HomeMy WebLinkAboutHarbor Winds
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This instrument was prepared by
and should be returned to:
V) JESSE E. GRAHAM, SR., ESQ.
. Graham, Builder, Jones, Pratt & Marks, LLP
(~.. 369 N. New York Avenue, Winter Park; FL 32789
"t P.O. Drawer 1690, Winter Park, FL 32790
tlAfW~NNE MORSE, CLERK OF CIRCUIT COURT
SFMINUI.F. COUNTY
BI{ Ob~~:58 Pqs 050G - 5::i8j (S3pgs)
CLERK'S ti 2006075663
Ri:COHlJ~D 05/09/2006 03:59:54 PM
R~CfJHIHN6 FEES 4Sc.00
RE-:Ct:JnOl:::O BY l. Mr::Ki nley
Space Above Reserved for Recording Infonnation
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
FOR HARBOR WINDS
THIS DECLARATION, made and executed as of the 3 day of mO~
MORRISON HOMES, INC., whosemailingaddressisl51SouthhallLane.Suie
Florida 32751-7172, hereinafter referred to as "Declarant."
,
, 2006, by
200, Maitland,
WHEREAS, Declarant is the owner of certain property in the County of Seminole, State of
Florida, which is more particularly described in the schedule attached hereto as Exhibit "A. "
NOW, THEREFORE, Declarant hereby declares that all of the real property described above
shall be held, sold, conveyed, leased, encumbered and otherwise dealt with subject to the easements,
restrictions, covenants, and conditions, reservations, charges and lien rights hereinafter set forth, all of
which are for the purpose of protecting the value, desirability and attractiveness of, and which shall run
with, said real property and be binding upon, and inure to the benefit of, all parties having or acquiring
any right, title or interest in the described properties or any part thereof, their heirs, successors and
assIgns.
ARTICLE I
DEFINITIONS
Section 1.1. Defined Terms. The following words and phrases, when used in this Declaration or
any supplemental declaration hereto, shall have the following meanings:
(a) "Additional Property" shall mean real property, other than that described in the
schedule attached hereto as Exhibit "A", which may in the future be brought within the jurisdiction of the
Association and this Declaration by amendment or supplement to this Declaration.
(b) "Architectural Review Committee" and "ARC" shall refer to the committee
established and described in Article V hereof.
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( c) " Articles" shall mean the Articles of Incorporation of the Association as they
may exist from time to time.
(d) "AssoCiation" shall mean HARBOR WINDS TOWNHOMES OWNERS'
ASSOCIATION, INC., a Florida not for profit corporation, its successors and assigns. The initial
Articles of Incorporation of the ,Association are attached hereto as Exhibit "B" and incorporated herein by
reference.
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(e) "Board" shall mean the Board of Directors of the Association.
(f) "By-Laws" shall mean the By-Laws of the Association as they may exist from
time to time. The initial By~Laws are attached hereto as Exhibit "C", and incorporated herein by
reference.
(g) "Common Expenses" shall mean expenditures for maintenance, operation and
other services required or authorized to be performed by the Association with respect to the Common
Area, Surface Water Management System, and the Conservation Area, or otherwise, and other obligations
set forth herein. i
(h) "Common Area" shall mean and refer to those areas of land shown on any
recorded subdivision plat of the Properties intended to be devoted to the common use and enjoyment of
the owners of the Properties; all real property, including any improvements thereon, owned by the
Association for the common use and enjoyment of the Owners; any real property subsequently deeded by
the Declarant to the Association for the common use and enjoyment of the Owners; the Surface Water
Management System, all stornlwater detention/retention areas, if any, as hereafter defined; walls and
entry features; and the Conserv~tion Area. The Common Area shall include specifically, but not by way
oflimitation, the Streets, sidew~lks and the recreation areas (e.g., pool and cabana).
(i) "Declarant" shall mean MORRISON HOMES, INe. Wherever the term
Declarant is used in this Declaration, the Articles or By-Laws, it shall be deemed to include the
successors and assigns of the Declarant, but only to the extent specifically so identified by an instrument
in writing executed and recorded by the Declarant and shall not include an Owner who has purchased a
Lot from the Declarant.
G) "Declaration" shall mean this Declaration of Covenants, Conditions and
Restrictions as it may, from time to time, be amended or supplemented.
(k) "Institutional Lender" shall mean the owner and holder of a mortgage
encumbering a Lot when such owner and holder shall be a bank, savings bank, mortgage company, life
insurance company, federal or state savings and loan association, an agency of the United States
government, public or private pension fund, the Veteran's Administration, the Federal National Mortgage
Association, the Federal Home Loan Mortgage Corporation, the Federal Housing Administration, a credit
union, real estate or mortgage investment trust, or other lender generally recognized in the community as
an institutional lender.
(1) "Lot" shall mean any parcel of land shown on any recorded subdivision map or
plat of the Property upon which shall be located a residential dwelling unit.
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(m) "Maintenance" shall mean, but not be limited to, cleanup, landscaping and
grounds care, and upkeep of: recreational amenities, the Surface Water Management System, the
Conservation Area, and other fabilities within the Common Area, and the repair, maintenance and upkeep
of the entry features and Privacy Walls, as defined below. The term "maintenance", as applied to the
Surface Water Management System, shall mean the exercise of practices which allow the system to
provide drainage, water storage, conveyance or other surface water or stormwater management
capabilities as permitted by the! St. Johns River Water Management District, including (i) checking the
inlets for accumulation of debris and sedimentation; (ii) checking for pond side slope stability by
replacing dead sod and, after mowing operations, checking for disturbed side banks; and (iii) cleaning
sediment out of mitered end sections (inflow to ponds). Any repair or reconstruction of the Surface Water
Management System shall be gS permitted, or if modified, as approved, by the St. Johns River Water
Management District. I
(n) "Mem~er" shall mean all Owners who are Members of the Association as
provided in this Declaration. I
(0) "NoticJ" shall mean delivery to the person or entity who appears as Owner in
the records of the Association df any document by mail with postage prepaid to the last known address
reflected in the records of the :Association. Notice to one of two or more co-owners of a Lot shall
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constitute notice to all Owners of such Lot.
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(p) "Ownet" shall mean the owner as shown on the records of the Association
(whether it be the Declarant, one or more persons, firms or legal entities) of fee simple title to any Lot
located within the Property or arty Additional Property. Owner shall not mean the holder of any mortgage
or lien unless and until such holder has acquired title pursuant to foreclosure or a proceeding or deed in
lieu of foreclosure nor shall the lerm include any lessee or tenant of any Owner.
(q) "Plan"i shall mean any recorded plat of any portion of the Property and
Additional Property for the deve~opment of HARBOR WINDS.
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(r) "Property" shall mean the real property described in Exhibit "A" attached
hereto and, when added in accbrdance with the terms and conditions hereof, any Additional Property
which may be made subject to this Declaration in the manner provided herein.
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(s) "Streets" shall mean the areas designated for vehicular traffic and more
particularly known as Tract A on the Plan, which area is not included in a Lot.
(t) "Surface Water Management System" shall mean that portion of the Property
constituting a system 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, overdrainage, environmental degradation, and water
pollution or otherwise affect the quantity and quality of discharges from the system, as permitted pursuant
to Chapters 40C-4, 40C-40, or 40C-42, Florida Administrative Code, the maintenance of which shall be
the responsibility of the Association in accordance with the Storm Waters Management Permit No.40-
117-97208-1, previously issued by St. Johns River Water Management District, as amended from time to
time.
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(u) "HA.RBOR WINDS" shall mean the property described in the schedule attached
hereto as Exhibit "A" which is to be platted as HARBOR WINDS according to the plat thereof which is
to be recorded in the Public Records of Seminole County, Florida, together with any Additional Property
which may be made subject to the terms ofthis Declaration in the future pursuant to the terms hereof.
(v) "Improvements" shall mean and refer to all structures of any kind including,
without limitation, any building or buildings, fences and Privacy Walls, and shall mean and refer to all
landscaping, exterior lighting or landscape device or object.
(w) "Initial Assessment" shall mean the one time assessment collected from an
initial purchaser of a Lot upon which Lot a single-family Residence has been constructed from a Builder
as provided for in Section 5.9 hereafter.
(x) "Conservation Area" or "Conservation Easement Area" shall mean and refer
to all such Property so designated upon any recorded Subdivision Plat or Plats of the Property. The
Declarant reserves the right to add lands to the Conservation Easement Area.
(y) "Privacy Wall" or "Privacy Walls" are defined in Article IX below.
(z) "Party Wall" or "Party Walls" are defmed in Article VIII below.
Section 1.2. InteY/Jretadon. Unless the context otherwise requires, the use herein of the singular
shall include the plural and vice: versa; the use of one gender shall include all genders; and the use of the
term "including" shall mean "inCluding, without limitation". This Declaration shall be liberally construed
in favor of the party seeking to enforce the provisions hereof to effectuate the purpose of protecting and
enhancing the value, marketability, and desirability of the Properties by providing a common plan for the
development and preservation thereof. The headings used herein are for indexing purposes only and shall
not be used as a means of interpreting or construing the substantive provisions hereof.
ARTICLE IT
EASEMENTS AND PROPERTY RIGHTS IN THE COMMON AREA
Section 2.1. Utility Easements. The Declarant reserves the right to grant easements to any
public or private utility or governmental authority providing utility and other services within the Property
over, under, upon and through the Property. Any such easement granted by the Declarant pursuant hereto
shall be given for the purpose of maintaining, installing, repairing, altering and operating sewer lines,
irrigation lines, water lines, lift stations, effluent disposal lines, pipes, wires, power lines, telephone
service, gas lines, cable television service, alarm systems, and like machinery, equipment and apparatus
appurtenant to all of the forgoing as may be necessary or desirable for the installation and maintenance of
utilities and providing services to Owners, the Property and the Common Area. All such easements shall
be of such size, width and location as the Declarant, in its discretion, deems appropriate; provided,
however, such discretion will be exercised in such a manner so as to not unreasonably interfere with the
use of any improvements which are now, or may hereafter be, located upon the Property.
Section 2.2. Owners' Easement of Eniovment. Except as to (i) the Surface Water Management
System which shall be operated and maintained by the Association as required by the St. Johns River
Water Management District, (ii) prainage and Utility Easements dedicated in the HARBOR WINDS Plat
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to the Public and The City of Winter Springs, and (iii) the Conservation Area, every Owner shall have a
right and easement of enjoyment in and to the Common Areas, if any, which shall be appurtenant to and
shall pass with the title to every ,Lot.
Section 2.3. Convevance of Common Area. On or before such time as eighty percent (80%) of
the Lots have been sold and ~onveyed from the Declarant to the individual Owners, Declarant shall
convey by quit claim deed its i fee simple right, title and interest in and to those areas designated as
Common Area on the Plan to the Association, such deed to be recorded among the public records of
Seminole County, Florida; and whereupon the Association shall assume the responsibility for the
maintenance and repair of such Common Area in accordance with the terms and provisions of this
Declaration. i
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Section 2.4. Streets. Easements and Property Rights in the Streets within the Property shall be
governed by the provisions of Article VI herein.
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Section 2.5. Surface Water Manaffement Svstem. The Association shall have a perpetual and
non-exclusive easement over all areas of the Surface Water Management System for access to operate,
maintain, or repair the same. 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 Management System, at a reasonable time and in a
reasonable manner, to operate, Ihaintain, or repair the Surface Water Management System as required by
the St. Johns River Water Man~gement District Permit described above in Section 1.l(t). Additionally,
the Association shall have a perpetual non-exclusive easement for drainage over the entire Surface Water
Management System. No person shall alter the drainage flow of the Surface Water Management System,
including buffer areas or swales, without the prior written approval of the St. Jolms River Water
Management District. I
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Surface Water Management System shall include those portions of the Property designated on the
Plan as Retention Areas or Drainage Easements (collectively "Drainage Areas") by Declarant for
irrigation, drainage or beautifidtion purposes in a manner consistent with the original design thereof by
the Declarant and in accordance with the requirements of applicable governmental authorities. The
Drainage Areas shown on the Plan, any plat or conveyance shall be used for the construction, repair and
maintenance of drainage faciliti~s including, but not limited to, canals, pumps, pipes, inlets and outfall
structures and all necessary appurtenances thereto. In addition to the consent required above from the St.
Johns River Water Management District, the location of the drainage pattern may not be modified or
relocated without the prior written consent of the Declarant and any other applicable governmental
authority. In the event of a tlissolution or termination of the Association, the administration and
maintenance of the Drainage Areas shall be transferred only to another not-for-profit corporation or
dedicated to an appropriate govepunental agency agreeing to accept such conveyance or dedication.
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Section 2.6. Maintenance of Common Areas. The Association shall perform all maintenance as
described in Subsection 1.1 (m). i Until such time as the Class B Membership is converted to Class A as
provided for hereinafter, and any provisions herein to the contrary notwithstanding, in the event the
assessments collected by the Association are insufficient to pay the cost of Maintenance of the Common
Areas, the Declarant shall be obligated to fund the cost of the same.
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Section 2. 7. Encroachment. If any portion of an Improvement encroaches upon any Lot or any
Improvement or other improve~ent upon any Lot encroaches upon any other Lot as a result of (i) the
original construction of such Improvement by the Developer; (ii) the settling or shifting of any
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Improvement; or (iii) any non-purposeful or non-negligent act of an Owner or the Association in
repairing, replacing or maintaining any Improvement (including any wall along the boundary line of a
Lot), then in any such event an easement shall exist for such encroachment and for the maintenance of
same as long as the encroachment shall exist.
Section 2.8 Additional Easements. The Declarant (so long as the Declarant is a Class B
Member) and the Association (after the Declarant ceases to be a Class B Member), on their behalf and on
behalf of all Owners, each shall have the right to (i) grant and declare additional easements over, on,
under, and/or across the Common Area in favor of the Owners and their guests and invitees, or in favor of
any other person, entity, public or quasi public authority, or utility company, or (ii) modify, relocate,
abandon or terminate existing easements within or outside the Property in favor of the Association and/or
the Owners of the Property and their guests and invitees, or in favor of any person, entity, public or quasi
public authority, or utility company, as the Declarant or the Association may deem desirable for the
proper operation and maintenance of the Property, or any portion thereof, or for the health, safety or
welfare of the Owners, or for any other reason or purpose. So long as such additional easements, or the
modification, relocation or abandonment of existing easements will not unreasonably and adversely
interfere with the construction of Improvements on a Lot, or the use of any Lot and Improvement
constructed thereon for dwelling purposes, no joinder of any Owner or any mortgagee of any Lot shall be
required; or, if same would unreasonably and adversely interfere with the use of any Lot for dwelling
purposes, only the joinder of the Owners and the mortgagees of Lots so effected shall be required.
ARTICLE III
RULES AND REGULATIONS
Section 3.1. Residentiai Use. Each Lot shall be used for single-family residential purposes only,
and no trade or business of any kind may be carried on therein or thereon; provided, however, the lease or
rental of a residence shall not constitute a violation of this covenant.
Section 3.2. Antennas. No television antennas may be erected and maintained on a Lot if cable
television is available to serve the Properties. If cable television is not available, a single television
antenna may be erected and maintained solely within the attic area and not otherwise visible from the
exterior, which antenna shall be removed within three (3) months from the date of availability of cable
television. A satellite dish which is less than one meter in diameter is permitted and shall be installed so
that the same is not visible from the street, provided, however, that this restriction shall not apply if
installation in a location visible from the street is necessary in order for reception to be received by such
satellite dish.
Section 3.3. Clothes Drving Area. No portion of any Lot shall be used as a drying or hanging
area for laundry of any kind.
Section 3.4. Prohibition of Damage and Certain Activities. Nothing shall be done or kept on
any Lot or in the Common Area which would be in violation of this Declaration or any statute rule
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ordinance, regulation, permit or other validly imposed requirement of any governmental body. No
damage to, or waste of, the Common Area shall be committed by any Owner or any Tenant or invitee of
any Owner; and each Owner shall indemnify and hold the Association and other Owners harmless against
all loss resulting from any such damage or waste caused by him or his Tenants or invitees, to the
Association or other Owners. N9 noxious, destructive or offensive activity shall be permitted on any Lot
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or in the Common hea, nor shall anything be done therein which may be or may become an annoyance
or nuisance to any other Owner or to any other person at any time lawfully residing on the Property.
Section 3.5. Si/!ns Prohibited. No sign on any kind shall be displayed to the public view on any
Lot or the Common Area.
Section 3.6. Parkin/!. In addition to the provisions contained in Section 6.2 below, no truck or
van with more than 3/4 ton capacity, boat, trailer, recreational vehicle or commercial vehicle shall be
parked, stored or otherwise kept on any portion of the Property for more than twenty-four (24) hours,
except that any of the foregoing vehicles may be stored in the garage on a Lot so long as the garage door
is fully closed while such vehicle is located therein. The term "commercial vehicle" shall include,
without limitation, all autos, trucks, vans and other vehicular equipment, which bear signs or shall have
printed thereon any reference to a commercial undertaking or enterprise. Commercial vehicles in the
process of loading or unloading shall not be considered to "parked" so long as such vehicles shall not be
kept on the Property overnight. Further, the Association may promulgate further rules and regulations
affecting the parking of any vehicles on the Lot which appear in the best interests of all Owners.
Section 3.7. Animals. No animals, livestock, or poultry of any kind shall be raised, bred, or kept
on any Lot or the Common Area, except that dogs, cats and other customary household pets (but not to
exceed a total of three (3) pets) may be kept on Lots subject to limitations, which may be imposed from
time to time by applicable governmental authority and further subject to rules and regulations adopted by
the Association, provided that they are not kept, bred, or maintained for any commercial purpose. Each
Owner shall be responsible at all times for the prompt collection and proper removal and disposal of all
excrement from their pets. The Association may prohibit the keeping of any pet anywhere upon the
Property which the Association reasonably determines may constitute a threat to the safety or health of
persons lawfully upop the Property. All Owners at all times shall comply with all rules, regulations,
ordinances, statutes, and laws adopted, promulgated, or enforced by any public agency having jurisdiction
of the Property and relating to animals, and shall at no time allow such animals to constitute a nuisance
within any portion of the Property.
Section 3.8. ,Trash and Garba/!e. No trash, garbage, or other waste material shall be kept or
permitted upon any Lot or the Common Area except inside the improvements on each Lot or in sanitary
containers concealed from view and otherwise in conformity with rules and regulations adopted by the
Association. There shall be no burning of trash or any other waste material.
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Section 3.9. Provisions Are Inoperative As to Initial Construction. Nothing contained in this
Declaration shall be interpreted or construed to prevent the Declarant, its transferees, or its or their
contractors, or sub-contractors, from doing or performing on all or any part of the Property owned or
controlled by the Declarant, or its transferees, whatever they determine to be reasonably necessary or
advisable in connection with the completion of the construction, marketing and sale of improvements on
the Lots and the Common Area, .including, without limitation:
(a) , erecting, constructing, and maintaining thereon such temporary structures or uses
otherwise conforming with applicable zoning regulations of The City of Winter Springs, Florida as may
be reasonably necessary for the conduct of Declarant's business of completing such construction and
establishing the Property as a residential community and disposing of the same in parcels by sale, lease,
or otherwise; or
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(b) maintaining such sign or signs thereon conforming with applicable zoning
regulations of The City of Winter Springs, Florida as may be reasonably necessary in connection with the
sale, lease, or other tra,nsfer of the Property in parcels.
As used in this Section and its sub-paragraphs, the term "its transferees" specifically does not
include purchasers of Lots improved as completed residences.
Section 3.10. ,Recreational Equipment. There shall be no basketball backboards and any other
fixed game and play structures located on any Lot. Treehouses or platforms of the like kind or nature
shall not be constructed on any part of the Lot. Skateboard ramps or equivalent structures shall not be
permitted on any Lot. :
Section 3.11. ,Fences. Subject to the prior approval of the ARC, an Owner may install a privacy
fence only between such Owner's residential dwelling unit and an adjacent residential dwelling unit along
the line dividing the respective Lots. On any side where no other residential dwelling unit abuts the
Owner's unit, the Owner is hereby prohibited from erecting any fence. Any such fence so installed shall
be six feet (6') in height, as measured from the ground, and extend no more than eight feet (8') from the
rear of the Owner's residential dwelling unit. All such fences shall be manufactured from solid vinyl or
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pvc material and shall be white in color. From time to time, the ARC may adopt rules governing the
landscaping of such fences which may be required, provided always that any such landscaping which may
be permitted by the ARC shall be aesthetically compatible with the existing landscaping of the residential
dwelling unit. Owners of lots 1 through 16 and 54 through 62 may not install any fencing on said
lots.
Section 3.12. . Safe Neil!hborhood Improvements District. The City may require or permit the
Declarant to form one or more safe neighborhood improvements districts, as provided for in Part IV of
Chapter 163, Florida Statutes, as the same may be amended from time to time, for Maintenance and
operation of street lights to be installed on the Property, Maintenance of stormwater drainage and
retention systems, if any, on the Property, or the performance of other services beneficial to Owners of
Lots in HARBOR WINDS. All Lots shall be encompassed within any such district(s) which may be
established and shall be subject to the restrictions, limitations and assessments as may be imposed upon
the property within any such district(s). All Owners shall be bound by any agreement or resolution
creating a safe neighborhood improvement district and all Owners shall join in and execute any
instrument which may, be required in connection with the establishment of such district( s).
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Section 3.13. I Swimminl! Pools. No swimming pool, whether above or below ground, shall be
constructed on any Lot.
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Section 3.14. 'Air Conditioninl! Equipment. Heating and cooling of residences with systems of
active or passive solar~ wind and other forms of energy other than gas or electric shall be subject to prior
approval of the ARC. Components of such systems that are affixed to the exterior of a residence shall not
be permitted unless th~ design thereof shall have first been approved by the ARC. Exterior components
of any cooling or hea~ing system (or a combination thereof) shall be substantially screened from view
from the street fronting the residence.
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Section 3.15. ! Transmission Facilities. No radio or television signals, nor any other form of
electromagnetic radiation, shall be permitted to originate from any Lot which interferes with the reception
of television or radio received upon any other Lot.
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Section 3.16. ,Maintenance of Lots. No Lot shall be used or maintained as a dumping ground for
rubbish, trash, or other waste. All setback areas, yards, walkways, driveways and parking areas shall be
maintained and kept in a neat and clean condition, free of refuse and debris. All landscaped areas (up to
the edge of pavement 'on the public right-of-way adjacent to each Lot) shall be maintained in live, healthy
and growing condition, properly watered and trimmed. Any planting of grass, shrubs or trees which
become dead or badly, damaged, shall be replaced with similar sound and healthy plant materials.
Section 3.17.1 Fuel Tanks. No fuel tanks or similar storage receptacles may be exposed to view
from front or side streets or adjacent properties, but may be installed within the main dwelling house,
within a walled in or ~screened area, or buried underground, and shall be approved by the ARC prior to
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Section 3.18. !Mailboxes. All mailboxes shall be centrally located in one or more clusters within
the Common Area and shall meet the requirements of the United States Postal Service for multiple
mailboxes and shall otherwise conform with the criteria of the applicable governmental authority as to the
type of mailboxes all~wed and the specific distance needed in the recovery area of the street system.
There shall be no indi~idual mailboxes at a residence.
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Section 3.19. . Inoperative Vehicles and Repair. No inoperative cars, trucks, trailers or other
types of vehicles shall be allowed to remain on the Property for a period in excess of two (2) days. There
shall be no major maintenance, repair or restoration performed on any motor vehicle on or adjacent to any
Lot in the Property; provided, however, such maintenance, repair or restoration may be done if solely
within an enclosed garage. All vehicles shall have current license plates. Moreover, no stripped,
unsightly, offensive, wrecked, junked, or dismantled vehicles or portions thereof, shall be parked, stored
or located upon any L?t at any time.
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Section 3.20. Garaee Doors. All single family residences shall be constructed so as to include
operational garage doors. All garage doors shall remain closed at all time when not in use for entry or
exit to or from the gar~ge.
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Section 3.21. Window and Slid in!! Glass Door Treatments. All operable windows shall have
two inch (2") white blinds; all sliding glass doors shall have white vertical blinds. All non-operable
windows shall have a white backing.
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Section 3.22. Porches. Owners may install screen enclosures on existing patios or porches in the
rear of a residential dwelling unit subject to the prior review and approval by the ARC of the plans for
same. Any such enclosure approved by the ARC shall be constructed of screen material with white
aluminum framing. I;'Jo portion of the enclosure may be constructed of vinyl, including the roof or
covering portion of sl;1ch enclosure. No Owner shall be permitted to enlarge the size of the existing
concrete patio or porch at the rear of such Owner's residential dwelling unit for any purpose. Owners of
lots 1 through 16 and 54 through 62 may not install any screen enclosures on patios or porches
located on said lots. ~
Section 3.23.IRules and ReK.u[afions. No Owner shall violate the rules and regulations for the
use of the Lots and the I Common Area, as the same are from time to time adopted by the Association. The
prohibitions and restrictions contained in this Article shall be self-executing without implementation by
further rules and regulations; provided, however, the foregoing shall not be construed as an implied
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prohibition preventing the Association from extending the scope of such prohibitions and restrictions
from time to time by adopting further rules and regulations consistent with this Declaration.
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Section 3.24. Short Term Rentals. Rentals of any Residence for a period less than seven (7)
months shall be prohibited. Any change to this Section 3.24 reducing the minimum rental period to less
than six (6) months shall require the approval of the City. All leases shall be filed with the Association in
accordance with the requirements promulgated from time to time by the Board of Directors; such filing
shall be complied with seven (7) days after the effective date of the lease. All leases and occupancy of
leased premises shall yomply with the zoning laws and regulations of the City.
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Section 3.25.! Fines. In addition to all other remedies, in the sole discretion of the Board of
Directors or the Association, a fine or fines may be imposed upon an Owner for failure of any Owner, his
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family, guests, invitees, tenants, or employees to comply with any covenant, restriction, rule or regulation,
contained herein and rules or regulations promulgated under the Articles of Incorporation or Bylaws of
the Association, provi~ed the following procedures are adhered to:
a. I Notice. The Association shall notify the Owner of the infraction or infractions.
The Included in the notice shall be the date and time of the next Board of Directors meeting, which shall
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not be less than fourteen (14) days from the date of said notice. At the meeting, Owner shall present
reasons why penaltiesishould not be imposed.
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b. ! Hearing. The non-compliance shall be presented to the Board of Directors, at a
meeting which shall not be held less than fourteen (14) days after the date notice of non-compliance is
sent to Owner. The Board of Directors shall hear reasons why the penalties should not be imposed at said
hearing. A written decision of the Board of Directors shall be submitted to the Owner no later than
twenty-one (21) days after the Board of Director's meeting.
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c. I Appeal. Any person aggrieved by the decision of the Board of Directors as to a
non-compliance may, upon written re quest to the Board filed within seven (7) days of the request and
shall consist of three (3) non-interested members of the Association. The appeals committee shall meet
and file a written determination of the matter and serve copies on both the Board and the aggrieved
person. In no case shall the appeals committee's findings be binding on either party; however, the Board
of Directors may elec~ to review its decision in light of the [mdings of the appeals committee. A failure
of an Owner to file appeal shall be deemed to be a waiver of any further legal remedies relating to the
infraction.
d. Penalties. The Board of Directors may impose special assessments as follows:
(i) First non-compliance or violation: a fine not in excess of One Hundred
Dollars ($100.00).
(ii) Second non-compliance or violation: a fine not m excess of Five
Hundred Dollars ($500.00).
(iii) Third and subsequent non-compliance or violations that are of a
continuing nature: a fine not in excess of One Thousand Dollars ($1,000.00).
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e. Payment of Penalties. Fines shall be paid no later than thirty (30) days after
notice of the imposition or assessment.
f. I Application. All monies received from fines shall be allocated for the benefit of
the Association as dire~ted by the Board of Directors.
g. Nonexclusive Remedv. These fines shall not be construed to be exclusive, and
shall exist in addition to other rights and remedies to which the Association may be otherwise legally
entitled; however, any penalty 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.
ARTICLE IV
MEMBERSHIP AND VOTING RIGHTS
Section 4.1. . Membership. Every Owner of a Lot shall be a Member of the Association.
Membership shall be <:1ppurtenant to and may not be separated from ownership of any Lot which is subject
to assessment. I
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Section 4.2. Votin1! Rif!hts. The Association shall have two classes of voting membership:
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Class! A. Class A Members shall be all Owners, with the exception of the Declarant,
each of whom 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 inlno event shall more than one (1) vote be case with respect to any Lot.
Class: B. The Class B Member shall be the Declarant who 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:
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I (a) three (3) months after ninety percent (90%) of the maximum number of
residential Lots allowed for the Property have been conveyed to Class A Members;
Declaration.
(b) On the date which is ten (10) years after the recording of this
ARTICLE V
COVENANT FOR MAINTENANCE ASSESSMENTS
Section 5.1. t:reation of the Lien and Personal Obli1!ation of Assessments. The Declarant
hereby covenants, and. each Owner of any Lot by acceptance of a deed therefor, whether or not it shall be
so expressed in such deed, is deemed to covenant and agree to pay to the Association annual, special and
other assessments to be established and collected as hereinafter provided. Such assessments, together
with interest, costs, and reasonable attorneys' fees, shall be a charge on the land and shall be a continuing
lien upon the Lot against which each such assessment is made. Each such assessment, together with
interest, costs, and reasonable attorneys' fees, shall also be the personal obligation of the person who was
the Owner of such Lot on the date when the assessment became due. The personal obligation for
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delinquent assessments shall not pass to a successor in title unless expressly assumed by such successor;
provided, however, in no event shall assumption by a successor relieve the former Owner of any personal
liability arising hereunder. In the case of co-ownership of a Lot, all such co-owners shall be jointly and
severally liable for the entire amount ofthe assessment.
Section 5.2. Purpose of Assessments. The assessments levied by the Association shall be used
exclusively (i) to promote the recreation, health, safety, and welfare of the Owners of the Lots, their
guests, lessees and business invitees; (ii) for the improvement, repair, replacement and Maintenance of
the Common Area (including resurfacing of the Streets) and the improvements located thereon; (iii) for
maintenance of the Conservation Area; (iv) for maintenance of any stormwater/retention areas, if any, and
the Surface Water Management System as set forth in Section 2.5 above; (v) for payment of all taxes
assessed to the Association, if any, in respect to the Common Area, or the improvements or personal
property thereon, or both; (vi) maintenance of the Improvements as provided for in this Declaration; and
(vii) for the general purpose of enabling the Association to perform and fulfill its authorized or required
rights, powers, duties and obligations.
Section 5.3. Annual Assessments. The Association shall have the power to levy annual
assessments against the Lots and the Owners thereof in the manner and for the purposes provided herein.
The Association shall have the further right to require the payment of annual assessments in monthly,
quarterly or semi-annual installments as the Association may deem necessary and appropriate. The
annual assessment may incorporate an estimate of the annual amount to be collected to enable the
Association to perform its maintenance obligation of the Improvements, which are to be conducted on a
periodic basis, which would be in addition to the annual amount to be collected for resurfacing of the
Streets as provided for in Section 6.1 .
Section 5.4. Maximum Annual Assessment. Until January 1 of the year immediately following
the date of the conveyance of the first Lot by Declarant to an Owner, the maximum annual assessment
shall be $2,000.00 per Lot, plus any amounts that may be assessed under Sections 5.5 or 5.6 of this
Article V. The actual amount of the annual assessment shall be determined by the Board on an annual
basis subject to the following:
(a) From and after January 1 of the year immediately following the conveyance of
the first Lot by the Declarant to an Owner, the maximum annual assessment may be increased each year
without a vote of the Members by an amount not more than fifteen percent (15%) over the maximum
assessment for the preceding year.
(b) From and after January 1 of the year immediately following the conveyance of
the first Lot by the Declarant to an Owner, the maximum annual assessment may be increased by more
than the amount permitted pursuant to Subparagraph (a), above, by a vote of two-thirds (2/3) of the
Members who are voting in person or by proxy at a meeting duly called for such purpose.
(c) The Board or Directors may fix the annual assessment at an amount not in excess
of the amount set forth herein.
Section 5.5. Individual Assessments. The Association may impose an individual assessment
upon any Owner whose use or treatment of the Common Area, any Lot or the improvements on any Lot is
not in conformity with the standards adopted by the Association or which increases the maintenance cost
to the Association above that which would result from compliance by the Owner with such use
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restrictions imposed by this Declaration. The maximum amount of such assessment shall be equal to such
cost incurred plus ten percent (10%) to cover the cost of administration and may be enforced in the
manner provided for other assessments.
Section 5.6. 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 5.7. Notice and Quorum for Anv Action Authorized Under Sections 5.4 and 5.6.
Written notice of any meeting called for the purpose of taking any action authorized under Section 5.4 or
5.6 shall be sent to all Members not less than thirty (30) days nor more than sixty (60) days in advance of
the meeting. At the first such meeting called, the presence of Members or of proxies entitled to cast
maj ority of all the votes of each class of Membership shall constitute a quorum.
Section 5.8. Uniform Rate of Assessment. Both annual and special assessments shall be fixed
at a uniform rate for all Lots; provided, however, the Declarant may elect to pay the annual assessment
upon unsold Lots owned by the Declarant at a rate equal to twenty-five percent (25%) of the normal
annual assessment for so long as Declarant shall obligate itself to pay any operating deficit incurred by
the Association during the period of such lesser assessment. Notwithstanding the foregoing, any Lots
from which the Declarant derives any rental income shall be assessed at the same rate as is hereinabove
established for Lots owned by other Members of the Association, prorate as of, and commencing with, the
first day of the month following the execution of the rental agreement.
Section 5.9. Initial Assessment. In addition to the annual, special and individual assessments
provided for hereunder, the Association shall have the right to collect from each party purchasing a Lot a
one-time Initial Assessment in the amount of $500.00. The Initial Assessment shall be due and payable
only at the time of the conveyance of the Lot to the initial purchaser of the Lot from a Builder and shall
not apply to subsequent conveyances of said Lot to subsequent Owners. As used herein, the term
"Builder" shall mean a party who has contracted to purchase three or more Lots in HARBOR WINDS for
the purpose of constructing homes for third-party purchasers. The Initial Assessment may be utilized in
the discretion of the Declarant to offset any obligation of the Declarant to deficit fund the operation of the
Association or for any other lawful purpose as set forth herein for the use of Annual Assessments. At the
time of payment of the Initial Assessment provided herein, the Owner shall likewise pay to the
Association that portion of the Annual Assessment provided in Section 5.3 prorated from the date of
purchase through the end of the then current calendar year.
Section 5.10. Date of Commencement of Assessments; Due Dates. The annual assessments
provided for herein shall commence as to all Lots on such date as shall be determined by the Board in
conformity with the provisions of this Declaration. The first annual assessment shall be adjusted
according to the number of months remaining in the calendar year. The Board 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 of
periodic installments shall be established by the Board. The Association shall, upon request, and for a
reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether the
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assessments on a specified Lot have been paid. A properly executed certificate of the Association as to
the status of assessments on a Lot is binding upon the Association as of the date of its issuance.
Section 5.11. Determination of Allocation of Assessments. The number of Lots used for the
calculation of the annual assessments shall be determined as of the ownership of record thirty (30) days
prior to the commencement of the fiscal year of the Association and when so determined shall be
controlling for the entire fiscal year.
Section 5.12. Effect on Nonpavment of Assessments; Remedies of the Association. If any
assessment is not paid on the date due as determined in the manner provided in this Article V then such
assessment shall become delinquent and shall, together with accrued and accruing interest and costs of
collection as herein provided, become due and payable and be a continuing lien on such Lot which shall
bind such Lot and the then Owner. The Association may record a notice of lien for delinquent
assessments in the Public Records of Seminole County, Florida, and foreclose the lien in the same manner
as a mortgage. Upon recording, the lien shall secure the amount of delinquency stated therein and all
unpaid assessments, interest and costs of collection accruing thereafter until satisfied of record. If the
assessment is not paid within thirty (30) days after the delinquency 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 Lot, there being added to the amount of such assessment interest at the aforesaid rate and all costs of
collection, including reasonable attorneys' fees incurred in connection therewith at trial and all appellate
levels.
Section 5.13. Subordination of the Lien to Mortf!af!es. The lien of the assessments provided
for herein shall be subordinate to the lien of any first mortgage held by an Institutional Lender
encumbering a Lot; provided, however, such subordination shall apply only to the assessments with
respect to such Lot to the extent they have become due and payable prior to a sale or transfer of such Lot
pursuant to a foreclosure judgment or in any other proceeding in lieu of foreclosure. Such sale or transfer
shall not relieve such Lot from the liability for any assessments thereafter becoming due, nor from the lien
of any such subsequent assessment. An Institutional Lender shall, upon request, 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. Furthermore, the Association may provide such notice without receiving a
request from an Institutional Lender.
Section 5.14. Reserves. The Association shall include within the annual assessment amount (but
not be limited by the matters for which reserves may be collected as hereafter stated), sums to be
collected as reserves for replacement, repair and/or maintenance of the Surface Water Management
System, Streets, roofing and other improvements situate upon or within the Common Area and re-roofing
of the townhomes constructed on the Lots. Such reserve amounts will be based on a schedule approved
and prepared by the Board on an annual basis and shall be based on the cost of the improvements and
their estimated life. The maximum level of reserve for the Streets and drainage system shall not be less
than the amount of $192,000.00 provided that such reserve shall be collected and built up at the rate of no
less than $16,000.00 per year for a period not to exceed twelve (12) years, and provided always that the
Board of Directors may set a shorter period as needed. Reserves for the Streets and drainage system shall
be held in an account separate and apart from all other reserves. An annual audit or other financial report
(in form and substance acceptable to The City of Winter Springs Finance Director) shall be submitted to
The City of Winter Springs confirming the receipt by the Association of said reserve funds. This section
shall not abrogate, modify, amend or supersede the provisions of any other section of this Article.
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ARTICLE VI
SUBDIVISION STREETS
Section 6.1. Maintenance: Assessments. Unless the maintenance of Tract A is now or hereafter
assumed by a governmental entity, the Association shall maintain Tract A within the Common Properties
and assess the cost of maintenance to the Members. The estimated maintenance cost shall be included in
each annual budget and assessed to each Lot. The Association shall have the right to propose a special
assessment, if necessary, to defray the cost of any extraordinary repairs of Tract A. The procedure for the
adoption and collection of regular and special assessments or maintenance of Tract A shall be as set forth
in this Article VI. Notwithstanding the foregoing sentence, the Board of Directors of the Association, if it
finds that an emergency road repair is needed to promote or insure the health, safety or welfare of the
community, may take such curative action as may be necessary and assess the cost thereof as a special
assessment without the necessity of a prior meeting of Members.
Section 6.2. Street Parkin!!. No vehicle may remain parked on a Street area for more than
twenty-four (24) hours. However, any cars so parked must not be parked in such a way as to hinder
ability to pass on the street, hinder access to any driveway, or to create a safety hazard. The Association
shall have the right to tow repeat offenders' vehicles after placing a warning notice on the offending car
one time.
Section 6.3. Prohibited Vehicles. As long as Tract A is not dedicated to a local government,
each of the following vehicles is prohibited from using Tract A motorcycles, motor-scooters, all-terrain
vehicles, dune buggies, or similar vehicles.
Section 6.4. Security. As long as Tract A is not dedicated to a local government, the Association
shall have right to provide for security in order to keep unauthorized persons or vehicles off Tract A and
the Property. The security provisions may include a restricted access point at the subdivision entrance.
Section 6.5. Access. Unless otherwise stated herein, all of the Streets located in Tract A are not
required for public use and such Streets and easements are not and will not be a part of the County system
of public roads. Said Streets and easements shall remain private and the sole exclusive property of the
Declarant, its successors and assigns, and shall be conveyed to the Harbor Winds Townhomes Owners'
Association, Inc. by fee simple quit claim deed as provided for elsewhere herein. The Declarant does
hereby grant to the present and future owners of adjacent lands within the boundaries of the Plan and their
guests, invitees and domestic help, and to delivery, pick up and emergency protection services, police, fire
and other authorities of the law, United States Postal Service mail carriers, gas, power, telephone, cable
television, street lighting and solid waste service providers, representatives of utilities authorized by the
Declarant to serve the land shown on the Plan, holders of mortgage liens on such lands and such other
persons as the Declarant, from time to time, may designate, the non-exclusive and perpetual right of
ingress and egress over and across said Streets and easements. The City of Winter Springs is also granted
the right, in perpetuity, to enter, operate, construct, reconstruct, repair, maintain and inspection all
facilities which have been or will in the future be constructed or installed for the public good and welfare,
and which may include but not be limited to the following: water, sanitary sewer, and stormwater sewers.
In the event that The City of Winter Springs open cuts the road in Tract A pavement to replace, repair or
service a City facility, then the City shall only be required to replace that portion of the road within the
limits of the open cut.
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Section 6.6. Rights of Declarant. There is hereby granted a perpetual easement to Declarant, its
successors and assigns for the purpose of providing access to prospective purchasers of Lots or of
constructed homes. No plan of restricted access through the use of a guard gate or check point may be
commenced without the Declarant's consent. This easement will terminate automatically if the access
ensured hereby is provided by dedication of Tract A to a local government.
Section 6.7. Construction Vehicles. Access for construction vehicles shall be permitted only
during daylight hours for the purpose of constructing improvements which have received prior approval
of the ARC.
Section 6.8. Speed Limits. Subject to applicable law in the event Tract A is dedicated to a local
government, traffic through Tract A within the Properties shall be limited to a maximum speed of fifteen
(15) miles per hour. The Association may establish a different limit or may establish other traffic
regulations as it deems necessary.
Section 6.9. Annual Inspection; Remedial Work. The Association shall require an annual
inspection of the Streets and the drainage system by a registered engineer to determine the level of
maintenance and identify any needed repairs. A copy of the annual inspection written report shall be
submitted to The City of Winter Springs within fifteen (15) days of its completion. The Association shall
complete all reasonable remedial work recommended by the report within sixty (60) days of its receipt,
unless a longer period of time is approved by The City of Winter Springs Engineer.
Section 6.10. Periodic Resurfacing. The Association shall require that the Streets be resurfaced
every twelve (12) years unless a longer period of time is approved by The City of Winter Springs
Engineer.
Section 6.11. Transfer to The Citv of Winter Springs. Any transfer of property rights
concerning the Streets to The City of Winter Springs or other governmental entity shall require the
concurrence of all Lot owners.
Section 6.12. The City of Winter Springs Liabilitv. The Declarant (to the extent and limited to
(i) the period during which the Declarant controls the Association, and (ii) the extent the Declarant has a
right, title, interest and/or estate in or to any platted lots) and the Association hereby expressly hold The
City of Winter Springs harmless from any cost arising directly or indirectly, out of maintenance, repair
and/or reconstruction of, or tort liability to or stemming from, Tract A and/or the Streets, or the Surface
Water Management System, the Conservation Area or any other subdivision infrastructure.
Section 6.13. Sales Contracts; Disclosure. All sales contracts concerning Lots should expressly
and directly (not by reference) disclose the provisions of Sections 5.14 and 6.9 through 6.12 hereof and
that no tax discount or credit may be available to Lot owners for the maintenance or repair of the Streets
and the drainage system by the Association. The failure to include the disclosure required by this part
shall not act in any way to impair the effectiveness or enforceability of any such sales contract concerning
a Lot.
Section 6.14. RiJ!hts of The Citv of Winter SprinJ!s. The Association shall recognize and agree
that The City of Winter Springs, at its option, after written notice to the Association that the Association
is not in compliance with any of the Sections 5.14 and 6.9 through 6.12 hereof, and after the failure of the
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Association to comply with such Section or to proceed diligently to comply with same within sixty (60)
days after receipt of such notice, may remove any Street gates, and assume responsibility for the repair
and maintenance of the Streets and drainage system using available reserve revenues ofthe Association or
other standard financing methods, whether provided for in the Declaration or otherwise, as The City of
Winter Springs may properly elect.
Section 6.15. Duration of Requirements of The Citv of Winter Sprin2s; Amendment. Section
5.14, Section 6.5 and Sections 6.9 through 6.14 are conditions and restrictions imposed and required by
The City of Winter Springs, which Sections shall remain in full force and effect for so long as HARBOR
WINDS remains a gated community with privately owned streets. Such provisions shall automatically
cease to be effective upon the removal of the gates and dedication of the Streets to The City of Winter
Springs. Notwithstanding any other provisions to the contrary, Section 5.14, Section 6.5 and Sections 6.9
through this Section 6.15 may not be amended without the prior written consent of The City of Winter
Springs and the execution and recording in the Public Records of Seminole County of a proper joinder
and consent to such Amendment by The City of Winter Springs.
Section 6.16. Convevance of Streets. On or before such time as eighty percent (80%) ofthe Lots
have been sold and conveyed from the Declarant to owners, Declarant shall convey by quit claim deed its
fee simple right, title and interest in and to the Tract A Streets as shown on the Plan to the Association,
which deed shall be recorded among the public records of Seminole County, Florida and whereupon the
Association shall assume the responsibility for the maintenance and repair of such Streets in accordance
with the terms and provisions of this Declaration.
ARTICLE VII
ARCIDTECTURAL CONTROL
Section 7.1. Establishment of Architectural Review Committee. There is hereby established an
Architectural Review Committee (the "ARC") which shall consist of three (3) or more persons designated
and appointed by the Declarant. At such time as the Declarant no longer owns any Lot within the
Property (or earlier at the option of the Declarant), the Declarant shall assign to the Association all rights,
powers duties and obligations of the ARC, whereupon the Board shall appoint the members of the ARC
and shall provide for the terms of the members of the ARC. Members of the ARC need not be officers,
directors or Members of the Association.
Section 7.2. ARC Authoritv. The ARC shall have full authority to regulate the use and
appearance the Property and all improvements constructed thereon to assure harmony of external design
and location in relation to surrounding improvements and topography and to protect and preserve the
value and desirability of the Property as a residential community. The power to regulate shall include the
power to prohibit those exterior uses or activities deemed inconsistent with the provisions of this
Declaration, or contrary to the best interests or the Association in maintaining the value and desirability of
the Property as a residential community, or both. The ARC shall have authority to adopt, promulgate,
rescind, amend and revise rules and regulations in connection with the foregoing; provided, however,
such rules and regulations shall be consistent with the provisions of this Declaration and, in the event the
Board has not constituted itself as the ARC, such rules and regulations shall be approved by the Board
prior to the same taking effect. Violations of the rules and regulations of the ARC shall be enforced by
the Board, unless such enforcement authority is delegated to the ARC by resolution of the Board.
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Section 7.3. ARC Approval. No building, fence, hedge, wall, walk, dock, pool, planting, sign,
or enclosure or addition to any improvement located upon a Lot shall be constructed, erected, removed,
planted or maintained nor shall any addition to, or any change or alteration thereof, be made until the
plans and specifications showing the nature, kind, shape, height, materials, color scheme and location of
same shall have been submitted to, and approved in writing by, the ARC. Any change in the exterior
appearance of any improvement, including, without limitation, repainting in the same or different color,
exterior refinishing, re-roofing, or the addition of architectural details, decorative sculptures or wrought
iron grills, construction of fences or other enclosures, shall likewise require written approval of the ARC
before any such work is commenced. The ARC shall have the right to refuse approval of plans,
specifications or locations upon any grounds, including purely aesthetical considerations, which the ARC,
in its sole and absolute discretion, deems appropriate. In the event the ARC fails to approve or disapprove
such change requested by Owner within thirty (30) days after said request has been submitted to the ARC,
said project shall be deemed disapproved by the ARC. Nothing contained herein shall relieve the Owner
from the responsibility of obtaining proper governmental approvals and permits.
Section 7.4. Submissions of Plans and Specifications. As part of the application process to the
ARC, two (2) complete sets of plans and specifications (including the landscape plan) prepared by an
architect or other person found to be qualified by the ARC and two (2) site plans shall be submitted for
approval by written application on such form as may be provided, required or approved by the ARC. In
addition, the anticipated commencement date and estimated time for completion shall be included in the
application to the ARC. In the event the information submitted to the ARC is, in its opinion, incomplete
or insufficient in any manner, it may request and require the submission of additional or supplemental
information.
Section 7.5. Standards. No approval shall be given by the ARC pursuant to the provisions of
this Article unless the ARC determines that such approval shall (i) assure harmony of external design,
materials, and location in relation to surrounding improvements and topography within the Property; (ii)
shall protect and conserve the value and desirability of the Property as a residential community; (iii) shall
be consistent with the provisions of this Declaration; and, (iv) shall be in the best interests of the
Association in maintaining the value and desirability of the Property as a residential community. The
ARC may deny any application upon the ground that the proposed alteration will create an undue burden
of maintenance upon the Association. In the event additional maintenance may be required, then the
ARC shall require an agreed method of payment for such maintenance cost and require security for the
payment of same. The ARC may condition the approval of any application upon the Owner providing
reasonable security that the contemplated work will be completed substantially in accordance with the
plans and specifications therefor submitted to the ARC.
Section 7.6. Drainaee. All plans submitted to the ARC shall contain a drainage plan which
shall be consistent with the master drainage plan for the Property or, in the alternative, contain an
affirmative statement that none of the work contemplated by the plans will have any effect on the
drainage of the Lot. In all events, each Owner shall be and remain fully liable for any and all damage
caused directly or indirectly by any change in the design of function of drainage on or from any Lot, or
the grade of any Lot, in connection with the construction, installation or maintenance of any approved
changes by the Owner. In the event of any change to the drainage design, function or grade, the
Association may, but shall not be required to, restore the drainage design, function or grade and may
charge the Owner for all reasonable costs incurred in connection therewith plus ten percent (10%), said
charge to constitute a lien on the Property of such Owner. In connection with any such restoration, the
Association may exercise powers granted to it under Section 5.5 of Article V.
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Section 7.7. Comvletion. All improvements for which approval of the ARC is required and has
been obtained pursuant to the terms and provisions of this Declaration shall be completed within the time
period specified in such approval. In the event the improvements are not completed within the required
time, the Association may, thirty (30) days following written notice from the ARC to the Owner,
complete such improvements at the sole expense of the Owner in accordance with the plans and
specifications previously approved by the ARC and may charge the Owner for the expenses incurred in
connection therewith plus ten percent (10%), said charge to constitute a lien on the Property of the
Owner. In connection with any such restoration, the Association may exercise powers granted to it
pursuant to Section 5.5 of Article V.
Section 7.8. Rif!ht of Entrv. There is specifically reserved to the Association and the ARC, the
right of entry and inspection upon any Lot for the purpose of determining and/or correcting the existence
of any activity or condition which violates the terms of any approval given by the ARC or the terms of
this Declaration. The ARC is specifically empowered to enforce the provisions of this Declaration by any
legal or equitable remedy, and in the event it becomes necessary to resort to litigation to enforce the terms
of this Declaration, or to remove any improvements which have not been approved by the ARC or have
not been constructed in conformity with approval granted by the ARC, the prevailing party shall be
entitled to recover all costs, expenses and reasonable attorneys' fees in connection therewith. The
Association shall indemnify and hold the ARC and its members harmless from any and all costs, expenses
and liabilities, including reasonable attorneys' fees, incurred by virtue of service as a member of the ARC.
Section 7.9. Violations. In each instance where improvements have been constructed, or the
construction thereof is substantially advanced, in such manner that the same violates the restrictions
contained in this Declaration, including, activities carried out which are not consistent with plans and
specifications approved by the ARC, the ARC (if it has knowledge of such violation) shall notify the
Board in writing and the Board may thereafter direct the violating Owner to immediately remove any/or
cure such violation. For purposes hereof, all Owners specifically consent and agree to comply with the
provisions of this Section as of the time such Owner shall become vested with title to any portion of the
Property.
Section 7.10. Waivers. The ARC shall have the right, but not the obligation, to grant waivers
for minor deviations and infractions of the covenants, conditions and restrictions contained herein. The
granting of any waiver may be given or withheld in the sole discretion of the ARC and any prior grant of
a similar waiver shall not impose upon the ARC the duty to grant new or additional waivers for like or
similar conditions.
Section 7.11. Disclaimer of Liabilitv. The Association, the Declarant, the ARC and all officers,
employees, directors or members thereof shall in no way be liable to any person or persons submitting
plans and specifications for approval by reason of mistake in judgment, negligence or non-feasance
arising out of, or in connection with, the approval, disapproval or failure to approve any such plans and
specifications. Each person who submits plans and specifications for approval agrees, by submission
thereof, that it will not bring any action or suit whatsoever against the Association, the Declarant, the
ARC, or any officer, employee, director or member thereof.
ARTICLE VID
PARTY WALLS AND OTHER SHARED STRUCTURES
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Section 8.1. Definition of Partv Wall. Each wall, including patio walls, fence, driveway or
similar structure which is built as part of the original construction of the homes upon the Property and
placed on the dividing line between the Lots shall constitute a party wall, and, to the extent not
inconsistent with the provisions of this Article, the general rules of law regarding party walls and liability
for property damage due to negligence or willful acts or omissions shall apply thereto.
Section 8.2. SharinJ! of Costs of Maintenance. The cost of reasonable repair and maintenance
of a party wall shall be shared by the adjoining Owners of such wall in proportion to the use thereof,
without prejudice, however, to the right of any Owner to call for a larger contribution from the adjoining
Owner under any rule of law regarding liability for negligent or willful acts or omissions.
Section 8.3. Destruction of a Partv Wall. If a party wall is destroyed or damaged by fire or
other casualty, any Owner who has used the wall may restore it, and if the other Owners thereafter make
use of the wall, they shall contribute to the cost of restoration thereof in proportion to such use without
prejudice, however, to the right of any such Owners to call for a larger contribution from the others under
any rule of law regarding liability for negligent or willful acts or omissions.
Section 8.4. Liabilitv for NeJ!liJ!ent or Willful Acts. Notwithstanding any other provision ofthis
Article, an Owner, who, by his negligent or willful act, causes any party wall to be exposed to the
elements shall bear the whole cost of furnishing the necessary protection against such elements.
Section 8.5. RiJ!ht of Contribution Runs With the Land. The right of any Owner to contribution
from any other Owner under this Article shall be appurtenant to the land and shall pass to such Owner=s
successors in title.
Section 8.6. Restriction on Imvrovements to Partv Wall. In addition to meeting the Owner
requirements of this Declaration and of any building code or similar regulations or ordinances, any Owner
proposing to modify, make additions to or rebuild in any manner which requires the extension or other
alteration of any party wall, shall first obtain the written consent of the adjoining Owner.
Section 8.7. Resolution of Disvutes Between Owners as to Partv Walls. In the event of a
dispute between the Owners with respect to the repair or rebuilding of a party wall or with respect to the
sharing of the cost thereof, then, upon written request of one such Owners addressed to the Association,
the matter shall be submitted to arbitration under such rules as may from time to time be adopted by the
Association. If no such rules have been adopted, then the matter shall be submitted to three arbitrators,
one chosen by each of the Owners and the third by the two so chosen, or, if the arbitrators cannot agree as
to the selection of the third arbitrator within five (5) days, then by any Judge of the Circuit Court of
Seminole County, Florida. A determination of the matter signed by any two of the three arbitrators shall
be binding upon the Owners, who shall share the cost of arbitration equally. In the event one party fails to
choose an arbitrator within ten (10) days after personal receipt of a request in writing for arbitration from
the other party, then the other party shall have the right and power to choose both arbitrators.
Section 8.8. BindinJ! Effect. These covenants contained in this Article VIII shall be binding
upon the heirs and assigns of any Owners but no person shall be liable for any act or omission respecting
any party wall except such as took place while an Owner.
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Section 8.9. Rules and Ref!ulations. The Association may by its By-Laws, rules or regulations,
govern the use of party walls by Owners, if necessary, to prevent the imposition of annoyances between
Owners.
ARTICLE IX
PRIVACY WALLS
Section 9.1. Privacv Wall. The Declarant may construct walls, entry monuments, signage or
fences within the Property ("Privacy Wall" or "Privacy Walls"). A Privacy Wall shall hereinafter be
defmed as any wall or fence built by the Declarant, or later built by the Association, in any Common Area
or easement as a visual barrier, decorative or architectural feature, safety feature, or for any other reason
at the sole discretion of the Declarant, or as a requirement of any municipality or governing authority.
Section 9.2. Ownership and Maintenance of Privacv Walls. The Association own and shall be
responsible for maintenance of the Privacy Walls.
Section 9.3. Easement of Privacv Wall. An easement is hereby created in favor of the Declarant
and the Association for the construction, management, inspection, painting, maintenance and repair of the
Privacy Walls located within the Property. The easement shall extend five (5) feet into each affected Lot
from the boundary of the Lot for each Lot having a Privacy Wall. Entry upon a Lot by the Declarant or
the Association, or its agents, as provided herein, may occur without notice and shall not be deemed a
trespass.
ARTICLE X
ANNEXATION OF ADDITIONAL PROPERTY
Section 10.1. Annexation without Association Approval. At any time prior to ten (10) years
from the date hereof, Additional Property may be annexed, in whole or in part, by the Declarant and made
subject to the governing provisions of this Declaration without the consent of Class A Members of the
Association. The Lots and the improvements thereon, together with the rights and obligations of the
Declarant and other Owners thereof, upon all or any portion of such Additional Property shall become
subject to the provisions of this Declaration upon recording of an appropriate supplement or amendment
hereto executed by the Declarant without the consent of the Class A Members.
ARTICLE XI
RIGHTS AND OBLIGATIONS OF THE ASSOCIATION
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Section 11.1.0 Common Area Maintenance The Association shall be responsible for the
exclusive management, control and Maintenance of the Surface Water Management System, the
Conservation Area, and the Common Area, together with all Improvements thereon, including
specifically, but not by way of limitation, all furnishings and equipment related thereto, paving, drainage
structures, walls, lighting fixtures and appurtenances, landscaping, sprinkler system, entry features and
markers, and signs, and shall keep the same in good, clean, substantial, attractive and sanitary condition,
order, and repair. In furtherance of the forgoing, the Association shall have the right to enter into such
contracts or agreements as the Board shall deem appropriate.
Section 11.1.1 Maintenance of Imvrovements. The Association shall paint and maintain the
exterior walls of all buildings, including any townhomes built on the Lots. The cost of such painting and
any incidental repairs in connection therewith shall be a Common Expense of the Association unless an
Owner has caused or allowed damage or deterioration of his Improvement resulting in more than
incidental repairs. The cost of such painting and/or repair which the Board, in its discretion, believes
exceeds what is typically required of other Improvements shall be assessed to the Owner of that
Improvement at the time painting and/or repair is required. In the event the Association paints any fence,
wall, or other Improvement along the common boundary of two (2) Lots (other than exterior walls of any
townhomes), the cost of same shall be borne equally between the adjacent Owners.
Section 11.1.2 Roof Revair. At the discretion of the Board, the annual assessment may include
an annual amount to be collected for roof repairs, including re-roofing to the Improvements and any
townhomes built on the Lots. The Association shall have no obligation to cause roof repairs to be
performed mandatorally unless first approved by an affirmative vote of sixty-six and two-thirds (66 2/3)
of the Members present or represented by proxy and entitled to vote at any meeting at which a quorum is
present as provided in the By-Laws when written notice of such meeting specifies that a vote on
mandatory roof repairs and/or replacement will be taken at such meeting. Absent such affirmative vote,
roofrepairs and/or replacement shall be performed at the discretion of the Board.
Section 11.1.3 Lawn Maintenance hv Association. The Association shall perform the following
maintenance to each Lot: cutting grass, trimming hedges, edging, and fertilizing.
Section 11.14 Maintenance hv Owners. Notwithstanding the maintenance obligations of the
Association, whether mandatory or voluntarily, each Owner shall maintain the improvements located on
his Lot including mulching. The wall or fence located on a Lot shall be maintained by the Owner of the
Lot. The Owner of each Lot shall maintain the exterior portion of the building located on such Lot
including repainting as may be necessary in order to maintain the building at all times in a first class
condition, provided, however, that such Owner shall not be required to paint that portion of the building
which the Association is obligated to paint. If the Board determines that an Owner is failing to maintain
his Lot and/or Improvement, the Board shall have the right to go on such Lot to provide exterior
maintenance on any Improvement, including landscaping, subject, however, to the following provisions:
Prior to performing any maintenance on an Improvement, including landscaping, the Board shall
determine that said Property is in need of repair or maintenance and is detracting from the overall
appearance of the Property. Prior to commencement of any maintenance work on a Lot, the Association
must furnish fifteen (15) days prior written notice if the maintenance problem involves yard work, and
thirty (30) days prior written notice if the maintenance involves structural work or exterior work on the
building. Notice must be given to the Owner at the last address listed in the Association's record for such
Owner, notifying the Owner that unless certain specified repairs or maintenance are made within the 15 or
30 day period, the Association shall make said necessary maintenance or repairs and charge the same to
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the Owner. Upon failure of the Owner to act within the required period of time, the Association shall
have the right to enter in or on any such Lot or to hire personnel to do so to make such necessary repairs
or maintenance as are specified in the above-written notice. In this connection, the Association shall have
the right to paint, repair, replace and care for roofs, gutters, downspouts, exterior building surfaces, trees,
shrubs, grass, walks and other exterior Improvements.
Section 11.1.5 Assessment of Cost. The cost of such exterior maintenance as described in
Section 10.1.3 above shall be assessed against the Lot upon which such maintenance is performed as a
special assessment and shall be due and payable immediately, and shall be a lien or obligation of the
Owner. The Association shall have the right to bring legal action against the Owner to collect for the cost
of the maintenance or repairs along with any attorneys' fees and costs and administrative fees and costs.
The Association shall also have the right to record a lien against the Lot for such costs and expenses and
bring legal action against the Owner to foreclose the lien. The Board, when establishing the annual
assessment for Common Expenses against each Lot for any assessment year as required under Article V
hereof may add thereto the estimated cost of the exterior maintenance of a Lot for that year; but shall,
thereafter, make such adjustment with the Owner as is necessary to reflect the actual cost thereof.
Section 11.1.6 Maintenance of Streets. The maintenance of the Streets shall be as provided for
in Article VI above.
Section 11.1. 7 Maintenance of Street LiJ!hts. The Association shall be responsible of the
additional cost of upgraded street lighting that is over and above the cost paid by the City, including, but
not limited to hardscape upgrades and maintenance of upgraded light poles.
Section 11.1.8 Termite Bond. The Association shall carry a termite bond for all townhomes
constructed on the Lots. Said bond shall provide for the repair of improvements in the event of termite
infestation, and in the sole discretion of the Board, said bond may be for the replacement of
improvements in the event of termite infestation.
Section 11.2. RiJ!ht of Entrv. The Association, through its employees, contractors and agents, is
hereby granted a right of entry into and upon each Lot to the extent reasonably necessary to discharge the
Association's performance of any duty imposed, or exercise of any right granted, by this Declaration,
including, the discharge of any duty of maintenance or replacement, or both, imposed upon any Owner.
Such right to entry shall be exercised in a peaceful and reasonable manner at reasonable times and upon
reasonable notice whenever the circumstances permit. Entry into any improvement upon any Lot shall
not be made without 'the consent of the Owner or occupant thereof except when such entry is reasonably
necessary for the immediate preservation or protection of the health or safety of any person lawfully upon
the Property or of any such person's property. An Owner shall not arbitrarily withhold consent to such
entry for the purpose of discharging any duty or exercising any right granted by the foregoing Sections of
this Article, provided such entry is upon reasonable notice, at a reasonable time, and in a peaceful and
reasonable manner.
Section 11.3. Services of Association. The Association may obtain and pay for the services of
any person or entity to manage its affairs, or any part thereof, to the extent it deems appropriate and
advisable, together with such other personnel as the Association shall determine to be necessary or
desirable for the proper operation of the Property, whether such personnel are furnished or employed
directly by the Association or by any person or entity with whom it may contract. The Association may
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obtain and pay for legal and accounting services necessary or desirable in connection with the operation
of the Property or the enforcement of this Declaration.
Section 11.4. Services for Owners. The Association may contract, or otherwise arrange, with
any person or entity to furnish water, trash collection, sewer services, maintenance, replacement, and
other common services to all Lots. Any Owner additionally may voluntarily contract with the
Association for the Association to perform, or cause performance of, any services benefiting such
Owner's Lot at the cost and expense of such Owner. All sums due the Association pursuant to such
contact shall be added to and become a part of the assessment against such Owner's Lot. Notwithstanding
the foregoing, the Association may not contract with any Owner to provide any service at such Owner's
expense which it is the duty of the Association to provide at its own expense under any provision of this
Declaration.
Section 11.5. Personal Propertv for Common Use. The Association may acquire and hold
tangible and intangible personal property and may dispose of the same by sale or otherwise.
Section 11.6. Rules and ReJ!ulations. The Association may from time to time adopt, alter,
amend, and rescind rules and regulations further governing the use of the Lots and of the Common Area,
which rules and regulations shall be consistent with the rights and duties established by this Declaration.
Section 11.7. Implied RiJ!hts. The Association may exercise any other right or privilege given
to it expressly by this Declaration, the Articles, or the By-Laws, and every other right or privilege
reasonably to be implied from the existence of any right or privilege granted herein or reasonably
necessary to effectuate the exercise of any right or privilege granted herein.
Section 11.8. Restriction on Capital Improvements. Except for replacement or repair of those
items installed by the Declarant, and except for personal property related to the maintenance of the
Common Area, the Association may not authorize capital improvements to the Common Area without
consent of the Declarant during a period of five (5) years from the date of this Declaration. At all times
hereafter, all capital improvements to the Common Area, except for replacement or repair of those items
installed by the Declarant and except for personal property related to the maintenance of the Common
Area, shall require approval of the Board.
ARTICLE XII
RECONSTRUCTION OR REPAIR AFTER CASUAL TV INSURANCE REQUIREMENTS
Section 12.1. DamaJ!e to Common Area. In the event that any portion of the Common Area is
damaged or destroyed by casualty, it shall be repaired or restored by the Association to substantially its
condition prior to the damage or destruction. Repair or reconstruction of the Common Area shall be
substantially in accordance with the plans and specifications pursuant to which the same was originally
constructed. All insurance proceeds shall be applied to the restoration and repair. If the insurance
proceeds are insufficient, the deficit shall be assessed against all Owners as a special assessment. If there
is a surplus of insurance proceeds, it shall become the property of the Association. Each Owner shall be
responsible to the Association for damage to the Common Area caused by such Owner or the tenants,
guests or business invitees of such Owner and the Association shall have the right to recover its expenses,
including reasonable attorneys fees, in the event it should become necessary for the Association to initiate
an action to recover damages from an Owner.
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Section 12.2. Insurance Requirements. Each Owner is required to obtain casualty insurance in
an amount equal to one hundred percent (100%) of the then current replacement costs of improvements
on the Lot.
Section 12.3. Damage to the Lots. In the event of damage or destruction to any portion of the
improvements on a Lot, the improvements shall be repaired or restored in accordance with the provisions
of the applicable insurance requirements. All such repairs or restorations shall be completed within twelve
(12) months after destruction. In the event the Owner is unable to rebuild the improvements on the Lot,
such Owner shall clear the debris and have the Lot leveled and restored within sixty (60) days from the
date of destruction or damage. In the event an Owner fails to clear debris on his Lot within the time
period prescribed herein, the Association may, but shall not be obligated, to go on such Lot and remove
the debris, subject, however, to the following provisions: Prior to removing any debris from the Lot, the
Board shall determine that said debris must be removed and that Owner has failed to do so within the time
period prescribed herein. Prior to commencement of any debris removal, the Association shall furnish
thirty (30) days prior written notice to the Owner of the Lot. Notice must be given to the Owner at the
last address listed in the Association's record for such Owner, notifYing the Owner that unless the debris
is removed within the thirty (30) day period, the Association shall remove the debris and charge the same
to the Owner. Upon failure of the Owner to act within the required period of time, the Association shall
have the right to enter in or on any such Lot or to hire personnel to do so to make such necessary repairs
or maintenance as are specified in the above-written notice.
ARTICLE XIII
GENERAL PROVISIONS
Section 13.1. Enforcement. The Association, or any Owner, shall have the right to enforce, by
any proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens and charges
now or hereafter imposed by, or pursuant to, the provisions of this Declaration; and the party enforcing
the same shall have the right to recover all costs and expenses incurred, including reasonable attorneys'
fees. In the event the Association enforces the provisions hereof against any Owner, the costs and
expenses of such enforcement, including reasonable attorneys' fees, may be assessed against such Owner's
Lot as a special assessment pursuant to the provisions hereof. Failure by the Association or by any
Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the
right to do so at any time. If these restrictions are enforced by appropriate proceedings by any such
Owner or Owners, such Owner or Owners may be reimbursed by the Association for all or any part of the
costs and expenses incurred, including reasonable attorneys' fees, in the discretion of the Board. In
addition to the foregoing, the St. Johns River Water Management District and/or The City of Winter
Springs shall have the right to enforce, by proceedings at law or in equity, the provisions contained in the
Declaration as they may relate to the maintenance, operation and repair of the Surface Water Management
System. Additionally, The City of Winter Springs shall have the right, but not the obligation, to enforce,
by proceedings at law or in equity, the provisions contained in the Declaration as they may relate to the
construction, reconstruction, maintenance, operation and repair of the Streets. Venue for any action to
enforce the provisions of this Declaration or the City Code, as same relates hereto, shall lie in Seminole
County, Florida.
If any dispute arises between an Owner and the Declarant, or between the Association and the
Declarant, with respect to the repair and Maintenance of the Streets, sidewalks, Conservation Area,
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Surface Water Management System and/or funding for same, such Owner and the Declarant or the
Association and the Declarant, respectively, agree in good faith to attempt to settle such disputes by non-
binding mediation under the Commercial Mediation Rules of the American Arbitration Association.
Such non-binding mediation shall be a condition precedent to the filing of any action at law or in equity to
enforce the provisions of this Declaration pertaining to the repair and Maintenance of the Streets,
sidewalks, Conservation Area, and Surface Water Management System and/or funding of same.
Notwithstanding the foregoing, non-binding mediation shall not be required in any case where immediate
relief, such as injunction relief, is sought.
Section 13.2. Severabilitv. Invalidation of anyone of these covenants or restnctlOns by
judgment or court order shall in no way affect any other provisions, which shall remain in full force and
effect.
Section 13.3. Duration and Term. The covenants and restrictions of this Declaration shall run
with and bind the land, and shall inure to the benefit of and be enforceable by the Association, or the
Owner of any Lot subject to this Declaration, their respective legal representatives, heirs, successors and
assigns, for a term of thirty (30) years from the date this Declaration is recorded, after which time said
covenants and restrictions shall be automatically extended and renewed for successive ten (10) year
periods.
Section 13.4. Amendment. Unless provided otherwise herein, this Declaration may be amended
by the affirmative vote of seventy-five percent (75%) of the Members present at any meeting at which a
quorum is present as provided in the By-Laws when written notice of such meeting specifies the proposed
amendment and amendments to be considered at such meeting. If an amendment is approved by the
Members in the foregoing manner, the President and Secretary of the Association shall execute an
Amendment to this Declaration which shall set forth the amendment, the effective date thereof, the date of
the meeting of the Association at which such amendment was adopted, the date upon which notice of such
meeting was given, the number of votes required to constitute a quorum at such meeting, the number of
votes necessary to adopt the amendment, the total number of votes cast in favor of the amendment, and
the total numbers of votes cast against the amendment. Anything contained herein to the contrary
notwithstanding, there shall be no amendments to the Declaration that materially or adversely affect rights
granted or reserved herein to the Declarant without its written consent. In addition, the Declarant
expressly reserves the right, so long as it is a Class B Member, to amend this Declaration without the
necessity of concurrent action or approval of the owners. Furthermore, any amendment to this
Declaration which would tend to alter or affect the Surface Water Management System shall require prior
written approval of the St. Johns River Water Management District. Any amendment to this Declaration
which would tend to alter or affect The City of Winter Springs Drainage and Utility Easements as shown
on the Plan shall require prior written approval of The City of Winter Springs. All amendments to this
Declaration shall be recorded in the Public Records of Seminole County, Florida.
Section 13.5. . Effect of Recordim!. Any Lot situated within the Property shall be deemed to be
"subject to assessment", as such term is used in this Declaration, the Articles or the By-Laws, upon
recording of this Declaration; and, any Additional Property annexed pursuant to the provisions hereof
shall be deemed "subject to assessment" upon recording of the appropriate supplement or amendment to
this Declaration annexing the same.
Section 13.6. A1J1Jlication of Law; Conflicts. Notwithstanding any covenant, condition,
easement or restriction. established herein to the contrary, the Developer, Association, and all Owners
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shall comply with all applicable laws, statutes, ordinances, regulations and codes affecting the Property
including all Lots and Common Areas, and the Developer, Association, and Owners shall not have the
right to violate any applicable law, statute, ordinance, regulation or Code. In the event of any conflicts
existing between this Declaration and any local, state, or federal law, the more restrictive conflicting
provision shall take precedence; provided, however, in the event the local, state and/or federal law is
preemptory in nature, the local, state, and/or federal law shall prevail and be applicable.
IN WITNESS WHEREOF, the Declarant has caused this instrument to be duly executed the day
and year fIrst above written.
Signed, sealed and delivered
in the presence of:
DECLARANT:
MORRISON HOMES, INC., a Delware
corporation
B~: ~~
Leslie Peters, Division President
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this 3 day of /r}Q II , 2006, by
LESLIE PETERS as Division President for MORRISON HOMES, INC., a Delaware co'rporation, who
took an oath and
~ personally known to me or
has produced as identifIcation.
NICHOL BOLANDER
MY COMMISSION # DO 200376
EXPIRES: July 31,2007
Bonded Thru Notary Public Undervmters
(jPlifli&!ltuJiX )
Notary Public
1, . . ';;), / Print
L Icht)/f_Y)! a I7C/t? v
My Commission Expires: 7 -, ~ l- 0 7
name:
(S
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EXHmIT "A"
LEGAL DESCRIPTION
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PARCEL 1
That part of Tracts "I" and "K", THE HIGHLANDS SECTION THREE, as recorded in Plat
Book 17, pages 48 and 49 of the Public Records of Seminole County, Florida, described as
follows: Begin at the Southwest comer of aforesaid Tract "I", said South west comer being on
the Northerly right-of-way of the Longwood Wagner Road (State Road 434); thence North
11E49'30" East, along the West line of said Tract "I" 1192.46 feet; thence South 78E10'30"
East, 103.67 feet; thence South 04E45'18" West, 444.17 feet; thence South 43El7'52" East,
123.07 feet; thence South 07E50'42" West, 73.65 feet; thence South 32E53'13" East, 72.19 feet;
thence South 61E03'27" East, 181.93 feet; thence South 48E27'52" East, 170.96 feet; thence
South 65E10'55" East, 122.27 feet; thence North 86E12'20" East, 521.26 feet; thence South
00E49'13" East, 338.07 feet; thence North 89E59'34" West, 735.75 feet to the aforesaid
Northerly right-of-way; thence North 82E53'31" West, 614.65 feet along said Northerly right-
of-way line to the p'oint of Beginning.
LESS AND EXCEPT
that part of Tract "I" THE HIGHLANDS SECTION THREE, as recorded in Plat Book 17, Pages
48 and 49 of the Public Records of Seminole County, Florida, described as follows: Commence
at the Southwest comer of aforesaid Tract "I", said Southwest comer being on the Northerly
right-of-way line of the Longwood Wagner Road (State Road 434); thence North 11E49'30"
East, along the West line of said Tract "I", 1192.46 feet; thence South 78ElO'30" East, 103.67
feet to a point called "A" for future reference; thence South 04E45'18" West 444.17 feet; thence
South 43El7'52" East 123.07 feet to a point called "B" for future reference; thence South
07E50'42" West 73.65 feet; thence South 32E53'13" East 72.19 feet; thence South 61E03'27"
East 181.93 feet toa point called "C" for future reference; thence South 48E27'52" East 170.96
feet; thence South 65E10'55" East 122.27 feet to a point called "D" for future reference.
Parcel "B"
Thence returning to said Point "B" for a Point of Beginning; thence run South 07E50'42" West
73.65 feet; thence South 32E53'13" East 72.19 feet; thence North 38E46'28" West 76.14 feet'
; ,
thence North 14EO'1'31" East 61.50 feet; thence North 24E57'45" West 40.14 feet; thence South
43El7'52" East 30.00 feet to the Point of Beginning.
Parcel "C"
Thence returning to: Point "C" for a Point of Beginning; thence run North 70E41'46" West 53.76
feet; thence North 41E24'17" West 26.76 feet; thence South 61E03'27" East 78.20 feet to the
Point of Beginning:
Parcel "D"
Thence returning to Point "D" for a Point of Beginning; thence run South 86E12'20" West 58.50
feet; thence North 43E37'32" West 76.25 feet; thence South 65ElO'55" East 122.27 feet to the
Point of Beginning.
PARCEL 2
That part of Lot 57 of Block D, D.R. MITCHELL'S SURVEY OF THE LEVY GRANT,
according to the plat thereof as recorded in Plat Book I, page 5 of the Public Records of
Seminole County, Florida, lying North of State Road 434, and West of the Florida Power
Corporation Easement, said Easement recorded in Official Records Book 690, Page 178, all of
the Public Records of Seminole County, Florida.
ALSO DESCRIBED AS:
That part of Tracts "I" and "K", The Highlands Section Three, as recorded in Plat Book 17,
Pages 48 and 49 of the Public Records of Seminole County, Florida, along with that portion of
Lot 57, Block D, D.R. Mitchell's Survey of the Moses E. Levy Grant as recorded in Plat Book 1,
Page 5 of the Public Records of Seminole County, Florida lying North of State Road 434 and
West of the Florida Power Corporation Easement, described as follows: Begin at the Southwest
comer of aforesaid Tract "I", said Southwest comer being on the Northerly right-of-way of the
Longwood-Wagner Road (State Road 434); thence NIIE49'30"E along the West line of said
Tract 'I", a distance of 1192.46 feet; thence S78EIO'30"E, 103.67 feet; thence S04E45'18"W,
444.17 feet; thence S43EI7'52"E, 93.07 feet; thence S24E57'45"E, 40.14 feet; thence
S14EOl '31 "W, 61.50 feet; thence S38E46'28"E, 76.14 feet; thence S61E03'31 "E, 103.73 feet;
thence S41E24'17"E, 26.76 feet; thence S70E41 '46"E, 53.76 feet; thence S48E27'52"E, 170.96
feet; thence S43E37'32"E, 76.25 feet; thence N86EI2'20"E, 579.76 feet; thence SOOE49'13"E,
338.07 feet; thence N89E59'34"W along the South line of Tract "I" 336.26 feet to a point on the
West line ofthe Florida Power Corporation Easement as recorded in O.R. Book 1392, Page 600;
thence S03E06'26"E along the West line of said easement a distance of 50.18 feet to a point on
the aforesaid Northerly right-of-way line of State Road 434; thence N82E53'31 "W, along the
Northerly right-of-way line a distance of 1019.98 feet to the Point of Beginning.
Contains 14.991 acres more or less.
T05-E78
EXHIBIT "B"
ARTICLES OF INCORPORATION
(see attached)
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kNDED AND RESTATED ARTICLES OF INCORPO~~8N 0 PM 2: 40
HARBOR WINDS TOWNHOME~FOWNERS' ASSOCIAwilt~:W~f.P~EbATE
i a Florida corporation not for profit to R1DA
1. Id compliance with the requirements of Florida Statute Section 617.0202, the undersigned
who is a resident i of the State of Florida, and who is of full age, for the purpose of forming a Florida
. corporation not for profit hereby submits these Amended and Restated Articles of Incorporation to be filed
with the Department of State.
2. The name of the corporation is HARBOR WINDS TOWNHOMES OWNERS'
ASSOCIATION, I INC., and the Corporation's Articles.ofmcorporation were originally filed on March 22,
2006.
3. Pursuartt to Florida Statute Section 617.1002, these Amended and Restated Articles of Incorporation
were duly approved and adopted by a sufficient number of members of the Board of Directors through and
action by written chnsent without a meeting and did not require member approval because there are currently
no members.
4. These Amended and Restated Articles of Incorporation shall supersede any previously filed
Articles of Incorpdration and any amendments thereto and shall be as follows:
ARTICLE I - NAME OF CORPORATION
The name bfthe corporation is HARBOR WINDS TOWNHOMES OWNERS' ASSOCIATION,
INC., a corporatio~ not for profit under the provisions of Chapter 617 of the Florida Statutes (hereinafter
referred to as the "A.ssociation").
,
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: ARTICLE II - PRINCIPAL OFFICE OF THE ASSOCIATION
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The initial principal office of the Association is located at 151 Southhall Lane, Maitland, Florida
32751, or other location designated by the Board of Directors.
ARTICLE III - REGISTERED AGENT AND REGISTERED OFFICE
,
JESSE E. GRAHAM, SR., ESQ. with an office at 369 North New York A venue, Third Floor, Winter
Park, FL 32789, isihereby appointed the initial Registered Agent ofthis Association.
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ARTICLE IV
PURPOSE AND POWERS OF THE ASSOCIATION
This Association does not contemplate pecuniaty gain or profit to the members thereof, and the
specific purposes for which it is formed are to provide for the maintenance, preservation and architectural
control of the Lots; Streets, and Common Area within that Property described as:
HARBOR WlNDS, according to the plat thereof recorded or to be recorded
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iri the Public Records of Seminole County, Florida,
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together with such; Additional Property located in Seminole County, Florida, which may be brought within the
jurisdiction of the 1\ssociation from time to time, as provided in the "Declaration" referred to hereinbelow, and
to promote the health, safety and welfare of the residents within the above descnbed property and any additions
thereto as may he~eafter be brought within the jurisdiction of this Association for this purpose to:
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A. etercise of all ofthe powers and privileges and to perfonu all of the duties and obligations of
the Association ai set forth in that certain Declaration of Covenants, Conditions and Restrictions for Lake
Mary Townhome~, hereinafter called the "Declaration", applicable to the Property and recorded or to be
recorded in the Public Records of Seminole County, Florida, as the same may be amended from time to time as
therein provided, said Declaration being incorporated herein as if set forth at length (all capitalized tenus,
unless otherwise provided herein, shall have the same meaning as defined in the Declaration) and pursuant to
Chapter 720, Florida Statutes;
B. fIX, levy, collect, and enforce payment by any lawful means, all charges or assessments
pursuant to the tetins of the Declaration; 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;
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 the Lot Owners (excluding the
Declarant), mortg~ge or pledge, any or all of its rdtl or personal property as security for money borrowed or
debts incurred;
E. dedicate, sell or transfer all or 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 has been signed by two-thirds (2/3) ofthe Lot
Owners (excluding the Declarant), agreeing to such dedication, sale or transfer, provided, however, the
Association shall have the right to grant permits, easements or licenses to a public agency or utility company
for utilities, roads, other purposes reasonably necessary or useful fOT the proper maintenance or operation of the
property, which grants shall not be deemed a dedication, sale or transfer requiring the consent of Members;
F. participate in mergers and consolidations with other nonprofit corporations organized for the
same purposes or annex additional residential property and Common Area, provided than any such merger,
consolidation, or annexation shall comply with the requirements of the Declaration;
G. have and to exercise any and all powers, rights and privileges which a corporation organized
under Florida Not For Profit Corporation Act by law may now or hereafter have or exercise;
H. operate, maintain and manage the Surface Water or Stonnwater Management System in a
manner consistent with the St. Johns River Water Management District Pennit No. 4-095-95578-1
requirements and applicable District rules, and shall assist in the enforcement of the restrictions and covenants
contained herein. The Association shall levy and collect adequate assessments against Members of the
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Association for thel maintenance, operation and
repair of the Surfa6e Water or Stormwater Management Systems including but not limited to work within
retention areas, dr~inage structures and drainage easements;
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I. op6rate, maintain and manage the Common Area. The Association shall levy and collect
adequate assessments against Members of the Association for the maintenance of the Common Area;
II
wAh respect to the surface water management system, the Association shall have the following
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(1) Each property owner shall be responsible for his pro rata share of the maintenance,
operation and repair of the surface water or stormwater management system. "Surface Water or Stonnwater
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 othern1ise affect the quantity and quality of discharges from the system, as permitted pursuant to
Chapters 40C-4, 40C-40, or 40C-42, F.A.C.
I
(2) 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 stormwat~t management capabilities as permitted by the St. Johns River Water Management District.
Each property owner shall be responsible for such maintenance and operation. Any repair or reconstruction of
the surface water o~ stormwater management system shall be as permitted, or if modified as approved by the St
Johns River Water,Management District.
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(3) Any amendment to the Deed Restriction which alters the surface water or stormwater
management systerh, beyond maintenance in its original condition, including the water management portions of
the common areas,:imust have the prior approval of the St. Johns River Water Management District.
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duties:
(4~ The St. Johns River Water Management District shall have the right to enforce, by a
proceeding at law: I or in equity, the provisions contained in this Deed Restriction which relate to the
maintenance, operation, and repair of the surface water or stormwater management system.
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i ARTICLE V - MEMBERSHIP
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Every pers,on or entity who is a record owner 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
ofthe Association. liThe foregoing is not intended to include persons or entities who hold an interest merely as
security for the performance of any obligation. Membership shall be appurtenant to and may not be separated
from ownership ofiFY Lot which is subject to assessment by the Association.
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il ARTICLE VI - VOTING RIGHTS
The Assoc:tation shall have two (2) classes of voting membership:
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A. class A. Class A Members shall be all Owners, with the exception of the Declarant,
and shall be entitldd to one (1) vote for each Lot owned. When more than one (1) person holds an interest in
any Lot, all such p~rsons shall be Members. The vote for such Lot shall be exercised as they determine, but in
no event shall morb than one (1 ) vote be cast with respect to any Lot. When reference is made herein or in the
Association Bylaifs to a majority or a specific percentage or fraction of Members to establish a quorum or to
carty a vote, such rbferences shall be deemed to mean and refer to such majority, percentage or fraction entitled
to vote on the basi~ of one (1) vote per Lot.
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B. class B. The Class B Member shall be the Declarant and shall be entitled to three (3)
votes for each Lotbwned. The Class B membership shall cease and be converted to Class A Membership on
the happening of ~y of the following events, whichever occurs earlier:
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(l~ three (3) months after ninety percent (90%) of the maximum number of residential
Lots allowed for tqe Property have been conveyed to Class A Members;
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(~ ten (10) years after the date of the recording of the Declaration in the Public Records
of Seminole County, Florida; and
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(3)
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Notwithstibding the cessation of Class B Membership in accordance with the above, if Additional
Property is made siIbject to this Declaration, Class B Membership shall be reinstated for all Lots owned by
Declarant so long:?s ninety percent (90%) of the then total number of Lots has nbt been deeded to Class A
Members. :1
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The affairS of this Association shall be managed by a Board of not more than seven (7) directors, who
need not be Mem~ers of the Association. The initial number of Directors shall be three (3) and may be
changed by amendtnent of the By-Laws of the Association. The names and address of the persons who are to
act in the capacity'ffDirectors until the selection oftheir successors are:
"
NAME ADDRESS
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Lynn Shannon Chvedov
Timmy Turcotte Mattie
William Steen
upon voluntary conversion to Class A Membership by the Declarant.
ARTICLE VII - BOARD OF DIRECTORS
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At the first annual meeting, the Members shall elect one (I) Director for a term of one (1) year, one
Director for a te~ 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 one (1) Director for a term of three (3) years. In the event the
number ofDirectofs is more than t1rree (3), additional Directors shall be elected for a term of three (3) years.
The DectJant is entitled to elect or appoint at least one (I) Director as long as Declarant holds for sale
in the ordinary coube of business at least five percent (5%) of the Lots.
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151 Southhall Lane, Suite 200, Maitland, FL 32751
151 Southhall Lane, Suite 200, Maitland, FL 32751
151 Southhall Lane, Suite 200, Maitland, FL 32751
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'I ARTICLE VIII - INCORPORATOR
The name futd address of the incorporator of these Amended and Restated Articles of Incorporation is
as follows: II
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NAME
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MORRISON HOMES, INC
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The affair~ of the Association shall be administered by the Officers designated in the By-Laws ofthe
Association as shall be elected by the Board of Directors at its first meeting following the fust annual meeting
of the general Me~bership and they shall serve at the pleasure of the Board of Directors. Pending the election
of the permanent Officers of this Association by the Board of Directors, the following named persons shall be
the temporary Offi~ers of the Association until their successors have been duly elected:
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TITLE
ADDRESS
151 Southhalllane, Suite 200
Maitland, Florida 32751
ARTICLE IX - OFFICERS
NAME
1
President
Vibe President
Scibretaryffreasurer
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Lynn Shannon Chvedov
Tammy Turcotte Mattie
William Steen
ARTICLE X - BY-LAWS
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By-Laws of the Association will be hereinafter adopted at the first meeting of the Board of Directors.
Such By-Laws may be amended or repealed, in whole or in part, 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.
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The Asso~iation may be dissolved with the assent given in writing and signed by not less than two-
thirds (2/3) of eachiflass of Members. Upon dissolution of the Association, other than 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 a#sets shall be granted, conveyed, and assigned to any nonprofit corporation, association,
trust, or other org~ization to be devoted to such similar purposes. In the event of termination, dissolution or
fmal liquidation offue Association, the responsibility for the operation and maintenance of the Surface Water
or Stormwater Mari~gement System must be transferred to and accepted by an entity which would comply with
Section 40C-42.02?, F .A.C., and be approved by the S1. Johns River Water Management District prior to such
termination, dissol~tion or liquidation. The dissolution procedures described in this Article XI are also subject
to court approval pursuant to the provisions of The Florida Not For Profit Corporation Act.
,[ ARTICLE XII - D~TION
d
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ARTICLE XI - DISSOLUTION
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Existence 6fthe Association shall commenced with the filing ofthe Articles of Incorporation with the
Secretary of State, Tallahassee, Florida on March 22,2006. The,ASsociation shall exist in perpetuity.
,I ARTICLE xm - AMENDMENTS
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Amendment of these Restated Articles of Incorporation shall require the approval of at least two-thirds
(2/3) vote of the Ut Owners.
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In the evebt that any provision of these Articles of Incorporation conflicts with any provision of
Declaration, the pr6vision of Declaration in conflict therewith shall control. If any provision ofthese Articles
of Incorporation cdnflicts with any provision ofthe Bylaws, the provisions of these Articles of Incorporation
shall control. il
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ARTICLE XIV - CONFLICT
ARTICLE XV - INDEMNIFICATION
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The Di~ectJrs and Officers of the Association shall be indemnified by the Association to the fullest
extent now or hereafter permitted by law and shall not be personally liable for any act, debt, liability or other
obligation of the A~sociation. Similarly, Members are not personally liable for any act, debt, liability or
obligation of the Asi~ociation. A Member may become liable to the Association for assessments, fees, etc. as
provided in ~e iraration or as otherwise provided by law.
IN WITNESS ~REOF, for the purpose offormingthis corporation under the laws of the State of
Florida, the undersfgned, being the Incorporator, has executed these Amended and Restated Articles of
Incorporation, this ~ day of MMd-.. ,2005.
II
Signed, sealed and delivered
in the presence of: !I
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INCORPORATOR:
MORRISON HOMES, INC.,
~on
. ~k.. . .d ~~
Name: Leslie Peters
As its: Division President
a Delaware
Address: 151 SouthhaIl Lane
Maitland, Florida 32751
II
STATE OF FLORIDA
COUN1Y OF @K.\J K'iE L~\:e-
'l 5:'" CY\.-.ch
The foreg~~ng instrumentwas acknowledged before me this ~"""Oay of \ ' ~ l
LesliyP'eters as theiPivision President of Morrison Homes, Inc., a Delaware corporation, who took
b-1'(personally kndwn to me oro has.nmdmied.. . - . dentifi o.
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II' CERTIFICATE DESIGNAtING PLACE OF
BUSINESS OR DOMI~E FOR THE SERVICE OF PROC~S
i WITHIN TillS STATE NAMING AGENT UPON WHOM
I PROCESS MAY BE SERVED
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In pursuan11e of Sections 48.091 and 617.0501, Florida Statutes, the following is submitted, in ,
compliance with saId act:
FIRST, th1 HARBOR WINDS TOWNHOMES OWNERS' ASSOClA TION, INC., desiring to
organize ~der the Iraws of the State of Florid a wi~h its principal office, as indicated in the Articles of
Incorporation, at 151~ Southhall Lane, Smte 200, Maitland, Flonda 32751 has narr1,ed Jesse E. Graham, Sr.,
located at 369 Nordi New York Avenue, Third Floor, Winter Park, County of Orange, State of Florida as its
agent to accept se~~ce of process within this state. '
[
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Having bee' named to accept service of process for the above-stated corporation, at place designated
in this Certificate, JlherebyaCcept to act in this capacity, and agree to comply with the provision of aid Act
relative to keeping ~pen said office.
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Dated: ~~' ~i ,2006.
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EXHIBIT "e"
BY-LAWS
(see attached)
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II OF
HARBOR WINDS TOWNHOMES OWNERS' ASSOCIATION, INC.
II
S . 1 Id1i .fi t. fA. ti
ecbon. enb lca Ion 0 ssocla on.
EXHIBIT "e"
BY-LAWS
II
These are theiiBy-Laws ofH!,-~OR WINDS TOWNH?MES OWN~RS' ASSOCIATI?~, ~c.
(hereinafter referred t9 as the "ASSOCiatIOn"), as duly adopted by ItS Board ofDrrectors. The AssocIation IS a
corporation not-for -pr9fit, organized pursuant to and under Chapter 617, Florida Statutes. The Association has
been incorporated in dl9nnection with the creation of that certain Development (the "Development") known as
HARBOR WINDS, a~ evidenced by that certain Declaration of Covenants, Conditions, and Restrictions (the
"Declaration") record~d or to be recorded in the Public Records of Seminole County, Florida. All terms and
defmitions as set fortH in Article I of the Declaration are incorporated herein and made a part hereof.
Ii
1.1 The dffice of the Association shall be for the present at 151 Southhall Lane, Maitland, Florida
32751 and thereafter bay be located at any place in Seminole County, Florida, designated by the Board of
Directors of the Assodiation.
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1.2 The fiscal year of the Association shall be the calendar year, unless a different fiscal year is
II
adopted by the Board!:
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1.3 The ~bl of the Association shall bear the name of the Association, the word "Florida," and the
words "Corporation ~ot-For-Profit."
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Section 2. JemberShip in the Association. Members Meetill1!s. Votin2 and Proxies.
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2.1 The gualifications of Members, the manner of their admission to membership in the
Association, and the rhanner of the termination of such membership shall be as set forth in Article IV of the
Articles of Incorporation of the Association.
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2.2 The ~embers shall meet annually at the office of the Association or such other place in
Florida, as determined by the Board and as designated in the Notice of such meetings, at the time determined
by the Board, within ~inety (90) days before each year-end (calendar or fiscal year-end as determined by the
Board) commencing with the year 2006. Such meetings shall be known as the "Annual Members Meeting."
The purpose of the AIi?ual Members Meeting shall be to elect directors, to hear reports of the officers, and to
transact any other business authorized to be transacted by the Members.
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2.3 Special meetings of the Members shall be held at any place within Seminole County,
whenever called byth~ President, Vice President, or a majority of the Board. A special meeting must be called
by the President or VI6e President upon receipt of a written request from one-fourth (1/4) of the Members.
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2.4 A wr,tten notice of the meeting (whether the Annual Members Meeting or a special meeting of
the Members) shall b~ mailed to each Member entitled to vote at his last known address as it appears on the
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books of the Association. Such written notice of an Annual Members Meeting shall be mailed to each Member
not less than fourteeA (14) days nor more than forty (40) days prior to the date of the Annual Members
Meeting. Written notice ofa special meeting of the Members shall be mailed not less than ten (10) days nor
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more than forty (40) days prior to the date of a special meeting. The notice shall state the time and place of
such meeting and tH~ object for which the meeting is called and shall be signed by an officer of the
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Association. If a meeting of the Members, either a special meeting or an Annual Members Meeting, is one for
which, by express prd\rision of the Articles or these By-Laws, there is permitted or required a greater or lesser
amount of time for tBe mailing or posting of notice than is required or permitted by the provisions of this
Section 2.4, then th~ aforesaid express provision shall govern. Any provision herein to the contrary
notwithstanding, notrte of any meeting may be waived by any Member before, during, or after a meeting,
which waiver shall ~e in writing and shall set forth a waiver of written notice of such meeting. The
aforementioned proc~dure shall not apply in the event of an emergency.
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2.5 The Members, at the discretion of the Board, may act by written agreement in lieu of a
meeting, provided written notice of the matter or matters to be agreed upon is given to the Members, at the
addresses and within the time periods set forth in Section 2.4 herein, or duly waived in accordance with such
Section. The decisiort\ of the majority vote of the Members as to the matter or matters to be agreed upon (as
evidenced by writtenllresponse to be solicited in the notice) shall be binding on the Members, provided a
quorum of the MemBers submits a response. The notice shall set forth a time period during which time a
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response must be made by a Member.
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2.6 A qJbrum of the Members shall consist of persons entitled to cast ten percent (10%) of the
votes of the Membersll A Member may join in the action of a meeting by signing and concurring in the minutes
thereof and such a si~ing shall constitute the presence of such parties for the purpose of determining a
quorum. When a quhrum is present at any meeting and a question which raises the jurisdiction of such
meeting is presented, ithe holders of a majority ofthevoting rights present in person or represented by written
"proxy" (as hereinaft~r defmed) shall be required to decide the question. However, if the question is one upon
which, by express prd~isions of the Declaration, the Articles, or these By-Laws requires a vote of other than
the majority vote of a!!quorum, then such express provision shall govern and control the required vote on the
decision of such question.
2.7 If an~ meeting of the Members cannot be organized because a quorum is not in attendance, the
Members who are pn~~ent, either in person or by proxy, may adj ourn the meeting to a date certain or otherwise
from time to time unt4 a quorum is present. In the case of a meeting being postponed, the notice provisions for
the adjournment shalljbe as determined by the Board. In any such subsequent meetings, a quorum shall consist
of one-fifth (1/5) oftite votes ofthe Members.
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2.8 MinJtes of all meetings shall be kept in a businesslike manner and be available for inspection
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by the members and the Directors at all reasonable times and places and shall be produced within ten (10)
b. d ft II. f .
usmess ays a er repelpt 0 a wntten request for access.
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2.9 Vot~grights of Members shall be as stated in Section 2.10 below. Such votes maybe cast in
person or by proxy. "froxy" is defmed to mean an instrument containing the appointment of a person who is
substituted by a Me~per to vote for him and in his place and stead. Proxies shall be in writing and shall be
valid only for the part~cular meeting designated therein, and any adj ournments of that meeting. A proxy must
be filed with the Secr~tary of the Association before the appointed time of the meeting in order to be effective.
Any proxy may be rtoked prior to the time a vote is cast according to such proxy.
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2.10 The ~OIlOWing provisions shall govern the right of each Member to vote and the manner of
exercising such right: i
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(a) I Each Owner or the collective Owners ofa Lot of record shall be entitled to one (1)
vote in the Associatioh with respect to matters on which a vote by the Owners is required or permitted to be
taken under the Decl&ation, the Articles or these By-Laws.
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(b) II The vote of the Owners of a Lot owned by more than one natural person, or by a
corporation or other legal entity, shall be cast by the person named in a certificate executed by all of the
Owners of the Lot, or iif appropriate, by properly designated officers, partners, or principals of the legal entity,
and filed with the Secretary of the Association. If such a certificate is not on file with the Secretary of the
Association the vote ibf such Lot shall not be considered for a quorum or for any other purpose.
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(c) I: Notwithstanding the provisions of paragraph (b) of this Section 2.10, whenever any
Lot is owned by a husband and wife, they may, but shall not be required to, designate a voting member. In the
event a certificate designating a voting member is not filed by a husband and wife, the following provisions
shall govern their right to vote:
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Ii (1) Where both are present at a meeting, each shall be regarded as the agent and
proxy of the other for purposes of casting the vote for each Lot owned by them. In the event they are unable to
concur in their decision upon any subject requiring a vote, they shall lose their right to vote on that subject at
the meeting. II
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Ii (2) Where only one (1) spouse is present at a meeting, the person present may
cast the vote for the Rot without establishing the concurrence of the other spouse, absent any prior written
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notice to the contrary ~y the other spouse. In the event of prior notice to the contrary to the Association or the
designation of a diffe~ent proxy by the other spouse, the vote of said Lot shall not be considered.
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(d) Ii In the event that any Owner shall fail to pay Assessments within ten (10) days after he
has been notified in Jriting by the Association that such Assessments are due, the vote of the Lot owned by
such Owner shall be t~rminated until such Assessment plus interest thereon and costs of collection thereof are
paid to the Associatidh.
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( e) II The foregoin~ provisions shall not apply to the Declarant named in the Declaration
and the Declarant's successors and aSSIgns.
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2.11 At a~y time prior to a vote upon any matter at a meeting of the Members, any Member may
demand the use of a sbcret written ballot for voting on such matter. The Chairman of the meeting shall call for
nominations for insp4tors of election to collect and tally written ballots upon the completion of balloting upon
the subject matter. II
Section 3. Board of Directors; Director's Meetin2s.
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3.1 The form of administration of the Association shall be by a Board of not less than three (3)
Directors nor more tlii.an seven (7) Directors, the exact amount to be determined from time to time by the
Members in accordari~e with the Declaration, or the Articles. The Board shall initially consist of three (3)
members, who need rtot be members of the Association.
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3.2 The ~rovisions of the Articles setting forth the selection, election, designation and removal of
Directors by the Decl~ant are hereby incorporated herein by reference.
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3.3 Subj~ct to Section 3.5 below and to the Declarant's rights as set forth in the Articles and as set
forth in Section 3.5(d) below, vacancies in the Board shall be filled by persons elected by the remaining
Directors. Any sucHI person shall be a Director as if, and have all of the rights, privileges, duties and
obligations as a Dire~tor, elected at an Annual Members Meeting, and shall serve for the term prescribed in
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Section 3.4 ofthese By-Laws.
3.4 The Jbrm of each Director's services shall extend until the next Annual Members Meeting and
until his successor is 11duly elected and qualified, or until he is removed in the manner elsewhere provided
herein. Ii
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3.5 (a) Ii A Director elected by the Members, as provided in the Articles, may be removed from
office upon the affmi{ative vote or the agreement in writing of a majority vote of the Members at a special
meeting of the Memb~rs for any reason deemed by the Members to be in the best interests of the Association.
A meeting ofMembe~s to so remove a Director elected by them shall be held, subject to the notice provisions
of Section 2.4 hereofl upon written request of ten percent (10%) of the Members. However, before any
Director is removed ftom office, he shall be notified in writing that a motion to remove him will be made prior
to the meeting at whidh said motion is to be made, and such Director shall be given an opportunity to be heard
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at such meeting shoulCl he be present prior to the vote on his removal.
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II ill the event the members hold a special meeting to remove a director or directors, the
Board shall hold a Board meeting within five (5) full business days after the adjournment of the member
meeting to remove orle or more directors. At the meeting, the Board shall certify the removal, in which case
such member or members shall be removed effective immediately and shall turn over to the Board within five
(5) full business days!!any and all records and property of the Association in their possession.
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(b) Ii A Director elected by the members, as provided in the Articles, may also be removed
from office by an agr~ement in writing or by written ballot without a membership meeting. The agreement in
writing or the writterli ballots, or a copy thereof, shall be served on the Association by certified mail or by
personal service in t~e manner authorized by Florida Statutes Chapter 48 and the Florida Rules of Civil
Procedure. !I
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(c) II If the Board determines it will not to certify the written agreement or written ballots to
remove a director or qirectors of the Board or does not certify the removal by a vote at a meeting, the Board
shall, within five (5) full business days after the meeting, file with the Florida Department of Business and
Professional Regulati~n a petition for binding arbitration pursuant to the applicable procedures contained in
Florida Statutes Sectibns 718.112(2)(j) and 718.1255 in the rules adopted thereunder. If the arbitrator certifies
the removal as to any airector or directors of the Board, the removal will be effective upon mailing of the final
order of arbitration to !the Association. The director or directors so removed shall deliver to the Board any and
all records of the Assdbation in their possession within five (5) full business days after the effective date of the
removal. II
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(~) i If the Board f~ils t~ ?uly not~ce. and hold a bo~d meeting within five (5) full business
days after the servIce of an agreement m wrItmg or wIthm five full busmess days after the adjournment of the
member removal mee~ing, the removal shall be deemed effective and the director so removed shall immediately
turn over to the Boar~ all records and property of the Association.
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(e) I: Minutes of all meetings of the Board related to removal of a director or directors shall
be kept in a busines~ like manner and be available for inspection by the Members and Directors at all
reasonable times and ~laces and produced within ten (10) business days after receipt of a written request for
access. Ii
(1) i ill the event a Director is removed from office without a membership meeting the
board shall hold a meeting, subject to the notice provisions contained in Section 2.4 herein above. Said meeting
shall be held within fi~e (5) days after the members deliver the agreement in writing or the written ballots to
the Association. At thb meeting the Board shall either certify the written ballots or written agreement to remove
a director or director~ of the Board, in which case such director or directors shall be removed effective
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immediately and shaHiturn over to the board within five (5) full business days any and all records and property
of the Association in their possession.
(g) ! Members shall elect, at a special meeting or at the Annual Members Meeting, persons
to fill vacancies to the Board caused by the removal of a Director elected by Members in accordance with
Sections 3.5(a) and cb) above.
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(h) Ii A Director designated by Declarant, as provided in the Articles, may be removed only
by Declarant in its sole and absolute discretion and without any need for a meeting or vote. The Declarant
shall have the unqualified right to name a successor for any Director designated and thereafter removed by it,
and Declarant shall nd~ify the Board of the name of the successor Director and the commencement date for the
term of such successdi- Director.
(i) I: ill the event a Director not designated by the Declarant shall fail to pay Assessments
within ten (10) days after he has been notified in writing by the Association that such Assessments are due, his
Board membership slAll automatically be terminated and if such Board member is an officer of the Board he
shall automatically be!bischarged from his office. The provisions hereof shall not act to deprive the Declarant
of its right to designatb officers or Directors.
3.6 The tganizational meeting of a newly elected Board shall be held within ten (10) days of their
election at such place lmd time as shall be fixed by the Directors at the meeting at which they were elected. No
further notice of the dtganizational meeting shall be necessary.
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3.7 Regutar meetings of the Board may be held at such time and place as shall be determined from
time to time by a maj~rity of the Directors. Special Meetings of the Board may be called at the discretion of
the President or the V~~e President of the Association. Special meetings must be called by the Secretary at the
written request of one!.third (1/3) of the Directors.
3.8 NotiJl of the time and place of regular and special meetings ofthe Board, or adjournments
thereof, shall be giv~ to each Director personally or by mail, telephone, or telegraph at least three (3) days
prior to the day nameq for such meeting. Any Director may waive notice of a meeting before, during, or after a
meeting, and such wa~ver shall be deemed equivalent to the receipt of notice by such Director. Notices of all
board meetings shall ~e given to the Members of the Association, as provided by law.
3.9 A qJrum of the Board shall consist of the Directors entitled to cast a majority of the votes of
the entire Board. Matters approved by a majority of the Directors present at a meeting at which a quorum is
present shall consti,~e the official acts of the Board, except as specifically otherwise provided in the
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Declaration, Articles, Ibr elsewhere herein. I~ at any meet~g of the ~oard, t~ere sh~ll be less t~an a quorum
present, the majority of those present may adjourn the meetmg from tune to tune untIl a quorum IS present. At
any meeting being held because of such an adjournment, any business which might have been transacted at the
meeting as originally lealled may be transacted. In the case of the adjournment of a meeting, notice to the
Directors of such adj9~rnment shall be as determined by the Board.
3.10 The JreSiding officer at Board meetings shall be the President.
3.11 Direlor's fees, if any, shall be determined by a majority vote of the Members.
3.12 Minuts of all meetings ofthe Board shall be kept in a businesslike manner and be available
for inspection by the :rYtembers and Directors at all reasonable times and places produced within ten business
days after receipt of allwritten request for access.
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3.13 The ~oard shall have the power to appoint various executive committees of the Board. Each
committee shall act asl a liaison to the Board and provide the Board with such information and reports as the
Board may request. Executive committees shall consist of no more than three (3) persons. Executive
committees shall havdl and exercise such powers as the Board may delegate to such executive committee. In
addition to such execlhtive committees of the Board, the Board may organize owners' committees in the
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Development consistihg of no more than three (3) owners. Such committee shall be designated as a "non-
official committee," Jhd the Owners shall have no authority to act on behalf of the Board. However, the
purpose of such Own~rs shall be to act as a liaison and to provide the Board with such information as the
Board may deem apptbpriate and necessary to exercise its power.
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3 .14 Meet~gs of the Board shall be open to all Members. Unless a Member serves as a Director or
unless he has been s~:ecifically invited by the Directors to participate in a meeting, Members shall not be
entitled to participate ih any meeting ofthe Board, but shall only be entitled to act as an observer. In the event
that a Member not sering as a Director or not otherwise invited by the Directors to participate in a meeting
attempts to become m6re than a mere observer at such meeting, or conducts himself in a manner detrimental to
the carrying on of suc~ meeting, then any Director may expel said Member from the meeting by any reasonable
means which may be hecessary to accomplish such an expulsion. Also, any Director shall have the right to
exclude from any me~ting of the Board any person who is not able to provide sufficient proof that he is a
Member, unless said person was specifically invited by the Directors to participate in such meeting. Board
members may attend ~ meeting via telephone conference call if a speaker phone is available so that all those
present at the meeting !can communicate.
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3.15 The :Qirectors 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 al the Directors. Any action so approved shall
have the same effect ~r though taken at a meeting of the Directors.
Section 4. p1wers and Duties of the Board of Directors.
All of the polers and duties of the Association -including those existing under the Declaration, the
Articles, and these BytfLaws shall b~ exercised by the Board, unless otherwise specifically delegated therein to
the Members. Such powers and dutIes of the Board shall be exercised in accordance with the provisions of the
Declaration and theseIBy-Laws, and shall specifically include all powers designated in the Declaration, the
Articles, and these Bt.aWS' including, without limitation, thc following:
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4.1 Ma~g and collecting Special Assessments and Annual Assessments against Members
(collectively "Assessrdents") in accordance with the Declaration. These Assessments shall be collected by the
Association through d~yments made directly to it by the Members.
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4.2 Using the proceeds of Assessment m the exerCIse 0 t e powers an utles 0 t e ssocIatlOn
and the Board. Ii
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4.3 Mainiaining, repairing and operating the Development.
4.4 Recottructing improvements after casualties and losses, and making further authorized
improvements of the ~evelopment.
4.5 Maktg and amending Rules and Regulations with respect to the use of the Development.
4.6 EnfJCing by legal means the provisions of the Declaration, the Articles, these By-Laws, and
applicable provisions Ibf law.
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4.7 cont~acting for the management and maintenance of the Development, and to authorize a
management agent to ~ssist the Association in carrying out its powers and duties by performing such functions
as the submission of ~toposals, collection of Assessments, preparation of records, enforcement of rules, and
maintenance, and rep~ir and replacement of the Common Areas and the Lots with funds that shall be made
available by the Asso~iation for such purposes and other services.
4.8 paJlg taxes and Assessments which are or may become liens against the Common Areas, if
any, and assessing th~l same against the Members.
4.9 purc~aSing and carrying insurance for the protection of the Owners, the Board, and the
Association against c~sualty and liability.
4.10 pa~~ costs of all power, water, sewer, and other utility services rendered to the
Development, and no~ billed to the Owners.
4.11 Hirin~ and retaining such employees as are necessary to administer and carry out the services
required for the proP9- administration of the purposes of this Association, including the hiring of a resident
manager and paying ~ll salaries therefor.
Section 5. O~ficers of the Association.
5.1 The Jficers of the Association shall be a President, who shall be a Director, one (1) or more
Vice Presidents, a Tre~surer, and a Secretary, all of whom shall be elected annually by the Board. Any officer
may be removed with ~r without cause from office by a vote of the Directors at any meeting of the Board. Any
officer may resign at Jpy time by giving written notice to the Board; such resignation shall take effect on the
date of receipt of suc~ notice or any later time specified therein, and unless otherwise specified therein, the
acceptance of such res~gnation shall not be necessary to make it effective. The Board shall, from time to time,
elect such other office~s and assistant officers and designate their powers and duties as the Board shall fmd to
be required to managcl! the affairs of the Association.
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5.2 The President shall be the chief executive officer of the Association. He shall have all of the
powers and duties wh~ch are usually vested in the office of the President of an owner's association, including,
but not limited to, the (power to appoint such committees at such times from among the Members as he may, in
his discretion, determine appropriate to assist in conducting the affairs of the Association. The President shall
preside at all meeting~ of the Board.
5.3 In tJ absence or disability of the President, the Vice President shall exercise the powers and
perform the duties offhe President. The Vice President shall also generally assist the President and exercise
such other powers ana perform such other duties as shall be prescribed by the Board. In the event there shall
be more than one (l)I~ice President elected by the Bo:rrd, then they.shall ~e designated "First," "Second,"
etc., and shall exerCIse the powers and perform the dutIes of the PreSIdent, m order.
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5.4 The ISecretary shall cause to be kept the minutes of all meetings of the Board and the
Members, which mn1tites shall be kept in a businesslike manner and shall be available for inspection by
Members and Direct6rs at all reasonable times and places and produced within ten (l0) business days after
receipt of a written re&uest for access. He shall have custody of the seal of the Association and shall affix the
same to instruments i~quiring such seal when duly authorized and directed by the Board to do so. He shall
keep the records ofth~ Association, except those ofthe Treasurer, and shall perform all of the duties incident
to the office of Secrefkry of the Association as may be required by the Board or the President. The Assistant
Secretary, if any, shall perform the duties of the Secretary when the Secretary is absent, and shall assist the
Secretary. Ii
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5.5 The treasurer shall have custody of all of the property of the Association, including funds,
securities, and evideJces of indebtedness. He shall keep the assessment rolls and accounts of the Members,
keep the books of th~ Association in accordance with generally accepted accounting practices, and shall
perform all of the duti~s incident to the office of a Treasurer. The Assistant Treasurer, if any, shall perform the
duties of the Treasurt whenever the Treasurer is absent, and shall assist the Treasurer.
5.6 The Gompensation, if any, of all officers and other employees of the Association shall be fixed
by the Board. This p~ovision shall not preclude the Board from employing a Director as an employee of the
Association or preclu~e the contracting with a Director for the management of the Development.
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5.7 The ~ffices of Secretary and Treasurer may be held by the same person. No person shall
simultaneously hold rhore than one (l) of any of the other offices.
5.8 A vJancy in any office may be filled by appointment by the Board. The officer appointed to
such vacancy shall seflve for the remainder of the term of the office he replaces.
Section 6. jLoUntin2 Records: Fiscal Mana2ement.
61 Th i .. h 11 " . d .
. . . e ll~s~ocIatlOn s a ma~tam ac~ountmg recor s m accordance with generally accepted
accountmg practIces WhIch shall be open to mspectIon by the Members or their authorized representatives at
reasonable times and places within ten (10) days after receipt of a written request for access. Such
authorization as a re~tesentative of a Member must be in writing and signed by the Member giving such
authorization and dat~d within sixty (60) days of the date of any such inspection.
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6.2 (a) I The Board shall adopt a budget for estimated revenues and expenses for each
forthcoming fiscal ye~ and the estimated surplus or deficit as of the end of the current year, the date of the
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Budget Meeting to ad pt the budget to be determined by the Board. Prior to the Budget Meeting, a proposed
Budget shall be prepJred by or on behalf of the Board for the Development, which shall include, but not
necessarily be limitedlto, the following items of expense:
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(8)
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Services
Utilities
Administration
Supplies and Materials
Insurance
Repairs, Replacement and Maintenance
Professional Fees
Reserve Funds
Operating Capital
Other Expenses
II In addition to the foregoing items of expense, the Budget( s) may include taxes, if the
Board so determines, II " .
Copi~s of the proposed Budget and notlce of the exact tune and place of the Budget Meetmg
shall be mailed to eac~ member at the Member's last known address, as reflected on the books and records of
the Association, not ld~s than thirty (30) days prior to said Budget Meeting. The Budget Meeting shall be open
to the Members. The rbeeting may be held anywhere in Seminole County, Florida as determined by the Board.
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(b) ! The Board may also include in such proposed Budgets, either armually, or from time
to time as the Board shall determine to be necessary, a sum of money as an Assessment for the making of
betterment to the Dev~lopment and for anticipated expenses of the Association which are not anticipated to be
incurred on a regular &r annual basis. This sum of money so fixed may then be levied upon the members by
the Board as Special Assessment. In addition, the Board shall, subject to the Declaration, include on an armual
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basis the establishm~nt of reserve accounts for capital expenditures and deferred maintenance of the
Development. Ii
(c) Ii In administering the fmances of the Association, the following procedures shall
govern: (i) the fiscal1ear shall be the calendar year, unless a different fiscal year is adopted by the Board; (ii)
any income received ~y the Association in any calendar year may be used by the Association to pay expenses
incurred by the Assoc~ation in the same calendar year; (iii) there shall be apportioned between calendar years
on a pro rata basis anr expenses which are prepaid in anyone calendar year for Common Expenses which
cover more than SUC~i calendar year; (iv) Assessments shall be made annually in amounts no less than are
required to provide 9nds in advance for payment of all of the anticipated current expenses, for all unpaid
expenses previously rcurred, and for the annual contribution to the reserve account(s) for any future
expenditures and expepses which have been budgeted; and (v) Common Expenses incurred in a calendar year
shall be charged agailist income for the same calendar year regardless of when the bill for such Common
Expenses is received. r otwithstanding the foregoing, Assessments shall be of sufficient magnitude to insure
~~a:~equacy and avaiJIl1 bility of cash to meet all budgeted expenses and anticipated cash needs in any calendar
(d) I The depository of funds of the Association shall be such bank or banks as shall be
designated from tim I to time by the Board in which the monies of the Association shall be deposited.
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Withdrawal of monieJlfrom such account shall be only by checks signed by such persons as are authorized by
the Board. I
( e) II A review of the accounts of the Association shall be made annually by an auditor,
accountant, or Certified Public Accountant designated by the Board, and a copy of a report of such audit shall
be furnished to each Director no later than the first day of April of the year following the year for which the
report is made. The rJport shall be deemed to be furnished to the Director upon its delivery or mailing to the
Director at his last knO[I:wn address as shown on the books and records of the Association.
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(f) ! No Board shall be required to anticipate revenue from Assessments or expend funds to
pay for Common Exp '. nses not included in the Budget or which shall exceed budgeted items, and no Board
shall be required to eJgage in deficit spending. Should there exist any deficiency which results form there
being greater Commoh. Expenses than income from Assessments, then such deficits shall be carried into the
next succeeding year' ~ Budget as a deficiency or shall be the subject of a Special Assessment to be levied by
the Board as otherwis~ provided in the Declaration.
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(g) i The Association shall prepare an annual report within sixty (60) days after the close of
the fiscal year. The A~sociation shall, within ten (10) days after receipt of a written request for access, provide
each member with a c@py of the annual fmancial report or a written notice that a copy of the fmancial report is
available upon request at no charge to the member. The fmancial report must consist of either (i) fmancial
statements presented in conformity with general accepted accounting principals; or (ii) a fmancial report of
actual receipts and expenditures, cash basis, which must show: the amount of receipts and expenditures by
classification, and thejieginning and ending cash balances ofthe Association.
6.3 The Association shall collect Annual Assessments and Special Assessments from the Owners
in the manner set forth in the Declaration, the Articles, and these By-Laws.
6.4 As mLe fully described in the Declaration, each Member is obligated to pay to the Association
Annual and Special A~sessments which are secured by a continuing lien upon the property against which the
assessment is made, aftd which are the personal obligation of the Member.
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6.5 The :qscal year of the Association shall begin on the first day of January and end on the 31 st
day of December of e~ery year, except that the first fiscal year shall begin on the date of incorporation.
Section 7. Rtes and Rel!ulations.
The Board mJ~ adopt Rules and Regulations, or amend or rescind existing Rules and Regulations, for
the operation and the J1se ofthe Development at any meeting ofthe Board; provided, however, that such Rules
and Regulations are n&t inconsistent with the Declaration, the Articles, or these By-Laws.
Section 8. Alendment of the Bv-Laws.
8.1 TheJ By-Laws may be amended by a majority vote of the Members present at an Annual
Members Meeting or dl special meeting of the Members and the affirmative approval of a majority of the Board
at a regular or special tneeting of the Board. A copy of the proposed amendment shall be sent to each Member
along with the notice ~f the speci~l meeting of the Members or Annual Members Meeting. An amendment
may be approved at th~ same meetmg of the Board and/or the Members at which such amendment is proposed.
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8.2 An lendment may be proposed by either the Board or by the Members, and after being
proposed and approv~d by one of such bodies, it must be approved by the other as above set forth in order to
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become enacted as an' amendment.
8.3 No JOdification or amendment to these By-Laws shall be adopted which would affect or
impair the priority 0:11, any Preferred Lender as that term is defmed in the Declaration ,the validity of the
mortgage held by an~such Preferred Lender as that term is defmed in the Declaration, or any of the rights of
the Declarant. II
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8.4 As l~ng as there is a Class B membership, as that term is defmed in the Declaration, no
modification or ame~dment to these By-Laws shall be adopted without the prior consent of the Federal
Housing Administradbn and the Veterans Administration.
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Section 9. Corporate Seal.
The AssociaJion shall have a seal in a circular form having within its circumference the words:
HARBOR WINDS TOWNHOMES OWNERS ' ASSOCIATION, INC., a Florida corporation not-for-profit
2005. Ii
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HARBOR WINDS TOWNHOMES OWNERS'
ASSOCIATION, INC., a Florida corporationnot-for-profit
By L1ht ~Ai 4f
Print Name: \..U\~\i""'~
As its: 5Lo-~ 1"'(elI..~\)t"er
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Attest:
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By:~ . A.l
Pr~t Nam:~ -- k,. ,
As ItS: ~ICP "' . .\
(CORPORATE SEAL)
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