.
Section 6. Controlling Agreement. To the extent any provisions contained herein
conflict with the Articles or the Bylaws, the provisions contained herein shall supersede such
conflicting provisions contained in the Articles or Bylaws.
Section 7. Severability. Invalidation of anyone of these covenants or restrictions by
judgment or court order shall not affect any other provision, which shall remain in full force and
effect.
Section 8. Partition. The Common Area and Limited Common Area shall remain
undivided, and no Person shall bring any action for partition or division of the whole or any part
thereof without the written consent of all Owners within the Community and without the written
consent of all holders of all mortgages encumbering any portion of the property within the
Community.
Section 9. Gender and Grammar. The singular, wherever used herein shall be construed
to mean the plural, when applicable, and the use of the masculine pronoun shall include the
neuter and feminine.
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Section 10. Captions. The captions of each Article and Section hereof are inserted only
for convenience and are in no way to be construed as defining, limiting, extending or otherwise
modifying or adding to the particular Article or Section to which they refer.
Section 11. Conveyances of Common Area and Limited Common Area. The
Association shall accept conveyances of Common Area and Limited Common Area as are made
from time to time to the Association by Declarant. THE COMMON AREAS AND LIMITED
COMMON AREAS SHALL BE CONVEYED IN THEIR THEN "AS IS, WHERE IS"
CONDITION, AND THE ASSOCIATION SHALL BE OBLIGATED TO ACCEPT THE
COMMON AREAS AND THE LIMITED COMMON AREAS IN SUCH CONDITION. IN
ADDITION, TO THE MAXIMUM EXTENT LAWFUL, THE COMMON AREAS AND THE
LIMITED COMMON AREAS SHALL BE CONVEYED WITHOUT ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN FACT OR BY LAW,
INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF FITNESS FOR
A PARTICULAR PURPOSE, MERCHANTABILITY AND HABITABILITY, ALL
WARRANTIES IMPOSED BY STATUTE (EXCEPT ONLY THOSE IMPOSED BY THE
FLORIDA CONDOMINIUM ACT TO THE EXTENT THEY CANNOT BE DISCLAIMED
AND TO THE EXTENT THEY HAVE NOT EXPIRED BY THEIR TERMS) AND ALL
OTHER IMPLIED OR EXPRESS WARRANTIES OF ANY KIND OR CHARACTER ARE
SPECIFICALLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, DECLARANT HEREBY DISCLAIMS ANY AND ALL EXPRESS OR
IMPLIED WARRANTIES AS TO DESIGN, CONSTRUCTION, VIEW, SOUND AND/OR
ODOR TRANSMISSION, FURNISHING AND EQUIPPING OF THE COMMON AREAS
AND/OR THE LIMITED COMMON AREAS, THE EXISTENCE OF MOLDS, MILDEW,
SPORES, FUNGI AND/OR OTHER TOXINS, EXCEPT ONLY THOSE SET FORTH IN
SECTION 718.203 OF THE ACT, TO THE EXTENT APPLICABLE AND TO THE EXTENT
THAT SAME HAVE NOT EXPIRED BY THEIR TERMS.
AS TO ANY IMPLIED WARRANTY WHICH CANNOT BE DISCLAIMED
ENTIRELY, ALL SECONDARY, INCIDENTAL AND CONSEQUENTIAL DAMAGES ARE
SPECIFICALLY EXCLUDED AND DISCLAIMED (CLAIMS FOR SUCH SECONDARY,
INCIDENTAL AND CONSEQUENTIAL DAMAGES BEING CLEARLY UNAVAILABLE
IN THE CASE OF IMPLIED WARRANTIES WHICH ARE DISCLAIMED ENTIRELY
ABOVE).
FURTHER, GIVEN THE CLIMATE AND HUMID CONDITIONS IN
FLORIDA, MOLDS, MILDEW, SPORES, FUNGI AND/OR OTHER TOXINS MAY EXIST
AND/OR DEVELOP WITHIN THE COMMON AREAS AND/OR THE LIMITED COMMON
AREAS. THE ASSOCIATION IS HEREBY ADVISED THAT CERTAIN MOLDS,
MILDEW, SPORES, FUNGI AND/OR OTHER TOXINS MAY BE, OR IF ALLOWED TO
REMAIN FOR A SUFFICIENT PERIOD MAY BECOME, TOXIC AND POTENTIALLY
POSE A HEALTH RISK. THE ASSOCIATION SHALL BE DEEMED TO HAVE ASSUMED
THE RISKS ASSOCIATED WITH MOLDS, MILDEW, SPORES, FUNGI AND/OR OTHER
TOXINS AND TO HAVE RELEASED THE SELLER FROM ANY AND ALL LIABILITY
RESULTING FROM SAME.
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Section 12. Security. The Association will strive to maintain The Community as a safe,
secure environment. HOWEVER, NEITHER THE ASSOCIATION NOR THE DECLARANT
SHALL IN ANY WAY BE CONSIDERED GUARANTORS OF SECURITY WITHIN THE
COMMUNITY AND NEITHER THE ASSOCIATION NOR THE DECLARANT SHALL BE
HELD LIABLE FOR ANY LOSS OR DAMAGE BY REASON OF FAILURE TO PROVIDE
ADEQUATE SECURITY OR INEFFECTIVENESS OF SECURITY MEASURES
UNDERTAKEN. ALL OWNERS, TENANTS, GUESTS AND INVITEES OF ANY OWNER,
AS APPLICABLE, ACKNOWLEDGE THAT THE ASSOCIATION, ITS BOARD, THE
DECLARANT AND COMMITTEES ESTABLISHED BY ANY OF THE FOREGOING
ENTITIES, ARE NOT GUARANTORS AND THAT EACH OWNER, TENANT, GUEST
AND INVITEE ASSUMES ALL RISK OF LOSS OR DAMAGE TO PERSONS, LOTS,
PARCELS, IMPROVEMENTS AND TO THE CONTENTS OF ALL IMPROVEMENTS AND
FURTHER ACKNOWLEDGE THE ASSOCIATION, ITS BOARD, THE DECLARANT AND
COMMITTEES ESTABLISHED BY ANY OF THE FOREGOING ENTITIES HAVE MADE
NO REPRESENTATIONS OR WARRANTIES, NOR HAS ANY OWNER, TENANT, GUEST
OR INVITEE RELIED UPON ANY REPRESENTATIONS OR WARRANTIES EXPRESS OR
IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR
ANY PARTICULAR PURPOSE RELATIVE TO ANY SECURITY MEASURES
RECOMMENDED OR UNDERTAKEN.
Section 13. Notices and Disclaimers as to Water Bodies. NEITHER DECLARANT,
THE ASSOCIATION NOR ANY OF THEIR OFFICERS, DIRECTORS, COMMITTEE
MEMBERS, EMPLOYEES, MANAGEMENT AGENTS, CONTRACTORS OF
SUBCONTRACTORS (COLLECTIVELY, THE "LISTED PARTIES") SHALL BE LIABLE
OR RESPONSIBLE FOR MAINTAINING OR ASSURING THE SAFETY, WATER
QUALITY OR WATER LEVEL OF/IN ANY LAKE, POND, CANAL, CREEK, STREAM OR
OTHER WATER BODY WITHIN THE COMMUNITY, EXCEPT AS SUCH
RESPONSIBILITY MAY BE SPECIFICALLY IMPOSED BY, OR CONTRACTED FOR
WITH, AN APPLICABLE GOVERNMENTAL OR QUASI-GOVERNMENTAL AGENCY
OR AUTHORITY. FURTHER, NONE OF THE LISTED PARTIES SHALL BE LIABLE FOR
ANY PROPERTY DAMAGE, PERSONAL INJURY OR DEATH OCCURRING IN, OR
OTHERWISE RELATED TO, ANY WATER BODY, ALL PERSONS USING SAME DOING
SO AT THEIR OWN RISK.
ALL OWNERS AND USERS OF ANY PORTION OF THE
PROPERTIES LOCATED ADJACENT TO OR HAVING A VIEW OF ANY OF
THE AFORESAID WATER BODIES SHALL BE DEEMED, BY VIRTUE OF
THEIR ACCEPTANCE OF THE DEED TO OR USE OF, SUCH PROPERTY,
TO HAVE AGREED TO RELEASE THE LISTED PARTIES FROM ALL
CLAIMS FOR ANY AND ALL CHANGES IN THE QUALITY AND LEVEL
OF THE WATER IN SUCH BODIES.
ALL PERSONS ARE HEREBY NOTIFIED THAT FROM TIME TO
TIME WILDLIFE MAY HABITAT OR ENTER INTO WATER BODIES
WITHIN OR NEARBY THE COMMUNITY AND MAY POSE A THREAT TO
PERSONS, PETS AND PROPERTY, BUT THAT THE LISTED PARTIES ARE
UNDER NO DUTY TO PROTECT AGAINST, AND DO NOT IN ANY
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MANNER WARRANT OR INSURE AGAINST, ANY DEATH, INJURY OR
DAMAGE CAUSED BY SUCH WILDLIFE.
By acceptance of a deed to any Parcel, each Owner acknowledges that the water levels of all
water bodies may vary. There is no guarantee by the Declarant or the Association that water
levels will be constant or aesthetically pleasing at any particular time. In fact, water levels may
be non-existent from time to time.
Section 14. Dispute Resolution. Disputes between the Association and a Member
regarding use of or changes to a Parcel or the Common Areas and other covenant enforcement
disputes, disputes regarding amendments to the Association Documents, disputes regarding
meetings of the Board and committees appointed by the Board, membership meetings not
including election meetings, and access to the official records of the Association shall be filed
with the Florida Department of Business and Professional Regulation for mandatory mediation
pursuant to Section 720.311(2), Florida Statues, as amended from time to time, before the
dispute is filed in court.
Section 16. Arbitration of Claims. In the event that there are any warranty, negligence or
other claims against the Declarant or any party having a right of contribution from, or being
jointly and severally liable with, the Declarant, which claim is in excess of One Thousand
Dollars ($1,000.00) (the "Claims"), relating to the design, development, construction, furnishing
or equipping of The Properties, same shall be adjudicated pursuant to binding arbitration, rather
than civil litigation, as permitted by the Florida Arbitration Code (the "Code"), Chapter 682,
Florida Statutes, in the following manner:
1. The party making the Claims, which shall include the Association as well
as any Parcel Owner (the "Claimant") shall notify the Declarant (the
"Defendant"), in writing of the Claims, specifying with particularity the
nature of each component thereof and providing a true and complete copy
of each and every report, study, survey other document supporting or
forming the basis of the Claims.
2. Within thirty (30) days of receipt of the notice of the Claims, the
Defendant will engage, at its own expense, a duly licensed engineer or
architect, as appropriate (the "Arbitrator") to serve as the arbitrator of the
Claims pursuant to the Code. Such engineer or architect shall be
independent of the Defendant and the Claimant, not having any then-
current business relationship with the Defendant or Claimant, other than
by virtue of being the Arbitrator. Upon selecting the Arbitrator, the
Defendant shall notify the Claimant of the name and address of the
Arbitrator.
3. Within thirty (30) days after the Defendant notifies the Claimant of the
name and address of the Arbitrator, the Claimant and the Defendant shall
be permitted to provide the Arbitrator with any pertinent materials to assist
the Arbitrator in rendering his findings.
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4. Within sixty (60) days from the date of his appointment, the Arbitrator
shall review the Claims and supporting materials, inspect The Properties
and any appropriate plans, specifications and other documents relating
thereto, and render a report (the "Final Report") to the Defendant and the
Claimant setting forth, on an item by item basis, his findings with respect
to the Claims and the method of correction of those he finds to be valid. If
the Defendant so requests, by written notice to the Arbitrator, the
Arbitrator will specify the estimated cost of the correction of each of those
Claims he finds to be valid and shall offset therefrom costs reasonably
attributable to any Association failure to maintain or mitigate or to any
contributory negligence, in all cases whether chargeable to the Claimant or
others. At the request of the Claimant or Defendant that a conference be
held to discuss the Claims, such a conference shall be held, and the
Arbitrator shall establish procedures, guidelines and ground rules for the
holding of the conference. The Claimant and the Defendant shall be
entitled to representation by its attorney and any other expert at the
conference. In the event such a conference is held, the sixty (60) day time
period referenced in this Section 16(4) shall be extended as the Arbitrator
deems warranted. At the conference, the Arbitrator shall notify the
Defendant and Claimant as to when the Final Report shall be issued.
5. The Defendant shall have one hundred eighty (180) days after receipt of
the Final Report in which to (i) correct the Claims found to be valid or (ii)
pay to the Claimant the amount estimated by the Arbitrator to be the cost
to correct same after the offset referred to in subsection 16(4) above.
6. As to those matters the Defendant elects to correct, upon completion of all
corrective work the Defendant will so notify the Arbitrator (with a copy of
such notice to the Claimant) and the Arbitrator shall then inspect the
corrected items and render a report (the "Remedial Report") to the
Defendant and the Claimant on whether those items have been corrected.
Such procedure shall be repeated as often as necessary until all items have
been corrected.
7. For all purposes, the Final Report and the Remedial Report of the
Arbitrator will constitute binding and enforceable arbitration awards as
defined in Florida Statutes, Section 682.09 of the Arbitration Code and
any party affected by such reports will have the right to seek the
enforcement of same in a court of competent jurisdiction. Moreover, no
party will have the right to seek separate judicial relief with respect to
warranty disputes as defined above, or to seek to vacate the
aforementioned arbitration awards, except in accordance with the
Arbitration Code, and then only upon the specific grounds and in the
specified manner for the vacation of such awards as established by Florida
Statutes, Section 682.13 of the Arbitration Code.
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8. The Arbitrator shall not be liable to the Association, the Claimant or the
Defendant by virtue of the performance of his or her services hereunder,
fraud and corruption excepted.
9. The procedures set forth above shall also be the sole means by which
disputes as to Association finances (including, without limitation, the
Defendant's payment of assessments, deficit funding obligations, if any,
the handling of reserves and the keeping of accounting records, if
applicable), except that the Arbitrator shall be a Certified Public
Accountant who (i) is a member of Community Associations institute and
(ii) meets the independence test set forth above.
10. In the event that there is any dispute as to the legal effect or validity of any
of the Claims (e.g., as to standing, privity of contract, statute of limitations
or laches, failure to maintain or mitigate, existence of duty, foreseeability,
comparative negligence, the effect of disclaimers or the interpretation of
this Declaration as it applies to the Claims), such dispute shall be
submitted to arbitration, as herein provided, by a member in good standing
of the Florida Bar chosen by the Defendant, which arbitrator shall be
independent of the Defendant and the Claimant as set forth above. In such
event, all time deadlines which cannot be met without the resolution of
such disputed matters shall be suspended for such time as the arbitration
provided for in this subsection continues until final resolution.
IN WITNESS WHEREOF, the Declarant has executed this Declaration the day and year
first above written.
WITNE ES: "Declarant"
1
,k ' LORD'S WAY 30, LLC,
N me: c-L f'.//o 1r6/41 '//7/7i/ ,jf, ' a Florida limited • .' it com
r--
�.M S Ch d e'r By:
�,
Namem \ Print Na -. � �'d �- TO-re 5
•� � 1t- a e.‘
Print T e:
STATE OF (--\
)
COUNTY OF (; I
The foregoing instrument was acknowledged before me this I I day of
, 2019, by C)O..Q'(\ Tu.( eS , as saNN.Aft P f of LORD'S WAY
30, LLC, a Florida limited liability company, on behalf of the company. He is persona
known tome or has produced as identification.
Notary Public
TAMELA M.SCHRODER Print Name:
I , M '•,? MY COMMISSION k GG 095827
Commission No.
, ; EXPIRES:April 21,2021
Bonded Thru Notary Public Underwriters My Commission Expires:
44
6
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Exhibit "A"— Legal Description of property in the Community
Exhibit "B"—Articles of Incorporation
Exhibit "C"—Bylaws
Exhibit "D"—Limited Common Areas
Exhibit "E" — Stormwater Program
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1 6 A11
EXHIBIT "A"
Legal Description of The Properties
The West 1/2 of the East 1/of the Northeast'A of the Southwest 1/4 of Section 14, Township 50,
Range 26 East, Collier County, FL
The East 1/2 of the East 1/of the Northeast 1A of the Southwest 1/ of Section 14, Township 50,
Range 26 East,Collier County, FL
The East 1/of the West 1/of the Northeast 1/4 of the Southwest 1/4 of Section 14, Township 50,
Range 26 East, Collier County, FL
16A11
EXHIBIT"B"
Articles of Incorporation
1 6 A 1 1
ARTICLES OF INCORPORATION
OF
SAPPHIRE COVE HOMEOWNERS ASSOCIATION, INC.
THE UNDERSIGNED, in accordance with the provisions of Chapter 617, Florida
Statutes, hereby makes, subscribes and acknowledges these Articles of Incorporation for the
purpose of forming a not for profit Florida corporation.
ARTICLE I
NAME AND ADDRESS
The name of the corporation is SAPPHIRE COVE HOMEOWNERS ASSOCIATION,
INC., and its mailing address and principal office address is7742 Alico Rd, Fort Myers, FL
33912.
ARTICLE II
DEFINITIONS
All undefined terms appearing in initial capital letters herein shall have the meaning
ascribed to them in that certain Declaration of Covenants, Conditions and Restrictions of
Sapphire Cove (the "Declaration"), as it may be amended from time to time.
ARTICLE III
PURPOSE AND POWERS
This corporation does not contemplate pecuniary gain or profit, direct or indirect to its
members, and its primary purposes are:
A. To promote the health, safety and, social welfare of the owners of all Parcels located
within Sapphire Cove, a planned community within Collier County, Florida(the "Community");
B. To maintain all portions of the Community and improvements thereon for which the
obligation to maintain and repair has been delegated to the corporation by the Declaration, which
is to be recorded in the public records of Collier County, Florida;
C. To contract for the operation and maintenance of the Common Areas or Surface
Water Management System and Storm Water Management System and to delegate any powers
and duties of the Association in connection therewith, except such as specifically required by the
Declaration to be exercised by the Board of Directors or the membership of the Association;
D. To operate and maintain the Surface Water Management System and Storm Water
Management Systems, including all inlets, ditches, swales, culverts, water control structures,
retention and detention areas, ponds, lakes, flood plan compensation areas, wetlands and any
associated buffer areas, and wetland mitigation areas. Moreover, the Association shall operate,
maintain, and manage the Surface Water Management System and Storm Water Management
System in a manner consistent with the District's permit requirements and applicable District
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rules and regulations, and the terms and conditions of the Declaration (including enforcement
provisions) which relate to the Surface Water Management System and Storm Water
Management System. Additionally, the Association shall levy and collect adequate assessments
against Members for the cost of maintenance and operation of the Surface Water Management
System and Storm Water Management System;
E. To exercise all rights and powers of a non-profit corporation permitted by Chapter
617, Florida Statutes and all rights and powers set forth in Chapter 720,Florida Statutes; and
F. To exercise any other powers necessary and proper for the governance and operation
of the Association, including those powers set forth in the Declaration.
ARTICLE IV
TERM
The term for which the corporation is to exist is perpetual unless the corporation is
dissolved pursuant to any applicable provision of the Florida Statutes. Any dissolution of the
corporation shall comply with the Declaration. In the event of dissolution, the property
containing the Surface Water Management System and Storm Water Management System shall
be conveyed to an appropriate agency of local government. If the Surface Water Management
System and Storm Water Management System are not accepted by the governmental agency,
then they shall be conveyed to a non-profit corporation similar to the Association. If no such
corporation exists and cannot be created, then all Owners shall be jointly and severally
responsible for operation and maintenance of the Surface Water Management System and Storm
Water Management System in accordance with the requirements of the governing Environmental
Resource Permit.
ARTICLE V
SUBSCRIBER
The name and address of the subscriber of these Articles is:
David E. Torres 7742 Alico Rd
Ft. Myers, FL 33912
ARTICLE VI
BOARD OF DIRECTORS
The corporation shall be governed by a Board of Directors consisting of not less than
three (3) nor more than seven (7)persons. The initial Board of Directors shall consist of three
(3) persons whose names and addresses are:
David E. Torres 7742 Alico Rd
Ft. Myers, FL 33912
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1 6 A 1 1
Gary Haim 7742 Alico Rd
Ft. Myers, FL 33912
Silvana M. Navarro 7742 Alico Rd
Ft. Myers, FL 33912
In the event of a vacancy on the Board of Directors, the vacancy shall be filled by the
majority vote of the remaining Directors.
ARTICLE VII
OFFICERS
The affairs of the corporation are to be managed by a President, a Vice President, a
Secretary, a Treasurer and such other officers as the Bylaws of the corporation may provide for
from time to time. All officers shall be elected by the Board at the first meeting of the Board of
Directors following the annual meeting of the corporation and shall hold office until the next
succeeding annual election of officers or until their successors are elected and qualify.
The names of the officers who are to serve until the first meeting of the Board following
the annual meeting of the corporation is:
David E. Torres President
Gary Hains Vice President
Silvana Navarro Secretary/Treasurer
In the event of a vacancy in any office, the vacancy shall be filled by a majority vote of
the Board of Directors.
ARTICLE VIII
VOTING
Each Owner of a Parcel within the Community shall be entitled to one (1) equal vote for
each one (1) acre of land owned in fee simple, and a fraction of one (1) vote for each fraction of
land when the Owner's land does not constitute exactly one (1) acre, or as otherwise more fully
set forth below or in the Declaration.
ARTICLE IX
VOTING RIGHTS
Voting Rights. The Association shall have two (2) classes of membership, Class "A" and
Class "B", as follows:
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1. Class "A". Class "A" Members shall be all Owners, with the exception of the
Declarant. Class "A" Members shall be entitled to one (1) equal vote for each one (1) acre of
land owned in fee simple in the Community, and a fraction of one (1) vote for each fraction of
land when the Owner's land does not constitute exactly one (1) acre. When more than one (1)
person holds an ownership interest in any Parcel, all such persons shall be Members of the vote
for such Parcel and such vote shall be exercised as those Owners themselves determine and
advise the Secretary prior to any meeting. In the absence of such advice, the Parcel's vote shall
be suspended in the event more than one (1)person seeks to exercise it.
2. Class "B". The sole Class "B" Member shall be the Declarant. The rights of the
Class "B" Member, including the right to approve or withhold approval of actions proposed
under this Declaration and the Bylaws, are specified elsewhere in the Declaration and the
Bylaws. The Class "B" Member may appoint a majority of the members of the Board during the
Class "B" Control Period, as specified in the Bylaws. After termination of the Class "B" Control
Period, the Class "B" Member shall have a right to disapprove actions of the Board and
committees as provided in the Bylaws. Additionally, the Class "B" Member shall be entitled to
ten (10) votes for each one (1) acre of land owned, and a fraction of ten (10) votes for each
fraction of land when the Class "B" Member's land does not constitute exactly one (1) acre.
The Class "B" membership shall terminate upon the earlier of:
(i) Two years after termination of the Class "B" Control Period
pursuant to the Bylaws; or
(ii) When, in its discretion, the Declarant so determines and declares in
a recorded instrument.
ARTICLE X
QUORUM
Thirty percent (30%) plus one of the voting interest of Members entitled to vote must be
present in person, or present by valid proxy, to constitute a quorum. A quorum shall be required
at all meetings of the membership for the transaction of business, except as otherwise provided •
by statute or by the Declaration. If a quorum cannot be reached at any meeting of the
membership, the meeting may be adjourned and reconvened without notice other than
announcement at the meeting. At the reconvened meeting a quorum may be reached if one-third
(1/3) of the voting interest of Members entitled to vote are present in person or by valid proxy.
Adjourned and reconvened meetings shall be at least three (3) days apart and, if a quorum is
reached, any business may be transacted which might have been transacted at the adjourned
meeting.
ARTICLE XI
COMPENSATION
This corporation shall never have nor issue any shares of stock, nor shall this corporation
distribute any part of the income of this corporation, if any, to its Members, Directors or officers.
However, the corporation shall not be prohibited from reasonably compensating its Members,
Directors, or officers for services rendered, nor shall the corporation be prohibited from making
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any payments or distributions to members of benefits, monies or properties permitted by Chapter
617, Florida Statutes.
ARTICLE XII
POWERS
The corporation shall have all the powers set forth and described in Chapter 617, Florida
Statutes, as presently existing or as may be amended from time to time, together with those
powers conferred by the Declaration, these Articles of Incorporation and the Bylaws of the
corporation, including, but not limited to, assessing members for all expenses incurred in
connection with maintaining and operating the Surface Water Management System and/or Storm
Water Management System and the right to enforce that assessment pursuant to the imposition of
liens.
ARTICLE XIII
INDEMNIFICATION
The corporation shall indemnify all persons who may serve or who have served at any
time as director or officer, and their respective heirs, administrators, successors and assigns
against any and all expenses, including amounts paid upon judgements, counsel fees, and
amounts paid in settlement (before or after suit is commenced), actually and necessarily incurred
in connection with the defense or settlement of any claim, action, suit or proceeding in which
they or any of them are made a party, or which may be asserted against any of them, by reason of
having been a director or officer of the corporation, except in such cases where the director or
officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties.
Such indemnification shall be in addition to any rights to which such Director or officer may
otherwise be entitled.
ARTICLE XIV
TRANSACTIONS
In the absence of fraud, no contract or other transaction between this corporation or any
other person, firm, association, corporation or partnership shall be affected or invalidated by the
fact that any director or officer of this corporation is pecuniarily or otherwise interested in, or is a
director, member or officer of any such firm, association, corporation or partnership. Any
director may vote and be counted in determining the existence of a quorum at any meeting of the
Board of Directors for the purpose of authorizing contract or transaction with like force and
effect as if he were not so interested, or not a director, member or officer of such other firm,
association, corporation or partnership.
ARTICLE XV
BYLAWS
The Bylaws of this corporation are to be made and adopted by a majority vote of the
Directors and said Bylaws may not be altered, amended, rescinded or added to except as
provided in the Bylaws.
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1 6 A 1 1
ARTICLE XVI
AMENDMENTS
These Articles of Incorporation may be amended, altered, rescinded, or added to by
appropriate resolution approved by a two-thirds (2/3) vote of the voting interest of the Members
present at any duly convened membership meeting or, alternatively, by appropriate resolution
adopted by a two-thirds (2/3) vote of the Board of Directors at any duly convened meeting of the
Board and accepted by a two-thirds (2/3) vote of the voting interest of the Members present at
any duly convened membership meeting. Any Member of this corporation may propose an
amendment to the Articles of Incorporation to the Board or the membership, as the case may be.
Notwithstanding the foregoing, until termination of the Class B Control Period, any changes in
the Articles of Incorporation may be made by a majority vote of the Board of Directors.
ARTICLE XVII
CONFLICTS
To the extent any provisions contained herein conflict with the Declaration, the
provisions contained in the Declaration shall supercede such conflicting provisions contained
herein.
IN WITNESSZHEREOF, the undersigned subscriber has executed these Articles of
Incorporation, this j/ day of fray , 2019.
'fir
Print Name: David E. Torres
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1 6 A 1 1
EXHIBIT "C"
Bylaws
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EXHIBIT "D"
Limited Common Areas
No limited common areas are designated upon initial recordation of this
Declaration.
1 6 A 1 1
BYLAWS
OF
SAPPHIRE COVE HOMEOWNERS ASSOCIATION, INC.
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ARTICLE I
IDENTITY
1.1. Name. The name of this corporation is Sapphire Cove Owners Association, Inc.
("Association").
1.2. Address. The address of the initial principal office of the Association is 7742
Alico Rd. Ft. Myers, FL 33912.
ARTICLE II
DEFINITIONS
All terms used herein which are defined in that certain Declaration of Covenants,
Conditions and Restrictions of Sapphire Cove (hereinafter "Declaration"), as it may be amended
from time to time, shall have the same meaning herein as therein.
ARTICLE III
MEMBER MEETINGS
3.1. Annual Meeting. The annual meeting of the Members for the election of
Directors and the transaction of whatever other business may properly come before the Members
shall be held as outlined below.
3.2. Notice. Notice of the annual meeting shall be mailed, postage prepaid, not less
than ten (10) days and not more than sixty (60) days prior to the date of the annual meeting and
shall state the purpose, time and location of the meeting. Such notice shall be addressed to the
Member at the address of the Member as set forth in the Association's books and records.
Evidence of compliance with this ten (10) day notice shall be made by an affidavit executed by
the person providing the notice and filed upon execution among the official records of the
Association.
3.3. Special Meetings. Special meetings of the Members may be called for any
purpose at any time by a majority of the Board, or by the written petition of fifty percent (50%)
or more of the total voting interests of the Members, setting forth the purpose of the special
meeting. Notice of such special meeting shall be in the same form and mailed in the same
manner as for the annual meeting. Written notice of special membership meetings stating the
time, place and date of such meeting shall be served upon or mailed to each Member entitled to
notice at least ten (10) days but not more than sixty (60) days prior to such meeting, except in the
case of an emergency, in which case notice shall be given that is reasonable under the
circumstances. Evidence of compliance with this ten (10) day notice shall be made by an
affidavit executed by the person providing the notice and filed upon execution among the official
records of the Association. Members may waive notice of special membership meetings prior to,
6 A 1 1
at or subsequent to any meetings of Members except where prohibited by law. Nothing in these
Bylaws shall be construed to prevent Members from acting by written agreement without
meetings, as more particularly set forth in Section 3.12 hereof.
3.4. Quorum. Thirty percent (30%) plus one of the total vote that could be cast at any
annual or special meeting, represented in person or by proxy, shall constitute a quorum at any
meeting of the Members. The Members present at a duly called or held meeting at which a
quorum is present may continue to do business until adjournment, notwithstanding the
withdrawal of enough to leave less than a quorum, provided that Members representing at least
25% of the total Class "A" votes in the Association remain in attendance, and provided that any
action taken is approved by at least a majority of the votes required to constitute a quorum. A
majority of the votes cast shall decide each matter submitted to the Members at a meeting, except
in cases where a larger vote is specifically required.
3.5. Order of Business. The order of business at Members' meetings shall be
substantially as follows:
A. Call of the roll and certification of quorum;
B. Proof of notice of meeting or waiver of notice;
C. Reading of minutes and disposal of any unapproved minutes;
D. Reports of Officers;
E. Reports of Committees;
F. Election of Directors;
G. Old Business;
H. New Business; and
I. Adjournment.
3.6. Waiver of Notice. Waiver of notice of a meeting of the Members shall be deemed
the equivalent of proper notice. Any Member may, in writing, waive notice of any meeting of
the Members, either before or after such meeting. Attendance at a meeting by a Member shall be
deemed a waiver by such Member of notice of the time, date, and place thereof, unless such
Member specifically objects to lack of proper notice at the time the meeting is called to order.
Attendance at a special meeting also shall be deemed waiver of notice of all business transacted
unless an objection on the basis of lack of proper notice is raised before the business is put to a
vote.
3.7. Adjournment of Meetings. If any meeting of the Association cannot be held
because a quorum is not present, a majority of the Members who are present at such meeting
may adjourn the meeting to a time not less than five nor more than thirty(30) days from the time
the original meeting was called. At the reconvened meeting, if a quorum is present, any business
2
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16 /UI
may be transacted which might have been transacted at the meeting originally called. If a time
and place for reconvening the meeting is not fixed by those in attendance at the original meeting
or if for any reason a new date is fixed for reconvening the meeting after adjournment, notice of
the time and place for reconvening the meeting shall be given to Members in the manner
prescribed for regular meetings.
3.8. Voting. The voting rights of the Members shall be as set forth in the Declaration
and Articles of Incorporation, and such voting rights provisions are specifically incorporated by
reference.
3.9. Proxies. No proxy shall be valid unless signed by the Member or his duly
authorized attorney-in-fact, dated, and filed with the Secretary of the Association prior to any
meeting for which it is to be effective. No proxy shall be valid after two (2) months from its date
of execution unless otherwise specified in the proxy.
3.10. Majority. As used in these Bylaws, the term "majority" shall mean those votes,
Members, or other group as the context may indicate totaling more than 50% of the total eligible
number.
3.11. Conduct of Meetings. The President shall preside over all meetings of the
Association, and the Secretary shall keep the minutes of the meeting and record in a minute book
all resolutions adopted at the meeting, as well as a record of all transactions occurring at the
meeting.
3.12. Action Without a Meeting. Any action required or permitted by law to be taken at
a meeting of the Members may be taken without a meeting, without prior notice and without a
vote if written consent specifically authorizing, the proposed action is signed by Members
holding at least the minimum number of votes necessary to authorize such action at a meeting if
all Members entitled to vote thereon were present. Such consents shall be signed within sixty
(60) days after receipt of the earliest dated consent, dated and delivered to the Association at its
principal place of business in the State of Florida. Such consents shall be filed with the minutes
of the Association, and shall have the same force and effect as a unanimous vote of the
Members.
3.13. Right to Speak. Members shall have the right to attend all membership meetings
and to speak at any meeting with reference to all items opened for discussion or included on the
agenda. Notwithstanding any provision to the contrary in the Association Documents or any
rules adopted by the Board or by the Members, a Member shall have the right to speak for at
least three (3) minutes on any item, provided that the Member submits a written request to speak
prior to the meeting. The Association may adopt reasonable written rules governing the
frequency, duration, and other manner of Member statements, which rules must be consistent
with this Section.
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ARTICLE IV
BOARD OF DIRECTORS: NUMBER,POWERS, MEETINGS
COMPOSITION AND SELECTION
4.1. Governing Body; Composition. The affairs of the Association shall be overseen
by a Board of Directors, each of whom shall have one (1) equal vote. Except with respect to
directors appointed by the Class "B" Member, the directors shall be Members or spouses of such
Members; provided, however, no person and his or her spouse may serve on the Board at the
same time. In the case of a Member which is not a natural person, any officer, director, partner
or trust officer of such Member shall be eligible to serve as a director unless otherwise specified
by written notice to the Association signed by such Member.
4.2. Number of Directors. The number of directors in the Association shall be not less
than three (3) nor more than seven (7), as provided in Section 4.5 below. The initial Board shall
consist of three directors as identified in the Articles of Incorporation.
4.3. Directors During Class "B" Control Period. Subject to the provisions of Section
4.5 below, the directors shall be selected by the Class "B" Member acting in its sole discretion
and shall serve at the pleasure of the Class "B" Member until the first to occur of the following:
(a) When 90% of the total number of Parcels proposed by the Master Plan for
the Community have been conveyed by Declarant to other Persons;
(b) 30 years after the date on which the Declaration is recorded in the land
records of Collier County, Florida; or
(c) when, in its discretion, the Class "B" Member so determines.
4.4. Nomination of Directors. Except with respect to directors selected by the Class
•
"B" Member, nominations for election to the Board of Directors shall be made by a Nominating
Committee. The Nominating Committee shall consist of a Chairman, who shall be a member of
the Board of Directors, and three or more Members or representatives of Members. The
Nominating Committee shall be appointed by the Board of Directors not less than thirty (30)
days prior to each annual meeting of the Members to serve a term of one year or until their
successors are appointed, and such appointment shall be announced at each such annual meeting.
The Nominating Committee shall make as many nominations for election to the Board of
Directors as it shall in its discretion determine, but in no event less than the number of positions
to be filled from each slate as provided in Section 4.5 below. Nominations shall also be
permitted from the floor. All candidates shall have a reasonable opportunity to communicate
their qualifications to the Members and to solicit votes.
4.5. Election and Term of Office. Notwithstanding any other provision of these
Bylaws:
(a) Within thirty(30) days after the time that Class "A" Members own 50% of
the Parcels proposed by the Master Plan for the Community, or whenever the Class "B" Member
earlier determines, the President shall call a special meeting at which Members representing the
Class "A" Members shall be entitled to elect one of the three directors, who shall be an at-large
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1 6 A 1 1.
director. The remaining two directors shall be appointees of the Class "B" Member. The
director elected by the Members shall not be subject to removal by the Class "B" Member and
shall be elected for a term of two years or until the happening of the event described in
subsection (b) below, whichever is shorter. If such director's term expires prior to the happening
of the event described in subsection (b) below, a successor shall be elected for a like term.
(b) Within thirty(30) days after the time that Class "A"Members own 75% of
the Parcels proposed by the Master Plan for the Community, or whenever the Class "B" Member
earlier determines, the Board shall be increased to five directors. The President shall call a
special meeting at which Members representing the Class "A" Members shall be entitled to elect
two of the five directors, who shall serve as at-large directors. The remaining three directors
shall be appointees of the Class "B" Member. The directors elected by the Members shall not be
subject to removal by the Class "B" Member and shall be elected for a term of two years or until
the happening of the event described in subsection (c) below, whichever is shorter. If such
directors' terms expire prior to the happening of the event described in subsection (c) below,
successors shall be elected for a like term.
(c) Within ninety (90) days after termination of the Class "B" Control Period
(as set forth in Section 4.3), the President shall call a special meeting at which Members
representing the Class "A" Members shall be entitled to elect three of the five directors, who
shall serve as at-large directors. The remaining two directors shall be appointees of the Class
"B" Member. The directors elected by the Members shall not be subject to removal by the Class
"B" Member and shall serve until the first annual meeting following the termination of the Class
"B" Control Period. If such annual meeting is scheduled to occur within ninety (90) days after
termination of the Class "B" Control Period, this subsection shall not apply and directors shall be
elected in accordance with subsection (d) below.
(d) At the first annual meeting of the membership after the termination of the
Class "B" Control Period, the Board shall be increased to seven directors. Three directors shall
serve a term of two years and three directors shall serve a term of one year, as such directors
determine among themselves. Upon the expiration of each director's term of office, the
Members shall elect a successor to serve a term of two years.
Until termination of the Class "B" membership, the Class "B" Member shall be entitled
to appoint one director. Upon termination of the Class "B" membership, the director elected by
the Class "B" Member shall resign and the remaining directors shall be entitled to appoint a
director to serve the unexpired portion of the term. Thereafter, the Members shall be entitled to
elect a successor to fill such position.
There shall be no cumulative voting. The candidate(s) receiving the most votes shall be
elected. The directors elected by the Members shall hold office until their respective successors
have been elected. Directors may be elected to serve any number of consecutive terms.
4.6. Removal of Directors and Vacancies. The director elected by the Members may
be removed, with or without cause, by a majority vote of the Members. Any director whose
removal is sought shall be given notice prior to any meeting called for that purpose. Upon
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removal of a director, a successor shall be elected by the Members to fill the vacancy for the
remainder of the term of such director.
Any director elected by the Members who has three consecutive unexcused absences
from Board meetings, or who is more than thirty (30) days delinquent in the payment of any
assessment or other charge due the Association, may be removed by a majority of the directors
present at a regular or special meeting at which a quorum is present, and a successor may be
appointed by the Board to fill the vacancy for the remainder of the term.
In the event of the death, disability, or resignation of a director, the Board may declare a
vacancy and appoint a successor to fill the vacancy until the next annual meeting, at which time
the Members shall elect a successor for the remainder of the term.
4.7. Organizational Meetings. The first meeting of the Board of Directors following
each annual meeting of the membership shall be held within ten (10) days thereafter at such time
and place the Board shall fix.
4.8. Regular Meetings. Regular meetings of the Board of Directors may be held at
such time and place as a majority of the directors shall determine, but at least four such meetings
shall be held during each fiscal year with at least one per quarter. Except as provided below,
notice of the time and place of the meeting shall be communicated to directors and members not
less than four (4) days prior to the meeting; provided, however, notice of a meeting need not be
given to any director who has signed a waiver of notice or a written consent to holding of the
meeting. Written notice of any meeting at which special assessments will be considered or a
meeting at which amendment to rules regarding parcel use will be considered must be mailed or
delivered to the Members and posted conspicuously on the Property not less than fourteen (14)
days before the meeting.
4.9. Special Meetings. Special meetings of the Board of Directors shall be held when
called by written notice signed by the President or by any two directors. The notice shall specify
the time and place of the meeting and the nature of any special business to be considered. The
notice shall be given to each director and member by: (a) personal delivery; (b) first class mail,
postage prepaid; (c) telephone communication, either directly to the director or to a person at the
director's office or home who would reasonably be expected to communicate such notice
promptly to the director; or (d) telegram, charges prepaid. All such notices shall be given at the
director's telephone number or sent to the director's address as shown on the records of the
Association. Notices sent by first class mail shall be deposited into a United States mailbox at
least four (4) business days before the time set for the meeting. Notices given by personal
delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph
company at least seventy-two (72)hours before the time set for the meeting.
4.10. Petition by Members. If 20 percent of Members entitled to vote petition the
Board to address an item of business, the Board shall at its next regular Board meeting or at a
special meeting of the Board, but not later than sixty (60) days after the receipt of the petition,
take the petitioned item up on an agenda. The Board shall give all Members written notice of the
meeting at which the petitioned item shall be addressed at least fourteen (14) days before the
meeting. Each Member shall have the right to speak for at least three (3) minutes on each matter
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placed on the agenda by petition, provided that the Member signs the sign-up sheet, if one is
provided, or submits a written request to speak prior to the meeting. Other than addressing the
petitioned item at the meeting, the Board is not obligated to take any other action requested by
the petition.
4.11. Waiver of Notice. The transactions of any meeting of the Board of Directors,
however called and noticed or wherever held, shall be as valid as though taken at a meeting duly
held after regular call and notice if (a) a quorum is present, and (b) either before or after the
meeting each of the directors not present signs a written waiver of notice, a consent to holding
the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the
purpose of the meeting. Notice of a meeting also shall be deemed given to any director who
attends the meeting without protesting before or at its commencement about the lack of adequate
notice.
4.12. Quorum of Board of Directors. At all meetings of the Board of Directors, a
majority of the directors shall constitute a quorum for the transaction of business, and the votes
of a majority of the directors present at a meeting at which a quorum is present shall constitute
the decision of the Board of Directors, unless otherwise specifically provided in these Bylaws or
the Declaration. A meeting at which a quorum is initially present may continue to transact
business, notwithstanding the withdrawal of directors, if any action taken is approved by at least
a majority of the required quorum for that meeting. If any meeting of the Board cannot be held
because a quorum is not present, a majority of the directors present at such meeting may adjourn
the meeting to a time not less than five nor more than thirty (30) days from the date of the
original meeting. At the reconvened meeting, if a quorum is present, any business which might
have been transacted at the meeting originally called may be transacted without further notice.
4.13. Compensation. No director shall receive any compensation from the Association
for acting as such unless approved by Members representing a majority of the total Class "A"
votes in the Association at a regular or special meeting of the Association. Any director may be
reimbursed for expenses incurred on behalf of the Association upon approval of a majority of the
other directors. Nothing herein shall prohibit the Association from compensating a director, or
any entity with which a director is affiliated, for services or supplies furnished to the Association
in a capacity other than as a director pursuant to a contract or agreement with the Association,
provided that such director's interest was made known to the Board prior to entering into such
contract and such contract was approved by a majority of the Board of Directors, excluding the
interested director.
4.14. Conduct of Meetings. The President shall preside over all meetings of the Board
of Directors, and the Secretary shall keep a minute book of meetings of the Board of Directors,
recording all resolutions adopted by the Board of Directors and all transactions and proceedings
occurring at such meetings.
4.15. Open Meetings. Subject to the provisions of Section 4.15, all meetings of the
Board shall be open to all Members except for (i) meetings between the Board and its attorney
with respect to proposed or pending litigation where the contents of the discussion would
otherwise be governed by the attorney-client privilege; or(ii) meetings between the Board and its
attorney with respect to meetings held for the purposes of discussing personnel matters. A
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Member other than directors may not participate in any discussion or deliberation unless
permission to speak is requested on his or her behalf by a director. In such case, the President
may limit the time any Member may speak. Notwithstanding the above, the President may
adjourn any meeting of the Board of Directors and reconvene in executive session, excluding
Members, to discuss matters of a sensitive nature with the Association attorneys which would be
subject to the attorney client privilege.
4.16. Action Without a Formal Meeting. Any action to be taken at a meeting of the
directors or any action that may be taken at a meeting of the directors may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the
directors, and such consent shall have the same force and effect as a unanimous vote.
4.17. Powers. The Board of Directors shall have all of the powers and duties necessary
for the administration of the Association's affairs and for performing all responsibilities and
exercising all rights of the Association as set forth in the Declaration, these Bylaws, the Articles,
and as provided by law. The Board may do or cause to be done all acts and things as are by the
Declaration, Articles, these Bylaws, or Florida law directed to be done and exercised exclusively
by the Members or the membership generally.
4.18. Duties. The duties of the Board shall include, without limitation:
(a) preparation and adoption of annual budgets and establishing each
Member's share of the Common Expenses;
(b) levying and collecting assessments from the Members to fund the
Common Expenses;
(c) providing for the operation, care, upkeep, and maintenance of the Area of
Common Responsibility;
(d) designating, hiring, and dismissing the personnel necessary to carry out
the rights and responsibilities of the Association and, where appropriate, providing for the
compensation of such personnel and for the purchase of equipment, supplies, and materials to be
used by such personnel in the performance of their duties;
(e) depositing all funds received on behalf of the Association in a bank
depository which it shall approve, and using such funds to operate the Association; provided, any
reserve fund may be deposited, in the directors' best business judgment, in depositories other
than banks;
(f) making and amending rules and regulations;
(g) opening of bank accounts on behalf of the Association and designating the
signatories required;
(h) making or contracting for the making of repairs, additions, and
improvements to or alterations of the Common Area in accordance with the Declaration and
these Bylaws;
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(i) enforcing by legal means the provisions of the Declaration, these Bylaws,
and the rules adopted by it and bringing any proceedings which may be instituted on behalf of or
against the Members concerning the Association;
(j) obtaining and carrying property and liability insurance and fidelity bonds,
as provided in the Declaration, paying the cost thereof, and filing and adjusting claims, as
appropriate;
(k) paying the cost of all services rendered to the Association or its Members
and not chargeable directly to specific Members;
(1) keeping books with detailed accounts of the receipts and expenditures of
the Association;
(m) making available to any prospective purchaser of a Parcel, any Member,
and the holders, insurers, and guarantors of any Mortgage on any Parcel, current copies of the
Declaration, the Articles of Incorporation, the Bylaws, rules and all other books, records, and
financial statements of the Association;
(n) permitting utility suppliers to use portions of the Common Area
reasonably necessary to the ongoing development or operation of The Properties;
(o) indemnifying a director, officer or committee member, or former director,
officer or committee member of the Association in accordance with Florida law, and in
accordance with the Articles of Incorporation and the Declaration; and
(p) assisting in the resolution of disputes between Members and others
without litigation, as set forth in the Declaration.
4.19. Right of Class "B" Member to Disapprove Actions. So long as the Class "B"
membership exists, the Class "B" Member shall have a right to disapprove any action, policy or
program of the Association, the Board and any committee which, in the judgment of the Class
"B" Member, would tend to impair rights of the Declarant under the Declaration or these
Bylaws, or interfere with development, construction of any portion of The Properties or diminish
the level of services being provided by the Association.
No such action, policy or program shall become effective or be implemented until and
unless:
(a) The Class "B" Member shall have been given written notice of all
meetings and proposed actions approved at meetings of the Association, 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 of the Association, as it may change from time to
time, which notice complies as to the Board of Directors meetings with Sections 4.8, 4.9 and
4.10 of these Bylaws and which notice shall, except in the case of the regular meetings held
pursuant to the Bylaws, set forth in reasonable particularity the agenda to be followed at said
meeting; and
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(b) The Class "B" Member 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 which would be subject to the right of disapproval set
forth herein. The Class "B" Member, its representatives or agents shall make its concerns,
thoughts, and suggestions known to the Board and/or the members of the subject committee.
The Class "B" Member shall have and is hereby granted a right to disapprove any such action,
policy, or program authorized by the Association, the Board of Directors or any committee
thereof, if Board, committee, or Association approval is necessary for such action. This right
may be exercised by the Class "B" Member, its successors, assigns, 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
Association. The Class "B" Member shall not use its right to disapprove to reduce the level of
services which the Association is obligated to provide or to prevent capital repairs or any
expenditure required to comply with applicable laws and regulations.
4.20. Management. The Board of Directors may employ for the Association a
professional management agent or agents at such compensation as the Board may establish, to
perform such duties and services as the Board shall authorize. The Board of Directors may
delegate such powers as are necessary to perform the manager's assigned duties, but shall not
delegate policy-making authority or those duties set forth in Sections 4.18(a) and 4.18(i). The
Declarant, or an affiliate of the Declarant, may be employed as managing agent or manager.
The Board of Directors may delegate to one of its members the authority to act on behalf
of the Board of Directors on all matters relating to the duties of the managing agent or manager,
if any, which might arise between meetings of the Board of Directors.
The Association shall not be bound, either directly or indirectly by any management
contract executed during the Class "B" Control Period unless such contract contains a right of
termination exercisable by the Association, with or without cause and without penalty, at any
time after termination of the Class "B" Control Period upon not more than ninety (90) days'
written notice.
4.21. Accounts and Reports. The following management standards of performance
shall be followed unless the Board by resolution specifically determines otherwise:
(a) accrual accounting, as defined by generally accepted accounting
principles, shall be employed;
(b) accounting and controls should conform to generally accepted accounting
principles;
(c) cash accounts of the Association shall not be commingled with any other
accounts;
(d) no remuneration shall be accepted by the managing agent from vendors,
independent contractors, or others providing goods or services to the Association, whether in the
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form of commissions, finder's fees, service fees, prizes, gifts, or otherwise; anything of value
received shall benefit the Association;
(e) any financial or other interest which the managing agent may have in any
firm providing goods or services to the Association shall be disclosed promptly to the Board of
Directors;
(f) commencing at the end of the quarter in which the first Parcel is sold and
closed, financial reports shall be prepared for the Association at least quarterly containing:
(i) an income statement reflecting all income and expense activity for
the preceding period on an accrual basis;
(ii) a statement reflecting all cash receipts and disbursements for the
preceding period;
(iii) a variance report reflecting the status of all accounts in an "actual"
versus "approved" budget format;
(iv) a balance sheet as of the last day of the preceding period; and
(v) a delinquency report listing all Members who are delinquent in
paying any assessments at the time of the report and describing the status of any action to collect
such assessments which remain delinquent (Any assessment or installment thereof shall be
considered to be delinquent on the fifteenth day following the due date unless otherwise
specified by resolution of the Board of Directors); and
(g) an annual report consisting of at least the following shall be made
available to all Members within one hundred twenty (120) days after the close of the fiscal year:
(1) a balance sheet; (2) an operating (income) statement; and (3) a statement of changes in
financial position for the fiscal year. Such annual report shall be prepared on an audited or
reviewed basis, as determined by the Board, by an independent public accountant. During the
Class "B" Control Period, the annual report shall include certified financial statements.
4.22. Borrowing. The Association shall have the power to borrow money for any legal
purpose. During the Class "B" Control Period, no Mortgage lien shall be placed on any portion
of the Common Area without the affirmative vote or written consent, or any combination thereof,
of Members representing at least 51% of the total Class "A"votes in the Association.
4.23. Rights of the Association. Subject to the requirements of Section 4.26 below, the
Association shall have the right to contract with any Person for the performance of various duties
and functions. This right shall include, without limitation, the right to enter into common
management, operational, or other agreements with trusts, condominiums, cooperatives, or other
Members or sub-associations, both within and outside The Properties. Such agreements shall
require the consent of a majority of the total number of directors of the Association.
4.24. Enforcement. In addition to such other rights as are specifically granted under the
Declaration, the Board shall have the power to impose reasonable fines not to exceed the amount
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allowed by law, which shall constitute a lien upon the Parcel of the violator, and to suspend a
Member's right to vote or any person's right to use the Common Area for violation of any duty
imposed under the Declaration, these Bylaws, or any rules and regulations duly adopted
hereunder; provided, however, nothing herein shall authorize the Board to limit ingress and
egress to or from a Parcel. Notwithstanding the foregoing, the Member's right to vote may only
be suspended due to the nonpayment of regular annual assessments that are delinquent in excess
of ninety (90) days. In addition, the Board may suspend any services provided by the
Association to a Member or the Member's Parcel if the Member is more than thirty (30) days
delinquent in paying any assessment or other charges owed to the Association. In the event that
any occupant, guest or invitee of a Parcel violates the Declaration, Bylaws, or a rule and a fine is
imposed, the fine shall first be assessed against the occupant; provided, however, if the fine is
not paid by the occupant within the time period set by the Board, the Member shall pay the fine
upon notice from the Association. The failure of the Board to enforce any provision of the
Declaration, Bylaws, or any rule shall not be deemed a waiver of the right of the Board to do so
thereafter.
(a) Notice. Prior to the imposition of any sanction hereunder or under the
Declaration, the Board or its delegate shall serve the alleged violator with written notice
describing (i) the nature of the alleged violation, (ii) the proposed sanction to be imposed, (iii) a
period of not less than fourteen (14) days within which the alleged violator may present a written
request for a hearing to the Board or the Covenants Committee, if any, appointed pursuant to
Article VI; and (iv) a statement that the proposed sanction shall be imposed as contained in the
notice unless a challenge is begun within fourteen (14) days of the notice. If a timely challenge
is not made, the sanction stated in the notice shall be imposed; provided the Board of Directors,
or the Covenants Committee may, but shall not be obligated to, suspend any proposed sanction if
the violation is cured within the 14 day period. Such suspension shall not constitute a waiver of
the right to sanction future violations of the same or other provisions and rules by any Person.
(b) Hearing. If a hearing is requested within the allotted 14 day period, the
hearing shall be held before the Covenants Committee, as defined in Section 6.2. The alleged
violator shall be afforded a reasonable opportunity to be heard. Prior to the effectiveness of any
sanction hereunder, proof of proper notice shall be placed in the minutes of the meeting. Such
proof shall be deemed adequate if a copy of the notice, together with a Statement of the date and
manner of delivery, is entered by the officer, director, or agent who delivered such notice. The
notice requirement shall be deemed satisfied if the alleged violator appears at the meeting. The
minutes of the meeting shall contain a written statement of the results of the hearing and the
sanction, if any, imposed.
(c) Appeal. Following a hearing before the Covenants Committee, the
violator shall have the right to appeal the decision to the Board of Directors. To perfect this
right, a written notice of appeal must be received by the manager, President, or Secretary of the
Association within fourteen (14) days after the hearing date.
(d) Additional Enforcement Rights. Notwithstanding anything to the contrary
in this Article, the Board may elect to enforce any provision of the Declaration, these Bylaws or
the rules of the Association, by self-help (specifically including, but not limited to, the towing of
vehicles that are in violation of parking rules and regulations) or, following compliance with the
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procedures set forth in Article XIV of the Declaration, by suit, at law or in equity, to enjoin any
violation or to recover monetary damages, or both, without the necessity of compliance with the
procedure set forth above. In any such action, to the maximum extent permissible, the Member
or occupant responsible for the violation of which abatement is sought shall pay all costs,
including reasonable attorneys' fees actually incurred.
4.25. Budget. The Board shall adopt a detailed budget for each calendar year that shall
include the estimated funds required to defray the Common Expenses and to provide and
maintain funds for the foregoing accounts according to good accounting practices. On or before
fourteen (14) days prior to the meeting of the Board at which a budget for the Association is to
be considered for adoption by the Board, a copy thereof shall be posted at the office of the
Association together with a notice of the meeting at which the budget will be considered which
notice shall state the time and place of the meeting. The budget shall be determined by the
Board no later than sixty(60) days prior to the commencement of the budget year.
4.26. Contracts for Products and Services. Any contract that is not to be fully
performed within one (1) year after the making thereof for the purchase, lease, or renting of
materials or equipment to be used by the Association in accomplishing its obligations hereunder
and under the Association Documents and all contracts for services, shall be in writing.
(a) Competitive Bidding. If a contract for the purchase, lease, or renting of
materials or equipment, or for the provision of services, requires payment by the Association that
exceeds ten percent (10%) of the total annual budget of the Association, including reserves, the
Association must obtain competitive bids for the materials, equipment, or services; provided,
however, the Association shall not be obligated to accept the lowest bid for the materials,
equipment or services. This competitive bidding requirement shall not apply to contracts to
provide materials, equipment, or services provided to the Association under a local government
franchise agreement by a franchise holder; contracts with business entities that are the only
source of materials, equipment, or services within the county serving the Association; contracts
with employees of the Association; or contracts for attorney, accountant, architect, community
association manager, engineering, and landscape architect services.
(b) Renewal of Contracts. If a contract was awarded under the competitive
bid procedures of this Section, any renewal of that contract is not subject to such competitive bid
requirements if the contract contains a provision that allows the Board to cancel the contract on
thirty (30) days' notice.
(c) Management Contract. A contract with a Manager, if made by a
competitive bid, may be made for up to three (3) years.
(d) Emergencies. Nothing contained in this Section is intended to limit the
ability of an association to obtain needed products and services in an emergency.
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ARTICLE V
OFFICERS
5.1. Officers. The officers of the Association shall be a President, Vice President,
Secretary, and Treasurer. The President, Vice President, Secretary, and Treasurer shall be
elected from among the members of the Board. The Board of Directors may appoint such other
officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it
shall deem desirable, such officers to have the authority and perform the duties prescribed by the
Board of Directors. Such other officers may,but need not be members of the Board. Any two or
more offices may be held by the same person, except the offices of President and Secretary.
5.2. Election and Term of Office. The officers of the Association shall be elected
annually by the Board of Directors at the first meeting of the Board of Directors following each
annual meeting of the Members.
5.3. Removal and Vacancies. Any officer may be removed by the Board of Directors
whenever in its judgment the best interests of the Association will be served thereby. A vacancy
in any office arising because of death, resignation, removal or otherwise may be filled by the
Board of Directors for the unexpired portion of the term.
5.4. Powers and Duties. The officers of the Association shall each have such powers
and duties as generally pertain to their respective offices, as well as such powers and duties as
may specifically be conferred or imposed by the Board of Directors. The President shall be the
chief executive officer of the Association. The Treasurer shall have primary responsibility for
the preparation of the budget as provided for in the Declaration and may delegate all or part of
the preparation and notification duties to a finance committee, management agent, or both.
5.5. Resignation. Any officer may resign at any time by giving written notice to the
Board of Directors, the President, or the Secretary. Such resignation shall take effect on the date
of the receipt of such notice or at any later time specified therein and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it effective.
5.6. Agreements, Contracts, Deeds, Leases, Checks, Etc. All agreements, contracts,
deeds, leases, checks, and other instruments of the Association shall be executed by at least two
officers or by such other person or persons as may be designated by resolution of the Board of
Directors.
5.7. Compensation. Compensation of officers shall be subject to the same limitations
as compensation of directors under Section 4.13 hereof.
ARTICLE VI
COMMITTEES
6.1. General. The Board may appoint such committees at it deems appropriate to
perform such tasks and to serve for such periods as the Board may designate by resolution. Each
committee shall operate in accordance with the terms of such resolution.
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6.2. Covenants Committee. In addition to any other committees which the Board may
establish pursuant to Section 6.1, the Board of Directors may appoint a Covenants Committee
consisting of at least three and no more than seven Members, which must be appointed by the
Board and are not officers, directors, or employees of the Association, or the spouse, parent,
child, brother or sister of an officer, director, or employee. Acting in accordance with the
provisions of the Declaration, these Bylaws, and resolutions the Board may adopt, the Covenants
Committee, if established, shall be the hearing tribunal of the Association and shall conduct all
hearings held pursuant to Section 4.24 of these Bylaws.
ARTICLE VII
MISCELLANEOUS
7.1. Fiscal Year. The fiscal year of the Association shall be set by resolution of the
Board of Directors. In the absence of a resolution, the fiscal year shall be the calendar year.
7.2. Parliamentary Rules. Except as may be modified by Board resolution, Robert's
Rules of Order(current edition) shall govern the conduct of Association proceedings when not in
conflict with Florida law, the Articles of Incorporation, the Declaration, or these Bylaws.
7.3. Conflicts. If there are conflicts between the provisions of Florida law the Articles
of Incorporation, the Declaration, and these Bylaws, the provisions of Florida law, the
Declaration, the Articles of Incorporation, and the Bylaws (in that order) shall prevail.
7.4. Books and Records.
(a) Inspection by Members and Mortgagees. The Board shall make available
for inspection and copying by any holder, insurer or guarantor of a first Mortgage on a Parcel,
any Member, or the duly appointed representative of any of the foregoing at any reasonable time
and for a purpose reasonably related to his or her interest in a Parcel, the Declaration, Bylaws,
Articles of Incorporation and any Association rules which may be adopted, any amendments to
the foregoing, the rules of the Association, the membership register, books of account, copies of
any plans, specifications, permits and warranties for any improvements located on the Common
Areas, a current roster of all Members and their addresses and parcel identification numbers, a
copy of all Association insurance policies, a copy of all contracts to which the Association is a
party, a copy of all bids received for work in the preceding year, and the minutes of meetings for
the preceding seven (7) years of the Members, the Board, and committees. The Board shall
provide for such inspection to take place at the office of the Association or at such other place
within The Properties as the Board shall designate.
(b) Rules for Inspection. The Board shall establish reasonable rules with
respect to:
(i) notice to be given to the custodian of the records;
(ii) hours and days of the week when such an inspection may be made;
and
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(iii) payment of the cost of reproducing copies of documents requested.
(c) Inspection By Directors. Every director shall have the absolute right at
any reasonable time to inspect all books, records, and documents of the Association and the
physical properties owned or controlled by the Association. The right of inspection by a director
includes the right to make a copy of relevant documents at the expense of the Association.
7.5. Notices. Unless otherwise provided in these Bylaws, all notices, demands, bills,
statements, or other communications under these Bylaws shall be in writing and shall be deemed
to have been duly given if delivered personally or if sent by United States mail, first class
postage prepaid:
(a) if to a Member or Members, at the address which the Member or Members
has/have designated in writing and filed with the Secretary or, if no such address has been
designated, at the address of the Parcel of such Member or Members or, if no such address has
been established, at the address for such Member or Members as set forth in the deed wherein the
Parcel was conveyed to such Member or Members; or
(b) if to the Association, the Board of Directors, or the managing agent, at the
principal office of the Association or the managing agent, if any, or at such other address as shall
be designated by notice in writing to the Members pursuant to this Section.
7.6. Amendment.
(a) By Class "B" Member. Prior to the conveyance of the first Parcel by
Declarant, the Class "B" Member may unilaterally amend these Bylaws. After such conveyance,
and before termination of the Class "B" Control/Conflict Period, the Class "B" Member may
unilaterally amend these Bylaws at any time and from time to time if such amendment is (a)
necessary to bring any provision hereof into compliance with any applicable governmental
statutes, rule or regulation, or judicial determination; (b) necessary to enable any reputable title
insurance company to issue title insurance coverage on any Parcel(s); (c) required by an
institutional or governmental lender or purchaser of mortgage loans, including, for example, the
Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, to enable
such lender or purchaser to make or purchase mortgage loans on any Parcel(s); or (d) necessary
to enable any governmental agency or reputable private insurance company to guarantee or
insure mortgage loans on any Parcel(s); provided, however, any such amendment shall not
materially and adversely affect the title to any Parcel unless the Member shall consent thereto in
writing.
(b) By Members Generally. Except as provided above, these Bylaws may be
amended only by the affirmative vote or written consent, or any combination thereof, of
Members representing 75% of the total Class "A" votes in the Association, and the consent of
the Class "B" Member prior to the termination of the Class "B" Control/Conflict Period. In
addition, the approval requirements set forth in the Declaration shall be met if applicable.
Notwithstanding the above, the percentage of votes necessary to amend a specific clause shall
not be less than the prescribed percentage of affirmative votes required for action to be taken
under that clause.
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(c) Validity and Effective Date of Amendments. Amendments to these
Bylaws shall become effective upon recordation in the land records of Collier County, Florida,
unless a later effective date is specified therein. Any procedural challenge to an amendment
must be made within six months of its recordation or such amendment shall be presumed to have
been validly adopted. In no event shall a change of conditions or circumstances operate to
amend any provisions of these Bylaws.
If a Member consents to any amendment to the Declaration or these Bylaws, it will be
conclusively presumed that such Member has the authority so to consent and no contrary
provision in any Mortgage or contract between the Member and a third party will affect the
validity of such amendment.
No amendment may remove, revoke, or modify any right or privilege of Declarant
without the written consent of Declarant or the assignee of such right or privilege.
7.7. Controlling Agreement. To the extent any provisions contained herein
conflict with the Declaration, the provisions contained in the Declaration shall supercede such
conflicting provisions contained herein. Likewise, to the extent any provisions contained herein
conflict with the Articles of Incorporation, the provisions contained in the Articles of
Incorporation shall supercede such conflicting provisions contained herein.
Dated this of r�'�' � , 2019
Directors:
David E. Tw" i
Gary H. ns
-
Silvana M. Navarro
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EXHIBIT"E"
URBAN STORMWATER MANAGEMENT PROGRAM
1. Introduction
This document provides details of the Urban Stormwater Management Program for Sapphire
Cove (fka Estilo) in Collier County, Florida. This Plan discusses non-structural controls,
intended to improve the quality of stormwater runoff by reducing the generation and
accumulation of potential stormwater runoff contaminants at or near the respective sources for
each constituent, along with significant structural components of the primary stormwater
treatment system. Although many of the methodologies and procedures outlined in this
document are general Best Management Practices (BMP's) which can be useful in attenuating
pollutants in many types of urbanized settings, the implementation of these practices has been
optimized, to the maximum extent possible, to reflect the unique character of Sapphire Cove (fka
as Estilo) and the surrounding hydrologic features.
Pollution prevention guidelines are provided for the areas of (1) nutrient and pesticide
management; (2) street sweeping; (3) solid waste management; (4) operation and maintenance of
the stormwater management and treatment system; (5) routine water quality testing; and (6)
construction activities. A discussion of each of these activities is given in the following sections.
2. Nutrient and Pesticide Management
Nutrient and pesticide management consists of a series of practices designed to manage the use
of fertilizers and pesticides so as to minimize loss of these compounds into stormwater runoff
and the resulting water quality impacts on adjacent waterbodies. Implementation of a
management plan will also maximize the effectiveness of the nutrients and pesticides that are
applied.
Each Owner must commit themselves to the practice of responsible and careful landscape design
and maintenance of each Parcel to prevent contamination of surface waters. The guidelines
included in this section are intended to help Owners make educated environmental choices
regarding the maintenance of individual yards within the community. These maintenance and
management guidelines are meant to promote an attractive neighborhood that preserves the
health of adjacent waterways and environmental features.
2.1 General Requirements
A landscape plan must be developed for each residence. The plan must be comprehensive in
nature and follow the landscape design guidelines established by the Association and must
promote revegetation of each lot as quickly as possible.
Commercial applicators of chemical lawn products must register with the Association annually
and provide a copy of their current occupational license, proof of business liability insurance,
and proof of compliance with applicable education and licensing requirements. Individual
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employees working under the direction of a licensed commercial applicator are exempt from the
educational requirements.
Only registered commercial applicators and individual lot owners are permitted to apply
chemicals within the property on a private lot. All chemical products must be used in
accordance with the manufacturer's recommendations. The application of any chemical product
within five (5) feet of any surface water including but not limited to ponds, lakes, drainage
ditches or canals, is prohibited. The use of any chemical product in a manner that will allow
airborne or waterborne entry of such products into surface water is prohibited. This rule shall
not apply to the use of chemical agents, by certified lake management specialists, for the control
of algae and vegetation within the stormwater lakes or ponds.
2.2 Nutrient Management Program
Management and application of nutrients and fertilizers in Sapphire Cove will adhere to the
following guidelines:
A. All fertilizers shall be stored in a dry storage area protected from rainfall and
ponding.
B. No fertilizer containing in excess of 2% phosphate/phosphorus (P2O5) per
guaranteed analysis label (as defined by Chapter 576, Florida Statutes) shall be
applied to turf grass unless justified by a soil test.
C. Fertilizer containing in excess of 2% phosphate/phosphorus (P2O5) per
guaranteed analysis label shall not be applied within 5 feet of the edge of water or
within 5 feet of a drainage facility.
D. All fertilizer shall be applied such that spreading of fertilizer on all impervious
surfaces is minimized.
E. Liquid fertilizers containing in excess of 2% phosphate/phosphorus (P2O5) per
guaranteed analysis label shall not be applied thorough an irrigation system within
10 feet of the edge of water or within 10 feet of a drainage facility.
F. Liquid fertilizers containing in excess of 2% phosphate/phosphorus (P2O5) per
guaranteed analysis label shall not be applied through high or medium mist
application or directed spray application within 10 feet of the edge of water or
within 10 feet of a drainage facility.
2.3 Pest Management Program
Proper maintenance of plants and turf areas will minimize the ability of pests to successfully
attack landscaping. Several general guidelines follow:
A. Apply fertilizer and water only when needed and in moderate amounts. Excessive
amounts of either can cause rapid growth that is attractive to insects and disease.
B. Mow St. Augustine grass to a height of 3-4 inches. If cut shorter, the plants may
become stressed and more vulnerable to pest infestation. Each mowing should
remove no more than one-third of the leaf blade, and those cuttings should remain
on the lawn to decompose.
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C. It is recommended that pesticides, fungicides, and herbicides be used only in
response to a specific problem and in the manner and amount recommended by
the manufacturer to address the specific problem. Broad application of pesticides,
fungicides and herbicides as a preventative measure is strongly discouraged.
The use of pesticides, fungicides, or herbicides is limited to products that meet the following
criteria:
A. Must be consistent with the USDA-NRCS Soil Rating for Selecting Pesticides
B. Must have the minimum potential for leaching into groundwater or loss from
runoff
C. Products must be EPA-approved
D. The half-life of products used shall not exceed seventy (70) days
3. Street Sweeping
This practice involves sweeping and vacuuming the primary streets to remove dry weather
accumulation of pollutants, especially particulate matter, before wash-off of these pollutants can
occur during a storm event. This practice reduces the potential for pollution impacts on
receiving waterbodies by removing particulate matter and associated chemical constituents.
Although street cleaning operations are frequently conducted primarily for aesthetic purposes,
the primary objective of the street sweeping program for Sapphire Cove is to improve the quality
of stormwater runoff generated from impervious traffic areas. Street sweeping activities can be
particularly effective during periods of high leaf fall by removing solid leaf material and the
associated nutrient loadings from roadside areas where they could easily become transported
. within stormwater flow.
Street sweeping operations will be performed in Sapphire Cove at a minimum frequency of one
event every other month. A licensed vendor using a vacuum-type sweeping device will perform
all street sweeping activities. Sweeping activities during each event will include all primary
street surfaces. Disposal of the collected solid residual will be the responsibility of the street
sweeping vendor.
4. Solid Waste Management
In general, solid waste management involves issues related to the management and handling of
urban refuse, litter and leaves that will minimize the impact of these constituents as water
pollutants.
Maintenance of adequate sanitary facilities for temporarily storing refuse on private premises
prior to collection is considered the responsibility of the individual Owner. Local requirements
for refuse collection will be brought to the attention of every Owner at closing for the sale of the
property. Information will be distributed as necessary stating specifications for containers,
separation of waste by type, where to place containers prior to collection, and established
collection schedules.
Fallen tree leaves and other vegetation, along with grass clippings, may become direct water
pollutants when they are allowed to accumulate in swales and street gutters. All Owners will
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receive periodic educational materials that address proper disposal of leaves and other vegetation
to minimize water quality impacts.
5. Stormwater Management and Treatment System
The stormwater management system for Sapphire Cove is designed to maximize the attenuation
of stormwater generated pollutants prior to discharge to the off-site wetland systems.
Operational details and maintenance requirements of the various system components are given in
the following sections.
5.1 Wet Detention Lakes and Lake Interconnect Pipes
The basic element of the stormwater management system consists of a series of interconnected
wet detention ponds that provide stormwater treatment through a variety of physical, biological,
and chemical processes. A wet detention pond acts similar to a natural lake by temporarily
detaining stormwater runoff, allowing opportunities for treatment processes to occur, prior to
slow controlled discharge of the treated water through the outfall structure. Pollutant removal
processes in wet detention systems occur during the quiescent period between storm events.
Significant removal processes include gravity settling of particulate matter; biological uptake of
nutrients and other ions by aquatic plants, algae and microorganisms; along with natural
chemical flocculation and complexation processes.
Maintenance of the wet detention ponds will consist of an annual inspection. During each annual
inspection, the following items will be reviewed and corrected as necessary:
A. Inspect the outfall structure and orifices to ensure free-flowing conditions and
overall engineering stability of the outfall system.
B. Review the banks of the lakes and canals to ensure proper side slope stabilization
and inspect for signs of excessive seepage that may indicate areas of excessive
groundwater flow and possible subsurface channeling.
C. Physically evaluate each of the lakes and canals for evidence of excessive
sediment accumulation or erosion.
D. Inspect the planted aquatic vegetation in the littoral zone to ensure that the desired
vegetation species, percent coverage, and density are maintained.
At the completion of the inspections, a written inspection report will be prepared, listing any
deficiencies that need to be addressed or corrected by the Association.
5.2 Stormwater Inlets, Pipes and Culverts
The grates should be unobstructed and the bottom, inside the inlet, should be clean. Check for
any accumulation of sediment, trash such as garbage bags, or debris in the culverts connecting
these inlets. Flushing out with a high-pressure hose may clean some sediment. Any noted
blockage (due to a possible obstruction, or broken pipe, etc.) should prompt further investigation.
Crushed or corroded culverts should be replaced with new ones of the same size.
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5.3 Swales and Grassed Water Storage Areas
These provide for conveyance and/or above-ground (or surface) storage of stormwater. With
age, these areas usually fill in with vegetation and sediment. Swales may need to be regraded
and/or revegetated. It is a good idea to compare the existing slope and dimensions of the swale
with the permitted design plans prior to the removal of excess sediment or regrading. Areas that
show erosion should be stabilized with appropriate material such as sod, planting, rock, sand
bags, or other synthetic geotextile material.
Regular mowing of grass swales is essential. These areas also improve water quality by catching
sediment and assimilating nutrients, and recharge the underground water table. Remove any
undesirable exotic vegetation. Culverts underneath driveways should be checked for blockage,
and, if necessary, flushed with a high-pressure hose. After a storm, swales may remain wet for
an extended period of time. This is normal and the water will recede gradually.
5.4 Ditches or Canals
Fill material, yard waste, clippings and vegetation, sediment, trash, appliances, garbage bags,
shopping carts, tires, cars, etc. should be completely removed. Also check to make sure there are
no dead trees or any type of obstructions which could block the drainage flow way.
Maintenance cleaning/excavation must be limited to the same depth, width and side slope as
approved in the current permit. Making a ditch deeper or wider may trigger a need for a permit
modification. Provisions must also be made to prevent any downstream silting or turbidity
(Contact the SFWMD Resource Compliance staff if you are unsure or need clarification.) Be
sure to dispose of all removed material properly so it won't affect any other water storage or
conveyance system, environmental area, or another owner's property.
5.5 Outfall Structure (also called the Discharged Control Structure or Weir)
The outfall structure should be routinely inspected to determine if any obstructions are present or
repairs are needed. Trash or vegetation impeding water flow through the structure should be
removed. The structure should have a "baffle" or trash collector to prevent flow blockage and
also hold back any floating oils from moving downstream. Elevations and dimensions should be
verified annually with all current permit information. Periodic inspections should then be
regularly conducted to make sure these structures maintain the proper water levels and the ability
to discharge.
5.6 Earthen Embankments (Dikes and Berms)
Check for proper elevations, width and stabilization. Worn down berms - especially if used by
all-terrain vehicles or equestrian traffic — and rainfall — created washouts should be immediately
repaired, compacted and re-vegetated.
6. Water Quality Testing
To ensure proper operation of the overall treatment system, monitoring will be performed at the
outfall from Sapphire Cove if there is a flow over the weirs. According to the proposed Water
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Quality Monitoring Plan, monitoring may occur 3 times a year, once during the dry season
(February/March) and twice during the wet season (August/September). A manual grab sample
will be collected at the outfall location and analyzed for various constituents and parameters as
described in the Surface Water Quality Monitoring Plan. Trained and certified personnel will
perform sample collection and laboratory analysis. The results of the laboratory analyses will be
submitted to South Florida Water Management District as part of an annual water quality
monitoring report by December 31 of each year.
7. Construction Activities
A Stormwater Pollution Prevention Plan (SWPPP) has been prepared for construction activities
to minimize activities contamination that may be caused by erosion and sedimentation during the
construction process. The plan includes provisions related to soil stabilization, structural erosion
controls, waste collection disposal, offsite vehicle tracking, spill prevention and maintenance and
inspection procedures. A copy of the SWPPP is attached hereto and made a part of hereof.
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CONSTRUCTION POLLUTION PREVENTION PLAN
for
Sapphire Cove
SITE DESCRIPTION
Project Name and Sapphire Cove Owner Name and
Location: (Latitude, Collier County, Florida Address:
Longitude,or Address)
Description: (Purpose
and Types of Soil
Disturbing Activities)
Construction in this project will generally consist of site clearing, lake excavation, and construction of roadways, utility
infrastructure, and multi-use vertical construction.
Soil disturbing activities will include: clearing and grubbing, installing a stabilized construction entrance, perimeter berming and
other erosion and sediment controls; grading; excavation for the storm water management lake, storm sewer, utilities, and building
foundations; construction of curb and gutter, road, and parking areas; and preparation for final planting, sodding, seeding and
mulching.
Runoff Coefficient: See SFWMD permit application
Site Area: Acres
Sequence of Major Activities:
The order of activities will be as follows:
1. Installation of stabilized construction entrance. 9. Complete grading, subgrade and base course construction.
2. Partial clearing and grubbing. 10. Complete final paving.
3. Install perimeter berm(s)or silt fences with straw bale 11. Complete landscape grading and install permanent seeding
barrier(s) adjacent to wetland areas. and plantings.
4. Continue clearing and grading. 12. When all construction activity is complete and the site is
5. Construction of storm water management lakes stabilized, remove temporary earth berms,straw bale
6. Stockpile excavated soil. barriers and filter fences and re-seed any areas disturbed by
7. Stabilize denuded areas and stockpiles within 21 days of their removal.
last construction activity in that area.
8. Install utilities, storm sewer,curb and gutter.
Name of Receiving
Waters:
CONTROLS
Erosion and Sediment Controls
Stabilization Practices
Temporary Stabilization: Top soil stock piles and disturbed portions of the site where construction activity temporarily cease for at
least 21 days will be stabilized with temporary seed and mulch no later than 14 days from the last construction activity in that area.
The seed shall be Bahia, millet, rye, or other fast-growing grasses. Prior to seeding, fertilizer or agricultural limestone shall be
applied to each area to be temporarily stabilized. After seeding, each area shall be mulched with the mulch disked into place.
Areas of the site which will be paved will be temporarily stabilized by applying limerock subgrade until bituminous pavement can be
applied.
Permanent Stabilization: Disturbed portions of the site, where construction activities permanently cease, shall be stabilized with
sod, seed and mulch, landscaping, and/or other equivalent stabilization measures (e.g., rip-rap, geotextiles) no later than 14 days
after the date of the last construction activity. The sod shall typically be Floratam or Bahia sod. Prior to seeding, fertilizer or
agricultural limestone shall be applied to each area to be temporarily stabilized. After seeding, each area shall be mulched with the
mulch disked into place.
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CONTROLS (Continued)
Structural Practices
Silt Fence/Straw Bale Barrier-will be constructed along those areas of the project that border adjacent wetlands. At a minimum,
the silt fence and/or straw bale barrier will be placed along all wetland buffers and all SFWMD and Corps of Engineers jurisdictional
wetland boundaries.
Straw Bale Drop Inlet Sediment Filter - will be placed around all constructed storm drain inlets immediately upon completion of
construction and shall remain in-place until the contributing drainage area is stabilized. Alternatively, grate inlets can be covered
with filter fabric material until stabilization.
Storm Water Management
The project will utilize a system of lakes to provide the required water quality treatment and attenuation. Discharges from the water
management system will be regulated by a water control structure. This control structure will be used to maintain water levels in the
detention facilities that will maintain or restore the hydroperiod in the wetlands and flowways. The water control structures will also be
used to restrict the discharges from the project as described above.
Spreader swales will be used to disperse flow and dissipate energy of runoff. Spreader swales will be used at the appropriate location to
disperse flows discharged from the water management system into receiving flowways. Spreader swales will be heavily planted with
native vegetation to help buffer the transition from the manmade lakes to the natural systems.
OTHER CONTROLS
Waste disposal:
Waste Materials:
All waste materials will be collected and stored in a trash dumpster which will meet all local and State solid waste management
regulations. All trash and construction debris from the site will be deposited in this dumpster. The dumpster will be emptied as
required due to use and/or State and local regulations, with the trash disposed of at the appropriate landfill operation. No
construction waste materials will be buried onsite. All personnel will be instructed regarding the correct procedure for waste disposal.
Notices stating these practices will be posted in the construction office trailer.
Hazardous Waste:
All hazardous waste materials will be disposed of in the manner specified by local or State regulation or by the manufacturer. Site
personnel will be instructed in these practices.
Sanitary Waste:
All sanitary waste will be collected from the portable units by a local, licensed,sanitary waste management contractor, as required by
local regulation.
Offsite Vehicle
Tracking:
A stabilized construction entrance has been provided to help reduce vehicle tracking of sediments. As they are completed, paved
streets will be swept as needed to remove any excess muck, dirt, or rock tracked from the site. Dump trucks hauling material from
the construction site will be covered with a tarpaulin.
TIMING OF CONTROLS/MEASURES
Installation of hay bail / silt fence barriers (around wetlands) and stabilized construction entrance will be constructed prior to
extensive clearing or grading of any other portions of the site. Areas where construction activity temporarily ceases for more than 21
days will be stabilized with a temporary seed and mulch within 14 days of the last disturbance. Once construction activity ceases
permanently in an area, that area will be stabilized with permanent sod, seed and mulch, landscaping, and/or other equivalent
stabilization measures (e.g., rip-rap, geotextiles). After the entire site is stabilized, the silt fence / straw bale barriers can be
removed.
CERTIFICATION OF COMPLIANCE WITH FEDERAL, STATE, AND LOCAL REGULATIONS
The storm water pollution prevention plan reflects the United States Environmental Protection Agency and the South Florida Water
Management District (SFWMD) requirements for storm water management and erosion and sediment control, as established in the
Chapter 40E-4 FAC and Chapter 373 FS.
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MAINTENANCE/INSPECTION PROCEDURES
Erosion and Sediment Control Inspection and Maintenance Practices
These are the inspection and maintenance practices that will be used to maintain erosion and sediment controls.
• All control measures will be inspected at least once each week and following any storm event of 0.5 inches or greater.
• All measures will be maintained in good working order; if a repair is necessary, it shall be corrected as soon as possible, but in
no case later than 7 days after the inspection.
• Built up sediment will be removed from silt fence when it has reached one-half the height of the fence.
• Silt fence will be inspected for depth of sediment, tears,to see if the fabric is securely attached to the fence posts, and to see
that the fence posts are firmly in the ground.
• Temporary seeding and permanent sodding and planting will be inspected for bare spots,washouts, and healthy growth.
• A maintenance inspection report will be made after each inspection. A copy of the report form to be completed by the inspector
is attached.
• The Owner will appoint one individual who will be responsible for inspections, maintenance and repair activities, and for
completing the inspection and maintenance reports.
• Personnel selected for inspection and maintenance responsibilities will receive training from the site superintendent. They will be
trained in all the inspection and maintenance practices necessary for keeping the erosion and sediment controls used onsite in
good working order.
Non-Storm Water Discharge
It is expected that the following non-storm water discharges will occur from the site during the construction period:
• Water from water line flushings.
• Pavement wash waters (when no spills or leaks of toxic or hazardous materials have occurred).
• Uncontaminated groundwater(from dewatering excavation).
• All non-storm water discharges will be directed to the storm water management facilities prior to discharge.
INVENTORY FOR POLLUTION PREVENTION PLAN
The materials or substances listed below are expected to be present onsite during construction:
• Concrete • Fertilizers
• Detergents • Petroleum Based Products
• Paints(enamel and latex) • Cleaning Solvents
• Metal Studs • Wood
• Asphalt • Masonry Block
• Roof Tiles • Clay or concrete bricks
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SPILL PREVENTION
Material Management Practices
The following are the materials management practices that will be used to reduce the risk of spills or other accidental exposure of
materials and substances to storm water runoff.
Good Housekeeping:
The following good housekeeping practices will be followed onsite during the construction project:
• An effort will be made to store only enough product required to do the job.
• All materials stored onsite will be stored in a neat, orderly manner in their appropriate containers, and if possible, under a roof
or other enclosure.
• Products will be kept in their original containers with the original manufacturer's label.
• Substances will not be mixed with one another unless recommended by the manufacturer.
• Whenever possible, all of a product will be used up before disposing of the container.
• Manufacturers' recommendations for proper use and disposal will be followed.
• The site superintendent will inspect to ensure proper use and disposal of materials onsite.
Hazardous Products:
These practices are used to reduce the risks associated with hazardous materials:
• Products will be kept in original containers unless they are not resealable.
• Original labels and material safety data will be retained;they contain important product information.
• If surplus product must be disposed of, manufacturers' or local and State recommended methods for proper disposal will be
followed.
Product Specific Practices
The following product specific practices will be followed onsite:
Petroleum Products:
All onsite vehicles will be monitored for leaks and receive regular preventive maintenance to reduce the chance of leakage.
Petroleum products will be stored in tightly sealed containers which will be clearly labeled. Any asphalt substances used onsite will
be applied in accordance with the manufacturer's recommendations and standard construction practices.
Fertilizers:
Fertilizers will be applied only in the minimum amounts recommended by the manufacturer. Once applied, fertilizer will be worked
into the soil to limit exposure to storm water. Storage will be in a covered shed. The contents of any partially used bags of fertilizer
will be transferred to a sealable plastic bin to avoid spills.
Paints:
All containers will be tightly sealed and stored when not required for use. Excess paint will not be discharged to the storm sewer
system but will be properly disposed of according to manufacturers' instructions and/or state and local regulations.
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SPILL PREVENTION (Continued)
Spill Control Practices
In addition to the good housekeeping and material management practices discussed in the previous sections of this plan, the
following practices will be followed for spill prevention and cleanup.
• Manufacturers' recommended methods for spill cleanup will be clearly posted and site personnel will be made aware of the
procedures and the location of the information and cleanup supplies.
• Materials and equipment necessary for spill cleanup will be kept in the material storage area onsite. Equipment and
materials will include--but not be limited to--rags,gloves, goggles, kitty litter, sand, and plastic and metal trash containers
specifically for this purpose.
• All spills will be cleaned up as soon as possible after discovery.
• The spill area will be kept well ventilated and personnel will wear appropriate protective clothing to prevent injury from contact
with a hazardous substance.
• Spills of toxic or hazardous material will be reported to the appropriate state or local government agency, regardless of the
size.
• The spill prevention plan will be adjusted to include measures to prevent this type of spill from reoccurring and how to clean
up the spill if there is another one. A description of the spill, what caused it,and the cleanup measures will also be included.
• The Contractor's site superintendent will be responsible for the day-to-day site operations and will be the spill prevention and
cleanup coordinator. He will designate at least two other site personnel who will receive spill prevention and cleanup training.
These individuals will each become responsible for a particular phase of prevention and cleanup. The names of responsible
spill personnel will be posted in the material storage area and in the office trailer onsite.
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1 6 A 1 1
POLLUTION PREVENTION PLAN CERTIFICATION
I certify under penalty of law that this document and all attachments were prepared under my direction or supervision in accordance
with a system designed to assure that qualified personnel properly gathered and evaluated the information submitted. Based on my
inquiry of the person or persons who manage the system, or those persons directly responsible for gathering the information, the
information submitted is, to the best of my knowledge and belief, true, accurate, and complete. I am aware that there are significant
penalties for submitting false information, including the possibility of fine and imprisonment for knowing violations.
Signed:
Print Name:
Title:
Date:
CONTRACTOR'S CERTIFICATION
I certify under penalty of law that I understand the terms and conditions of the general National Pollutant Discharge Elimination
System (NPDES) permit that authorizes the storm water discharges associated with industrial activity from the construction site
identified as part of this certification.
Signature For Responsible for
1) Implement temporary and permanent
stabilization practices
2) Implement silt fence and straw bale
barriers
Date: 3) Weekly inspection of stabilization
measures, perimeter berm, straw bale
barriers and silt fences. Also
inspections after storm events.
4) Coordination of necessary repairs to
stabilization measures, perimeter
berms, straw bale barriers or silt
fences prior to 7 days from the day of
the inspection
5) Compliance with SFWMD stormwater
permit requirements
6) Proper disposal of waste materials
during construction of horizontal
improvements
7) Compliance with any other measure
in the Pollution Prevention Plan
during construction of horizontal
improvements
1) Overall supervision of construction of
horizontal activities and compliance
with pollution prevention plan.
2) To make sure that necessary
inspections and maintenance
Date: activities are being performed in a
timely fashion.
1) To comply with pollution prevention
plan during construction of vertical
improvements
2) To enforce proper material
management practices, proper
Date: disposal of waste material and
compliance with spill control practices
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CONSTRUCTION POLLUTION PREVENTION PLAN
for
Inspection And Maintenance Report Form
(To be completed every 7 days and within 24 hours of a rainfall event of 0.5 inches or more)
INSPECTOR: DATE:
INSPECTOR'S QUALIFICATIONS:
Days since last rainfall: Amount of last rainfall inches
STABILIZATION MEASURES
Area Date Since Date of Next Stabilized? Stabilized Condition
Last Disturbed Disturbance (yes/no) With
Stabilized required:
To be performed by: on or before:
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CONSTRUCTION POLLUTION PREVENTION PLAN
for
Inspection And Maintenance Report Form
Structural Controls
DATE:
SILT FENCE/STRAW BALE BARRIER
From To Is Silt Fence/Straw Is there evidence of
Bale Barrier in place? washout or over-topping?
Maintenance required for silt fence/straw bale barrier:
To be performed by: on or before:
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1 6 A 1 1
CONSTRUCTION POLLUTION PREVENTION PLAN
for
Inspection And Maintenance Report Form
Structural Controls
DATE:
EARTHEN PERIMETER BERM
From To Is berm stabilized ? Is there evidence of
washout or over-topping?
Maintenance required for perimeter berm:
To be performed by: on or before:
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1 6 A 1 1
CONSTRUCTION POLLUTION PREVENTION PLAN
for
Inspection And Maintenance Report Form
CHANGES REQUIRED TO THE POLLUTION PREVENTION PLAN:
REASONS FOR CHANGES:
I certify under penalty of law that this document and all attachments were prepared under my direction or
supervision in accordance with a system designed to assure that qualified personnel properly gathered
and evaluated the information submitted. Based on my inquiry of the person or persons who manage the
system, or those persons directly responsible for gathering the information, the information submitted is,
to the best of my knowledge and belief, true, accurate, and complete. I am aware that there are significant
penalties for submitting false information, including the possibility of fine and imprisonment for knowing
violations.
Signature Date
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this instrument prepared by
Harold J.Webre.Esq.
Coleman.Yo.ano.ich& Koester.P.A.
4001 Tamiami Trail N..Suite 300
Naples.F1.34103
MORTGAGEE'S CONSENT TO PLAT OF
ESTILO ACRES
STATE OF �o ANG
COUNTY OF C g, 1. e--e
The undersigned hereby certifies that IberiaBank, a Louisiana state-chartered bank, as
Mortgagee, is the owner and holder of that certain Mortgage and Security Agreement, and related
Assignment of Leases and Rents and UCC-1 Financing Statement, executed by Lord's Way 30,
LLC, a Florida limited liability company, as Mortgagor, recorded July 1, 2016 in O.R. Book 5289,
Page 2172,O.R. Book 5289, Page 2188 and O.R. Book 5289, Page 2193,all of the Public Records
of Collier County, Florida(collectively,the"Mortgage"), which Mortgage encumbers the property
described on Exhibit "A" attached hereto, and that in such capacity the undersigned does hereby
consent to the plat of Estilo Acres recorded in Plat Book , Page , Public Records of'
Collier County, Florida (the "Plat"), and agrees that the Mortgage shall be subordinate solely to
the dedications and reservations expressly shown on the Plat. Except as expressly subordinated
herein, the Mortgage shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned has caused this Consent to be duly executed
on this day of 74e.__- . , 2019.
�p IberiaBank, a Louisiana state-chartered bank
c •.)'=-Ad\- 0,--Q-1-1,1------A— By:
Witness
Print Name: L..s,a, +tet . Cf- Lez,r-02. Print: 31.)S-1.1n E...,44S
Title: gQft;or V ICA Pe*S:oten+
Print Name: J/ /( -6h 64_
I
�-r
The foregoing instrument was acknowledged before me this "day ofy� vc1/4-r,i
2019, by .� v Et-4-e- -)S , as Sii ur V:P. of IberiaBank, a Louisiana state-
chartered bank, who is ✓ personally known to me or provided
as identification.
SEALl— — — — - - — — — — , \-*-a„� Q , 1 s�
0 a .naa LISA M.CALYORE Notary Public v_"t
lirAar o4B
� �o Notary Public-State of Florida Print Name: %5!'. 1"�. Cfxl.-�r e• Commission #GG 0026591 , �� a'.I My Comm.Expires Jul 29,2020 '
.......... Bonded Bonded through National Notary Assn.
1 6 A 1 1
EXHIBIT ''A"
LEGAL DESCRIPTION
Parcel 1:
The West 1/2 of the East 1/2 of the Northeast 1/4 of the Southwest 1/4 of Section 14, Township
50 South, Range 26 East, Collier County, Florida.
Parcel 2:
The East 1/2 of the East 1/2 of the Northeast 1/4 of the Southwest 1/4 of Section 14, Township 50
South, Range 26 East, Collier County, Florida.
Parcel 3:
The East 1/2 of the West 1/2 of the Northeast 1/4 of the Southwest 1/4 of Section 14, Township
50 South, Range 26 East, Collier County, Florida.
1 6 A 11
This instrument prepared by:
Harold J.Webre,Esq.
Coleman,Yovanovich&Koester,P.A.
4001 Tamiami Trail N.,Suite 300
Naples,FL 34103
MORTGAGEE'S CONSENT TO PLAT OF
ESTILO ACRES
STATE OF 1(e.�c'c
COUNTY OF t
The undersigned hereby certifies that George P. Bauer, as Trustee of the George P. Bauer
Revocable Trust dated July 20, 1990, as to an undivided ninety-nine percent (99%) interest, and
Carol B. Bauer, as Trustee of the Carol B. Bauer Revocable Trust dated July 20, 1990, as to an
undivided one percent (1%) interest, as Mortgagee, are the owners and holders of that certain
Mortgage, Assignment of Rents and Security Agreement, executed by Lord's Way 30, LLC, a
Florida limited liability company, as Mortgagor, recorded July 1, 2016 in O.R. Book 5289, Page
2197, originally in favor of Marco Island Group, LLC and thereafter assigned to the undersigned
by that certain Assignment of Mortgage recorded October 10, 2016 in O.R. Book 5321, Page 3171,
all of the Public Records of Collier County, Florida(the"Mortgage"),which Mortgage encumbers
the property described on Exhibit "A" attached hereto, and that in such capacity the undersigned
do hereby consent to the plat of Estilo Acres recorded in Plat Book , Page , Public
Records of Collier County, Florida (the "Plat"), and agree that the Mortgage shall be subordinate
solely to the dedications and reservations expressly shown on the Plat. Except as expressly
subordinated herein,the Mortgage shall remain in full force and effect.
IN WITNESS WHEREOF,the undersigned have caused this Consent to be duly executed
'
on this day of re�iva 7 , 2019.
Witnesses (as to both):
, //.,,,1 r
Witness ''— George P: suer, as Trustee of the
Print Name: bYY( . Tor:e 5 aforementioned Trust
i
-Eig/ / "<< ,e.
• `' Carol B. Bauer, as rustee of the
Pr t lame _,Mi al __.1.. ,.e/1-- aforementioned Trust
fif
The foregoing instrument was acknowledged before e his ,.,, day of �'' >y "1'
2019, by George P. Bauer and Carol B. Bauer„-who are eersonally known to me or '
provided asifdentificaii s.
f i
[SEAL] • -
Notary Public State of Florida Print Name: 42 /Oaf'
Maritza Aguiar JJ
My Commissary GG 14585P
awe Expires 12108/2021
1 6 A 11
EXHIBIT"A"
LEGAL DESCRIPTION
Parcel I:
The West 1/2 of the East 1/2 of the Northeast 1/4 of the Southwest 1/4 of Section 14, Township
50 South,Range 26 East, Collier County, Florida.
Parcel 2:
The East 1/2 of the East 1/2 of the Northeast 1/4 of the Southwest 1/4 of Section 14, Township 50
South, Range 26 East, Collier County, Florida.
Parcel 3:
The East 1/2 of the West 1/2 of the Northeast 1/4 of the Southwest 1/4 of Section 14, Township
50 South, Range 26 East, Collier County, Florida.
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 b A 1 1
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
TIDE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents arc 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 he 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. lithe 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 ��
114
4. BCC Office Board of County
Commissioners \ ,/ 7 Z NS\xc
5. Minutes and Records Clerk of Court's Office
v.11Ec
PRIMARY CONTACT INFORMATION
V
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 Jodi Hughes Phone Number x-5744
Contact/ Department
Agenda Date Item was 9/8/15 t, Agenda Item Number 16AI 1
Approved by the BCC
Type of Document,- Maintenance Agreement 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? ,4+I -
/q
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. JH
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 JH
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 JH
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 9/8/15 and all changes made during the
meeting have been incorporated in the attached document. The County Attorney's tii)1TiKkiA
Office has reviewed the changes,if applicable. 414
9. Initials of attorney verifying that the attached document is the version approved by the Ir A_ t
BCC, all changes directed by the BCC have been made,and the document is ready for the wL
Chairman's signature.
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
1 6 A 11
CONSTRUCTION AND MAINTENANCE AGREEMENT FOR SUBDIVISION IMPROVEMENTS
THIS CONSTRUCTION AND MAINTENANCE AGREEMENT FOR SUBDIVISION IMPROVEMENTS
entered into this 8th day of February , 20 19 between Loro's Way 30,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: Estilo Acres
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: Estilo Acres-required paving,grading,drainge utilities and other infrastructure and subdivision improvements
within 36 months from the date of approval said subdivision plat, said improvements hereinafter
referred to as the required improvements.
2. Developer herewith tenders its subdivision performance security (attached hereto as Exhibit "A" and by
reference made a part hereof) in the amount of$mss 238'13°'Which amount represents 10% of the total
contract cost to complete the construction plus 100% of the estimated cost of to complete the required
improvements at the date of this Agreement.
3. In the event of default by the Developer or failure of the Developer to complete such improvements
within the time required by the Land Development Code, Collier County, may call upon the subdivision
performance security to insure satisfactory completion of the required improvements.
4. The required improvements shall not be considered complete until a statement of substantial completion
by Developer's engineer along with the final project records have been furnished to be reviewed and
approved by the County Manager or his designee for compliance with the Collier County Land
Development Code.
5. The County Manager or designee shall, within sixty (60) days of receipt of the statement of substantial
completion, either: a) notify the Developer in writing of his preliminary approval of the improvements; or
b) notify the Developer in writing of his refusal to approve improvements, therewith specifying those
conditions which the Developer must fulfill in order to obtain the County Manager's approval of the
improvements. However, in no event shall the County Manager or designee refuse preliminary approval
of the improvements if they are in fact constructed and submitted for approval in accordance with the
requirements of this Agreement.
6. The Developer shall maintain all required improvements for a minimum period of one year after
preliminary approval by the County Manager or his designee. After the one-year maintenance period by
the Developer has terminated, the Developer shall petition the County Manager or designee to inspect
the required improvements. The County Manager or designee shall inspect the improvements and, if
found to be still in compliance with the Land Development Code as reflected by final approval by the
Board, the Board shall release the remaining 10% of the subdivision performance security. The
Developer's responsibility for maintenance of the required improvements shall continue unless or until
the Board accepts maintenance responsibility for and by the County.
1 6 A 11
7. Six (6) months after the execution of this Agreement and once within every six (6) months thereafter the
Developer may request the County Manager or designee to reduce the dollar amount of the subdivision
performance security on the basis of work complete, Each request for a reduction in the dollar amount of
the subdivision performance security shall be accompanied by a statement of substantial completion by the
Developer's engineer together with the project records necessary for review by the County Manager or
designee. The County Manager or designee may grant the request for a reduction in the amount of the
subdivision performance security for the improvements completed as of the date of the request.
8. In the event the Developer shall fail or neglect to fulfill its obligations under this Agreement, upon
certification of such failure, the County Manager or designee may call upon the subdivision performance
security to secure satisfactory completion, repair and maintenance of the required improvements. The
Board shall have the right to construct and maintain, or cause to be constructed or maintained, pursuant to
public advertisement and receipt and acceptance of bids, the improvements required herein. The
Developer, as principal under the subdivision performance security, shall be liable to pay and to indemnify
the Board, upon completion of such construction, the final total cost to the Board thereof, including, but not
limited to, engineering, legal and contingent costs, together with any damages, either direct or
consequential, which the Board may sustain on account of the failure of the Developer to fulfill all of the
provisions of this Agreement.
9. All of the terms, covenants and conditions herein contained are and shall be binding upon the Developer
and the respective successors and assigns of the Developer.
IN WITNESS WHEREOF, the Board and the Developer have caused this Agreement to be executed by
their duly authorized representatives this 8th day of February , 20 19 .
SIGIEp IN THE PRESENCE OF: (Name of Entity)
Witness:
lg=l.0 B :i ,/
Printed Name:
fitness: Printed Name/Title
(President, VP, or CEO)
(Provide Proper Evidence of Authority)
Pnn . L.me:,
- itZA it\ �,L C;i
ATTEST:
CRYSTAL K. KINZEL, CLERK BOARD OF COUNTY COMMISSIONERS
• •F
ce
C f R COU , FLO' BA
itioAo
By: 3 \Ak i +
Deputy Clerk al[ dS •,4't .
�., t� �nggy ) .
/ Gtnqrvraln
Approveas to form and lega)it1ygjgj atUr'e only.
k 011.
1111
Scott A. Stone
Assistant County Attorney
1 6 A 11
Collier County
Growth Management Division
2800 Horseshoe Drive N.
Nap/es, FL 34104
239-252-2400
RECEIPT OF PAYMENT
Receipt Number: 2019590884
Transaction Number: 2019-014158
Date Paid: 02/14/2019
Amount Due: $238,130.14
Payment Details: Payment Method Amount Paid Check Number
Check $223,036.16 1467
Check $15,093.98 1277
Amount Paid: $238,130.14
Change / Overage: $0.00
Contact: LORDS WAY 30 LLC
7742 ALICO RD
FT MYERS , FL 33192
FEE DETAILS:
Fee Description Reference Number Original Amount GL Account
Fee Paid
Refundable Bonds PL20130002583 $223,036.16 $223,036.1 670-000000-220113
6
Refundable Bonds PL20130002583 $15,093.98 $15,093.98 670-000000-220113
Cashier Name: Karinalloble
Batch Number: 8033
Entered By: LuciaMartin
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'. IBERIABANK.,,.. _....-P'6 A 1 1 1467 'Jrc
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Lords Way 30, LLC 06/12 84744112852 .
• 7742 Aliso Rd
I Fort Myers,FL 33912
(239)208-4079 2/8/2019
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PAY To THE Collier County Board of Cty Commissioners '1 $"223,036.16ORDER OF — — — -- —— — —
Two Hundred Twenty-Three Thousand Thirty-Six and 16!100***'***`************'***.********************"°"""*******
— DOLLARS
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Collier County Board of Cty Commissioners 2/8/2019
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1 6 A 11
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1 6 A 11
HAGAN Digitally signed by
[ill F.,�:,Nee„I..G , Christopher D Hagan
-, Date:2019.02.14
Engineers Opinion of Probable Cost -
LORD'S WAY 30(Estilo Acres/Sapphire Cove) 09:21:59 05'00'
PL2013002583 Date:02-14-2019
SANITARY SEWER
ID Description Quantity Unit Unit Cost Total Percent Complete Remaining Cost To Complete
s-os 4"PVC FM(DR14) 85.0 LF $18.00 $1,530.00 100% $0.00
5-07 4"PVC FM(DRIB) 1040.0 LF $15.00 $15,600.00 100% 50.00
5.03 Connect to existing Force Main 1.0 EA $2,500.00 $2,500.00 100% $0.00
5-04 4"Plug Valve 2.0 EA $1,300.00 52,600.00 100% $0.00
s-o5 6"TO 4"REDUCER 1.0 EA $50.00 $50.00 100% $0.00
s-o6 4"PVC FM 45'Fittings 2.0 EA $110.00 $220.00 100% $0.00
5,07 Lift Station 1.0 LS $120,000.00 $120,000.00 100% $0.00
s-98 Single Sewer Service Connection 8.0 EA $650.00 $5,200.00 100% $0.00
5-09 Double Sewer Service Connection 67.0 EA $750.00 $50,250.00 100% $0.00
s-10 4'Dia.Manhole(0'-6'depth) 6.0 EA $4,000.00 $24,000.00 100% 50.00
s-11 4'Dia.Manhole(6'-8'depth) 3.0 EA $4,500.00 $13,600.00 100% $0.00
s-tz 4'Dia.Manhole(8'-SO'depth) 3.0 EA $5,200.00 $15,600.00 100% $0.00
5.13 4'Dia.Manhole(10'-12'depth) 2.0 EA $6,000.00 $12,000.00 100% $0.00
5.14 8"PVC Sanitary Sewer(0'-6'depth) 1093.0 IF $24.00 $26,232.00 100% S0.00
s-16 8"PVC Sanitary Sewer(6'-8'depth) 1039.0 LF $32.00 $33,248.00 100% $0.00
s-16 8"PVC Sanitary Sewer(8'-10'depth) 809.0 LF $42.00 $33,978.00 100% $0.00
5-17 8"PVC Sanitary Sewer(10'-12'depth) 18.0 LF $54.00 $972.00 100% $0.00
s-1a Television Inspection 2959.0 LF $1.80 $5,326.20 100% $0.00
Sub-total $362,806.20 $0.00
POTABLE WATER
ID Description Quantity Unit Unit Cost Total Percent Complete Remaining Cost To Complete
w-o1 8"PVC Water Main 0R18 3218.0 LF $22.00 $70,796.00 100% $0.00
W.02 8"PVC Water Main DR14 80.0 LF $26.00 $2,000.00 100% $0.00
w-03 8"PVC Water Main 45'Fittings 14.0 EA $100.00 $1,400.00 100% $0.00
W-04 16"HDPE Casing 20.0 IF $130.00 $2,600.00 100% $0.00
W-05 8"Gate Valve 7.0 EA $1,400.00 $9,800.00 100% $0.00
w-o6 8"Plug Valve 1.0 EA $1,400.00 $1,400.00 100% $0.00
W.07 Fire Hydrant Assembly 10.0 EA $3,800.00 $38,000.00 100% $0.00
w-oe Air Release Valve 1.0 EA $2,500.00 $2,500.00 100% $0.00
W-o9 BSP(permanent) 1.0 EA $2,000.00 $2,000.00 100% $0.00
w-to Water Main Auto Flush Device(AFD) 1.0 EA $4,200.00 $4,200.00 100% $0.00
w-11 Temp.Gap Configuration 1.0 EA $2,400.00 $2,400.00 100% $0.00
W-12 Water Service Connection 75.0 EA $400.00 $30,000.00 100% $0.00
w.13 Connect to existing Water Main 10"08" 1.0 EA $7,500.00 $7,500.00 100% $0.00
Sub-total $174,596.00 $0.00
•
Estimated Utility Costs TOTAL $537,402.20 50.00
DRAINAGE SYSTEM
ID Description Quantity Unit Unit Cost Total Percent Complete Remaining Cost To Complete
0-01 JUNCTION BOX 2.0 IF $2,800.00 $5,600.00 100% $0.00
0-02 VALLEY GUTTER INLET 12.0 LF $3,100.00 $37,200.00 100% $0.00
0.03 END WALL 18" 2.0 LF $1,500.00 $3,000.00 100% 50.00
0.04 END WALL 24" 1.0 LF $1,800.00 $1,800.00 100% $0.00
0.05 END WALL 30" 1.0 LF $2,000.00 $2,000.00 100% $0.00
0.06 END WALL 48" 1.0 IF $2,400.00 $2,400.00 100% $0.00
0.07 RCP 15" 22.0 LF $24.00 $528.00 100% $0.00
0.08 RCP 18" 136.0 LF $30.00 54,080.00 100% $0.00
0-09 RCP 24" 523.0 LF $55.00 $28,765.00 100% 50.00
0-10 RCP 36" 237.0 IF $95.00 $22,515.00 100% $0.00
n-11 HDPE 12" 1636.0 LF $28.00 $45,808.00 100% $0.00
0.12 HDPE 18" 503.0 IF $33.00 $16,599.00 100% $0.00
D.13 HOPE 24" 575.0 IF $42.00 $24,150.00 100% $0.00
0.14 HDPE 30" 597.0 EA 558.00 $34,626.00 100% $0.00
0-15 HDPE 48" 137.0 EA $120.00 $16,440.00 100% $0.00
0.16 TYPE'C'INLET 2X3 14.0 LF $2,000.00 $28,000.00 100% $0.00
D-17 TYPE'C'INLET 5X5/weir 3.0 LF $3,000.00 $9,000.00 100% $0.00
0-18 TYPE'C'INLET 7X7/weir 1.0 LF $4,000.00 $4,000.00 100% $0.00
Sub-total $286,511.00 $0.00
PAVING AND GRADING
ID Description Quantity Unit Unit Cost Total Percent Complete Remaining Cost To Complete
R.o1 12"Stabilized Subgrade(LBR 40) 9807.3 SY $2.80 $27,460 44 100% $0.00
R-02 Limerock Base 7634.6 SY $8.50 $64,893.72 100% $0.00
R-03 3/4"Type S-III ACSC(1st Lift) 7634.6 SY $4.70 $35,882.41 100% $0.00
R.04 3/4"Type S-III ACSC(2nd Lift) 7634.6 SY $6.00 $45,807.33 0% $45,807.33
R-05 Valley Gutter Curbing 6204.0 LF $7.60 $46,530.00 100% $0.00
it-os Type"A"Curb 349.0 LF $10.00 $3,490.00 100% $0.00
R-07 5'Sidewalk(6"concrete) 5707.6 LF $12.00 $68,491.20 10% $61,642.08
R.oa ADA Curb Ramps 10.0 EA $500.00 $5,000.00 10% $4,500.00
R-09 Signing&Marking 1.0 LS $5,000.00 $5,000.00 80% $1,000.00
R-10 Handicap Mats 10.0 EA $500.00 $5,000.00 10% $4,500.00
R-21 Sod(3'strip) 2068.0 SY $1.50 $3,102.00 0% $3,102.00
R-12 Street Lights 1.0 LS $1,200.00 $1,200.00 100% $0.00
R-13 6"-12"RipRap 25,0 CY $70.00 $1,750.00 100% $0.00
Sub-total $313,607.11 $120,551.41
OFF-SITE TURN LANE
ID Description Quantity Unit Unit Cost Total Percent Complete Remaining Cost To Complete
0-01 8"Limerock Base 386.0 SV $8.50 $3,281.00 100% $0.00
x-02 12"Stabilized Subgrade(L8R 40) 403.0 SV $2.80 $1,128.40 100% $0.00
X-03 1.5"Type S-III ACSC(2 Lifts) 386.0 SY $9.60 $3,705.60 100% $0.00
0-04 1"Asphalt Friction Course(FC 12.5) 386.0 SY $6.40 02,470.40 0% $2,475.4u
0-05 Type'F'Curb and Gutter 192.0 LF $8.75 $1,680.00 100% $0.00
X.06 5'Sidewalk(6"concrete) 63.8 LF $12.00 $765.60 100% $0.00
8-07 Sod(3'strip) 21.3 5Y $1.50 $31.95 100% $0.00
x.00 Signing&Marking 1.0 LS $500.00 $500.00 100% $0.00
Sub-total $13,562.95 $2,470.40
Estimated Roadway,Drainage and Off-site Costs TOTAL $613,681.06 $123,021.81
Total construction cost estimate TOTAL $1,151,083.26
Bond 100%of remainder $123,021.81
Bond 10%of the total work $115,108.33
Total remaining bond amount 5238,130.14