HomeMy WebLinkAboutRecording of Plats Jesups Landing Townhomes
MARYANNE MORSE, CLERK OF CIRCUIT COURT
SEMINOLE COUNTY
ax 06116 Pgs 1450 - 1499; (50pgs)
CLERK'S # 2006022465
RECORDED Oa/l0/2006 08:54:51 AM
RECORDING FEES 426.50
RECORDED BY D Thomas
DECLARATION OF RESTRICTIONS
AND PROTECTIVE COVENANTS
FOR JESUP'S LANDING TOWNHOMES
Prepared By
Return To:
Nancy M. Wallace, Esquire
Akerman Senterfitt
106 East College Avenue, 12th Floor
Tallahassee, Florida 32301
FEB 1 0 2006
T ABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS............................................................... ................................... ........ 1
ARTICLE II. PROPERTY SUBJECT TO THIS DECLARATION .............................................. 3
Section 1. Legal Description............ .................................... .................................................. 3
Section 2. Developer's Right to Add Additional Property to or Withdraw Property............ 3
ARTICLE III. JESUP'S LANDING TOWNHOMES OWNERS' ASSOCIATION ..................... 3
Section 1. Membership........ ............. ............ ............ ....................................... ...................... 3
Section 2. Voting Rights... ............... .......... ............. ............................................................... 3
Section 3. Common Area Ownership ................. ...... ......... ............ ....... ........ ......................... 4
Section 4. Powers.................................... ................... .......... .................................................. 4
Section 5. Rules and Regulations................. ......................................................................... 4
Section 6. Merger or Consolidation........ ............................................................................... 4
Section 7. Termination of the Association .......... ........ ...... ..... ..................... ........ ........... ....... 5
ARTICLE IV. MAINTENANCE OBLIGA nONS ....................................................................... 5
Section 1. Common Area Maintenance....... ............. .............. ............................. ...... ............ 5
Section 2. Street Lighting.... ............ .................... ....... ..................... ........... .......... ................. 5
Section 3. Lot Maintenance .... ...... .......... ......... ...................................................... ................ 6
Section 4. Irrigation System.... ........ ............................ .......................................................... 6
Section 5. Stormwater Drainage Facility......................................... ..... ............... ............ ...... 6
Section 6. Drainage Retention Areas (DRA' s) ......................... ........ ............. ........................ 6
Section 7. Surface Water Management System..................................................................... 7
Section 8. Drainage Improvements within Easements .......................................................... 7
ARTICLE V . ASSOCIATION ASSESSMENTS .................. ................. ......... ................ ......... ..... 7
Section 1. Creation of the Lien and Personal Obligation for the Assessments ..................... 7
Section 2. General Assessments...................... ...................................................................... 7
Section 3. Date of Commencement of General Assessments; Due Dates ............................. 8
Section 4. Initial Budget.............................................................. ................................ .......... 8
Section 5. Special Assessments....................... ............................................................. ......... 8
Section 6. Trust Funds................. ........... ...................... ............................................. ............ 9
Section 7. Guaranteed Assessments during Guarantee Period .............................................. 9
Section 8. Working Capital Fund .... ........ ........................ ................. ............................... .... 10
Section 9. Assessment Roster and Certificate..................................................................... 10
Section 10. Collection of Assessment, Effect of Non Payment of Assessments; The
Personal Obligation of the Owner; The Lien, Remedies of the
Association...................................................................................................... 10
Section 11. Subordination of the Lien to First Mortgages................................................... 11
ARTICLE VI. ARCHITECTURAL CONTROL ....... ..... .......... ........................... ................. ....... 12
Section 1. Architectural Control..... ...................... ....... ................. .......... ................. ..... ....... 12
. ARTICLE VII. EASEMENTS...................................................................................................... 12
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Section 1. Members' Easements ........ ........ ... ........ .... ............... ............................................ 12
Section 2. Easements Appurtenant...................................................................................... 12
Section 3. Utility Easements..... ..................... ...................................................................... 12
Section 4. Public Easements............ ........................ ............................................................ 13
Section 5. Easements for Encroachment ...... ...... ............ ................. ......... ...................... ..... 13
Section 6. Right to Grant or Relocate Easement ................................................................. 13
Section 7. Association Easement... .... ... .... ........... .............. .... .... ............. ............................. 13
Section 8. Easement for Access and Drainage. ................... ...... ................................ .......... 13
Section 9. Alley Cross Easement....................................................................................... ..14
ARTICLE VIII. GENERAL RESTRICTIVE COVENANTS .....................................................14
Section 1. Applicability.................... ........ ........ ........ ........................ ................................... 14
Section 2. Land Use........................ ....... ........... ..... .................................. ..... ....................... 14
Section 3. Building Location.. ........ ............... .......... ........................... ................................. 14
Section 4. Landscaping of Easements ..... ........ ................................. ....... ......... ......... .......... 14
Section 5. Nuisances .......... ..... ....................... ..... .................... ............................................. 15
Section 6. Temporary Structures.... ............................................................. ........................ 15
Section 7. Signs ... .............. ............................... ..... .............................................................. 15
Section 8. Oil and Mining Operations ................................................................................. 15
Section 9. Animals and Pets................................................................................................ 15
Section 10. Visibility at Intersections........ ............ ............ ........ ............. ...... ............ ........... 16
Section 11. Parking............... .................. .......... ....... .......... ................ ............................. ..... 16
Section 12. Fences ................. ................................................................. ............................. 16
Section 13. Hedges. .............................. ............................................................................... 16
Section 14. Garbage and Trash Disposal.............. .............. ........... ........ ....................... ....... 16
Section 15. Drying Areas................ ............................................................ ......................... 17
Section 16. Gas Containers............. ......... ................. .............................. .......~. .................... 17
Section 17. Communication Equipment .............................................................................. 17
Section 18. City Requirement......... ........... ............ ................................. ..... ........................ 17
Section 19. Drainage...... ........... .............. .................... ................ ......................................... 17
Section 20. Pumping or Draining ........................................................................................ 17
Section 21. Leasing.... ........ ..... ... ........... .............. ............ ............................. ................ ........ 18
Section 22. Waterways.......................... .............................................................................. 18
Section 23. Screen Enclosures............................................................................................. 18
Section 24. Alley Parking......... ............................... .................................................. .......... .18
Section 25. Air Conditioning Equipment .......................................................................... 179
Section 26. Garage Doors .......... ...... .............. ............. ............................ ............................. 18
Section 27. Window and Sliding Glass Door Treatments ................................................... 18
Section 28. Exterior Holiday Decorations ......................................................... .................. 18
Section 29. Recreational Equipment........... .................. ....... ................ ..................... ........... 18
ARTICLE IX. INSURANCE AND HAZARD LOSSES............................................................. 19
Section 1. Authority to Purchase: Named Insured............................... ........ ...... ........... ....... 19
Section 2. Coverage....... ............ ......................... ..... ..... ....................................... ....;........... 19
Section 3. Premiums................................... ......................................................................... 21
Section 4. Association's Power to Compromise Claims...................................................... 21
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. ARTICLE X. DEVELOPER'S RIGHTS ............................. ......................................................... 21
Section 1. Sales Activity........... .... ................ .................... ......... ................................... ....... 21
Section 2. Replatting.. ....................... ..... ............. ................... ..... .... ...... ............................... 21
Section 3. Utility and Construction Payments and/or Deposits........................................... 21
Section 4. Developer's Right to Common Areas ................................................................. 22
Section 5. Assignment of Developer Rights ........................................................................ 22
Section 6. Developer Approval of Board Action................................................................. 22
. ARTICLE XI. MORTGAGEES' RIGHTS ..................................................................... .............. 22
Section 1. Notices of Action............... ................................................................................. 22
Section 2. No Priority........................ ............ ...................................................................... 23
Section 3. Notice to Association.......................................................................................... 23
Section 4. Applicability of Article XI............. ......... ............ ........... .......... ............. ........ ...... 23
Section 5. Failure of Mortgagee to Respond ....................................................................... 23
ARTICLE XII. GENERAL PROVISIONS .................................................................................. 23
Section 1. Duration......... ..... ............. .............................................................. ..................... 23
Section 2. Notice......................... ...... ................................................................................... 23
Section 3. Enforcement........... ........... ................. ................................................................. 24
Section 4. Severability............ ........... ............ ................. ..................................................... 24
Section 5. Amendment............ ......... ................................................................ .................... 24
Section 6. Litigation................ ........... .......... ................................... ................. .................... 25
Section 7. Effective Date.............. ....... ........ ............................ ............................................ 25
Section 8. Application of Law; Conflicts ............................................................................ 25
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DECLARATION OF RESTRICTIONS
AND PROTECTIVE COVENANTS
FOR JESUP'S LANDING TOWNHOMES
THIS DECLARATION (the "Declaration"), made this I ?>~ day of !Jeca""'lo..... , 2005,
by LEVITT AND SONS OF SEMINOLE COUNTY, LLC, a Florida limited liability
company ('IDeveloper"), which declares that the real property described in Article II, is and shall
be held, transferred, sold, conveyed and occupied subject to the covenants, restrictions,
. easements, charges and liens (sometimes referred to as "covenants and restrictions") set forth
herein.
This Declaration does not and is not intended to create a condominium within the
meaning of the Florida Condominium Act, Chapter 718, Florida Statutes.
ARTICLE 1.
DEFINITIONS
The following words when used in this Declaration (unless the context shall prohibit)
shall have the following meanings:
(a) "Assessments" means those payments due pursuant to Article V, whether
General or Special (as hereinafter defined), or a combination thereof.
(b) "Association" means JESUP'S LANDING TOWNHOMES OWNERS'
ASSOCIATION, INC., a Florida corporation not-for-profit. The Association is not a
condominium association and shall be subject to the provisions of Chapter 718, Florida
Statutes, only if and to the extent such provisions are applicable to residential property
owner associations that are not condominiums. The provisions of this Declaration shall
not be retroactively affected by legislation enacted or effective subsequent to the date of
execution of this Declaration, except to the extent provided by applicable law.
(c) "Board of Directors 11 means the Board of Directors of the Association.
(d) "Common Areas" means the real property dedicated to the Association on
the plat of the Property, and any real property otherwise conveyed to or acquired by the
Association, and any other interest in real property acquired by the Association and
deemed Common Area either in this Declaration or in the instrument of conveyance,
together with any improvements on such property including without limitation any
structures, offstreet parking areas, street lights, and entrance features, but excluding any
public utility installations thereon.
(e) "Common Streets" means the rights-of-way of all streets, roads, drives,
courts, ways and cul-de-sacs within the Property as described in and depicted on the Plat
and all paving, curbs and other improvements, facilities and appurtenances constituting
part of the roadway system within the Property, including, but not limited to, street lights,
traffic control signage and utility lines, conveyed to the Association as Common Area
pursuant to this Declaration; but, specifically not including any utility lines located within
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such rights-of-way as may be owned by private or public utility companies or
governmental agencies from time to time providing utility services to the Property; and
provided, further, that Common Streets shall not include any areas, improvements or
facilities from and after the time that such areas, improvements or facilities are dedicated
to the County or other appropriate governmental or quasi-governmental entity.
(f) "Developer" means Levitt and Sons of Seminole County, LLC, a Florida
limited liability company, its successors and assigns, if such successor or assignee
acquires the undeveloped portion of the Property and is designated as such by Developer.
The Developer may make partial or multiple assignments of its rights under this
Declaration, and such assignees shall succeed to the rights of the Developer only to the
extent specifically provided in the assignment document.
(g) "District" means the Water Management District agency created pursuant
to Chapter 373, Florida Statutes, which has jurisdiction over the Property.
(h) "General Assessments" means assessments levied to fund expenses
applicable to all Members ofthe Association and set forth in ARTICLE V.Section 2. of
this Declaration.
(i) "Institutional Lender" means any person or entity (1) holding a mortgage
encumbering a Lot, (2) which in the ordinary course of business makes, purchases,
guarantees or insures mortgage loans, and (3) which is not owned or controlled by the
Owner of the Lot encumbered. An Institutional Lender may include, but is not limited to,
a federal or state chartered bank or savings and loan association, an insurance company, a
real estate or mortgage investment trust, a pension or profit sharing plan, a mortgage
company; the Government National Mortgage Association, the Federal National
Mortgage Association, the Federal Home Loan Mortgage Corporation, an agency of the
United States or any other governmental authority, including the Veterans Administration
and the Federal Housing Administration of the U.S. Department of Housing and Urban
Development, or any other similar type of lender generally recognized as an institutional
type lender. For definitional purposes only, an Institutional Lender shall also mean the
holder of any mortgage executed by or in favor of Developer, whether or not such holder
would otherwise be considered an Institutional Lender.
G) "Lot" means any lot shown on the plat of JESUP'S LANDING
TOWNHOMES, recorded or to be recorded in the Public Records of Seminole County,
Florida, and any lot shown on any resubdivision of said plat or any portion thereof.
(k) "Surface Water Management System" means the overall system designed,
constructed and implemented upon the Property or benefiting the Property to control
discharges caused by rainfall events, which system is intended to collect, convey, store,
absorb, inhibit, treat, use or reuse surface water in order to prevent or reduce flooding,
overdrainage, environmental degradation, and water pollution, and to control the quality
and quantity of discharges from the system, all as permitted by the District pursuant to
Rules 40C-4, 40C-40, and 40C-42, Florida Administrative Code.
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(1) "Owner" or "Member" means the record owner, whether one or more
persons or entities, of the fee simple title to any Lot.
(m) "Property" means all property and additions thereto (which additional
property mayor may not be contiguous to the real property described in Article II
herein), as is subject to this Declaration or any Supplemental Declaration under the
provisions of Article II hereof.
(n) II Special Assessment" means assessments levied m accordance with
ARTICLE V.Section 2. of this Declaration.
ARTICLE II.
PROPERTY SUBJECT TO THIS DECLARATION
Section 1. Legal Description. The real property which is and shall be held, transferred,
sold, conveyed and occupied subject to this Declaration is located in Seminole County, Florida
and is more particularly described by Exhibit "A," attached hereto and incorporated herein by
this reference.
Section 2. Developer's Right to Add Additional Property to or Withdraw Property.
Developer shall have the right, in its sole discretion, to add additional property (which mayor
may not be contiguous to the real property described in Section I) to the scheme of this
Declaration. Developer shall also have the right to withdraw property not previously conveyed
to an Owner from the scheme of this Declaration subject to the approval of the City of Winter
Springs. The addition or withdrawal by Developer shall not require the consent or joinder of the
Association, or any Owner or mortgagee of any of the Property, but shall be at the sole option of
the Developer. Upon addition of any property to the scheme of this Declaration, the owners of
such additional property shall be and become subject to this Declaration, including assessment
by the Association for their pro rata share of the Association expenses. The addition of lands as
aforesaid shall be made and evidenced by filing in the Public Records of Seminole County,
Florida, a supplemental declaration with respect to the lands to be added.
ARTICLE III.
JESUP'S LANDING TOWNHOMES OWNERS' ASSOCIATION
Section 1. Membership. Every Owner of a Lot which is subject to Assessment shall be a
Member of the Association. Membership shall be appurtenant to and may not be separated from
ownership of any Lot which is subject to Assessment.
Section 2. Voting Rights. The Association shall have two classes of voting membership:
Class A. Class A Members shall be all Owners, with the exception of the
Developer, and shall be entitled to one vote for each Lot owned. When more than one person
holds an interest in any Lot, all such persons shall be Members. The vote for such Lot shall be
exercised as they determine, but in no event shall more than one vote be cast with respect to any
Lot.
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Class B. The Class B Member(s) shall be the Developer. The Class B Member
shall be entitled to the same number of votes held by all other Members of the Association plus
one; provided, however, that notwithstanding any provision to the contrary, the Developer shall
have the right to appoint the entire Board of Directors of the Association until 90 days after 90%
of the Lots have been conveyed to Owners other than the Developer, or at an earlier date at the
sole discretion of the Developer. At such time, the Developer shall call a meeting, as provided in
the Bylaws for Special Meetings, to provide for the turnover of control of the Board of Directors
. to the Owners. The Developer shall have the right, in its sole discretion, to appoint one member
to the Board of Directors for so long as the Developer owns any portion of the Property.
Section 3. Common Area Ownership. Developer may retain legal title to the Common
Areas so long as it has not turned over control of the Board of Directors to the Owners as
specified in Section 2. Within thirty days after such turnover of control, the Developer shall
convey and transfer by quit claim deed the record fee simple title to the Common Areas to the
Association and the Association shall accept such conveyance, subject to taxes for the year of
conveyance and to restrictions, limitations, conditions, reservations and easements of record.
The Association shall pay taxes on the Common Areas commencing upon the date of recordation
of the plat. To the extent the Association has claims of defects within the Common Areas that
the Developer has a legal obligation to repair or replace, the Association shall specify any claims
in writing and deliver such claims to the Developer with in 90 days after the date of the turnover
of control of the Association. Any claims which are not brought to the attention of the
Developer, in writing, within such 90 day period shall thereafter be barred and the Developer
shall have no further liability with respect to such defects.
Section 4. Powers. Without limiting the generality of the powers provided in the Articles
of Incorporation, the Association shall have the power, but not the obligation, to enter into an
agreement or agreements from time to time with one or more person, firms or corporations to
provide management or consulting services, including the right to collect assessments and
enforce the provisions of this Declaration.
Section 5. Rules and Regulations. The Association has adopted Rules and Regulations
(as defined in the Declaration), which may be amended from time to time. The Association,
through its Board of Directors, also may make and enforce reasonable rules and regulations
governing the use of the Property, which rules and regulations shall be consistent with the rights
and duties established by this Declaration. Sanctions for violation of any rules or regulations
may include reasonable monetary fines, which shall be levied as Special Assessments as
provided in this Declaration, and suspension of the right to vote and the right to use the
recreation facilities. The Board shall, in addition, have the power to seek relief in any court for
violations or to abate nuisances. Imposition of sanctions shall be as provided in the Bylaws of
the Association. In addition, the Association, through the Board, may, by contract or other
agreement, enforce court ordinances or permit the City of Winter Springs to enforce ordinances
on the Property for the benefit of the Association and its Members.
Section 6. Merger or Consolidation. Upon a merger or consolidation of the Association
with another association, or upon any decision by the Association that its functions may be
performed effectively and efficiently by another association, the Property, rights and obligations
ofthe Association may be transferred to the surviving or consolidated association. Alternatively,
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4
the property rights and obligations of another association may, by operation of law, be added to
the Property, rights and obligations of the Association as a surviving corporation pursuant to a
merger. In any event, the surviving or consolidated association may administer the covenants
and restrictions established by this Declaration within the Property together with the covenants
and restrictions established upon any other property as one scheme. No such merger or
consolidation, however, shall effect any revocation, change or addition to the covenants
established by this Declaration.
Section 7. Termination of the Association. In the event of dissolution of the Association,
for whatever reason other than merger or consolidation as provided for herein, any Owner may
petition the Circuit Court of the Fifth Judicial Circuit of the State of Florida for the appointment
of a Receiver to manage the affairs of the Association and to make such provisions as may be
necessary for the continued management of the affairs of the dissolved Association, the Property
and Common Areas.
ARTICLE IV.
MAINTENANCE OBLIGA nONS
Section 1. Common Area Maintenance. Commencing with the date this Declaration is
recorded, except as stated hereinafter, the Association shall be responsible for the maintenance of
the Common Areas and any improvements or personal property in a continuous and satisfactory
manner and for the payment of taxes assessed against the Common Areas, if any, and any
improvements and any personal property thereon accruing from and after the date these
.covenants are recorded. For purposes of illustration, Common Areas may include, but are not
limited to: entrance features; gate houses (if any); tracts designated for open space, wall tracts,
and/or tot lots and other recreational tracts on the Plat; buffer areas around the perimeter of the
Property; all streets and roadways within the Property and the Common Area sprinkler system;
and areas required to be maintained by the Association under the terms of the Declaration. The
Association shall at all times maintain in good repair, and shall replace as scheduled any and all
Common Areas and improvements belonging to the Association. The Association shall maintain
all alleys. All such work shall be completed in a manner which, in the sole and exclusive
judgment of the Board of Directors of the Association, or the Association as the case may be, is
deemed satisfactory.
Section 2. Street Lighting. The Association shall operate and maintain any private street
lighting facilities owned by the Association, if any, from the date of recording this Declaration or
from the date of installation of the private street lighting, whichever occurs first. Maintenance of
the private street lighting fixtures shall include the fixtures within the Common Areas and shall
further extend to payment for electricity consumed in the illumination of such lights. The cost of
. operating, maintaining, and illuminating the private street lighting shall be an operating expense
of the Association. If Developer, in its sole discretion, elects to install such private street
lighting, Developer shall be entitled to all rebates or refunds of the installation charges and the
Association hereby assigns such rebates or refunds to Developer and the Association shall
forthwith pay same to the Developer. The City of Winter Springs shall operate and maintain any
public street lighting and street signage within the Property, but the Association shall pay to the
City any amounts for such operation and maintenance that exceed the standard City cost for
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5
operation and maintenance of public street lighting and signage. To that end, Developer and
. Association agree to execute any standard form agreement provided by the City of Winter
Springs which requires such payment to be made. Such excess cost shall be an operating
expense of the Association.
Section 3. Lot Maintenance. The maintenance of the Lot, including cutting the grass,
irrigation system, maintenance of the landscaping material, and maintaining all landscaping
originally installed by the Developer or replacement(s) thereof, shall be the complete
maintenance responsibility of the Association. The Association's responsibility for Lot
. maintenance includes maintenance of portions of common alleyways that fall within the
boundaries of a Lot. The maintenance of the exterior of the residence on the Lot shall be the
complete maintenance responsibility of the Association. The maintenance of all landscaping
installed on a Lot by the Owner(s) thereof which is in addition to and not a replacement of the
landscaping originally installed by the Developer shall be the complete maintenance
responsibility of such Owner(s). If a mailbox is installed by the Developer, in its sole discretion,
the Owner shall be responsible for the maintenance, repair and replacement of the mail -box
installed by the Developer.
Section 4. Irrigation System. If the Property includes a common irrigation system and
any main irrigation lines shall be the maintenance obligation of the Association. In addition, all
irrigation lines and all sprinkler heads located on the Lots shall be the maintenance responsibility
of the Association. The Association shall have an easement over the Property, including any
Lot, to provide maintenance of such system. Notwithstanding the foregoing, the maintenance
and/or repair of any damage to irrigation lines or sprinkler heads located on an Owner's Lot
caused by the Owner's negligence or intentional act(s) shall be the responsibility of such Owner.
Section 5. Stormwater Drainage Facility. The maintenance, repair, or replacement of any
storm water drainage facility located on the Property shall be the complete responsibility of the
Association, in accordance with the requirements of the St. Johns River Water Management
District ("SJRWMD"). Any drainage facility shall be subject to any permit which may be issued
by the SJR WMD for the Property and as same may be amended from time to time. Copies of the
SJRWMD permit shall be maintained by the Association's registered Agent for the Association's
benefit. The SJRWMD has the right to enforcement action, including a civil action for the
injunction and penalties against the Association to compel it to correct any outstanding problems
with the drainage facilities or in mitigation or conservation areas under the responsibility or
control of the Association.
Section 6. Draina~e Retention Areas (DRA's). The SJRWMD is the local permitting
authority for surface water permits. The onsite DRA's are designed as water management areas,
and are not designed as aesthetic features, they are for drainage purposes only. The water level
within the lakes is dependent upon rainfall and the level of the water in the ground. The water
level within the DRA's can be affected by and may decline significantly at certain times as a
result of the level of other drainage areas, the demand for potable water and irrigation water,
rainfall conditions. Because none of these factors are within the control of the Association, the
Association shall not be responsible for direct or consequential damage resulting from the
lowering of the water level in the DRA's. The Association shall not be responsible for the
maintenance of water in the DRA's to any specified level.
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Section 7. Surface Water Management System. It is the responsibility of the Association,
. at Common Expense, to operate, maintain and repair portions of the Surface Water Management
System located within the boundaries of the Property, and to enforce, or to take such appropriate
action as may be necessary to cure violations of, the routine maintenance and non-interference
covenants of the Owners and, when appropriate, to levy special assessments or individual
assessments therefor. Maintenance of the Surface Water Management System shall include the
exercise of practices which allow the system to provide drainage, water storage, conveyance and
other surface water management capabilities as permitted by the District and the City of Winter
,Springs. Any repair or reconstruction of the Surface Water Management System shall be as
originally permitted or, if modified, as approved by the District and the City of Winter Springs.
Section 8. Drainage Improvements within Easements. The Association shall maintain,
repair and replace all drainage improvements within the Property, including without limitation
within all platted drainage easements, all in accordance with the Surface Water Management
System permit issued by the District. All maintenance, repairs and replacements of drainage
improvements within the Property, including without limitation within all platted drainage
,easements, shall-also be in accordance with requirements of the City of Winter Springs.
ARTICLE V.
ASSOCIATION ASSESSMENTS
Section 1. Creation of the Lien and Personal Obligation for the Assessments. The
Developer, for each Lot owned by it within the Property, hereby covenants, and each Owner of
any Lot, by acceptance of a deed therefor, whether or not it shall be so expressed in any such
deed or other conveyance, shall be deemed to covenant and agree to pay to the Association
General Assessments for expenses outlined in Section 2 hereof, and Special Assessments as
provided in Section 4 hereof. Such Assessments are to be fixed, established and collected from
time to time as hereinafter provided. Assessments shall be against all Lots equally; provided,
however, that the cost of any maintenance, repair or replacement caused by the negligent conduct
of a Member or by the failure of a Member to comply with the lawfully adopted rules and
regulations of the Association shall be levied as a Special Assessment against such Member.
The full Assessment as to each Lot upon which an improvement is constructed shall commence
'on the first day of the full calendar month after a certificate of occupancy for the improvement is
issued, or upon the conveyance of the Lot by the Developer or upon the first occupancy of the
improvement, whichever occurs first. No Owner may waive or otherwise escape liability for the
Assessments for maintenance by non-use of the Common Areas or abandonment of his right to
use the Common Areas. The General and Special Assessments, together with interest thereon
and costs collection thereof as hereinafter provided, shall be a charge on the Lot and shall be a
continuing lien upon the Lot against which the Assessment is made, and shall also be the
personal obligation of the Owner of such Lot. The lien rights provided herein shall not apply to
any portion of the Property owned by the Developer.
Section 2. General Assessments. The General Assessments levied by the Association
shall be used exclusively for the expenses of the Association. General expenses are any and all
charges for the administration of the Association, cable television expenses if any, maintenance,
repair, replacement and operation of the Common Areas and the operation, maintenance and
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repair of the lift station and the Surface Water Management System as described in Article IV,
Section 6 and 7 hereof, including, but not limited to: management, accounting and legal fees,
postage, utility service to Common Areas, Association insurance, reserves deemed necessary by
the Board of Directors for repair, replacement or addition to the Common Area, and payment of
all debts and obligations of the Association which are properly incurred for the purposes stated in
this Declaration.
Section 3. Date of Commencement of General Assessments: Due Dates. The General
Assessments shall commence on the first day of the month next following the recordation of this
Declaration. Thereafter, the Board of Directors shall fix the date of commencement and amount
of the Assessment against each Lot at least thirty (30) days in advance of the commencement
period. The General Assessments shall be payable in advance in quarterly installments, or as
otherwise determined by the Board of Directors of the Association.
Section 4. Initial Budget. The Developer shall establish the initial budget, which shall be
based on a fully developed community. By a majority vote of the Board of Directors, the Board
shall adopt an annual budget for the subsequent fiscal year which shall provide for allocation of
expenses in such a manner that the obligations imposed by this Declaration will be met. In the
event the community is not fully developed at the time the budget is adopted by the Board, the
Board may nevertheless base the budget on a fully developed community. In instances where the
Developer or the Board bases the budget on a fully developed community when in fact the
community is not so developed, then the budget (and therefore the Assessments) shall be reduced
by the amount allocated for incomplete amenities or facilities. The Assessment shall be for the
calendar year, but the amount of the General Assessment to be levied during any period shorter
than a full calendar year shall be in proportion to the number of months remaining in such
calendar year. The amount of the General Assessment may be changed at any time by the Board
from that originally adopted or that which is adopted in the future.
Section 5. Special Assessments. A Special Assessment may be levied against one or
more Lots for the following purposes:
(a) charges for expenses of the Association which are not general expenses
but which are attributable to a specific Lot or Lots and which are designated as a special
charge.
(b) reimbursement for damages caused by an Owner, Owners, their family
members, guests, invitees or tenants.
(c) capital improvements relating to the Common Area.
(d) late charges, user fees, fines and penalties.
( e) any other charge which is not a general expense.
(f) any general expense, which exceeds the amount budgeted, or any
emergency expense which exceeds the amount of any reserves or other Association
funds.
(TL074862;8 }
8
A Special Assessment required to maintain the Association Property in good condition or
to protect the liability of the Association Members may be levied against all Lots by a majority
vote of the Board of Directors. Additionally, Special Assessments against individual Lot
Owners for expenses incurred in direct relation to the maintenance or liability associated with
that Lot may be levied by a majority vote of the Board of Directors. Other Special Assessments
shall require approval by a majority vote of those members present and voting at a meeting of the
membership called in accordance with the Bylaws of the Association. The Board of Directors
shall fix the amount and due date of any Special Assessment by resolution, which resolution
shall also set forth the Lot or Lots subject to such Assessment.
Section 6. Trust Funds. The portion of all General Assessments collected by the
Association as reserves for future expenses, and the entire amount of all Special Assessments
collected for capital improvements shall be the property of the Association as a whole and shall
be used exclusively for the purposes designated at the time of Assessments. Each owner
acknowledges and consents that such funds are the exclusive property of the Association as a
whole and no Owner shall have any interest, claim or right to any such funds.
Section 7. Guaranteed Assessments during Guarantee Period. Developer covenants and
agrees with the Association and the Owners that, for the period commencing with the date of
recordation of this Declaration and ending upon the sooner to occur of the following: (i) the date
of turnover of the Association as described in Art!cle III hereof ("Turnover Date"); or (ii) June
30, 2007, as such may be extended in Developer's sole discretion, as described herein
("Guarantee Period"), Developer shall be excused from payment of its share of the operating
expenses and Assessments related to its Lots (other than Special Assessments) and, in turn, that
. the individual Lot Assessment charged to Owners other than Developer will not exceed the
dollar amount set forth in the initial Budget of the Association ("Guaranteed Assessment") and
that Developer will pay the difference ("Deficit"), if any, between (a) the operating Expenses
(other than those operating Expenses which are properly the subject of a Special Assessment)
incurred by the Association during the Guarantee Period, and (b) the amounts assessed as
Guaranteed Assessments against Owners during the Guarantee Period, the "Working Capital
Fund" set forth in ARTICLE V, Section 8. hereof and any other income of the Association
during the Guarantee Period. Thus, during the Guarantee Period Owners shall not be obligated
.to pay Assessments other than the Guaranteed Assessment and Special Assessments and the
Owners' respective Working Capital Fund Contribution. The Deficit, if any, to be paid by
Developer pursuant to this Section 7 shall be determined by looking at the Guarantee Period as a
whole, without regard to quarterly, annual or any other accounting or fiscal periods and without
regard to intra period allocations. In that regard, in the event it is determined at the end of the
Guarantee Period that there is a Deficit and Developer has previously advanced funds to the
Association in excess of the Deficit during the Guarantee Period, Developer shall be entitled to
the immediate repayment from the Association of the amount of funds advanced by Developer in
. excess of the Deficit. Developer hereby reserves the right to extend the Guarantee Period from
time to time to a date ending no later than the Turnover Date at Developer's sole election by
providing written notice to the Association of such election at least thirty (30) days prior to the
expiration of the Guarantee Period (as same may have been previously extended). Developer
also reserves the right to increase the amount of the Guaranteed Assessment during any such
extended Guarantee Period. Special Assessments are not included in this guarantee.
{TL074862;8}
9
Section 8. Working Capital Fund. Developer shall establish a Working Capital Fund for
the initial months of operation of the Association, which shall be collected by the Developer
from each Lot purchaser at the time of conveyance of each Lot to such purchaser in an amount
equal to two (2) months of the annual assessment for each Lot without consideration for
reductions due to incomplete facilities. Each Lot's share of the Working Capital Fund shall be
collected and transferred to the Association at the time of closing of the sale of each Lot.
Amounts paid into the fund are not to be considered as advance payment of regular Assessments.
Notwithstanding the foregoing, the Developer, for so long as it controls the Board of Directors,
. shall have the right to use the Working Capital Fund to pay for ordinary expenses of the
Association.
Section 9. Assessment Roster and Certificate. A roster of the Owners, Lot numbers and
Assessments applicable thereto shall be kept in the office of the Association and shall be open to
inspection by any Owner. If the Owner does not reside on the Lot, Owner is required to provide
its current mailing address to the Association, together with the names of those residing on the
Lot.
The Association shall, within five (5) days of receipt of a written request, furnish to any
Owner liable for an Assessment a certificate in writing signed by an officer or agent of the
Association, setting forth whether such Assessment has been paid as to the Lot owned by the
Owner making request therefor. Such certificate shall be conclusive evidence of payment of any
Assessment to the Association therein stated to have been paid.
Section 10. Collection of Assessment. Effect of Non Payment of Assessments; The
Personal Obligation of the Owner; The Lien. Remedies of the Association. If any Assessment is
not paid within ten (10) days after the due date, the Association shall have the right to charge the
defaulting Owner a late fee of ten percent (10%) of the amount of the Assessment, or Ten and
No/ 100 Dollars ($10.00), whichever is greater or as otherwise adopted by the Board of Directors
from time to time, plus interest at the then highest rate of interest allowable by law from the due
date until paid. If there is no due date applicable to any particular Assessment, then the
Assessment shall be due ten (10) days after written demand by the Association. If any Owner is
in default in the payment of any Assessment owed to the Association for more than thirty (30)
days after written demand by the Association, the Association upon written notice to the
defaulting Owner shall have the right to accelerate and require such defaulting Owner to pay
Assessments to the Association for the next twelve (12) month period, based upon the then
existing amount and frequency of Assessments. In the event of such acceleration, the defaulting
Owner shall continue to be liable for any increases in the General Assessments, for all Special
Assessments, and/or for all other Assessments payable to the Association. If the Assessments
and any late fees and interest are not paid on the date when due, then such Assessments and any
late fees and interest shall become delinquent and shall, together with such interest thereon and
.the cost of collection thereof as hereinafter provided, thereupon become a continuing lien on the
property which shall bind such property in the hands of the Owner, his heirs, devisees, personal
representatives, successors and assigns. Any individual who acquires title to a Lot upon the
death of an Owner or by operation of law shall be personally liable for unpaid Assessments and
late fees with respect to such Lot. In any voluntary conveyance, the Grantee shall be jointly and
severally liable with the Grantor for all unpaid Assessments made prior to the time of such
{TL074862;8 }
10
voluntary conveyance, without prejudice to the rights of the Grantee to recover from the Grantor
.the amounts paid by the Grantee therefor.
The Association may bring an action at law against the Owner personally obligated to
pay the same or may record a claim of lien against the property on which the Assessment and
late fees are unpaid, or may foreclose the lien against the property on which the Assessment and
late fee are unpaid, in like manner as a foreclosure of a mortgage on real property, or pursue one
or more of such remedies at the same time or successively, and there shall be added to the
amount of such Assessment and late fee, attorney's fees and costs of preparing and filing the
claim of lien and the complaint in such action, and in the event a judgment is obtained, such
judgment shall include interest on the Assessment and late fee as above provided and a
reasonable attorney's fee to be fixed by the cOUl1 together with the costs of the action, and the
Association shall be entitled to attorney's fees in connection with any appeal of any such action.
It shall be the legal duty and responsibility of the Association to enforce payment of the
Assessments and late fees hereunder.
The provisions set forth in this section shall not apply to the Developer for so long as the
Developer owns any portion of the Property.
Section 11. Subordination of the Lien to First Mortgages. The lien of Assessments,
including interest, late charges (subject to the limitations of Florida laws), and costs (including
attorney's fees) provided for herein, shall be subordinate to the lien of any first mortgage of an
Institutional Lender upon any Lot and subordinate to any tax, lien, or assessment imposed by the
City of Winter Springs (inclusive of all costs incurred by the City to collect said tax, lien, or
assessment including attorneys' fee) whether recorded before or after this Declaration. In
addition, the lien of assessments, including interest, late charges (subject to the limitation of
Florida laws), and costs (including attorneys' fees) provided for herein, shall be subordinate to a
mortgage held by Developer upon the Property, or any portion thereof, or any interest therein.
The sale or transfer of any Lot or parcel of land shall not affect the Assessment lien. However,
the sale or transfer of any Lot or parcel pursuant to judicial or non judicial foreclosure of a first
mortgage shall extinguish the lien of such Assessments as to payments which became due prior
to such sale or transfer. No sale or transfer shall relieve such Lot or parcel from lien rights for
. any Assessments thereafter becoming due. Where the Institutional Lender of a first mortgage of
record or other purchaser of such a Lot obtains title, its successors and assigns shall not be liable
for the Assessments chargeable to such Lot which became due prior to the acquisition of title to
such Lot by such acquirer. Such unpaid Assessments shall be deemed to be an Assessment
divided equally among, payable by and assessed against all Lots, including the Lot as to which
the foreclosure (or conveyance in lieu of foreclosure) took place. Likewise, where a mortgage is
held by the Developer upon the Property, or a portion thereof, and the Developer or other
purchaser obtains title, its successors and assigns shall not be liable for the Assessments by the
Association chargeable to the Property, or a portion thereof, which become due prior to the
acquisition of title to the Property, or portion thereof, by such acquirer. Such unpaid
Assessments shall be deemed to be an Assessment divided equally among, payable by and
assessed against all Lots, including the Lot as to which the foreclosure (or conveyance in lieu of
foreclosure) took place.
(TL074862;8 )
11
ARTICLE VI.
ARCHITECTURAL CONTROL
Section 1. Architectural Control. The Declaration sets forth prOVISIOns relating to
architectural control, standards, required approvals, and other matters that are binding upon all
Owners. Each Owner shall comply with all provisions of the Declaration, including those
relating to architectural control. For purposes of this Declaration, the term "ACB" shall mean the
architectural control board as created and existing under the Declaration.
ARTICLE VII.
EASEMENTS
Section 1. Members' Easements. Each Member of the Association and each tenant, agent
and invitee of such Member shall have a permanent and perpetual easement for ingress and
egress for pedestrian and vehicular traffic over and across the walkways, driveways and roads
from time to time laid out on the Common Areas, for use in common with all such Members,
their tenants, agents and invitees. The portion of the Common Areas not used, from time to time,
for walkways and/or driveways or lakes shall be for the common use and enjoyment of the
Members of the Association and each Member shall have a permanent and perpetual easement
for pedestrian traffic across all such portions of such tracts and for the use of same in such
manner as may be regulated by the Association. The foregoing easements are subject to the
following:
(a) The right and duty of the Association to levy assessments against each Lot
for the purpose of maintaining the Common Areas in compliance with the provisions of
this Declaration and with any restrictions on the plat of the Property.
(b) The right of the Association to suspend the voting rights for any period
during which any assessment against his Lot remains unpaid; and for a period not to
exceed sixty (60) days for any infraction of its lawfully adopted and published rules and
regulations.
(c) The right of the Association to adopt and enforce rules and regulations
governing the use of the Common Areas.
The right of an Owner to the use and enjoyment of the Common Areas shall extend to the
residents and their guests, subject to regulations fi'om time to time adopted by the Association in
its lawfully adopted and published rules and regulations.
Section 2. Easements Appurtenant. The easements provided III Section 1 shall be
appurtenant to and shall pass with the title to each Lot.
Section 3. Utility Easements. Public utilities may be installed underground in the
Common Areas when necessary for the service of the Property or additional lands for which
Developer holds an option to purchase, but all use of utility easements shall be in accordance
with the applicable provisions of this Declaration.
{TL074862;8}
12
Section 4. Public Easements. Firefighters, police, health, sanitation and other public
service persOlUlel and vehicles shall have a permanent and perpetual easement for ingress and
egress over and across the Common Areas.
Section 5. Easements for Encroachment. There shall be reciprocal appurtenant
easements of encroachment as between each Lot and the Common Area adjacent thereto or as
between adjacent Lots due to the unintentional placement or settling or shifting of the
improvements constructed by the Developer (in accordance with the terms of this Declaration) to
a distance of not more than one (1) foot, as measured from any point on the common boundary
between each Lot and the adjacent portion of the Common Area or as between said adjacent
Lots, as the case may be, along a line perpendicular to such boundary at such point.
Section 6. Right to Grant or Relocate Easement. The Developer (during any period in
which the Developer has any ownership interest in the Property) and the Association shall each
have the right to grant such additional drainage, water and sewer, electric, telephone, gas,
sprinkler, irrigation, cable television or other easements, and to relocate any existing easement in
any portion of the Property, including the lots, and to access easements and to relocate any
existing access easements in any portion of the Property as the Developer or the Association
shall deem necessary or desirable, for the proper operation and maintenance of the Property, or
any portion thereof, or for the general health or welfare of the Owners or for the purpose of
carrying out any provisions of this Declaration; provided that such easements or the relocation of
existing easements will not prevent or unreasonably interfere with the use of the Lots for
dwelling purposes. There shall be reciprocal appurtenant easements of encroachment as between
each Lot and the Common Area adjacent thereto or as between adjacent Lots due to the
unintentional placement or settling or shifting of the improvements installed by utility companies
or governmental entities or the Developer, to a distance of not more than three (3) feet, as
measured from any point on the common boundary between each Lot and the adjacent portion of
the Common Area or as between said adjacent Lots, as the case may be, along a line
perpendicular to such boundary at such point
Section 7. Association Easement. For the purpose solely of performing its obligations
under the provisions of this Declaration, the Association, through its duly authorized agents,
employees or independent contractors, shall have the rights, after reasonable notice to the Owner,
to enter upon any Lot at reasonable hours of any day. In the event of an emergency, such right of
entry shall exist without notice on any day. Each Owner hereby grants to the Association, its
duly authorized agents, employees or independl~nt contractors such easements for ingress and
egress, across the Lots as may be reasonably necessary to effect and perform the exterior
maintenance aforementioned.
Section 8. Easement for Access and Drainage. The Association shall have a perpetual
non-exclusive easement for access to operate, maintain or repair the system. By this easement,
. the Association shall have the right to enter upon any portion of any lot which is a part of the
surface water or Stormwater Management System, at a reasonable time and in a reasonable
manner, to operate, maintain or repair the surface water or Stormwater Management System as
required by the District permit. Additionally, the Association shall have a perpetual
non-exclusive easement for drainage over the entire surface water or Stormwater Management
System. No person shall alter the drainage flow of the surface water or Stormwater Management
{TL074862;8}
13
System, including buffer areas or swales, without the prior written approval of the District. In
. addition, the Association shall also have the right to enter upon any portion of any Lot which is a
part of the surface water or Stormwater Management System, at a reasonable time and in a
reasonable manner, to operate, maintain or repair the surface water or Stormwater Management
System as required by the City of Winter Springs. No person shall alter the drainage flow of the
surface water or Stormwater Management System, including buffer areas or swales, without the
prior written approval of the City of Winter Springs.
Section 9. Alley Cross Easement. The Developer reserves, excepts, imposes, grants and
. creates a non-exclusive, perpetual easement in favor of property owners in any subdivision to be
developed adjoining the Eastern boundary of the Property, their grantees, heirs and successors in
interest, for access, ingress and egress for pedestrian and vehicular traffic over, through and
across the alley on the Eastern boundary of the Property.
ARTICLE VIII.
GENERAL RESTRICTIVE COVENANTS
Section 1. Applicability. The provisions of this Article shall be applicable to all Lots
situated within the Property.
Section 2. Land Use. No Lot shall be used except for residential purposes. Temporary
uses for model homes, parking lots, construction trailer, construction storage areas and/or sales
offices shall be permitted for the Developer.
Section 3. Building Location. Buildings shall be located in conformance with the
. requirements of the City of Winter Springs and any specific zoning approvals thereunder, or as
originally constructed on a Lot by Developer or its successor or assignee. Whenever a variance
or special exception as to building location or other item has been granted by the authority
designated to do so by the municipality, said variance or special exception is hereby adopted as
an amendment to this Section and any future variance or special exception as to building location
or other item shall constitute an amendment of this Section.
Section 4. Landscaping of Easements. In addition to the easements reserved herein,
. easements for drainage, installation and maintenance of utilities and for ingress and egress are
shown on the recorded plate s) of the Property. Within these easements no structure, planting or
other material may be placed or permitted to remain that will interfere with vehicular traffic or
prevent maintenance of utilities. Public utility companies servicing the Property and the
Association, and their successors and assigns, shall have a perpetual easement for the installation
and maintenance of water lines, sprinkler lines, sanitary sewers, storm drains, gas lines, electric
and telephone lines, cables and conduits, including television cables and conduits and such other
installations as may be required or necessary to provide maintenance and utility services to the
Lots and/or the Common Areas under and through the utility easements as shown on the plates).
Any damage caused to pavement, driveways, drainage structures, sidewalks, other structures, or
landscaping in the installation and maintenance of such utilities shall be promptly restored and
repaired by the utility whose installation or maintenance caused the damage. All utilities within
the subdivisions, whether in streets, rights-of-way or utility easements, shall be installed and
. {TL074862;8}
14
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maintained underground, provided, however, that water and sewer treatment facilities and
. control panels for utilities may be installed and maintained above ground.
Section 5. Nuisances. No noxious or illegal activity shall be carried on upon any Lot, nor
shall anything be done thereon which may be or may become an annoyance or nuisance to the
neighborhood or any other Lot Owner. In the: event of any question as to what may be or
become a nuisance, such question shall be submitted in writing to the Board for a decision in
writing, which decision shall be final. In addition, no weeds, underbrush or other unsightly
growths shall be permitted to grow or remain upon any Lot. No refuse pile or unsightly objects
. shall be allowed to be placed or suffered to remain on any Lot; and in the event that an Owner
shall fail or refuse to keep his Lot free of weeds, underbrush or refuse piles or other unsightly
growths or objects, then the Association may enter upon said premises and remove the same at
the expense of the Owner, and-such entry shall not be deemed a trespass. All garbage or trash
containers must be placed in areas so that they shall not be visible from adjoining Lots or from
the street. Provided, however, any portion of the Property not yet developed by Developer, shall
be maintained in a clean condition but shall not be expected to be maintained in a manicured
condition.
Section 6. Temporary Structures. No stmcture of a temporary character, or trailer, tent,
mobile home or recreational vehicle shall be permitted on any Lot either temporarily or
permanently, except that the Developer may park a trailer on the Property during periods of
construction.
Section 7. Signs. One sign of not more than one square foot may be used to indicate the
name of the resident and/or house number. No sign of any kind shall be displayed to the public
view on the Property, without the prior consent of the ACB; provided that the Developer, so long
as it has not sold all of its Lots in the Property, shall retain the right to disapprove any signs
displayed to the public view. Notwithstanding the foregoing, this Section shall not apply to the
Developer for as long as it holds title to any portion of the Property.
Section 8. Oil and Mining Operations. No oil drilling, oil development operations, oil
refining, quarrying or mining operations of any kind shall be permitted upon or in the Property
nor shall oil wells, tanks, tunnels, mineral excavations or shafts be permitted upon or in the
Property. No derrick or other structure designed for use in boring for oil or natural gas shall be
erected, maintained or permitted upon any portion ofthe land subject to these restrictions.
Section 9. Animals and Pets. No reptiles, animals, livestock, or poultry of any kind may
be raised, bred, kept or permitted on any Lot, with the exception of dogs, cats, or other usual and
common household pets not to exceed two (2) in number, regardless of the type. The keeping of
a dog or other domestic pet is not a right of an Owner, but is a conditional license. This
conditional license is subject to termination at any time by the Board of Directors upon a finding
that a dog or other pet is vicious, is annoying to other residents, or has in any way become a
nuisance. The owner of a pet assumes liability for all damage to persons or property caused by
the pet or resulting from its presence at the Property.
This license is subject to the following conditions:
{TL074862;8}
15
(a) Pets shall be kept on a leash at all times when outside a building and not
enclosed within a fenced-in area.
(b) Pets are permitted to have excrements upon the Common Areas provided
that the owner shall immediately remove such excrement from the Common Areas with a
"Pooper Scooper" or other appropriate tool and deposit said waste in an approved trash
receptacle.
(c) The owner of a pet shall be responsible, and by virtue of ownership,
assumes responsibility for any damage to persons or property caused by his pet(s).
(d) Any pet whose owner violates the provisions and intent of these rules shall
be deemed a nuisance and subject to removal in accordance with the provisions of this
Declaration.
Section 10. Visibility at Intersections. No obstruction to visibility at street intersections
shall be permitted.
Section 11. Parking. No commercial vehicles, campers, mobile homes, motorhomes,
boats, house trailers, boat trailers, or trailers of every other description shall be permitted to be
parked or to be stored at any place on any Lot, except only during the periods of approved
construction on said Lot, and except that they may be stored within garages. All automobiles,
SUV s, trucks, and all other vehicles shall be parked in garages and along streets that are
designated for parking. Parking in alleys is strictly prohibited. Small pick-up trucks or vans of
the type commonly used as private passenger vehicles may be parked or stored in approved
parking areas, so long as no commercial equipment or lettering or graphics is exposed to view.
The term "commercial vehicle" shall include all automobiles, trucks and vehicular equipment,
including station wagons, which bear signs or shall have printed on same some reference to any
commercial undertaking or enterprise. This prohibition of parking shall not apply to temporary
parking of trucks and commercial vehicles, such as for pick-up, delivery, and other commercial
services.
No vehicle which is unlicensed or inoperable may be kept or stored on the Property,
unless kept fully enclosed inside a garage. No n::pair work to any type of motor vehicle, boat or
"trailer shall be conducted on any Lot other than minor repairs, cleaning or waxing which is
completed in less than 24 hours.
Section 12. Fences. No fence, wall or other structure shall be erected in the front yard,
back yard, or side yard except as approved by the ACB or as installed by the Developer.
Section 13. Hedges. No hedge shall be erected in the front yard except as approved by
the ACB or as installed by the Developer.
Section 14. Garbage and Trash Disposal. No garbage, refuse, trash or rubbish shall be
kept or permitted upon any Lot or Common Area except in sanitary containers concealed from
view from the street or another Lot, provided however, that the requirements adopted from time
to time by the City of Winter Springs for disposal or collection shall be complied with at all
times. All equipment for the storage or disposal of such material shall be kept in a clean and
" {TL074862;8}
16
sanitary condition. All garbage placed out for collection must be in sealed garbage bags, covered
plastic garbage cans, or such other containers supplied or approved by the garbage collecting
. authority. Trash, recyclables, and/or vegetation shall not be placed curbside earlier than 6:00 P.
M. the evening before collection. Emptied receptacles or uncollected refuse shall be promptly
removed from curbside by Owner.
Section 15. Drying Areas. Drying areas will not be permitted on any lot or anywhere on
site.
Section 16. Gas Containers. No gas tank, gas container, or gas cylinder (except those
.placed by the Developer or approved by the ACB in connection with the installation of
swimming pools and/or permanent barbecues, and except those used for portable barbecues)
shall be permitted to be placed on or about the outside of any house or any ancillary building,
and all such items (except those placed by the Developer in connection with the installation of
swimming pools and/or permanent barbecues, and except those used for portable barbecues)
shall be installed underground in every instance where gas is used. In the alternative, gas
containers may be placed above ground if enclosed on all sides by a decorative safety wall
approved by the ACB.
Section 17. Communication Equipment. Except as may be installed by the Developer or
as may be permitted by the ACB, no antennas, aerials, or lines, wires or other devices for
communication or transmission of current shall be placed on any portion of the Property. In no
event, however, shall lines or wires for communication or the transmission of current be
constructed placed, or permitted to be placed within the Common Areas unless the same shall be
installed by the Association for the common use of all Members, and shall be protected cables,
and any of said lines or wires which are not located in buildings shall be constructed or placed
.and maintained underground. Any line or wire installations permitted by the ACB pursuant to
this Section shall be protected cable and shall only be installed underground.
Section 18. City Requirement. Any plat or replat of the Property subject to this
Declaration must conform with the applicable site plan as approved by the City of Winter
Springs.
Section 19. Drainage. Unless first approved by the ACB and the District, no Owner
. other than the Developer may obstruct, alter or in any way modify the method and/or structures
of drainage utilized or installed by Developer or the Association from, on or across any Lot,
Common Area or easement area; nor shall any structure or material be erected, placed or
maintained which shall in any way obstruct such drainage devices or facilities or impede their
efficient operation. No elevation changes shall be permitted on any Lot which materially
adversely affect the drainage of or to neighboring Lots or the Common Area. Any such
obstruction, alteration or modification of the method and/or structures of drainage utilized or
installed by the Developer or the Association shall also be approved by the City of Winter
. Springs.
Section 20. Draining. The Owner of any Lot which includes or is adjacent to any pond,
creek, bay head, or other body of water shall not reduce the depth or size of said body of water
by draining therefrom.
{TL074862;8}
17
Section 21. Leasing. No lease shall be entered into for less than a twelve (12) month
period, and all leases must be in writing. Owners are required to provide to the Association the
. Owner's current mailing address, together with the names of those residing on the Lot. Each
Owner shall be responsible for the acts and omissions, whether negligent or willful, of any
person residing on his Lot, and for all guests, and invitees of the Owner or any such resident, and
in the event the acts or omissions of any of the foregoing shall result in any damage to the
Common Areas, or any liability to the Association, the Owner shall be assessed for same as in
the case of any other Assessment, limited where applicable to the extent that the expense or
liability is not met by the proceeds of insurance carried by the Association. Furthermore, any
violation of any of the provisions of this Declaration, of the Articles, or the Bylaws, by any
. resident of any Lot, or any guest or invitee of an Owner or any resident of a Lot, shall also be
deemed a violation by the Owner, and shall subject the Owner to the same liability as if such
violation was that of the Owner.
With respect to any tenant or any person present on any Lot or any portion of the
Property, other than an Owner and the members of his immediate family permanently residing
with him in the Lot, if such person shall materially violate any provision of this Declaration, the
Articles, or be a source of annoyance to the residents of the Property, or shall willfully damage
or destroy any Common Areas or personal property of the Association, then upon written notice
by the Association, such person shall be required to immediately leave the Property and if such
person does not do so, the Association is authorized to commence an action to evict such tenant
or compel the person to leave the Property and, where necessary, to enjoin such person from
returning. The expense of any such action, including attorneys' fees, may be assessed against the
applicable Owner, and the Association may collect such Assessment and have a lien for same as
elsewhere provided. The foregoing shall be in addition to any other remedy of the Association.
Section 22. Waterways. Motorized boat, jet ski or other motorized vessels are not
permitted in any waterway within the Property.
Section 23. Screen Enclosures. No screen enclosures may be constructed on any Lot
except as approved by the ACB and after all necessary approvals and permits have been obtained
from all governmental agencies. No screen enclosure may be constructed in any designated
building setback area on any Lot.
Section 24. Alley Parking. Owners, their guests and invitees, may not park in or on
right-of-ways designated as alleys on the Plat or designated as alleys by the Association or
Developer. Vehicles parked in alleys may be towed or ticketed.
Section 25. Air Conditioning 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 ACB. Components of such systems that are affixed to the
exterior of a residence shall not be permitted unless the design thereof shall have first been
approved by the ACB. Exterior components of any cooling or heating system (or a combination
thereof) shall be substantially screened from view from the street fronting the residence.
Section 26. Garage Doors. All residences shall include operational garage doors. All
garage doors shall remain closed at all times when not in use for entry or exit from the garage.
{TL074862;8 }
18
Section 27. Window and Sliding Glass Door Treatments. All windows and doors if
covered, shall have proper window coverings, consisting of typical window treatments, such as
two-inch (2") white blinds or the like. Use of towels or sheets are not considered as proper
window coverings and use of such shall be considered a violation of this section.
Section 28. Exterior Holidav Decorations. Holiday decorating shall be permitted on any
Lot, but must be removed within two (2) weeks following the subject holiday.
Section 29. Recreational Equipment. Subject to prior approval of the ACB as to specific
location, all basketball backboards, fixed or otherwise, and any other fixed game and play
structures shall be located at the rear of the residence, or in the case of corner Lots on the inside
portion of the Lot within the setback lines. Treehouses or platforms or the like shall not be
constructed on any part of the Lot located in front of the rear line of the residence constructed
thereon. Skateboard ramps or equivalent structures shall not be permitted on any Lot.
ARTICLE IX.
INSURANCE AND HAZARD LOSSES
The Association's Board of Directors, or its duly authorized agent, shall have the
authority to and shall obtain blanket all-risk insurance, if reasonably available, for all insurable
improvements on the Common Areas. If blanket all-risk coverage is not reasonably available,
than at a minimum an insurance policy providing fire and extended coverage shall be obtained.
Insurance, other than title insurance, that shall be carried on the Common Area and the
Association Property shall be governed by the following provisions:
Section 1. Authority to Purchase: Named Insured. All insurance policies upon the
Common Area and the Association Property shall be purchased by the Association and shall be
placed in a single agency or company, if possible. The named insured shall be the Association.
The Association has the authority to use their discretion in obtaining the coverage listed
hereinafter, as some of the requirements may be or become unobtainable, or may be cost
prohibitive.
Section 2. Coverage.
(a) Fidelity Bonds. Blanket fidelity bonds must be maintained for anyone
who either handles or is responsible for funds that the Association holds or administers.
Cancellation or substantial modification of the bonds must be noticed to the Association
members and FNMA servicers prior to change.
(b) Hazard Insurance. All buildings and insurable improvements on the
Common Area and the Association Property shall be insured for fire and extended
coverage perils, excluding foundation and excavation costs at their maximum insurable
replacement value and all personal property owned by the Association shall be insured
{TL074862;8}
19
for its full insurable value, all determined annually by the Board of Directors of the
Association.
(a) Company Rating. The company or companies with whom the
Association shall place its insurance coverage must meet the following requirements: a B general
policyholder's rating or a financial performance index of 6 or better in the Best's Key Rating
Guide, or an A or better rating from Demotech, Inc.
(b) Deductible. The Association shall determine from time to time the
maximum deductible amount permitted with respect to hazard insurance coverage.
(c) Endorsements. If available and/or applicable, an Inflation Guard
Endorsement, a Construction Code Endorsement, and a Machinery Coverage Endorsement are
required.
( c) Flood Insurance. If any part of the Association Property is in a Special
Flood Hazard Area which is designated as A, AE, AH, AO, AI-30, A-99, V, VE OR
VI-30 on a Flood Insurance Rate Map, the Association must maintain a master or blanket
policy of flood insurance. The amount of flood insurance should be at least equal to the
lesser of 100% of the insurable value of the facilities or the maximum coverage available
under the appropriate National Flood Insurance Administration program. Unless a higher
deductible amount is required by state law, the maximum deductible amount for policies
covering the Association Property and Common Area is the lesser of$5,000 or I % of the
policy's face amount.
(d) Liabilitv Insurance. If the policy does not include "severability of
interest" in its terms, a specific endorsement must be obtained to preclude the insurer's
denial of an Owner's claim because of negligent acts of the Association or of other
Owners.
(e) Public Liability Insurance. The Association shall obtain public liability
and property damage insurance covering all of the Common Area and the Association
Property and insuring the Association and the Members as their interests appear in such
amounts and providing such coverage as the Board of Directors of the Association may
determine from time to time. The liability insurance shall include, but not be limited to,
hired and non-owned automobile coverage.
(f) Workmen's Compensation Insurance. The Association shall obtain
workmen's compensation insurance in order to meet the requirements of law, as
necessary.
(g) Directors and Officers Liability Insurance. The Association shall obtain
directors and officers liability insurance providing such coverage as the Board of
Directors of the Association may determine from time to time.
(h) Other Insurance. The Board of Directors or the Association shall obtain
such other insurance as they shall determined from time to time to be desirable.
{TL074862;8 }
20
(i) Subrogation Waiver. If available, the Association shall obtain policies
which provide that the insurer waives its right to subrogation as to any claim against
Members, the Association and their respective servants, agents and guests.
Section 3. Premiums. Premiums upon insurance policies purchased by the Association
shall be paid by the Association. The cost of insurance premiums and other incidental expenses
incurred by the Association in administering and carrying out any of the provisions of this
Section shall be assessed against and collected from Members as part of General Assessments.
Section 4. Association's Power to Compromise Claims. The Board of Directors of the
Association is hereby irrevocably appointed agent for each Member and for each holder of a
mortgage or other lien, for the purpose of compromising and settling all claims arising under
insurance policies purchased by the Association, and to execute and deliver releases upon
payment of claims.
ARTICLE X.
DEVELOPER'S RIGHTS
Section 1. Sales Activity. Notwithstanding any provision herein to the contrary, until the
Developer has completed, sold and conveyed all of the Lots within the Property, neither the
Owners, nor the Association nor their use of the Common Areas shall interfere with the
completion of the contemplated improvements and the sale of Lots and any other sales activity of
the Developer, whether related to the Property or other developments of the Developer. The
Developers (or its duly authorized agents or assigns) may make such use of the unsold Lots and
the Common Areas as may facilitate such completion and sale including, but not limited to, the
maintenance of sales offices, construction trailers, storage areas, model homes, and/or parking
lots for the showing of the property, and the display of signs, billboards, flags, placards and
visual promotional materials. The Developer shall have the right to use unimproved Lots for
temporary parking for prospective purchasers and such other parties as Developer determines.
Each Lot and the Common Area is hereby subjected to an easement for the purposes set forth
herein.
Section 2. Replatting. It may be necessary for the Developer to replat a portion of the
Property. The Developer shall have the right to replat unsold portions of the Property without
requiring the joinder or consent of any Owner or mortgagee holding a mortgage on any Lot.
Section 3. Utility and Construction Payments and/or Deposits. In the event a utility
company or governmental authority requires a deposit to be made by the Developer, and such
deposit shall be refunded at some time in the future, then the Developer (and not the Association)
shall be entitled to receipt of the refunded funds. In addition, should construction payments
made by the Developer be refunded by a utility company or governmental authority at some time
in the future, then the Developer (and not the Association) shall be entitled to receipt of the
refunded funds or the Association shall reimburse the Developer for such payments prior to the
time that Owners other than the Developer elect a majority of the members of the Board of
Directors of the Association.
{TL074862;8}
21
Section 4. Developer's Right to Common Areas. Developer shall have the right from
time to time to enter upon the Common Areas during periods of construction upon adjacent
Property and for the purpose of construction of any facilities on the Common Areas that
Developer elects to build. Developer may grant easements to Lot Owners adjacent to Common
Areas for overhangs, protrusions and encroachments of any portion of the improvements to a Lot
which are constructed by Developer. The Developer shall have the right to dedicate the
Common Areas or a portion thereof to any governmental authority or utility company, or to grant
an easement over the Common Areas in favor of any governmental authority or utility company,
without requiring the joinder or consent of any other Owner or mortgagee holding a mortgage on
any Lot.
Section 5. Assignment of Developer Rights. The Developer shall have the right to assign
to any other person or entity any or all of the Developer's rights reserved in this Declaration, in
whole or in part, with respect to all or any portion of the Property. In the event of an assignment,
the assignee shall not be liable for any action of a prior developer. Acquisition, development or
construction lenders acquiring title to the Property or any portion thereof by foreclosure or deed
in lieu of foreclosure shall have the right, but not the obligation, to assume the Developer's
rights. Such acquisition, development or construction lender shall have the right -to assign the
Developer's rights to a subsequent purchaser, regardless of whether or not the Developer's rights
. were assumed by the lender.
Section 6. Developer Approval of Board Action. In the event the Developer no longer
controls the Board of Directors but continues to own a portion of the Property, then the
Developer shall have the right to veto any action taken by the Board if the Developer determines
that such action materially and adversely affects the Developers interest in the community.
Action of the Board shall be submitted to the Developer within ten (10) days of adoption of such
action. In the event a written veto is not delivered by the Developer to the Board within ten (10)
days of actual receipt of the action, then the action shall be deemed approved.
ARTICLE XI.
MORTGAGEES'RIGHTS
The following provisions are for the benefit of holders, insurers, or guarantors of first
mortgages on Lots in the Property.
Section 1. Notices of Action. An Institutional holder, insurer, or guarantor of a first
mortgage, who provides written request to the Association (such request to state the name and
address of such holder, insurer, or guarantor and the Lot number), therefore becoming an
"Eligible Holder"), will be entitled to timely written notice of
(a) any condemnation loss or any casualty loss which affects a material
portion of the Property or which affects any Lot on which there is a first mortgage held,
insured, or guaranteed by such eligible holder;
(b) any delinquency in the payment of assessments or charges owed by an
Owner of a Lot subject to the mortgage of such eligible holder, insurer, or guarantor,
{TL074862;8}
22
where such delinquency has continued for a period of sixty (60) days; provided, however,
notwithstanding this. provision, any holder of a first Mortgage, upon request, is entitled to
written notice from the Association of any default in the performance by an Owner of a
Lot of any obligation under the Declaration or Bylaws of the Association which is not
cured within sixty (60) days;
(c) any lapse, cancellation, or material modification of any insurance policy or
fidelity bond maintained by the Association; or
(d) any proposed action which would reqmre the consent of a specified
percentage of eligible holders.
Section 2. No Priority. No provision of this Declaration or the bylaws gives or shall be
construed as giving any Owner or other party priority over any rights of the first mortgagee of
any Lot in the case of distribution to such Owner of insurance proceeds or condemnation awards
for losses to or a taking of the Common Area.
Section 3. Notice to Association. Upon request, each Owner shall be obligated to furnish
to the Association the name and address of the holder of any mortgage encumbering such
Owner's Lot.
Section 4. Applicability of Article XI. Nothing contained in this Article shall be
construed to reduce the percentage vote that must otherwise be obtained under the Declaration,
Bylaws, or Florida law for any of the acts set out in this Article.
Section 5. Failure of Mortgagee to Respond. Any Mortgagee who receives a written
request from the Board to respond to or consent to any action shall be deemed to have approved
such action if the Association does not receive a written response from the Mortgagee within
thirty (30) days of the date of the Association's request, provided the notice was delivered by
certified or registered mail, with a "return receipt" requested.
ARTICLE XII.
GENERAL PROVISIONS
Section 1. Duration. 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 Developer, the
Association, the City of Winter Springs to the extent its interests appear herein, or the Owner of
any Lot subject to this Declaration, and their assigns, for a term of thirty (30) years from the date
this Declaration is recorded, after which time said covenants shall be automatically extended for
successive periods of ten (10) years each unless an instrument signed by the then Owners of
two-thirds of the Lots and an instrument signed by the then Mortgagees of two-thirds of the
mortgaged Lots have been recorded, agreeing to change or terminate said covenants and
. restrictions in whole or in part.
Section 2. Notice. Any notice required to be sent to any Owner under the provisions of
this Declaration shall be deemed to have been properly sent when personally delivered or mailed
(postpaid), transmitted by way of telecopy, or sent by ovemight courier, to the last known
{TL074862;8}
23
address of the person who appears as Member or Owner on the records of the Association at the
time of such mailing.
Section 3. Enforcement. Enforcement of these covenants and restrictions shall be by any
proceeding at law or in equity against any person or persons violating or attempting to violate
any covenant or restriction either to restrain violation or to recover damages, and against the land
to enforce any lien created by these covenants and failure by the Developer, the Association or
any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a
waiver of the right to do so thereafter. These covenants may also be enforced by the
Architectural Control Board. The District shall have the right to enforce, by a proceeding at law
or in equity, the provisions contained in this Declaration which relate to the maintenance,
. operation and repair of the surface water or Stormwater Management System. The City of
Winter Springs shall also have the right to enforce, by a proceeding at law or in equity, the
provisions contained in this Declaration which relate to the maintenance, operation and repair of
the surface water or Stormwater Management System and the provisions in which the City of
Winter Springs' interests appear herein. The Association is hereby empowered to adopt
reasonable rules and regulations for the imposition of fines to be levied against any Owner for
failure to comply with the terms of this Declaration or rules and regulations of the Association.
Any rule or regulation subjecting any Owner to fines shall include provisions for notice, hearing,
. appeal and fines. Fines shall constitute an assessment due to the Association and upon failure to
pay such fine within the period prescribed by the Association shall become a charge and
continuing lien upon the Owner's Lot.
Section 4. Severability. Invalidation of anyone of these covenants or restrictions by
judgment or court order shall in no way affect any other provisions which shall remain in full
force and effect.
Section 5. Amendment. For so long as the Developer has the right to appoint the entire
Board of Directors of the Association, the Developer may unilaterally amend this Declaration.
At such time as the Developer no longer has right to appoint the entire Board of Directors of the
Association this Declaration may be amended only by the affirmative vote or written consent, or
any combination thereof, of Members representing two-thirds of the total votes of the
Association. Every amendment must have the written joinder and consent of the Developer for
so long as the Developer owns any portion of the Property. However, the percentage of votes
necessary to amend a specific clause shall not be less than the prescribed percentage of
'affirmative votes required for action to be taken under that clause. Any amendment must be
recorded in the Public Records of Seminole COlmty, Florida. No amendment shall make any
changes which would in any way affect any of the rights, privileges, powers or options herein
provided in favor of, or reserved to, Developer, unless Developer joins in the execution of the
amendment. Any amendments to this Declaration which alter any provision relating to the
surface water or Storm water Management System, beyond maintenance in its original condition,
including the water management portions of the Commons Areas, must have the prior approval
of the District and the City of Winter Springs. Any amendments to this Declaration which alter
the age restrictions with respect to persons under eighteen (18) years of age must have the prior
approval of the Winter Springs Board of City Commissioners and the Developer for so long as
the Developer owns any Lot(s) within the Property.
{TL074862;8}
24
Section 6. Litigation. No judicial or administrative proceeding shall be commenced or
prosecuted by the Association unless approved by a vote of seventy-five (75%) percent of the
Owners. This Section shall not apply, however, to (a) actions brought by the Association to
. enforce the provisions of this Declaration (including, without limitation, the foreclosure of liens),
(b) the imposition and collection of assessments, (c) proceedings involving challenges to ad
valorem taxation, (d) actions brought by the Association to enforce contracts to which the
Association is a party, or (e) counterclaims brought by the Association in proceedings instituted
against it. This section shall not be amended unless such amendment is made by the Developer
or is approved by the percentage votes, and pursuant to the same procedures, necessary to
institute proceedings as provided above.
Section 7. Effective Date. This Declaration shall become effective upon its recordation
in the Seminole County Public Records.
Section 8. Application of Law: Conflic:ts. Notwithstanding any covenant, condition,
easement or restriction established herein to the contrary, the Developer, Association, and all
Owners 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 andlor federal law is preemptory in nature, the local, state, andlor
federal law shall prevail and be applicable.
EXECUTED the date first above written.
Signed, sealed and delivered
. in the esence of:
LEVITT AND SONS OF SEMINOLE
COUNTY, LLC, a Florida limited liability
company
BY:~
Printed ame: 1.:1>,,,,, ;<h'" ItL r<:,
Its: _ __ _ _ __ \J. p. ()-&'- L,..,,'cl o-e<Jtlf"i'ert-
[Corporate Seal]
{TL074862;8}
25
STATE OF FLORIDA )
) SS
COUNTY OF I Se",',,.)o-le )
The foregoing instrument was acknowledged before me, this ~ day of fkc~ ,
2005, by j)fw~ sc.k~;-tt , as u.P,o-FlJwo~{df4 of Levitt and Sons of Seminole
County, LLC, a Florida limited liability company, He or she is personally known to me.
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State of Florida
My Commission Expires: :r <...(.Ne,.. l) 'J.dCi'7
{TL074862;8 }
26
EXHIBIT "A"
Lots 15 and 16, Block "B" ofD.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE
JESSUP, according to the plat thereof as recorded in Plat Book 1, Page 5 of the Public Records of
Seminole County, Florida.
More particularly described as:
BEGIN at the Southwest comer of Lot 15, Block "B", D.R. MITCHELL'S SURVEY OF THE
LEVY GRANT ON LAKE JESSUP, according to the plat thereof as recorded in Plat Book 1, Page
5, Public Records of Seminole County, Florida; thence run North 18039'16" East along the West
line of said Lot 15, for a distance of 746.31 feet to the Northwest comer of said Lot 15 and South
right of way line of Orange Avenue; thence run South 71056'39" East along said North line of said
Lots 15 and 16 and the South right of way line of Orange Avenue (a 50.00 right of way according
to said plat ofD.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JESSUP), for a
distance of 597.02 feet; thence run South 69021 '54" East continuing along the North line of said
Lots 15 and 16 and said South right of way line, for a distance of 323 .84 feet; thence run South
63018'14" East along the North line of said Lots 15 and 16 and said South right of way line, for a
distance of 80.59 feet to the Northeast comer of said Lot 16; thence run South 18035'40" West
along the East line of said Lot 16, for a distance of 728.68 feet to the Southeast comer of said Lot
16 and North right of way line of an unnamed platted right of way; thence run North 71025'29"
West along the South line of said Lots 16 ancl15 and the North right of way line of an unnamed
platted right of way, for a distance of 1001.20 feet to the POINT OF BEGINNING.
Contains 17.159 acres more or less.
Q)
BYLAWS
OF
JESUP'S LANDING
TOWNHOMES OWNERS' ASSOCIATION. INe.
~
{TL074864;1 }
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS ................................ ................................ ................................ ........... 1
ARTICLE II LOCATION............... .......... ....... .. ....... ....................... ................. ............... ... ..... ....... 1
ARTICLE III MEMBERSHIP... ..... ........................ ...... ........ ...... ............ ........... ..................... ........ 1
ARTICLE IV FISCAL yEAR..... ........... ................ ....................... ......... ....... ................. ........ .. ...... 1
ARTICLE V BOARD OF DIRECTORS ................................ ................................ ....................... 1
AR TI CLE VI OFFICERS................................ ................................ ................................ ............... 6
ARTICLE VII MEETINGS OF MEMBERS ................................ ................................ ................. 7
ARTICLE VIII COMMITTEES ................................ ................................ ................................ .....8
ARTICLE IX BOOKS AND PAPERS................................ ................................ ........................... 9
ARTICLE X AMENDMENTS ........ .................. ...... ................ ....... ......... .... ....................... ..... ....... 9
{TL074864;1}
BYLAWS
OF
JESUP'S LANDING
TOWNHOMES OWNERS' ASSOCIATION. INe.
ARTICLE I
DEFINITIONS
All defined terms used in these Bylaws shall have the meaning assigned to them in the
Declaration of Restrictions and Protective Covenants for Jesup's Landing Townhomes, recorded
among the Public Records of Seminole County, Florida, as they may be modified from time to
time.
ARTICLE II
LOCATION
Section 1. The principal office of the Association shall be 403 7 Avalon Park East
Boulevard, Orlando, Florida 32828.
ARTICLE III
MEMBERSHIP
Section 1.
Membership of the Association is as set forth in the Decl aration.
Section 2. The rights of membership are subject to the payment of annual and special
assessments levied by the Association, the obligation of which assessment is imposed against
each Owner of, and becomes a lien upon, the Properties against which such assessments are
made as provided in the Declaration to which the Properties are subject.
ARTICLE IV
FISCAL YEAR
Section 1.
The fiscal year of the Association shall be the calendar year.
ARTICLE V
BOARD OF DIRECTORS
Section 1. Subsequent to the appointment of directors by the Class B Member, as
provided in the Articles of Incorporation, the directors of the Association shall be elected at the
annual meeting of the members. The election procedure is set forth in ARTICLE VII of these
Bylaws.
{TL074864;I}
Section 2. Any director may be removed from office at any time with or without
cause by the affirmative majority vote of the Association membership, except that the directors
elected by the Class B Member including those named in the Articles of Incorporation may be
removed only by the Class B Member.
Section 3. The first meeting of the duly elected Board of Directors, for the purpose of
organization, shall be held immediately after the annual meeting of Association members,
provided the majority of the members of the elected Board are present. Any action taken at such
meeting shall be by a majority of the Board. If the majority of the members of the Board elected
shall not be present at that time, or if the directors shall fail to elect officers, the meeting of the
Board to elect officers shall then be held within thirty days after the annual meeting of members
upon three days' notice in writing to each member of the Board elected, stating the time, place
and object of such meeting.
Section 4. Regular meetings of the Board of Directors may be held at any place or
places within Seminole County, Florida, on such days and at such hours as the Board of
Directors may, by resolution, appoint.
Section 5. Notice of meetings shall be posted in a conspicuous place on the
Association property at least 48 hours in advance, except in an emergency. Notice of any
meeting in which assessments against Lots are to be established shall specifically contain a
statement that assessments shall be considered and a statement of the nature of such assessments.
Section 6. Special meetings of the Board of Directors may be called at any time by
the President or by a majority of the Board and may be held at any place or places within
Seminole County, Florida, and at any time.
Section 7. Notice of each special meeting of the Board of Directors, stating the time,
place and purpose or purposes thereof, shall be given by or on behalf of the President or by or on
behalf of the Secretary or by or on behalf of a majority of the members of the Board to each
member of the Board not less than seven days prior to the scheduled date of the special meeting
by mail or one day by telephone, telegraph, overnight courier, hand delivery or telecopy.
Emergency meetings of the Board may also be held at any place and time without notice by
unanimous waiver of notice by all the directors. Notices of all meetings of the Board of
Directors will comply with Chapter 720, Florida Statutes.
Section 8. No Director shall receive any compensation from the Association for
acting as such unless approved by Members representing a majority of the total vote of the
Association at a regular or special meeting of the Association; provided any Director may be
reimbursed for expenses incurred on behalf of the Association upon approval of a majority of the
other Directors.
Section 9. Subject to the provisions of Section 10 of this Article, all meetings of the
Board shall be open to all Members, except meeting's between the Board and its attorney with
respect to proposed or pending litigation, but no Member other than Directors may participate in
any deliberation unless permission to speak is requested on his or her behalf by a Director. In
{TL074864; I}
2
such case, the President may limit the time that any Member may speak in accordance with
Chapter 720, Florida Statutes.
Section 10. Any action to be taken at a meeting of the Directors or any action that may
be taken at a meeting of the Directors may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the Directors, and such consent shall
have the same force and effect as a unanimous vote.
Section 11. The Board of Directors shall be responsible for the affairs of the
Association and shall have all of the powers and duties necessary for the administration of the
Association's affairs and, as provided by law.
The Board of Directors shall delegate to one of its members the authority to act on behalf
of the Board of Directors on all matters relating to the duties of the Managing Agent or Manager,
if any, which might arise between meetings of the Board of Directors.
In addition to the duties imposed by Chapter 720, Florida Statutes, together with these
Bylaws, the Board of Directors shall have the power to and be responsible for the following, in
way of explanation, but not limitation:
a. preparation and adoption of an annual budget in which there shall be
established the contribution of each Owner to the Common Expenses;
b. making assessments to defray the Common Expenses, establishing the
means and methods of collecting such assessments, and establishing the period of the installment
payments of the annual assessment, which may be payable in annual, semi-annual, or quarterly
installments, as determined by the Board of Directors;
c.
Common Areas;
providing for the operation, care, upkeep, and maintenance of all of the
d. designating, hiring, and dismissing the personnel necessary for the
maintenance, operation, repair, and replacement of the Association, its property, and the
Common Areas where appropriate, providing for the compensation of such personnel and for the
purchase of equipment, supplies, and material to be used by such personnel in the performance
of their duties;
e. collecting the assessments, depositing the proceeds thereof in a bank
depository which it shall approve, and using the proceeds to administer the Association; the
reserve fund may be deposited, in the directors' best business judgment, in depositories other
than banks;
f. making and amending rules and regulations;
g. opening of bank accounts on behalf of the Association and designating the
signatories required;
{TL074864;1} 3
h. making or contracting for the making of repairs, additions, and
improvements to or alterations of the Common Area in accordance with the other provisions of
the Declaration and these Bylaws after damage or destruction by fire or other casualty;
i. enforcing by legal means the provisions of the Declaration, these Bylaws,
and the rules and regulations adopted by it and bringing any proceedings which may be instituted
on behalf of or against the Owners concerning the Association after receiving the proper
authorization, if any, required by the Declaration;
j. obtaining and carrying insurance against casualties and liabilities, as
provided in the Declaration, and paying the premium cost thereof;
k. paying the cost of all services rendered to the Association or its Members
and not chargeable to Owners;
1. maintaining the official records of the Association in accordance with
Florida Statute S 617.303, as may be amended from time to time. The said official records of the
Association shall be available for examination by the Owners and mortgagees, their duly
authorized agents, accountants, or attorneys, during general business hours on working days at
the time and in a manner that shall be set and announced by the Board of Directors which shall .
be within ten (10) business days after receipt of a written request for examination. All financial
and accounting records of the Association shall be kept according to good accounting practices;
m. making available for review to any prospective purchaser of a Lot, any
Owner of a Lot, any first Mortgagee, and the holders, insurers, and guarantors of a first Mortgage
on any Unit, current copies of the Declaration, the Articles of Incorporation, the Bylaws, rules
governing the Lot and all other books, records, and financial statements of the Association;
n. permitting utility suppliers to use portions of the Common Area
reasonably necessary to the ongoing development or operation of the Properties;
o. taking any actions allowed or required to be taken under the terms of the
Master Declaration; and
p. exercising for and on behalf of the Association all powers, duties and
authority vested in or delegated to the Association, except those reserved to members in the
Declaration of Restrictions and Protective Covenants for the Property or in the Articles of
Incorporation of the Association.
Section 12. The Board of Directors may employ for the Association a professional
management agent or agents, at a compensation established by the Board of Directors, to
perform such duties and services as the Board of Directors shall authorize. The Board of
Directors may delegate to the managing agent or manager, subject to the Board's supervision, all
of the powers granted to the Board of Directors by these Bylaws, other than the powers set forth
in subparagraphs Section II.a, b, f, g, and i of Section 11 of this Article. The Developer, or an
affiliate of Developer, may be employed as managing agent or manager. No management
contract may have a term in excess of one (1) year and must permit termination by either party
without cause and without termination fee on ninety (90) days, or less, written notice.
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4
Section 13. The following management standards of performance will be followed
unless the Board by resolution specifically determines otherwise:
a. accrual accounting, as defined by generally accepted accounting
principles, shall be employed;
b. disbursements by check shall require two (2) signatures; cash accounts of
the Association shall not be commingled with any other accounts;
c. no remuneration shall be accepted by a managing agent from vendors,
independent contractors, or others Providing goods or services to the Association, whether in the
form of commissions, finder's fees, service fees, prizes, gifts, or otherwise; any thing of value
received shall benefit the Association;
d. any financial or other interest which a managing agent may have in any
firm providing goods or services to the Association shall be disclosed promptly to the Board of
Directors; and
e. an annual report consisting of at least the following shall be distributed
within one hundred twenty (120) days after the close of the fiscal year: (1) a balance sheet as of
the end of the fiscal year; (2) an operating (income) statement for the fiscal year; and (3) a
statement of changes in financial position for the fiscal year. However, if the holder, insurer, or
guarantor of any first mortgage that is secured by a Unit submits a written request for an audited
statement, the Association must provide one.
Section 14. The Board of Directors shall have the power to borrow money for the
purpose of repair or restoration of the Common Areas without the approval of the Members of
the Association; provided, however, the Board shall obtain Member approval in the same manner
provided in the Declaration for special assessments in the event that the proposed borrowing is
for the purpose of modifying, improving, or adding amenities, and the total amount of such
borrowing exceeds or would exceed five (5%) percent of the budgeted gross expenses of the
Association for that fiscal year.
Section 15. The Board shall have the power to impose reasonable fines, which shall
constitute a lien upon the property of the violating Owner, and to suspend an Owner's right to
vote or to use the Common Area for violation of any duty imposed under the Declaration, these
Bylaws, or any rules and regulations duly adopted hereunder; provided, however, nothing herein
shall authorize the Association or the Board of Directors to limit ingress and egress to or from a
Lot. In the event that any occupant of a Lot violates the Declaration, Bylaws, or a rule or
regulation and a fine is imposed, the fine shall first be assessed against the occupant; provided,
however, if the fine is not paid by the occupant within the time period set by the Board, the fine
shall constitute a lien upon the Lot in which the occupant resides, and the Owner shall pay the
fine upon notice from the Association. The failure of the Board to enforce any provision of the
Declaration, Bylaws, or any rule or regulation shall not be deemed a waiver of the right of the
Board to do so thereafter.
a. Notice. Prior to imposition of any sanction hereunder, the Board or its
delegate shall serve the alleged violator with written notice describing (i) the nature of the
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5
alleged violation, (ii) the proposed sanction to be imposed, (iii) a period of not less than fourteen
(14) days within which the alleged violator may present a written request to the committee
designated by the Board, if any, or Board of Directors for a hearing; and (iv) a statement that the
proposed sanction shall be imposed as contained in the notice unless a challenge is begun within
fourteen (14) days of the notice. If a timely challenge is not made, the sanction stated in the
notice shall be imposed.
b. Hearing. If a hearing is requested in a timely manner, the hearing shall be
held in executive session before the body specified in the notice which shall afford the Owner a
reasonable opportunity to be heard. Prior to the effectiveness of any sanction hereunder, proof of
proper notice shall be placed in the minutes of the meeting. Such proof shall be deemed
adequate if a copy of the notice, together with a statement of the date and manner of delivery, is
entered by the officer, Director, or agent who delivered such notice. The notice requirement
shall be deemed satisfied if the alleged violator or his designated representative appears at the
meeting. The minutes of the meeting shall contain a written statement of the results of the
hearing and the sanction, if any, imposed. The hearing shall be conducted in accordance with
Section 720.305, Florida Statute.
c. Appeal. If the hearing is held before a body other than the Board, then the
violator shall have the right to appeal the decision to the Board of Directors. To perfect this
right, a written notice of appeal must be received by the manager, President, or Secretary of the
Association within thirty (30) days after the hearing date.
d. Additional Enforcement Rights. Notwithstanding anything to the contrary
herein contained, the Association, acting through the Board of Directors, may elect to enforce
any provision of the Declaration, these Bylaws, or the rules and regulations of the Association by
self-help (specifically including, but not limited to, the towing of vehicles that are in violation of
parking rules and regulations) or by suit at law or in equity to enjoin any violation or to recover
monetary damages or both without the necessity for compliance with the procedure set forth
above. In any such action, to the maximum extent permissible, the Owner or occupant
responsible for the violation for which abatement is sought shall pay all costs, including
reasonable attorney's fees actually incurred.
ARTICLE VI
OFFICERS
Section 1. The officers of the Association shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors following each annual meeting of the
Members, as herein set forth in Article VII.
Section 2. Any officer may be removed at any time by the affirmative vote of a
majority of the Board of Directors at any duly called regular or special meeting of the Board.
Section 3. The President shall be the chief executive officer of the Association. The
President shall preside at all meetings of the members of the Association and of the Board of
Directors. He shall have the general powers and duties of supervision and management of the
{TL07 4864; I}
6
Association which usually pertain to his office, and shall perform all such duties as are properly
required of him by the Board of Directors. The Board of Directors shall elect one Vice
President, who shall have such powers and perform such duties as usually pertain to such office
or as are properly required of him by the Board of Directors. In the absence or disability of the
President, the Vice President shall perform the duties and exercise the powers of the President.
The Secretary shall issue notices of all meetings of the membership of the Association and the
Board of Directors where notice of such meetings is required by law or in these Bylaws. He
shall keep the minutes of the meetings of the membership and of the Board of Directors.
Section 4. The Treasurer shall have the care and custody of all the monies and
securities of the Association. He shall enter on the books of the Association, to be kept by him
for that purpose, full and accurate accounts of all monies received by him and paid by him on
account of the Association. He shall sign such instruments as require his signature and shall
perform all such duties as usually pertain to his office or as are properly required of him by the
Board of Directors.
Section 5. Vacancies in any office arising from any cause may be filled by the Board
of Directors for the unexpired portion of the term.
Section 6. Any officer may resign at any time by giving written notice to the Board
of Directors, the President, or the Secretary. Such resignation shall take effect on the date of the
receipt of such notice or at any later time specified therein, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it effective.
ARTICLE VII
MEETINGS OF MEMBERS
Section 1. Subsequent to such time as the Class A Members are entitled to elect a
director, a meeting of members shall be held annually during the month in which the Declaration
was recorded at such time and place as shall be determined by the Board of Directors.
Section 2. For election of members of the board of directors, members shall vote in
person at a meeting of the members or by a ballot that the homeowner personally casts.
Section 3. Members may not vote by general proxy, but may vote by limited proxy.
Limited proxies and general proxies may be used to establish a quorum. Limited proxies may
also be used for votes taken to amend the articles of incorporation or bylaws or for any matter
that requires or permits a vote of the members. A proxy may not be used for the election of the
members of the board of directors as provided in Section 2 hereof.
Any proxy shall be effective only for the specific meeting for which originally given and
any lawfully adjourned meetings thereof. A proxy is not valid for a period longer than 90 days
after the date of the first meeting for which it was given. A proxy is revocable at any time at the
pleasure of the member who executes it.
Section 4. Special meetings of the members may be called for any purpose at any
time by the President or a majority of the members of the Board of Directors.
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7
Section 5. Notice may be given to the member either personally, or by sending a
copy of the notice through the mail, (postage thereon fully paid), by overnight courier or by
telecopy transmittal, to his address appearing on the records of the Association. Each member
shall register his address with the Secretary, and notices of meetings shall be mailed to him at
such address. Notice of any meeting, regular or special, shall be mailed, personally delivered,
overnight couriered or telecopied at least seven (7) days in advance of the meeting and shall set
forth the general nature of the business to be transacted, provided, however, that if any business
of any meeting shall involve any action governed by the Articles of Incorporation, notice of such
meetings shall be given or sent as therein provided.
Section 6. The presence at the meeting of members entitled to cast thirty-three and
one-third percent (33 1/3%) of the Class A membership votes shall constitute a quorum for any
action governed by these Bylaws.
Section 7. If any meetings of the Association cannot be held because a quorum is not
present, a majority of the Members who are present at such meeting, may adjourn the meeting to
a time not less than five (5) nor more than thirty (30) days from the time the original meeting
was called. At the reconvened meeting at which a quorum is present, any business which might
have been transacted at the meeting originally called may be transacted. If a time and place for
reconvening the meeting is not fixed by those in attendance at the original meeting or if for any
reason a new date is fixed for reconvening the meeting after adjournment, notice of the time and
place for reconvening the meeting shall be given to Members in the manner prescribed for
regular meetings.
The Members present at a duly called or held meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding the withdrawal of enough Members
to leave less than a quorum, provided that Members representing at least twenty-five (25%)
percent of the total votes of the Association remain present, and provided further that any action
taken shall be approved by at least a majority of the Members required to constitute a quorum.
Section 8. The President shall preside over all meetings of the Association, and the
Secretary shall keep the minutes of the meeting and record in a minute book all resolutions
adopted at the meeting, as well as a record of all transactions occurring thereat. Roberts Rules of
Order shall govern the conduct of meetings.
Section 9. Any action required by law to be taken at a meeting of the Members, or
any action which may be taken at a meeting of the Members, may be taken without a meeting if a
consent in writing setting forth the action so taken shall be signed by all of the Members entitled
to vote with respect to the subject matter thereof, and such consent shall have the same force and
effect as a unanimous vote of the Members.
ARTICLE VIII
COMMITTEES
Section 1. The Architectural Control Board shall be a standing committee of the
Association. The Board of Directors may appoint such other committees as it deems advisable.
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8
Section 2. The Architectural Control Board shall be appointed, shall serve and shall
have the duties and functions as described in the Declaration. A party aggrieved by a decision of
the Architectural Control Board shall have the right to make a written request to the Board of
Directors, within thirty (30) days of such decision, so that the Board of Directors may review
such decision. The determination of the Board of Directors, upon reviewing such decision of the
Architectural Control Board, shall in all events be dispositive.
ARTICLE IX
BOOKS AND PAPERS
The books, records and papers of the Association shall at all times, during reasonable
business hours, be subject to the inspection of any member of the Association.
ARTICLE X
AMENDMENTS
Section 1. These Bylaws may be amended, at a regular or special meeting of the
members, by a vote of a majority of members present in person or by proxy, provided that the
notice to the members of the meeting disclosed the information that the amendment of the
Bylaws was to be considered; provided, however, the provisions which are governed by the
Articles of Incorporation of this Association may not be amended except as provided in the
Articles of Incorporation or applicable law; and provided further that any matters stated herein to
be or which are in fact governed by the Declaration of Restrictions and Protective Covenants
referred to herein may not be amended except as provided in such covenants. Notwithstanding
anything herein to the contrary, the Class B Member as described in the Articles of Incorporation
of the Association shall be permitted to amend these Bylaws at any time and no amendment of
these Bylaws may be made without the consent of the Class B Member.
Section 2. In case of any conflict between the Articles of Incorporation and these
Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and
these Bylaws, the said Declaration shall control.
*****
I hereby certify that the foregoing Bylaws of Jesup's Landing Townhomes Owners'
Association, Inc. were duly adopted by the Board of Directors of said association in a meeting
held for such purpose on this \ 3+t1day of ~{'/vV~ , 2005.
~.~
~--J ~.' ~
Ba-veSchmitt, P.E., Secretary
{TL074864;1}
9
:!iJ
ARTICLES OF INCORPORATION
FOR
JESUP'S LANDING TOWNHOMES OWNERS' ASSOCIATION, INC.
(a corporation not-for-profit)
The undersigned, acting as Incorporator(s) of a corporation pursuant to Chapter 617,
Florida Statutes, adopt(s) the following Articles of Incorporation:
ARTICLE I. - NAME
The name of the corporation shall be Jesup's Landing Townhomes Owners' Association,
Inc. (the "Association").
ARTICLE II.
PRINCIPAL PLACE OF BUSINESS AND MAILING ADDRESS
The initial principal place of business and mailing address of the corporation shall be
4037 Avalon Park East Boulevard, Orlando, Florida 32828.
ARTICLE III. - PURPOSE(S)
The corporation is organized as a corporation not-for-profit under Chapter 617 of the
laws of the State of Florida. The specific purposes for which the corporation is organized are:
1. To promote the health, safety and social welfare of the Owners of Property within
that residential area referred to as Jesup's Landing Townhomes, a residential subdivision, and
described in the Declaration of Restrictions and Protective Covenants for Jesup's Landing
Townhomes (the "Declaration") by Levitt and Sons of Seminole County, LLC, a Florida limited
liability company, to be recorded in the Public Records of Seminole County, Florida.
2. To own and maintain, repair and replace the general and/or Common Area,
landscaping and other improvements in and/or benefiting the property for which the obligation to
maintain and repair has been delegated and accepted.
3. To control the specifications, architecture, design, appearance, elevation and
location of, and landscaping around, all buildings and improvements of any type, including
walls, fences, swimming pools, antennae, sewers, drains, disposal systems or other structures
constructed, placed or permitted to remain in the Property, as well as the alteration,
improvement, addition or change thereto.
4. To operate without profit for the benefit of its members.
5. To operate, maintain and manage the surface water or stormwater management
system(s) in a manner consistent with the St. John's River Water Management District (the
"District") permit requirements and applicable District Rules, and shall assist in the enforcement
of the provisions of the Declaration that relate to the surface water or stormwater management
system.
{TL074863;2 }
6. To perform those functions reserved by the Association in the Declaration.
ARTICLE IV. - GENERAL POWERS
The general powers that the Association shall have are as follows:
1. To hold funds solely and exclusively for the benefit of the members for the
purposes set forth in these Articles of Incorporation.
2. To promulgate and enforce rules, regulations, bylaws, covenants, restrictions and
agreements to effectuate the purposes for which the Association is organized.
3. To delegate power or powers if and to the extent deemed to be in the interest of
the Association.
4. To affix assessments to be levied against Lots within the Property and the costs of
effectuating the objects and purposes of the Association and to create reasonable reserves for
such expenditures, and to authorize its Board of Directors, in its discretion, to enter into
agreements with mortgage companies and other organizations for the collection of such
assessments.
5. To pay taxes and other charges, if any, on or against the Common Area.
6. To levy and collect adequate assessments against members of the Association for
the cost of maintenance and operation of the surface water or stormwater management system.
7. To have all powers conferred upon a corporation by the laws of the State of
Florida, except as prohibited herein. The Common Area cannot be mortgaged or conveyed by
the Association without the affirmative vote of at least two-thirds of the Class A Membership, or
a governmental entity.
ARTICLE V.
MANNER OF ELECTION OF DIRECTORS
Directors shall be elected or appointed in accordance with the provisions of the Bylaws of
the Association.
ARTICLE VI. - MEMBERS
1. Every Owner of a Lot that is subject to Assessment shall be a Member of the
Association. Membership shall be appurtenant to and may not be separated from ownership of
any Lot which is subject to Assessment.
2. The Association shall have two classes of voting membership:
a. Class A. Class A Members shall be all Owners, with the exception of the
Developer, and shall be entitled to one vote for each Lot owned. When more than one person
{TL074863;2 }
2
holds an interest in any Lot, all such persons shall be Members. The vote for such Lot shall be
exercised as they determine, but in no event shall more than one vote be cast with respect to any
Lot.
b. Class B. The Class B Member(s) shall be the Developer. The Class B
Member shall be entitled to the same number of votes held by all other Members of the
Association plus one; orovided, however. that notwithstanding any provision to the contrary, the
Developer shall have the right to appoint the entire Board of Directors of the Association until 90
days after 90% of the Lots have been conveyed to Owners other than the Developer, or at an
earlier date at the sole discretion of the Developer. The Developer is entitled to elect one
member of the Board of Directors as long as the Developer holds for sale in the ordinary course
of business at least 5% of the parcels in the community.
The Developer shall call a meeting, as provided in the Bylaws for Special Meetings, to
provide for the turnover of control of the Board of Directors to the Owners at this time. The
Developer shall have the right to appoint one member to the Board of Directors for so long as the
Developer owns any portion of the Property.
ARTICLE VII. - DIRECTORS
The Board of Directors of the Corporation shall be comprised of at least three (3)
directors. The initial members of the Board of Directors and their street addresses are:
Dave Schmitt, P.E.
403 7 Avalon Park East Boulevard
Orlando, Florida 32828
Robert Hutson
403 7 Avalon Park East Boulevard
Orlando, Florida 32828
Ron Utterback
403 7 Avalon Park East Boulevard
Orlando, Florida 32828
As long as Developer shall have the right to appoint the Board of Directors, Directors
need not be Members of the Association and need not be residents of the State of Florida. All
Directors appointed by Developer shall serve at the pleasure of Developer, and may be removed
from office, and a successor Director may be appointed at any time by Developer. At the first
annual election to the Board of Directors at which Directors are elected by the Members, the
term of office of the elected Director receiving the highest plurality of votes shall be established
at two (2) years, with the other elected Directors to serve for a term of one (1) year. Elections
shall be by plurality votes. All Directors shall hold office until the election of new directors at
the next annual meeting or resignation of said Director. Each year thereafter, as many Directors
shall be elected and appointed, as the case may be, as there are regular terms of office of
Directors expiring at such time, and the term of the Director so elected or appointed at each
annual election shall be for two (2) years expiring at the second annual election following their
election, and thereafter until their successors are duly elected and qualified, or until removed
from office with or without cause by the affirmative vote of a majority of the Members which
{TL074863;2 }
3
elected or appointed them. Any Director appointed by the Class B Member shall serve at the
pleasure of the Class B Member and may not be removed except by action of the Class B
Member, and may be removed from office, and a successor director may be appointed, at any
time by the Class B Member.
ARTICLE VITI. - OFFICERS
The Officers of the Association shall be a President, a Vice President, a Secretary and a
Treasurer, and such other officers as the Board may from time to time, by resolution, create.
Any two or more offices may be held by the same person except the offices of President and
Secretary. Officers shall be elected for one (1) year terms in accordance with the procedures set
forth in the Bylaws. The names of the Officers who are to manage the affairs of the Association
until the first annual meeting of the Board of Directors and until their successors are duly elected
and qualified are:
President/Treasurer
Robert Hutson
Vice President/Secretary
Dave Schmitt, P .E.
ARTICLE IX.
INITIAL REGISTERED AGENT AND STREET ADDRESS
The street address of the Corporation's initial registered office is 403 7 Avalon Park East
Boulevard, Orlando, Florida 32828 and the name of the initial Registered Agent at such address
is Robert Hutson.
ARTICLE X. - INCORPORATOR
The name and street address of the Incorporator for these Articles of Incorporation is:
Robert Hutson, 4037 Avalon Park East Boulevard, Orlando, Florida 32828.
ARTICLE XI. - CORPORATE EXISTENCE
The Association shall have perpetual existence.
ARTICLE XII. - BYLAWS
The Board of Directors shall adopt Bylaws consistent with these Articles.
ARTICLE XIIT.
AMENDMENTS TO ARTICLES OF INCORP ORATION AND BYLAWS
For so long as Developer has the right to appoint the entire Board of Directors of the
Association, Developer may unilaterally amend these Articles. At such time as Developer no
longer has the right to appoint the entire Board of Directors of the Association, amendment of
these Articles requires the approval of at least two-thirds of the membership votes. No
{TL07 4863;2 }
4
amendment affecting Developer or the successor or assign of Developer of the Property shall be
effective without the prior written consent of said Developer, or the successors or assigns of
Developer.
ARTICLE XIV.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
1. The Association hereby indemnifies any Director or officer made a party or
threatened to be made a party to any threatened, pending or completed action, suit or proceeding:
a. Whether civil, criminal, administrative or investigative, other than one by
or in the right of the Association to procure a judgment in its favor, brought to impose a liability
or penalty on such person for any act alleged to have been committed by such person in his
capacity of Director or officer of the Association, or in his capacity as a Director, officer,
employee or agent of any other corporation, partnership, joint venture, trust or other enterprise
which he served at the request of the Association, against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred
as a result of such action, suit or proceeding or any appeal therein, if such person acted in good
faith in the reasonable belief that such action was in the best interests of the Association, and in
criminal actions or proceedings, without reasonable ground for belief that such action was
unlawful. The termination of any such action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not in itself create a
presumption that any such Director or officer did not act in good faith in the reasonable belief
that such action was in the best interests of the Association or that he had reasonable grounds for
belief that such action was unlawful.
b. By or in the right of the Association to procure a judgment in its favor by
reason of his being or having been a Director or officer of the Association, or by reason of his
being or having been a Director, officer, employee or agent of any other corporation, partnership,
joint venture, trust or other enterprise which he served at the request of the Association, against
the reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in
connection with the defense or settlement of such action, or in connection with an appeal therein,
if such person acted in good faith in the reasonable belief that such action was in the best
interests of the Association. Such person shall not be entitled to indemnification in relation to
matters as to which such person has been adjudged to have been guilty of negligence or
misconduct in the performance of his duty to the Association unless and only to the extent that
the court, administrative agency, or investigative body before which such action, suit or
proceeding is held shall determine upon application that, despite the adjudication of liability but
in view of all circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses which such tribunal shall deem proper.
2. The Board of Directors shall determine whether amounts for which a Director or
officer seeks indemnification were properly incurred and whether such Director or officer acted
in good faith and in a manner he reasonably believed to be in the best interests of the
Association, and whether, with respect to any criminal action or proceeding, he had no
reasonable ground for belief that such action was unlawful. Such determination shall be made by
{TL074863;2}
5
the Board of Directors by a majority vote of a quorum consisting of Directors who were not
parties to such action, sui t or proceeding.
3. The foregoing rights of indemnification shall not be deemed to limit in any way
the powers of the Association to indemnify under applicable law.
4. The Association shall obtain directors' and officers' liability insurance providing
such coverage as the Board of Directors ofthe Association may determine from time to time.
ARTICLE XV.
TRANSACTIONS IN WHICH DIRECTORS OR OFFICERS ARE INTERESTED
1. With the exception of Directors and Officers appointed by the Class B. Members,
any financial or familial interest of an Officer or Director in any contract or transaction between
the Association and one (1) or more of its Directors or officers, or between the Association and
any other corporation, partnership, association or other organization in which one (1) or more of
its Directors or officers are directors or officers, or have a [mancial interest, shall be disclosed,
and further shall be voidable solely for this reason, or solely because the Director or officer is
present at or participates in the meeting of the Board or committee thereof which authorized the
contract or transaction or solely because his or their votes are counted for such purpose. No
Director or officer of the Association shall incur liability by reason of the fact that he is or may
be interested in any such contract or transaction.
2. Interested Directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorized the contract or transaction,
but must abstain from voting on the issue.
ARTICLE XVI. - DISSOLUTION
The Association may be dissolved with the assent given in writing and signed by not less
than two-thirds (2/3) of each class of members. Upon dissolution of the Association, other than
incident to a merger or consolidation, the assets of the Association shall be dedicated to an
appropriate public agency or master association to be used for purposes similar to those for
which this Association was created. In the event that such dedication is refused acceptance, such
assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or
other organization to be devoted to such similar purposes.
In the event of termination, dissolution or final liquidation of the Association, the
responsibility for the operation and maintenance of the surface water or stormwater management
system must be transferred to and accepted by an entity that would comply with
Rule 40(c)-42.027, Florida Administrative Code, and be approved by the District prior to such
termination, dissolution or liquidation.
{TL074863;2 }
6
IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of
the State of Florida, I, the undersigned, constituting the incorporator of this Association, have
executed these Articles of Incorporation this ~ day of DeceM- b9'\.J ,2005.
~~orator
{TL074863;2 }
7
CERTIFICATE DESIGNATING PLACE OF BUSINESS
FOR SERVICE OR PROCESS WITHIN
THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted in compliance
with said Statute:
JESUP'S LANDING TOWNHOMES OWNERS' ASSOCIATION, INe., desiring to
organize under the laws of the State of Florida, with its principal offices at 403 7 Avalon Park
East Boulevard, Orlando, Florida 32828, has named Robert Hutson, whose office is located at
4037 Avalon Park East Boulevard, Orlando, Florida 32828 as its agent to accept service of
process within the State.
~
ROBERT HUTSON
ACKNOWLEDGMENT
Having been named to accept service of process for the above stated corporation, at the
place designated in this Certificate, I hereby accept to act in this capacity, and agree to comply
with the provisions of said Act relative to ke~~e.
/'
ROBERT HUTSON
{TL074863;2 }
8