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HomeMy WebLinkAboutMoss Road Professional Office Association Recording of Plats -2005 08 25 ; MAR'tf.ltK 1IlRSE, CLERK (F CIRCUIT CWRT SEMINOLE Cf.ttfTV BK 0587& PG tt&2 CLERK'S I 2<K.5t4&&SO RS.'CORDED 081a5/2005 03112.1~ PM REaJRDIN8 FEES 45-00 RWJRDf:.1) BY t holden RECORDING OF PLATS SUBDIVISION NAME: INTERNATIONAL OFFICE PLAZA SECTION, TOWNSHIP & RANGE: SEC 34, TWP 20S, RGE 30E AND/OR LEGAL DESCRIPTION: A REPLAT OF A PORTION BLOCK D, LOTS 52 & 53, OF D.R. MITCHELL'S SURVEY OF THE LEVY GRANT PLAT BOOK 68 PAGE 3&4 DEVELOPED BY: MOSS ROAD, LLC - GDP SANTRUST INVESTMENTS, LLC SANTRUST INVESTMENTS PROPERTIES, LLC - SANTRUST, LTD W.M. SANDERLIN & ASSOCIATES, INC GDP INVESTMENTS, LLC O-ME! INTERNATIONAL, INC AMOUNT FOR RECORDING PLAT: $45.00 RD0402.021 i .. ARTICLES .oF INC.oRP.oRATI.oN .oF M.oSS R.oAD PR.oFESSI.oNAL .oFFICE ASS.oCIATI.oN. INC. In compliance with the requirements of Chapter 617, Florida Statutes, the undersigned, all of whom are residents of the State of Florida and all of whom are offull age, have this day voluntarily associated themselves together for the purpose of forming a corporation not for profit and do hereby certify that: ARTICLE! The name of the corporation is Moss Road Professional .office Association, Inc., hereinafter called the "Association" . ARTICLE II The principal office of the Association is located at 738 Rugby Street, Orlando, FL 32804. ARTICLE ill PURP.oSE AND P.oWERS .oF THE ASS.oCIATI.oN The Association shall operate, maintain and manage the surface water or storm water management system(s) in a manner consistent with the St. Johns River Water Management District permit # ~.J'" I) .. ~ f? sa t rt!Quirements and applicable district rules, and shall assist in the enforcement of the surface water or storm water management system. The Association shall levy and collect adequate assessments against members of the Association for the costs of maintenance and operation ofthe surface water or storm water system and the maintenance of all common areas. This Association does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for maintenance, preservation and architectural control of the. residence Lots and Common Area within that certain tract of property described on Exhibit "A" attached hereto and incorporated herein by this reference, and to promote the health, safety and welfare of the residents within the above described property and any additions thereto as may hereafter be brought within the jurisdiction of this Association for this purpose to: (a) exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Covenants, Conditions and Restrictions, hereinafter called the "Declaration", applicable to the property and recorded or to recorded in the Office ofthe Clerk of the Circuit Court in and for Seminole County, Florida, and as the same may be amended from time to time as therein provided, said Declaration being incorporated herein as if set forth at length; (b) fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declarations; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association; MAIMH€ IOE, Cl.ERK CF CIRCUIT COORT ttERK (F SOIlG.E COOOY Btt 0581E. PES:l1 &3- 11 e. 7 r FILE NOM 20051ltb651 AE.aJRDED 08125/2005 03t12tl~ PM ~!..N8 FEES "'00 ~ BV t hold.n R .I...............Q..H.~ 1 i (c) acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association; (d) borrow money, and with the assent of two-thirds (2/3) of each class of members mortgage, pledge, deed in trust, or hypothecate any of its real or personal property as security for money borrowed or debts incurred; (e) participate in mergers or consolidations with other non- profit corporations organized for the same purposes or annex additional residential property and Common Area, provided that any such merger, consolidation or annexation shall have assent of two-thirds (2/3) of each class of members; (f) have and to exercise any and all powers, rights and privileges which a corporation organized under the Non-Profit Corporation law of the State of Florida by law any now or hereafter have or exercise; (g) procure and maintain hazard and liability insurance upon its property for the protection of the Association and its members. ARTICLE IV ELECTION OF THE BOARD OF DIRECTORS The affairs of this Association shall be managed by a Board of three (3) Directors, who need not be members of the Association. The Board of Directors shall be elected by the Members of the Corporation entitled to vote at the times and in the manner provided for in the By-Laws. The number of directors may be changed by amendment of the By-Laws of the Association. At the first annual meeting the members shall elect two (2) directors for a term of one (1) year, two (2) directors for a two (2) year term and one (1) director for a term of three (3) years; and at each annual meeting thereafter the members shall elect, for a termofthree (3) years, the number of directors to replace the director or directors whose terms have expired. ARTICLE V DIRECTORS/OFFICERS The names and addresses of the persons who are to act in the capacity of directors until the selection and qualification of their successors are: NAME ADDRESS Craig F. Rouhier 738 Rugby Street Orlando, FL 32804 Judy Squillante 738 Rugby Street Orlando, FL 32804 David F ong 738 Rugby Street Orlando, FL 32804 ARTICLE VI REGISTERED AGENT 2 The initial Registered Agent of the Moss Road Professional Office Association, Inc. is hereby appointed to be Craig Rouhier, 738 Rugby Street, Orlando, Florida 32804. ARTICLE VII INCORPORATOR The name and address ofthe incorporator is Craig F. Rouhier at 738 Rugby Street, Orlando, Florida 32804. ARTICLE VIIT MEMBERSHIP Any person or entity who is a record title holder of a fee or undivided fee interest in any Lot which is subject by covenants of record to assessment by the Association, including contract sellers, shall be a member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Membership shall appurtenant to and may not be separated from ownership of any Lot which is subject to assessment by the AsSociation. ARTICLE IX MEETINGS OF MEMBERS: QUORUM REQUIREMENTS The presence at any meeting of members entitled to cast or proxies to entitled to cast, a majority of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in these Articles of Incorporation, the Declaration or the By- Laws. ARTICLE X VOTING RIGHTS The Association shall have two (2) classes of voting membership: Class A: Class A members shall be all Owners, with the exception of the Declarant, and shall be entitled to one (1) vote for each Lot owned. When more than one (1) person holds an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they determine, but in no event shall more than one (1) vote be cast with respect to any Lot. In the event more than one (1) VQte is cast with respect to any Lot, none of the votes with respect to such Lot shall be recognized andthe Lot shall not be counted for any purpose until such dispute is resolved. Class B: The Class B member(s) shall be the Declarant (as defmed in the Declaration) and shall be entitled to three (3) votes for each Lot owned. The Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier: (a) when the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership; or (b) on January 1,2011. ARTICLE XI DISSOLUTION 3 The Association may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of each class of members. Upon dissolution of the Association, other than the incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, association, trust or other organization to be devoted to such similar purposes. In the event of termination, dissolution or fmalliquidation of the Association, the responsibility for the operation and maintenance of the surface water or storm water management system must be transferred to and accepted by an entity witch would comply with Section 40C-42.027, F.A.C., and be approved by the St. Johns River Water Management District prior to such termination, dissolution or liquidation. ARTICLE XII EXISTENCE AND DURATION Existence of the Association shall commence with the filing of these Articles of Incorporation with the Secretary of State, Tallahassee, Florida. The corporation shall exist perpetually. ARTICLE XIII AMENDMENTS Amendment of these Articles shall require the assent of two-thirds (2/3) of the entire membership. ARTICLE XIV BY-LAWS The Association shall adopt By-Laws governing the conduct ofthe affairs ofthe Association. The By-Laws shall be altered, amended or rescinded as provided in the By-Laws. ARTICLE XV FHA/V A APPROVAL As long as there is a Class B membership, the following actions will require a prior approval of the Federal Housing Administration or Veterans Administration: annexation of additional properties, mergers and consolidations, dissolution and amendment of these Articles. IN WITNESS THEREOF, for the purpose of forming this Corporation under the laws of the State of Florida, we, the un~e~}f1ed, consti 'ng the incorporators of this Associatio , have executed these Articles of Incorporation this~~y of 4 STATE OF FLORIDA COUNTY OF ORANGE The foregoing instromeotwas ackoowledged before me lhis~Of ~ by Craig F. Rouhier, Judy Squillante and David Fong. They are personally known to me an did not No ubhc Commission No.bD(),35399() My Commission expire~' . . I: I ...2fJrJ8 , Pursuant to the provisions of sections 607.0501 or 617.0501, Florida Statutes, the undersigned corporation, organized under the laws ofthe State of Florida, submits the following statement in designating the registered agent, in the State of Florida. .............."............................, MELISSA ALBRECHT I A:~~~ CoInmI DOO35389O f~"" !f:\ ExpII'8S 1211412008 I ~ Y Bonded thru (800)432"'254 ~~"Rf,~,,~ Flonda Notary Alan., Inc ! The name of the corporation is : MOSS ROAD PROFESSIONAL OFFICE ASSOCIATION, INC, The name and address of the registered agent and office is: Craig F. Rouhier 738 Rugby Street Orlando, FI 32804 The undersigned hereby accepts the designation as Registered Agent of Moss Road Professional Office Association, Inc., and agrees to comply with the provisions of all s tes relating to the proper and complete performance of his duties, and is familiar with and accepts the obli ions of his position as registered agent. ~ The undersigned hereby accepts the designation of Incorporator of the Inc., Inc. ss Road Professional Office Association, /~ ---- 5 , ." Exhibit "B" BY-LAWS OF MOSS ROAD PROFESSIONAL OFFICE ASSOCIATION. INC. ARTICLE I NAME AND LOCATION The name of the corporation is MOSS ROAD PROFESSIONAL OFFICE ASSOCIATION, INC., hereinafter referred to as the "Association". The principal office of the corporation shall be located at 738 Rugby Street, Orlando, FL 32804, but meetings of members and directors may be held at such places within the State of Florida, County of Seminole, as may be designated by the Board of Directors. ARTICLE II DEFINITIONS Section 1. "Association" shall mean and refer to MOSS ROAD PROFESSIONAL OFFICE ASSOCIATION, INC., its successors and assigns. Section 2. "Properties" shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions, and such additions thereto as may hereafter be brought within the jurisdiction of the Association. Section 3. "Common Area" shall mean all real property (including any improvements thereto) maintained by the Association for the common use and enjoyment of the Owners. The Common Area to be maintained by the Association at the time of the conveyance of the first lot is described as follows: All landscaped areas within Seminole County right-of-ways. Section 4. "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties with the exception of the Common Area. Section 5. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, ofthe fee simple title to any Lot which is a part of the Properties, including contract sel,lers, but excluding those having such interest merely as security for the performance of an obligation. Section 6. "Declarant" shall mean and refer to Moss Road, LLC its successors and assigns if such successors or assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of development. Section 7. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in the office of the Clerk ofthe Circuit Court in and for Seminole County, Florida. Section 8. "Member" shall mean and refer to those persons entitled to membership as provided in the Declaration. MAIMH€ tlJRSE. ClEkK If" CIRCUIT tnml ClERK OF !iDUO.~ eottm BK 0587& J:tSS 1:l &8-1175 RT FILE NUM 2()()5:14&&52 REt1JRDED 0812512005 03:12:14 PM Page 1 IEORDU& FEES '''' 50 RECORDED tv t holden .1...111...........118.""1..' ( ARTICLE ill MEETING OF MEMBERS Section 1. AnnualMeetines. The fIrst annual meeting of the members shall be held within one (1) year from the date of incorporation of the Association, and each subsequent regular annual meeting of the members shall be held on the same day of the same month of each year thereafter, at the hour of 8:00 o'clock p.m. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the fIrst day following which is not a legal holiday. Section 2. Special Meetines. Special Meetings of the members may be called at any time by the president or by two (2) or more members of the Board of Directors, or upon written request of the members who are entitled to vote one-fourth (1/4) of all of the votes of the Class A membership. Section 3. Notice of Meetines.Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least fIfteen (15) days before such meeting to each member entitled to vote thereat, addressed to the member's address last appearing on the books ofthe Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specifY the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting. Section 4. Ouorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, a majority of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented. Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and ftled with 'the secretary of the Association and shall not extend beyond a period of twelve (12) months. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot. No one person may hold more than fIve (5) proxies. ARTICLE IV BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE Section 1. Number: The affairs of this Association shall be managed by a Board of three (3) directors, who need not be members of the Association. Section 2. Term of Office. At the fIrst annual meeting the members shall elect one (1) director for a term of one (1) year, one (1) director for a term of two (2) years and one (1) director for a term of three (3) years; and at each annual meeting thereafter the members shall elect, for a term of three years, the number of directors to replace the director or directors whose terms have expired. Page 2 Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members ofthe Board and shall serve for the unexpired term of his predecessor. Section 4. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties. Section 5. Action Takin!!: Without a Meetin!!:. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors. ARTICLE V NOMINATION AND ELECTION OF DIRECTORS Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two (2) or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each 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 not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members. In addition, nominations for the Board of Directors may be make by petition, signed by more than twenty (20) members of the Association, provided that such petitions are filed with the secretary of the Association at least ten (10) days before the date of the meeting at which the Directors are to be elected. Section 2. Ballot. Election to the Board of Directors shall be by secret written ballot which shall (a) describe the vacancies to be filled and (b) set forth the names ofthose nominated by the Nominating Committee for such vacancies and those nominated by petition timely filed with the secretary of the Association. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. ARTICLE VI MEETINGS OF DIRECTORS Section 1. Re!!:ular Meetin!!:s. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday. Page 3 Section 2. Special Meetin2s. Special Meetings of the Board of Directors shall be held when called by the president of the Association, or by any two (2) directors, after not less than three (3) days' notice to each director, except in the case of an emergency. Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a m~ority of the directors present at a duly held meeting at which a quorum is present shall be'regarded as the act of the Board. ARTICLE VII POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1. Powers. The Board of Directors shall have the power to: (a) Adopt and publish rules and regulations governing the use of the Common Area, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof; (b) Suspend the voting rights of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for infraction of published rules and regulations; (c) Exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of the Bylaws, the Articles of Incorporation, or the Declaration; (d) Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and (e) Employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties. Section 2. Duties. It shall be the duty of the Board of Directors to: (a) Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-fourth (l/4) ofthe Class A members who are entitled to vote. (b) Supervise all officers, agents and employees of this Association, and to see that their duties are properly performed; (c) As more fully provided in the Declaration, to: (I) Fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period; Page 4 (2) Send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and (3) Foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the owner personally obligated to pay the same. (d) Issue, or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board . for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment; (e) Procure and maintain adequate liability and hazard insurance on property owned by the Association; (t) Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; (g) Cause the landscaped areas to be maintained. ARTICLE VIII OFFICERS AND THEIR DUTIES Section 1. Enumeration of Offices. The officers of this Association Shall be a president and vice-president, who shall at all times be members of the Board of directors, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create. Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members. Section 3. Term. The officers of this Association shall be elected annually by a majority vote of the Board and each shall hold office for one (1) year unless he or she shall sooner resign, or shall be removed, or otherwise disqualified to serve. Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine. Section 5. Resie:nation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the president, or the secretary. Such resignation shall take effect on the date of 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. Page 5 Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the office he replaces. Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one (1) of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article vrn. Section 8. Duties. The duties of the officers are as follows: President (a) The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes. Vice-President (b) The vice-president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board. Secretarv . (c) The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board. Treasurer (d) The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution ofthe Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented the membership at its regular annual meeting, and deliver a copy of each to the members. A resolution of the Board of Directors shall not be necessary for disbursements made in the ordinary course of business conducted within the limits of a budget adopted by the Board. ARTICLE IX COMMITTEES Page 6 The Board of Directors shall appoint committees as deemed appropriate in carrying out its purpose. It shall be the duty of each committee to receive complaints from members on any matter involving Association functions, duties, and activities in its field of responsibility. The committee shall dispose of such complaints, as it deems appropriate or refer them to the Board of directors. ARTICLE X ASSESSMENTS As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of twelve percent (12%) per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs and reasonable attorneys' fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for assessments provided for herein by nonuse of the Common Area or abandonment of his Lot. ARTICLE XI CORPORATE SEAL The Association shall have a seal in circular form having within its circumference the words: MOSS ROAD PROFESSIONAL OFFICE ASSOCIATION, INC. ARTICLE XII AMMENDMENTS Section 1. These ByLaws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy, except that the Federal Housing Administration or the Veterans Administration shall have the right to veto amendments while there is Class B membership. Section 2. In the case of any conflict between the Articles ofIncorporation and these ByLaws, the Articles shall control; and in the case of any conflict between the Declaration and these ByLaws, the Declaration shall control. ARTICLE XIII The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation. Page 7 IN WITNESS WHEREOF, we, being all of the directors of the MOSS ROAD PROFESSIONAL OFFICE ASSOCIATION, INC. hereunto set our hands this _ day of ,200): Witnesses: ~ ~-Y~~~ David F ong ~~ STA OF FLO COUNTY OF ORANGE The foregoing instrument was acknowledged before me th~y of 1 /", J , 2005. by Craig F. Rouhier, David Fong and Judy Squillante, all being directors of the Moss Road ~~l Office Association, Inc., a F,lorida not for profit corporation, on behalf of the corporation. They are on known to me or who produced as identification and who did aid not ~th. H""IMEUsSA"ALBRECHT-l ;.~~~ Commt DD03S318O 1~1i\.~' Expires 1211Cl2OCll ~~~.A! Bonded lhru (800)C32"'*i ~I;:f,.~f.~,\\""'" FI,...,.,A"l ~k1tary Assn., tnc ! Page 8 This instrument prepared by: Moss Road LLC 738 Rugby Avenue Orlando, Florida 32804 1..la..I.I...........~~ MMYflNNE ~t Cl..ERtt fE CIRWIT aon SEMINl.l.E CWffY BK 05876 ~~S 1176-1186 CLERK'S. 2<K)S1466S3 RECORDED 08I2S1200S OJt12d4 PM RECORDING.FEES 95. 00 RECORDED BY t hold,. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS TIDS DECLARATION, made on the date hereinafter set forth by Moss Road LLC, hereinafter referred to as "Declarant". WITNESSETH: WHEREAS, Declarant is the owner of certain property in Seminole County, Florida, which is more particularly described as: M1 Road LLC, according to the Plat thereof recorded in Plat Book [p f at Pages .3+ , Public Records of Seminole County, Florida further described in the attached Exhibit "A". NOW, THEREFORE, Declarant hereby declares that all of the properties described above shall be held, sold, and conveyed subject to the following restrictions, covenants, and conditions, which are for the purpose of protecting the value desirability of, and which shall run with, the real property and be binding on all parties having any right, title or interest in the described properties or any part thereof, their heirs, successors and assigns, and shall inure to the benefit of each owner thereof. ARTICLE! - DEFINITIONS Section 1. "Association" shall mean and refer to Moss Road Professional Office Association, Inc. its successors and assigns. The Association shall be responsible for the maintenance, operation and repair of the surface water or stormwater management system. Maintenance of the surface water or stormwater management system(s) shall mean the exercise of practices which allow the systems to provide drainage, water storage, conveyance or other surface water or stormwater management capabilities as permitted by the City of Winter Springs and St. Johns River Water Management District. Any repair or reconstruction of the surface water or stormwater management system shall be as permitted or, if modified, as approved by the St. Johns River Water Management District. See attached Exhibit "C". Section 2. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to any Lot which is a part of the Properties, including contract Sellers, but excluding those having such interest as merely as security for the performance of an obligation. 1 Section 3~ "Properties" shall mean and refer to all of the certain real property heretofore described, and such additions thereto as may hereafter be brought within the jurisdiction of the Association. Said properties shall include all surface water or stormwater management systems. Section 4. "Common Area" shall mean all real property (including the improvements thereto) owned or maintained by the Association for the common use and enjoyment of the owners. The Common Area to be owned by the Association at the time of the conveyance of the fIrst lot is described as follows: Landscaping easements, sidewalk easements, parking lot easements, cross access driveways easements and utility easements 1 Moss Road LLC , according to the Plat thereof recorded in Plat Bookhf at Page0+ ., Public records of Seminole County, Florida. Section 5. "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties with the exception of the Common Area. Section 6. "Declarant" shall mean and refer to Moss Road Professional Office Association, Inc., its successors and assigns, if such successors or assigns should acquire more than one undeveloped Lot the Declarant for the purpose of development. Section 7. "Surface Water or Stormwater Management System" means a system which is designed and constructed or implemented to control discharges which are necessitated by rainfall events, incorporating methods to collect, convey, store, absorb, inhibit, treat, use or reuse water to prevent or reduce flooding, over drainage, environmental degradation, and water pollution or otherwise affect the quantity and quality or discharges from the system, as permitted pursuant to Chapters 40C-4, 40c-40, or 40C- 42, F.A.C. Section 8. "Bylaws" shall mean the Bylaws of Moss Road LLC as attached hereto and known as Exhibit "B". ARTICLE II - PROPERTY RIGHTS Section 1. Owners' Easements of Enjoyment. Every owner shall a right and easement of enjoyment in and to the Common Area which shall be appurtenant to and shall pass with the title to every Lot, subject to the following provisions: The right of the Association to dedicate or transfer all of any part of the Common Area to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument agreeing to such dedication or transfer signed by 2/3 of each class of members has been recorded. Section 2. Delegation of Use. Any owner may delegate, in accordance with the By-Laws, 2 his right of enjoyment to the Common Area to the members of his family, his tenants, or contract . purchasers who reside on the property. ARTICLE III - MEMBERSIDP AND VOTING RIGHTS Section 1. Every owner of a Lot which is subject to assessment shall be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of ~y Lot which is subj ect to assessment. Section 2. The Association shall have two (2) classes of voting membership: Class A. Class A members shall be all Owners, with the exception of the Declarant, and shall be entitled to one vote for each Lot owned. When more than one person holds an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any Lot. Class B. The Class B member shall be the Declarant and shall be entitled to three (3) votes for each Lot owned. The Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier: (a) when the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership, or (b) on January 1,2011. ARTICLE IV - COVENANT FOR MAINTENANCE ASSESSMENTS Section 1. Creation of Lien and Personal Obligation of Assessments. Each Owner of any Lot, not including the Declarant, by acceptance of a deed therefore, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association (1) annual assessments or charges, and (2) special assessments for capital improvements, such assessments to be established and collected as hereinafter provided. The annual and special assessments, together with interest, costs, and reasonable attorney's fees, shall be a charge on the land and shall be a continuing lien upon the property against which such assessment is made. Each such assessment, together with interest, costs, and reasonable attorney's fees, shall also be the personal obligation of the person who was the Owner of such property at the time when the assessment fell due. The personal obligation for delinquent assessments shall not pass to his successors in title unless expressly assumed by them. Section 2. Purpose of Assessments. The assessments levied by the Association shall be used exclusively to promote the recreation, health, safety, and welfare of the residents in the Properties and for the improvement and maintenance of the following: 3 (a) Common Areas. (b ) Walls and Landscape Buffers. (c) All landscaped areas outside the perimeter wall or walls, including conservation areas. (d) Assessments shall also be used for the maintenance and repair of the surface water or stormwater management systems including but not limited to work within retention areas, drainage structures and drainage easements. Section 3. Maximum Annual Assessment. Until January 1 of the year immediately following the conveyance of the firstcLot to an Owner, the maximum annual assessment shall be FOUR THOUSAND FIVE HUNDRED and 00/100 DOLLARS ($4,500.00) per Lot. (a) Fromcand after January 1 of the year immediately following the conveyance of the first Lot to an Owner, the maximum annual assessment may be increased each year not more than 5% above the maximum assessment for the previous year without a vote of the membership. (b) From and after January 1 of the year immediately following the conveyance of the first Lot to an Owner, the maximum annual assessment may be increased above 5% by a vote of two-thirds (2/3) of each class of members who are voting in person or by proxy, at a meeting duly called for this purpose. (c) The Board of Directors may fix the annual assessment at an amount not in excess of the maximum. Section 4. Special Assessments for Capital Improvements. In addition to the annual assessments authorized above, the Association may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the Common area, including fixtures and personal property related thereto, provided that any such assessment shall have the assent of two- thirds (2/3) of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose. Section 5. Notice and Quorum for any Action Authorized Under Sections 3 and 4. Written notice of any meeting called for the purpose of taking any action authorized under Sections 3 or 4 shall be sent to all members not less than 30 days nor more than 60 days in advance of the meeting. At any such meeting called, a majority of the voting members present or of proxies cast shall constitute a quorum. Section 6. Uniform Rate of Assessment. Both annual and special assessments must be fixed at a uniform rate of all Lots and may be collected on a montWy basis. Section 7. Date of Commencement of Annual Assessments; Due Dates. The annual assessments provided for herein shall commence as to all Lots not owned by Declarant on the first day of the month following the conveyance of the Common Area. The Declarant shall not be 4 required to pay annual dues or assessments on any unsold Lots. The first annual assessment shall be adjusted according to the number .of months remaining in the calendar year. The Board of Directors shall fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period Written notice of the annual assessment shall be sent to every Owner subject thereto. The due dates shall be established by the Board of Directors. The Association shall, upon demand, and for a reasonable charge, furnish a certificate signed by an Officer of the Association as to the status of assessments on a Lot and is binding upon the Association as of the date of its issuance. Section 8. Effect of Nonpayment of Assessments: Remedies of the Association. Any assessment not paid within thirty (30) days after the due date shall bear interest from the due date at the rate of twelve (12%) percent per annum. The Association may bring an action at law against the Owner personally obligated to pay the same, or foreclose the lien against the property. In either event, the nonpaying Owner shall pay for the cost of bringing the suit, including reasonable attorneys' fees therefor, if the court shall so determine. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Area or abandonment of his Lot. Section 9. Capital Assessment Charge: Closing of Each Lot. The Association shall collect a one time Capital Assessment Charge of$l,OOO.OO from each lot purchaser at the closing of each lot. ARTICLE V - ARCIDTECTURAL CONTROL No building, fence, wall or other structure shall be commenced, erected or maintained upon the Properties, nor shall any exterior addition to or change or alteration of any kind therein be made until the plans and specifications showing the nature, kind, shape, height, materials, color, and location of the same shall have been submitted to and approved in writing as to harmony of external design and location in relation to surrounding structures and topography by the Declarant, its successors or assigns. In the event said Declarant, its successors or assigns, fails to approve or disapprove such design and location within thirty (30) days after said plans and specifications have been submitted to it, approval will not be required and this Article will be deemed to have been fully complied with. At such time as Declarant is not the record owner of any Lot in the Properties, the rights and duties under this Article shall be assigned to the Board of Directors of the Association or to an Architectural Control Committee composed of three (3) or more representatives appointed by the Board. The Architectural Control Committee shall promulgate and revise from time to time the Planning Criteria for The Properties. The Planning Criteria shall be set forth in writing and made available to all builders doing business in The Properties, and to all Members and prospective Members of the Association. The Planning Criteria may include any and all matters considered appropriate by the ARB not inconsistent with the provisions of this Declaration, including without limitation minimum square footage requirements for Residential Units. Different Planning Criteria may be adopted and enforced for improvements in different portions of The Properties. 5 ARTICLE VI - ADDITIONS TO THE PROPERTIES (a) Additional residential property and Common Area may be annexed to the Properties with the consent of two-thirds (2/3) of each class of members. (b) Under no circumstances shall Declarant be required to make such additions, and until such time as such additions are made to the property as provided herein, the remaining land owned by Declarant, other than the Properties, shall in no way be affected or become subject to the Declaration. (c) The additions authorized under this Article shall be made by filing of record a Supplementary Declaration of Covenants, Conditions and Restrictions with respect to the additional property which shall extend the scheme of the covenants and restrictions of this Declaration to such property. Such Supplementary Declaration may contain such complimentary additions and modifications of the covenants and restrictions contained in this Declaration as may be ne<;essary to reflect the different character, if any, of the added properties and as are not inconsistent with the scheme of this Declaration provided, however, that no addition shall revoke or diminish the rights of the Owners of the Properties to the utilization of the Common Area as established hereunder except to grant to the owners of the additions to the Properties being added the right to use the Common Area, according to the terms and conditions as established hereunder. ARTICLE VII - EXTERIOR MAINTENANCEIBUILDING AND GROUNDS Maintenance of-Premises. In the event an Owner of any Lot in the Properties shall fail to maintain the premises and the improvements situated thereon in a manner satisfactory to the Board of Directors, the Association after approval by two-thirds (2/3) vote of the Board of Directors, and giving the property owner ten (10) days written notice, shall have the right, through its agents and employees, to enter upon said parcel and to repair, maintain and restore the Lot and the exterior of the buildings and any other improvements erected thereon. The entry on such Lot for such purposes shall not constitute a trespass. The cost of such exterior maintenance shall be added to and become part of the assessment to which such Lot is subject. ARTICLE VIII - GENERAL RESTRICTIONS Section 1. Land Use and Building Type. All lots in said subdivision shall be known, described and used only for professional office purposes. No building shall be erected, altered, placed or permitted to remain on any lot other than a professional office, not to exceed two (2) stories in height. Section 2. Carports. No open carport may be constructed. 6 Section 3. Office Size. All office buildings to be constructed shall have a square footage not to exceed the City of Winter Springs building code. Section 4. Building Materials. The front of all buildings shall be constructed of brick, stucco, native stone, wood or other ftnished materials as approved by the Association. Section 5. Building Location. The buildings shall be located per the building setback codes in the City of Winter Springs. Section 6. Signs. Signs shall be displayed and constructed per the City of Winter Springs building code and shall be subject to review of the Association of the City. No commercial flags, pennants or other such devices shall be allowed. Section 7. Fences. No fence or wall shall be constructed, erected or maintained on or around any portion of a lot that has not been approved by the Association and the City of Winter Springs. Section 8. Animals. No animals, fowl or reptiles shall be allowed off the premises of owner's site except on a leash. In no event shall such pets be kept, bred, or maintained for any commercial purposes. Section 9. Temporary Structures. No structure of a temporary character, including a trailer, basement, tent, shack, garage, barn or other such building shall be placed upon the lots at any time; provided, however, that this prohibition shall not apply to shelter used by the contractors or Declarant during the construction of the main dwelling houses, it being clearly understood that these temporary shelters may not, at any time, be used as residences or permitted to remain on the lots after the completion of the construction. Section 10. Garbage and Trash Disposal. No lot shall be used or maintained as a dumping ground for rubbish, trash or other waste. All trash, garbage and other rubbish shall be kept in sanitary containers and except during pick up if required to be placed at the curb, all garbage containers shall be either located in the garage or within a structural enclosure of at least 60 inches in height. Section 11. Easements. Easements for installation and maintenance of utilities and drainage facilities are reserved as shown on the recorded plat. Within these easements any structure, planting or other materials which may damage or interfere with the installation and maintenance of utilities Or which may interfere with the construction or use of utilities in said easements and all improvements in it shall be removed and or reinstalled by the owner of the lot at the owners expense, except for those improvements for which a public authority or utility company is responsible. The Association shall have a perpetual non-exclusive easement over all areas of the surface 7 water or stormwater 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 lot which is a part of the surface water or stormwater management system, at a reasonable time and in a reasonable manner, to operate, maintain or repair the surface water or stormwater management system as required by the St. Johns River Water Management District permit. Additionally, the Association shall have a perpetual non-exclusive easement for drainage over the entire surface water or stormwater management system. No person shall alter the drainage flow of the surface water or stormwater management system, including buffer areas or swales, without the prior written approval of the St. Johns River Water Management District. Section 12. Offensive Activities. No noxious or offensive activity shall be carried on or upon any lot, nor shall anything be done thereon tending to cause embarrassment, discomfort, annoyance or nuisance to the office park. There shall not be maintained any plants or animals, or device of any sort whose normal activities or existence is in any way noxious, dangerous, unsightly, unpleasant, or of a nature as may diminish or destroy the enjoyment of other property in the neighborhood by the owners thereof. Section 13. Vehicles and Repairs. Recreational vehicles, commercial vehicles and the like shall be parked in accordance with City of Winter Springs Zoning Regulations. There will be no parking of other vehicles on any area of the lot except areas paved for that purpose. There shall be no major repair performed on any motor vehicle on or adjacent to any lot in the subdivision or on the public street or streets of said subdivision. Section 14. Landscaping. All landscape plans shall be submitted to and approved by the ARB prior to commencement of any landscaping. Section 15. This section has been deleted.. Section 16. Sidewalks and Driveways.~ Sidewalks and driveways shall be installed by the lot owners in accordance with the requirements and specifications of City of Winter Springs. Section 17. Mailboxes. Mailboxes will be of uniform standard design and approved by the ARB prior to installation. Section 18. Roofs. Roof shingles shall be 30 year, approved shingle or better. Roofing materials shall be submitted to the ARB with office plan elevations for approval. ARTICLE IX - GENERAL PROVISIONS Section 1. Term. These covenants shall remain in full force and run with the land and bind the land for a term of twenty (20) years from the date this instrument is recorded, after which time they shall be automatically extended for successive periods often (10) years. 8 Section 2. Amendment. So long as Declarant owns one or more lots in this subdivision, Declarant may change these restrictions in whole or in part by executing a written instrument making said changes and having the same duly recorded in the Public Records of Seminole County, Florida. Thereafter this Declaration may be amended during the first twenty (20) year period by an instrument signed by not less than ninety percent (90%) of the Lot Owners, and thereafter by an instrument signed by not less than seventy-five per cent (75%) of the Lot Owners. Any amendment must be in writing. Any amendment to the Covenants and Restrictions which would alter the surface water or stormwater management system, beyond maintenance in its original condition, including the water management portions of the common areas, must have the prior approval of the St. Johns River Water Management District. Section 3. Enforcement. The Declarant, as it owns one or more Lots in the Properties; the Association; or any Owner shall have the right to enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants or reservations of this Declaration and any amendment thereto. It is expressly understood and agreed that all costs, including reasonable attorneys' fees incurred by the moving party in any legal proceedings which result in the successful enforcement of any covenant or restriction contained herein shall be borne in full by the defendant in such proceeding. Failure by th(i Declarant, the Association, or any Owner to enforce any covenant or restrictions herein contained shall in no event be deemed a waiver of the right to do so thereafter. The St. Johns River Water Management District shall have the right to enforce, by a proceeding at law or in equity, the provisions contained in this Declaration which relate to the maintenance, operation and repair of the surface water or stormwater management system. Maintenance, operation and repair shall mean the exercise of practices, such as mowing and erosion repair, which allow the swales to provide drainage, water storage, conveyance or other stormwater numagement capabilities as permitted by the St. Johns River Water Management District. Filling, exeavation, construction of fences or otherwise obstructing the surface water flow in the swales is prohibited. No alteration of the Drainage Swale shall be authorized and any damage to any Drainage Swale, whether cased by natural or human-induced phenomena, shall be repaired and the Drainage Swale returned to its former condition as soon as possible by the Owner(s) of the Lot(s) upon which the Drainage Swale is located. Section 4. Severability. Invalidation of anyone of these covenants or restrictions, or any part thereof, by judgment or court order shall in no way affect any of the other provisions which shall remain in full force and effect. ARTICLE X - INSURANCE AND CASUAL TV LOSSES The Association's Board of Directors shall have the authority to obtain insurance for 9 insurable improvements on the Common Property owned by it, and on any Area of Common Responsibility, against loss or damage by fire or other hazards, including extended coverage, vallldalism, and malicious mischief, and to obtain public liability policies covering the Association and its Members for damage or injury caused by the negligence of the Association or any of its Members or agents, and, if obtainable, directors' and officers' liability insurance, and to obtain any and all other types of insurance coverages with respect to such risks or persons as shall be deemed necessary or appropriate by the Board of Directors. Any insurance obtained shall include such coverages, contain such deductibles provisions and be in such limits as shall be determined by the Board of Directors. The Association shall also have the discretion to self-insure against any risk. Premiums for insurance shall be a Common Expense if for the benefit of the Association, its officers or directors, the entire membership as a group, or relate to the Common Property or the Areas of Common Responsibility. All such insurance coverage obtained by the Board of Directors shall be written in the name of the Association, as Trustee, for the respective benefitted parties. Exclusive authority to adjust losses under policies in force on the Common Properties and obtained by the Association shall be vested in the Association's Board of Directors; provided, however, that no mortgagee having an interest in such losses may be prohibited from participating in the settlement negotiations, if any, related thereto. ARTICLE XI - GOVERNMENTAL PERMITS All governmental and or regulatory permits issued to the Declarant for construction and improvement of the "Moss Road LLC" Subdivision that require ongoing reporting and adherence to such permits shall be administered and adhered to by the Association until such time that all governmental or regulatory agency requirements have been satisfied. It is expressly understood the this provision and any costs associated with this provision shall be borne by the Association. IN WITNESS WHEREOF, the undersigned, being the Declarant l]!Jf"in,~unto signed this instrument and affixed its corporate seal thereto on this th~5Cray 0 2005. Si!~~ed' ed an. d deliv ed in t sence of: ~. '- -- rai ouhier, Managing Member oss Road LLC 738 Rugby Street Orlando, FL 32804 STATE OF FLORIDA COUNTY OF ORANGE 10 I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared Craig Rouhier, well known to me to be the Managing Member of Moss Road LLC, and President of Moss Road Professional Office Association and they severally acknowledged executing the foregoing instrument in the presence of two subscribing witnesses freely and voluntarily under authority duly vested in them by said corporation and that the seal affixed thereto is the true corporate seal of said corporation. d:iTNESS my hand and official seal i he County and State last aforesaid this~ of , 2005. , Tllis instrument prepared by: Moss Road LLC 738 Rugby Avenue Orlando, Florida 32804 "'If II J J ................................. MIU8M ALBRECHT ! ({I) CommI DOO3538IlO I Expnt "J1~ I ~ ~ 80ncIed lhru (800)432....254: ~,~~~ Flonda Notary As&n., Inc ! 11 - --."- --- -. _.. n '~'U "~;:\.:A Prepared by: Return to: MARVIN L. BEAMAN, JR., ESQ. MARVIN L. BEAMAN, JR., P.A. 605 N. Wymore Road Winter Park, FL 32789-2893 MARYANNE MORSE, tl.ERK (F CIRCUlttDJRT SEMINOLE Cf.UItt BK 0587& PGS 1187-1189 CLERK'S I 2<KtSJLt665it RECORDED O8Ia512OOS 0311211~ PM RECOfIDIN8 Ff::n e1.00 RECORllED BY t hold.. JOINDER AND CONSENT TO DEDICATION FOR INTERNATIONAL OFFICE PLAZA KNOW ALL MEN BY THESE PRESENTS: COLONIAL BANK, N.A., hereinafter referred to as "Mortgagee", is the owner and holder of that certain Mortgage (hereinafter referred to as the "Mortgage") recorded in Official Records Book 05519, Page 0009-0022, Public Records of Seminole County, Florida, and certifies that it is the holder of the Mortgage together with that certain Assignment of Leases, Rents, and Contract Rights (hereinafter referred to as the " Assignment") recorded in Official Records Book 05519, Pages 0023-0033, and that UCC- 1 Financing Statement (hereinafter referred to as the ''UCC-l'') recorded in Official Records Book 05519, Pages 0034-0038, all of the foregoing being of the Public Records of Seminole County, Florida. COLONIAL BANK, N.A. joins in and consents to the dedication of the lands described in Exhibit "A" attached hereto by MOSS ROAD, LLC, and O-MEI INTERNATIONAL, INC., the owners thereof, and agrees that its Mortgage, Assignment, and UCC-l identified herein shall be subordinated to the Dedication as set forth in P!f-t ~f INTERNATIONAL OFFICE PLAZA recorded in Plat Book (~8 , at Page 31- Public Records of Seminole County, Florida. Signed, and delivered in the presence of: j;m(fLk Signature ~ M i- PrintN~ I ;;'l~~'~_ Signature ~ ' '- Print Name: In - s?1""L~ "MORTGAGEE" COLONIAL BANK, N.A. J//L By: Name: H. E. DAVIS Title: Vice Chairman Date: () 7 -;2;;' - tJS- 201 E. Pine Street Orlando, FL 32801 STATE OF FLORIDA COUNTY OF ORANGE The foregoing instrument was acknowledged before me this~ day of July, 2005 by H. E. DAVIS, as Vice Chairman, of COLONIAL BANK, N.A., on behalf of the corporation, who [vJ is personally known to me or [ ] has produced as identification. ~dr': M. ~n& S66ature 0 Person Taking AClmowl~ent Print Name: "J J4/(/Y'~c:'~. /L74~ L. Title: Notary Public Serial No. (if any): j)DO) f ()~ I ? Commission Expires: "1(; o/tll1 .7 I....... .......................... ... ........... ..... : _\\,"~'''.. JANYCE M, FORTIER : Nfl!. ~mml8slon # 000180217 : : \~ ,i~ Expires 4/1312007 5 : "',:F t1':~~ . : 't'",llf.~\\\'~ Bonded through : : (800-432-4254) Florida Notary Assn., Inc. : .......................111........................... , . ","l EXHIBIT "A" LEGAL DESCRIPllON A parcel of lond comprising portions of Lots 52 and 53, Block "D", D.R. Mitchell's Survey of The Levy Grant on Lake Jessup, as recorded in Plat Book 1, Page 5, Public Records of Seminole County, Florida. Being more particularly described as follows: BEGIN at the point of intersection of the Southerly right-of-way line of State Road No. 434 and the Easterly right-of-way line of Moss Road; thence run North 45"47'24" East along said Southerly right-of-way line of State Road No. 434 for a distance of 13.94 feet; thence continuing along said Southerly right-of-way line run South 88"25'02" East for a distance of 540.17 feet to a point on the Easterly line of Parcel 2 of subject property per Official Records Book 4888, Page 1713 of aforesaid Public Records of Seminole County, Florida; thence departing said Southerly right-of-way line run South 00"00'07" East along said Easterly line for a distance of 260.10 feet; thence departing said Easterly line run North 88"25'02" West for a distance of 200.03 feet; thence run North 00.01'20" West for a distance of 20.05 feet; thence run South 89"58'40" West for' a distance of 350.00 feet; thence run North 00"00'00" East for a distance of 239.86 feet to aforesaid POINT OF BEGINNING. Contains 3.161 acres more or less. , " Prepared by: Return to: MARVIN L. BEAMAN, JR., ESQ. MARVIN L. BEAMAN, JR., P.A. 605 N. Wymore Road Winter Park, FL 32789-2893 ~'IARwmr *~t fl.ERK (F CIRCUIT cwrtl IN1l.E CflIfrY K (.5876 PGS 119()-1192 CLERK'S. 20()514GG55 RECORDED 08I25I200S 03aI2al<4 PM RECORlUNG FEES 27.00 RECORDED BV t hold,,, ~ JOINDER AND CONSENT TO DEDICATION FOR INTERNATIONAL OFFICE PLAZA KNOW ALL MEN BY THESE PRESENTS: FIRST COMMERCIAL BANK OF FLORIDA, hereinafter referred to as "Mortgagee", is the owner and holder of those certain Mortgages (hereinafter referred to as the "Mortgage") recorded in Official Records Book 05734, Page 0418-0043, and in Official Records Book 05734, Page 0444-0469 Public Records of Seminole County, Florida, and certifies that it is the holder of the Mortgages together with that certain Assignment of Leases, Rents, and Profits (hereinafter referred to as the "Assignment") recorded in Official Records Book 05734, Pages 0470-0474, and that DCC-l Financing Statement (hereinafter referred to as the "DCC-l") recorded in Official Records Book 05734, Pages 0475-0478, all of the foregoing being of the Public Records of Seminole County, Florida. FIRST COMMERCIAL BANK OF FLORIDA joins in and consents to the dedication of the lands described in Exhibit "A" attached hereto by MOSS ROAD, LLC, and O-MEI INTERNATIONAL, INC., the owners thereof, and agrees that its Mortgages, Assignment, and UCC-! identified herein shall be subordinated to the Dedication as set forth ~ Pi o~ INTERNATIONAL OFFICE PLAZA recorded in Plat Book lIP , at Page r . Public Records of Seminole County, Florida. . Signed, and delivered in the presence of: "MORTGAGEE" ~TCO~RCIALBANKOF FLORIDA r------.. ~~~ '. 'A ~- 'f'<\~ Signature Print,~e: ~. m6Me... ex ctuAu1 e/ . Signature Print Name: Lauren 5. [AJt1AbaI"4( BY:~~-~ Name: C I , cro Title: Y;j (r,;'l .. Date: 6?5 5 3505 W, Lake Mary Blvd. Lake Mary, FL 32746 STATE OF FLORIDA COUNTY OF ORANGE The foregoing instrument was acknowledged before me this d) S- day of May, 2005 by Chrote.. COI...Jey , as \J. ? , of FIRST COMMERCIAL BANK OF FLORIDA, on behalf of the corporation, who [~personally known to me or [ ] has produced ~\,,\\lIIII"'11111 .. ,,\,,\..\'{ ~ G. MOo. 11'1;. ~",a\"'...."." 19~~ ~ ...~",\SSION ~~." ~ ~ .. e"c:5 ~~\\\ 1, 200. ~" ~. N t Stam - ..>.. T" l5' ~. .. o ary p::~ U'.~ ~ :*: ..... :*:: S ~o\ #DD 082593 .: ;:s g ~::;..\..--t. ~.~~ ~ ~ ';'b~ Sollded",\II ~.. <::i::;.... ~ ~r ,.;.r.PUbIIC U~60t..;. <<~.$' "Z ltp ....... to ()'\ ~'" ~III. ailC sn;'i" \,,, II""'f III 11\\"'\ (~entification. ~'.~----- ~. f\\00<..p Signature OfP~~ Acknowledgment Print Name: \ c ~ CL G. r'('\(X>("e:...., Title: Notary Public \ Serial No. (if any): Commission Expires: ; / ~ I,.. /OJoc'J&:, I , . EXHIBIT "A" LEGAL DESCRIPTlON A parcel of land comprisIng portions of Lots 52 and 53, Block "0", O.R. Mitchell's Survey of The Levy Gran t on. Lake Jessup, os recorded in Plot Book 1, Poge 5, Public Records of Seminole County, Florida, Being mor" particularly described os follows: BEGIN ot the point of intersection ot the Southerly right-ot-way line of State Rood No. 4.34 and the Easterly right-ot-way line of Moss Rood; thence run North 45'47'24" East along said Southerly right-of-way line of Stote Rood No. 434 for a distance of 13.94 feet; thence continuing along said Southerly right-of-way line run South 86'25'02" East tor 0 distonce at 540.17 feet to 0 point on the Easterly line of Parcel 2 of subject property per Official Records Book 4888, Page 1713 of aforesaid Public Records of Seminole County, Florida; thence deporting soid Southerly right-ot-way line run South 00'00'07" East olong said Easterly line for a distance of 260.10 feet; thence deporting said Easterly line run North 88'25'02" West for a distance of 200,0;' feet; thence run North 00'01'20" West for 0 distance of 20.05 fee,t; thence run South 89'58'40" West for 0 distance of 350.00 feet; thence run North 00'00'00" East for 0 distance of 239.86 feet to aforesoid POINT OF' BEGINNING. Contains 3.161 ocres more or less.