DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS for
(hereinafter referred to as “Declaration”) made this
day of , 20 by
, hereinafter referred to as
“Declarant”.
WITNESSETH
WHEREAS, the Declarant is the owner of the real property situate, lying and being in
County, Florida, and described on Exhibit "A”
attached hereto and incorporated herein by this reference ("
Towne Centre" and/or the "Property"); and
WHEREAS, it is contemplated that the Property, as hereinafter defined, will be developed
as a retail/office/residential and commercial mixed use project comprised of various
diversified uses with shared easements and access, open spaces, storm water drainage and
retention areas, common signage, and other common improvements for the benefit of the
owners of lands made subject to the terms of this Declaration; and
WHEREAS, the Declarant desires to provide for the preservation and enhancement of the
property values and quality of environment in the Property, the general health, safety and
welfare of the owners of the affected lands, and for the maintenance of shared easements
and access, storm water drainage areas and improvements, open spaces, and other common
areas and improvements located in the Property, and, to this end, desires to subject the
Property, to the covenants, conditions, restrictions', easements, and liens hereinafter set
forth, each of which shall be binding upon and run with the title to the Property; and
WHEREAS, to provide a means for meeting the purposes and intents herein set forth, the
Declarant has created a non-profit corporation to which may be conveyed title and
delegated, and assigned the powers of maintaining and administering the common
properties, administering and enforcing the covenants and restrictions, and collecting and
disbursing the assessments and charges hereinafter created.
NOW, THEREFORE, the Declarant, for itself and its successors and assigns, declares that
the Property is, and shall be, held, transferred, sold, conveyed, mortgaged, and occupied
subject to the covenants, restrictions, easements, charges and liens hereinafter set forth, all
of which shall run with title to the land.
ARTICLE I
Definitions
The following words when used in this Declaration or any Supplemental Declaration
(unless the context shall prohibit) shall have the following meanings:
1
a. "Association" shall mean and refer to
.
b. "Board of Directors" shall mean and refer to the Board of Directors for
Towne Centre Association, Inc., a Florida
corporation not for profit, or its successors and assigns.
c. "Common Expenses" shall mean and refer to the actual and estimated expenses of
operating the Association and meeting the costs incurred or to be incurred relative to the
performance of the duties of the Association, including without limitation, the costs
incurred for operation, maintenance and improvement of any Common Property, including
any reserves established by the Association, all as may be found to be necessary and
appropriate by the Board of Directors of the Association pursuant to this Declaration, the
BYLAWS, and the Articles of Incorporation of the Association.
d. "Common Property" shall mean and refer to all real property and any improvements
located thereon, and all personal property, from time to time intended to be devoted to the
use and enjoyment of Members of the Association and maintained by the Association at
Common Expense. "Common Property" includes, without limitation, any easements
reserved or created by the Declarant as set forth in this Declaration or otherwise conveyed
to the Association.
e. "The Declarant" shall mean and refer to First Street Group, L.C., a Florida limited
liability company, and its successors and assigns. No successor or assignee of the
Declarant shall have any rights or obligations of the Declarant hereunder unless such rights
and obligations are specifically set forth in the instrument of succession or assignment, or
unless such rights pass by operation of law.
f. "Lot" shall mean an individual parcel of property on which one or more buildings may
be constructed.
g. "Member" shall mean and refer to each Owner who is a member of the Association.
h. "Design Guidelines" shall mean and refer to the
Towne Centre Design Control Guidelines established from time to time by the
Architectural Control Committee described in Article VI below.
i. "Owner" shall mean the owner of any Lot or Office Unit and/or Pad.
j. “Office Unit” and/or “Pad” shall mean and refer to each specific separately described
portion of a Lot upon which an office building is to be located.
k. “Restricted Common Areas” shall mean and refer to those specific areas of the Common
Property immediately surrounding individual Office Units or Pads as established by the
Architectural Control Committee at the time approval of building plans is requested by an
Owner of an Office Unit or Pad. Each designated Restricted Common Area shall be
2
primarily for the benefit of the Office Unit or Pad located within said Restricted Common
Area. The initial landscaping (including underground irrigation system) shall be the
responsibility of the Owner of the Office Unit or Pad located within each respective
Restricted Common Area. Nothing contained herein shall prohibit the Association or
Declarant, their successors or assigns from exercising any rights as owners of the
Restricted Common Areas in the fulfillment of any duties or obligations contained in this
Declaration, the Articles of Incorporation of the Association or the Bylaws of the
Association.
ARTICLE II
Structure, Powers and Duties of and Membership and Voting Rights in the Association
Section 1. Association. The Association shall be a nonprofit corporation charged with the
duties and vested with the powers prescribed by law and set forth in the Articles of
Incorporation of the Association, the BYLAWS of the Association and this Declaration.
Neither the Articles of Incorporation nor the BYLAWS shall, for any reason, be amended
or otherwise changed or interpreted so as to be inconsistent with this Declaration.
Section 2. Voting Rights. The Association shall have two (2) classes of voting membership
as set forth in the Articles of Incorporation.
Section 3. Duties, Powers and Authority of the Association. The Association shall have all
the powers of a non-profit corporation organized under the laws of the State of Florida,
subject only to such limitations upon the exercise of such powers as are expressly set forth
in the Articles of Incorporation, the BYLAWS, or this Declaration. The Association shall
have the power to do any and all lawful things which may be authorized, assigned,
required or permitted to be done by this Declaration, any Supplemental Declaration, the
Articles of Incorporation and the BYLAWS, and to do and perform any and all acts which
may be necessary or proper for, or incidental to, the exercise of any of the duties or powers
of the Association for the benefit of the Owners and for the maintenance, administration,
and improvement of the Common Property.
ARTICLE III
Property Rights
Section 1. Member’ s Easements of Enjoyment. Subject to the provisions of this
declaration, the Association, the Declarant (until the Declarant transfers ownership of the
last Lot, Office Unit and/or Pad owned by Declarant) and all Members of the Association ,
shall have a non-exclusive right, license, privilege and easement of use and enjoyment in
and to the Common Property and such rights shall be appurtenant to and shall pass with the
title to every Lot, Office Unit and/or Pad in the Property. Said rights shall include, but not
be limited to, the following:
a. Right-of-way for ingress and egress by vehicles or by persons on foot, in, through, over,
under and across the streets, roads, parking areas unless otherwise restricted and walks in
the Common Property for all lawful purposes; and
3
b. Rights and easements of drainage across storm water drainage and retention structures
and areas, and the right to connect with, maintain and make use of utility lines, wires,
pipes, conduits and cable television lines which may from time to time be in or along the
streets and roads or other areas of the Common Property; and
c. Rights to use and enjoy the Common Property for any purpose not inconsistent with this
Declaration, any applicable Supplemental Declaration, the Articles and the BYLAWS of
the Association
Section 2. Title to Common Property. The Declarant may retain the legal title to all or any
portion or portions of the Common Property until such time as it has completed
improvements thereon. The Declarant hereby covenants for itself, its successors and
assigns, that it shall convey to the Association free and clear of any mortgage lien all
Common Property no later than at such time as Declarant has conveyed to Owners fee
simple title to all of the Lots, Office Units and/ or Pads. The conveyance of the Common
Property to the Association shall be deemed to contain the following covenant which shall
run with the land, whether or not specifically set forth in said conveyance, and shall be
binding upon the Association, its successors and assigns, for so long as such property shall
remain subject to this Declaration: In order to preserve and enhance the Property values
and amenities of the Office Units, the Common Property (which includes the Restricted
Common Areas) and all landscaping and drainage and other improvements now or
hereafter built or installed thereon shall at all times be maintained in good repair and
condition by the Association; provided, however, that all irrigation systems contained
within the Restricted Common Areas shall be maintained by the respective Office Unit
Owners whose Office Pads lie within the portion of the Restricted Common Area as
immediately surrounding said Office Unit and/or Pad.
Section 3. Extent of Members’ Easements. The rights and nonexclusive easements of use
and enjoyment created hereby shall be subject to the following:
a. The Association, subject to the rights of the Declarant and the Owners set forth in this
Declaration, shall be responsible for the exclusive management and control of the
Common Property and all improvements thereon.
b. The right of the Declarant without Owner or Association approval prior to conveyance
of title to the Association, and the right of the Association thereafter, to grant or dedicate to
any Owner, to any governmental agencies and to any utility companies, and to reserve,
easements and rights-of-way, in, through, under, over and across the Common Property for
the installation, maintenance and inspection of lines and appurtenances for public or
private water, sewer, drainage, cable television, telephone, electricity, and other
utilities, and for the completion of the development. No improvement or material may be
placed upon any such easement as may damage or interfere with the installation,
maintenance and operation of utilities or that may change the direction, or affect the flow
of drainage.
c. The easements and rights of the Declarant reserved by this Declaration.
4
d. The right of an Office Unit Owner to the use and enjoyment of the specific Restricted
Common Area which immediately surrounds his Office Unit as established by the
Architectural Control Committee at the time approval of building plans is requested by an
Owner of an Office Unit or Pad.
Section 4. Easement Reserved to the Declarant Over Common Property. The Declarant
hereby reserves to itself and its successors and assigns, non-exclusive licenses, rights,
privileges and easements in, through, over, upon and under all Common Property, for the
following purposes: (1) the right to use the said Common Properties for rights-of-way and
easements to erect, install, maintain, inspect and use electric and telephone wires, cables,
conduits, sewers, water mains, pipes, telephone, and electrical equipment, gas, cable. 5
television, drainage facilities, ditches or lines, or other utilities or services and for any
other materials or services necessary or convenient for the completion, marketing, and use
and enjoyment of the Property; (2) the right to cut any trees, bushes or shrubbery, make
any grading of the soil, or take any other similar action reasonably necessary to provide
economical and safe utility installation and to maintain reasonable standards of health,
convenience, safety and appearance; (3) the right to locate thereon wells, pumping stations
and irrigation systems and lines; (4) the right and easement of ingress and egress for
purposes of development, construction and marketing; and (5) such other rights as may be
reasonably necessary to complete in an orderly and economic manner the development of
the Property; provided, however, that said reservation and right shall not be considered an
obligation of the Declarant to provide or maintain any such utility, development, or
service. The Declarant also reserves the right to connect with and make use of the utility
lines, wires, pipes, conduits, cable television, sewers and drainage and other utility lines
which may from time to time be in or along the streets and roads, or within the Common
Property or easements, or to grant such rights to others. Finally, the Declarant reserves the
right to use the Common Property in its efforts to market the Property. This Section
may not be amended without the written consent of the Declarant until such time as
Declarant no longer holds an interest in any Lot, Office Unit and/or Pad.
Section 5. Beneficiaries of Easements, Rights and Privileges. The easements, licenses,
rights and privileges established, created and granted by this Declaration are for the benefit
of the Association, the Declarant, and the Owners, all as more specifically set forth
elsewhere in this Declaration, and any Owner or the Declarant may also grant the benefit
of such easement, license, right or privilege to tenants and guests for the duration of their
tenancies or visits, but the same are not intended nor shall they be construed as creating
any rights in or for the benefit of the general public.
Section 6. Easement for Encroachments. In the event that any portion of any roadway,
walkway, parking area, driveway, water lines, sewer lines, utility lines, sprinkler system,
building or any other structure or improvement as originally constructed by an Owner
encroaches on any Common Property, it shall be deemed that the Association has granted a
perpetual easement to the Owner for the continuing maintenance and use of such
encroaching improvement or structure. The foregoing shall also apply to any replacements
5
of any such improvements or structures if same are constructed in substantial conformity
with the original structure or improvement.
ARTICLE IV
Insurance and Casualty Losses
The Board of Directors shall have the authority but not the duty to obtain insurance for
insurable improvements on the Common Property owned by it, against loss or damage by
fire or other hazards, including extended coverage, vandalism and malicious mischief, and
to obtain public liability policies covering the Association and its Members, Declarant
and/or its designee, for damage or injury caused by the negligence of the Association or
any of its Members, Declarant and/or its designee, or agents, and, if reasonably obtainable,
directors' and officers' liability insurance, and to obtain any and all other types of insurance
coverage with respect to such risks or persons as shall be deemed necessary or appropriate
by the Board of Directors. Any insurance obtained shall include such coverage, contain
such deductible provisions and be in such limits as shall be determined by the Board of
Directors. The Association shall also have the discretion to self insure against any risk.
Premiums for insurance shall be a Common Expense if for the benefit of the Association,
its officers or directors, the entire membership as a group, or relate to the Common
Property.
ARTICLE V
Covenant for Maintenance Assessments
Section 1. Creation of the Lien and Personal Obligation on Assessments.
a. Each Owner, by acceptance of a deed to any Lot or Office Unit and/or Pad, whether or
not it shall be so expressed in any such deed or other conveyance, shall be deemed to and
hereby does covenant and agree to pay to the Association: (1) annual assessments or
charges, (2) special assessments, and (3) individual assessments. Said assessments shall be
fixed, established and assessed to the owners as hereinafter provided. The assessments
together with interest thereon, late charges, lien charges and costs of collection thereof,
including court costs and reasonable attorneys' fees (including fees and costs upon appeal),
shall be a charge and a continuing lien upon the Lot, Office Unit and/or Pad against which
each such assessment is made from the date on which each such assessment is due. Each
such assessment, together with interest, late charges, lien charges, costs and attorneys' fees,
as herein provided, shall also be the personal obligation of the Owner of such Lot or Office
Unit and/or Pad at the time the assessment fell due.
b. Exempt Property. The Common Property shall be exempt from the assessments, charges
and liens created herein. Except as set forth in this subsection, no land or improvements in
the Property shall be exempt from assessments, charges or liens. No owner may avoid the
obligation for the payment of assessments by virtue of non-use or abandonment of the
Common Property. All Office Units shall be subject to the assessments, except an Office
Unit upon which an office building has not yet been constructed shall not be subject to that
portion of the assessment attributable to Restricted Common Area maintenance of the
improved Office Units.
6
Section 2. Purpose of Assessments. The assessments levied by the Association may be
used for the purpose of promoting the health, safety, and welfare of the lands and owners
in the Property, for the performance by the Association of its duties and the exercise of the
powers conferred upon it, for the improvement and maintenance of properties, services and
facilities which have been or will be constructed, installed or furnished upon, and which
are devoted to the purpose and related to the use and enjoyment of, the Common Property,
and for such other purpose as may be deemed desirable or appropriate from time to time by
the Board of Directors, including but not limited to:
a. Payment of operating expenses of the Association; and
b. Lighting, improvement and beautification of access ways and easement areas (whether
dedicated to the public or private), and the acquisition, maintenance, repair and
replacement of project identification signs, directional markers and traffic control devices,
parking, entry features, and the costs of controlling and regulating traffic on the access
ways if not maintained by a public body; and
c. To pay all real and personal property taxes and assessments (if any) separately levied
upon or assessed against the Association or the Common Property. Such taxes and
assessments may be contested or compromised by the Association. It is the intent of this
Declaration that, inasmuch as the interest of each Owner to use and enjoy the Common
Property constitutes an interest in real property on a proportionate basis appurtenant to
each benefitted Lot, Office Unit and/or Pad, the value of the interest of each owner in such
property shall be included in the assessed value of each Lot or Office Unit; and
d. Management, maintenance, improvement and beautification of landscaping, fencing
and storm water drainage and retention features on Common Property; and
e. Repayment of deficits previously incurred by the Association, if any, in making capital
improvements to or upon the Common Property, and in furnishing services to or for the
Members and maintenance of Restricted Common Area’ s grass, landscaping, trees and
shrubs; and
f. Repair and maintenance of all streets, parking and roadways situated upon the Common
Property, which have not been dedicated to any governmental unit; and
g. Funding of appropriate reserves for future repair and replacement; and
h. Doing any other thing necessary or desirable in the judgment of said Association to keep
the Common Property neat and attractive or to preserve or enhance the value thereof, or to
eliminate fire, health or safety hazards, or which, in the judgment of the said Association,
may be of benefit to the Owners or occupants of the Property.
Section 3. Determination of Assessments.
7
a. Operating Budget. It shall be the duty of the Board, by majority vote, at least forty-five
(45) days prior to the end of the Association's fiscal year, to prepare and approve a budget
covering the estimated costs of operating the Association during the coming year,
including but not limited to operational items such as overhead and indirect costs,
insurance, utilities, taxes, repairs, reserves, maintenance and other operating expenses, as
well as charges to cover any deficits from prior years, and such capital improvements
budget items as approved by the Board pursuant to Subsection (b) below.
b. Capital Budget. The Board of Directors shall annually prepare a capital budget which
shall take into account the number and nature of replaceable assets, the expected life of
each asset, and the expected repair or replacement cost. The Board shall set the required
annual capital contribution, if any, in an amount sufficient to permit meeting the projected
capital needs of the Association, as shown on the capital budget, with respect to both
amount and timing. The annual capital contribution required shall be fixed by the Board
and included within the annual operating budget and assessments. A copy of the capital
budget shall be distributed to each Member as an Appendix to the operating budget.
Additionally, new capital improvements in the budget shall be approved not by the Board
of Directors, but by a majority of the Members by separate written ballot.
c. Adoption of Budget. The Board shall cause a copy of the budget and the projected
assessments to be levied for the following year, to be delivered to each Member at least
forty-five (45) days prior to the end of the Association's fiscal year. In the event the
proposed budget reflects an increase in assessments greater than 15% over the previous
year, such increase shall not be effective until approved at a special meeting of the
Members held on or before thirty (30) days after the proposed budget and assessments are
mailed to the Members, by a vote of a majority of the Class A membership of the
Association. In the event that the membership does not approve the proposed budget for
the succeeding year, or in the event the Board shall fail to propose a budget, then and until
such time as a new, acceptable budget shall have been determined, the budget in effect for
the preceding year shall continue for the succeeding year.
d. Allocation of Assessments Among Parcels. The total expenses reflected in the Operating
Budget of the Association shall be assessed against all Lot and Office Unit and/or Pad
Owners in proportions based upon the square footage of land in each Lot, or allocated to
each Office Unit and/or Pad square footage of land pro rata to the total square footage of
the Property subject to assessment.
e. Adjustment of Assessments to reflect Varying Levels of Services. In determining
assessments payable by the Owners, the Board of Directors may in its discretion allocate
the varying cost components of the budget among the Owners affected or benefitted to
reflect varying levels of services to different Owners; for example but not by way of
limitation, the Board of Directors may elect to allocate the assessments for parking lot
maintenance, refuse collection and retention basin maintenance to those lots benefitting
from the use of these areas and services, except assessments for landscaping and yard
maintenance and other maintenance attributed exclusively to the Restricted Common Areas
shall not be attributed to undeveloped Office Unit sites.
8
Section 4. Special Assessments.
a. Special Assessments. In addition to the annual assessments established pursuant to
Section 3 hereof, the Board of Directors may levy at any time a special assessment for the
purpose of defraying, in whole or in part, the cost of any construction or reconstruction,
unexpected repair or replacement of a capital improvement upon the Common Property,
including the necessary fixtures and personal property related thereto, for the purpose of
covering any insufficiency of assessments to fund the actual monetary needs of the
Association over and above the budgeted annual assessments, or for any other use or
purpose deemed desirable or appropriate by the Board of Directors; provided, however,
that any such special assessment shall have the approval of a majority of the votes of the
Members who are in attendance and voting in person or by proxy at a meeting duly called
for said purpose. The Board of Directors shall determine the date when such special
assessment is to be paid.
b. Individual Assessment. The Association may levy an individual assessment upon any
Lot, Office Unit and/or Pad Owner to cover the costs incurred by the Association due to
that owner's failure to maintain its Lot, Office Unit and/or Pad pursuant to the standards set
forth in this Declaration, or to reimburse the Association for any damage to any Common
Property, caused by any owner or its lessee or invitee, or for any other purpose permitted
by this Declaration or any supplemental Declaration.
Section 5. Date of Commencement of Assessments; Initial Annual Assessment; Due Dates.
The annual assessments provided for herein as to the Property shall be due and payable
quarterly, in advance.
Section 6. Certificate of Payment. Upon request, the Association shall furnish to any owner
a certificate signed by an officer of the Association setting forth whether said assessment
has been paid. Such certificate shall be conclusive evidence in favor of third parties of
payment of any assessment therein stated to have been paid.
Section 7. Effect of Non-Payment of Assessment. If any assessment or installment thereon
is not paid within fifteen (15) days after the due date, same shall bear interest from the date
due at the highest rate allowed by Florida law or at such lesser rate as may be determined
by the Board. The Association shall have the right to file and foreclose a Claim of Lien
against any Lot, Office Unit and/or Pad in the amount of the unpaid assessment.
The Association may bring an action at law for collection against the Owner personally
obligated to pay the assessment and/or to foreclose the lien against the Lot, Office Unit
and/or Pad and improvements, and there shall be added to the amount of such assessment
the aforesaid interest, late charges, if any, costs of collection and court costs, and
reasonable attorneys' fees, including court costs and attorney's fees upon appeal,
and the said costs of collection shall be recoverable whether or not suit be brought. Costs
of collection shall include not only costs of a legal action or legal representation, but shall
include costs incurred by the Association for collection. If it becomes necessary for the
Association to file a claim of lien against any Lot, Office Unit and/or Pad, a lien fee in an
amount set by the Board of Directors may be charged by the Association. Such lien fee
shall be added to the unpaid assessment and same shall be secured by the lien hereby
9
created. The Board of Directors may establish a late fee for any assessment not paid within
ten (10) days of its due date. Such lien shall be effective upon filing in the public records
of County and shall be prior to all other liens thereafter created
except taxes or assessments levied by governmental authority, and except as to the lien of
any mortgage as hereinafter provided in Section 8. The personal obligation of the then
owner to pay such assessment, however, shall remain his personal obligation for the
statutory period and shall not pass to his successors in title unless expressly assumed by
them, but no such assumption shall relieve any owner personally obligated hereby for
delinquent assessments from such Owner's personal liability therefor.
Section 8. Subordination of the Lien to Certain Mortgages. The lien of the assessments
provided for by this Declaration shall be subordinate to the lien of any mortgage or
mortgages now or hereafter placed upon any Lot, Office Unit and/or Pad and held by a
commercial or savings bank, savings and loan association, trust company, credit union,
industrial loan association, insurance company, pension fund, or business trust,
including but not limited to a real estate investment trust, any other lender regularly
engaged in financing the purchase, construction, or improvement of real estate, or any
assignee of loans made by such lender, or any private or governmental institution or
agency which has insured the loan of any such lender, or any combination of any of the
foregoing entities, or any of same constituting an institutional mortgagee; provided,
however, that a sale or transfer of any Lot, Office Unit and/or Pad pursuant to a decree of
foreclosure, or pursuant to any proceeding in lieu of foreclosure, shall not relieve such Lot,
Office Unit and/or Pad from liability for any assessments which thereafter become due, nor
from the lien of any subsequent assessment. Said assessment liens, however, shall be
subordinate to the lien of any such mortgage or mortgages hereafter placed upon the Lot,
Office Unit and/or Pad subject to assessment, and no mortgagee shall be responsible for
the collection of assessments from an Owner.
ARTICLE VI
Architectural Control
Section 1. Architectural Control; ACC . All improvements on the Property are subject to
architectural and environmental review. This review shall be in accordance with this
Article, the requirements of the City of land development
regulations, and the Design Control Guidelines. No site work, landscaping, utilities
extensions, drainage improvements, paving, building, fence, wall or any other physical or
structural improvement, or change or alteration to the exterior of any existing structures or
improvements, or to any existing landscaping, shall be commenced, erected or maintained
until the plans and specifications showing the nature, size, workmanship, design, signs,
shape, finished grade elevation, height, materials and color of the same, together with a
detailed landscape plan and a plot plan showing the location relative to boundaries and
adjacent improvements of such proposed improvements or changes, shall have been
submitted to and approved in writing by the Architectural Control Committee (the “ACC”)
as to consistency with Design Control Guidelines , location in relation to surrounding
structures, and drainage features and topography. The above approvals also shall apply to
10
remodeling, re-painting, re-roofing and re-landscaping. The ACC shall promulgate and
revise from time to time the Design Control Guidelines. The Design Control Guidelines
shall be set forth in writing and made available to all builders doing business in the
Property, and to all Members and prospective members of the Association. Each applicant
for approval shall have the burden to know and comply with the appropriate criteria. The
Design Control Guidelines may include any and all matters considered appropriate by the
ACC not inconsistent with the provisions, of this Declaration, including without limitation,
landscaping, site, building, parking, lighting, signage, fence design and recreational
improvements. So long as the Declarant owns any lands subject to this Declaration, the
Declarant shall be entitled to appoint all members of the ACC. Thereafter, the ACC shall
be comprised of three persons, who shall be appointed by the Board of Directors. The
members of the ACC shall not be required to be owners. The concurrence of a majority of
the members of the ACC shall be required for any decision of the ACC. The conclusion
and opinion of the ACC shall be binding. If in its opinion, for any reason, including purely
aesthetic reasons, the ACC should determine that any proposed improvement, alteration,
etc., is not consistent with the Design Control Guidelines, such alteration or improvement
shall not be made.
Section 2. Approval or Disapproval. Approval of the plans and specifications may be
withheld not only because of noncompliance with any of the specific conditions, covenants
and restrictions contained in this Declaration, but also by virtue of the reasonable
dissatisfaction of the ACC with the location of the structure, the elevation, the color
scheme, the finish, design, proportions, architecture, drainage plan, shape, height, style
and appropriateness of the proposed structures or altered structures, the materials used
therein, the planting, landscaping, size, height or location of vegetation on the property,
fences, enclosures, mail boxes, or because of its reasonable dissatisfaction with any or all
other matters or things which, in the reasonable judgment of the ACC, will render the
proposed item of improvement inharmonious or out of keeping with the Design guidelines.
Three (3) sets of plans, specifications and plot plans (collectively the "Plans") shall be
submitted to the ACC by the owner prior to applying for a building permit. The ACC shall
provide a written receipt for the plans by an authorized agent of the ACC. Plans and
resubmittals thereof shall be approved or disapproved within thirty (30) days after receipt
by the ACC. Failure of the ACC to respond in writing to a submittal or re-submittal of
Plans within such period shall be deemed to be an approval of the Plans as submitted or
resubmitted. The ACC approval or disapproval, as required by this Declaration, shall be in
writing and shall accompany two (2) copies of the Plans to be returned to the Owner. The
remaining copy of the Plans shall become the property of the ACC. Whenever the ACC
disapproves plans and specifications, the disapproval shall be accompanied by a written
outline of the reason or reasons for such disapproval.
Section 3. Violations; Waiver. The work must be performed strictly in accordance with the
Plans as submitted and approved. If after the Plans have been approved, the improvements
are altered, erected, or maintained upon the Property otherwise than as approved by the
ACC, such alteration, erection and maintenance shall be deemed to have been undertaken
without the approval of the ACC having been obtained as required by this Declaration.
After the expiration of one (1) year from the date of completion of any improvement,
11
addition or alteration, said improvement shall, in favor of purchasers and encumbrances
made in good faith and for value, be deemed to comply with all of the provisions hereof,
unless a notice of such noncompliance executed by any member of the ACC shall appear
of record in the office of the Clerk of the Circuit Court of
County, Florida, or legal proceedings shall have been instituted to enforce compliance with
these provisions. Upon approval of the ACC, it shall be conclusively presumed that the
location and exterior configuration of any building, structure or other improvement placed
or constructed in accordance with the approved Plans does not violate the provisions of this
Declaration. The approval of the ACC of any Plans submitted for approval as herein
specified shall not be deemed to be a waiver by the ACC of its rights to object to any of the
features or elements embodied in such Plans if or when the same features or elements are
embodied in any subsequent Plans submitted. Approval by ACC does not relieve the
Owner of the responsibility of obtaining all other necessary approvals and permits from
various agencies and authorities and from complying with all applicable codes and
ordinances, nor shall its approval be deemed approval of any plan or design from the
standpoint of structural safety or conformance with building or other codes.
Section 4. Variances. The ACC may authorize variances from including without limitation
restrictions placement of structures, or similar restrictions,, when circumstances such as
topography, natural obstructions, existing or environmental considerations may require.
Such variances must be evidenced in writing and must be signed by at least two (2)
members of the ACC and shall be effective upon delivery to the Owner. If such variances
are granted, no violation of this Declaration shall be deemed to have occurred with respect
to the matter for which the variance was granted. The granting of such a variance shall not
operate to waive any of the terms and provisions of this Declaration or the Design
Guidelines for any other purposes than the particular provision covered by the variance,
nor shall it affect in any way the Owner's obligation to comply with all governmental laws
and regulations affecting the use of the Owner's Lot, Office Unit and/or Pad , including but
not limited to zoning ordinances and setback requirements imposed by the appropriate
governmental authority.
Section 5. Waiver of Liability. Neither the Declarant, the ACC, any member of the ACC,
the Association, nor any of their representatives shall be liable in damages to anyone
submitting Plans for approval or to any owner or occupant of the Property by reason of
mistake in judgment, negligence or nonfeasance arising out of or in connection with the
approval of, disapproval of or failure to approve any Plans. Every person who submits
Plans for approval agrees, by submission of such Plans, and every owner or occupant of
any Lot, Office Unit and/or Pad agrees, by acquiring title thereto or an interest therein, that
it will not bring any action, proceeding or suit to recover any such damage. Approval of
any Plans, and any other approvals or consents pursuant hereto or otherwise, is given
solely to protect the aesthetics of the Property; and shall not be deemed a warranty,
representation or covenant that such buildings, improvements, landscaping or other action
taken pursuant thereto or in reliance thereof comply with, or are not in violation of any
applicable laws, codes, rules or regulations. The Declarant, the ACC, the Association or
any agent thereof, shall not be responsible in any way for any defects in any Plans revised
or approved in accordance with the requirements of the ACC, or for any structural or other
12
defect in any work done according to such Plans. This Article may not be amended without
the Declarant's written approval so long as the Declarant owns any Lot, Office Unit and/or
Pad.
Section 6. Enforcement of Planning Criteria. The Declarant or the Board of Directors shall
have the standing and authority on behalf of the Association to enforce in courts of
competent jurisdiction the Design Control Guidelines and the decisions of the ACC.
Should the Declarant or the Association be required to enforce the provisions hereof by
legal action, the reasonable attorneys' fees and costs incurred, whether or not judicial
proceedings are involved, including the attorneys’ fees and costs incurred on appeal from
judicial proceedings, shall be collectible from the violating owner. Should any Owner fail
to comply with the requirements hereof after thirty (30) days written notice, the Declarant
or the Association shall have the right to enter upon the Owner's property, make such
corrections or modifications as are necessary, or remove anything in violation of the
provisions hereof or the Design Control Guidelines, and charge the cost thereof to the
Owner. The Declarant and the Association, or their agents or employees, shall not be liable
to the Owner or to any occupant or invitee of any owner for any trespass or damages or
injury to property or person unless caused by gross negligence or intentional wrongdoing.
Section 7. Term of Approval. Approval by the ACC shall be effective for a period of one
(1) year from the date the approval is given, or one (1) year from the expiration of the
thirty (30) day period specified in Section 2 hereof where approval is not expressly granted
or denied. If construction has not, commenced within the said one (1) year period, the
approval shall expire and no construction shall thereafter commence without written
renewal of such prior approval. The ACC shall establish reasonable time limitations for the
completion of any improvements approved by the ACC.
ARTICLE VII
Maintenance
Section 1. Owner's Responsibility; Default. It shall be the affirmative duty of each owner
at all times to keep and maintain the improvements, landscaping and stormwater drainage
and retention improvements located on and serving to drain only its Lot, Office Unit and/or
Pad and the Restricted Common Area surrounding its Office Unit in good and presentable
condition and repair consistent with the approved plans and specifications therefor. The
Association shall have the right to provide maintenance upon any Lot, Office Unit and/or
Pad and improvements thereon in the event of default by any owner in that Owner's duties
hereby imposed; subject, however, to the following provisions. Prior to performing any
maintenance on an Owner's property, the Board of Directors, or a committee appointed by
the Board of Directors, shall determine that same is in need of repair, or maintenance and
is detracting from the overall appearance of the Property. Except in the event of an
emergency, prior to commencement of any maintenance work, the Board of Directors must
furnish fifteen (15) days prior written notice to the owner at the last address listed in the
Association's records for said Owner notifying the owner that unless certain specified
repairs or maintenance are commenced within said fifteen (15) day period and thereafter
13
diligently pursued to completion, the Association may procure said repairs and charge
same to the Owner. Upon the failure of the owner to act within said period of time and to
thereafter diligently pursue repairs or maintenance, the Association shall have the right to
make such necessary repairs, or maintenance as is specified in the written notice. In this
connection, the Association shall have the right to do such things as, but not limited to,
paint, repair, replace and care for roofs, gutters, downspouts and exterior building surfaces,
clean or resurface paved access ways and parking areas, trim and care for trees, shrubs,
grass, walks, swales, berms and other landscaping, and drainage improvements, as well as
to provide general cleanup, and removal of debris which in the opinion of the Association
detracts from the overall beauty and setting of the Property The Declarant and the
Association, or their agents or employees, shall not be liable to the Owner for any trespass
or damages or injury to the property or person of the Owner or the occupants or invitees of
the affected parcel or improvements thereon unless caused by gross negligence or
intentional wrongdoing.
Section 2. Access at Reasonable Hours. For the purpose of performing the repairs or
maintenance authorized by this Article, the Association, through its duly authorized agents,
contractors or employees, shall have the right to enter upon any owners' property and the
exterior of any improvements thereon during reasonable hours on any day except Sundays
and holidays, except that in an emergency situation, as determined by the Board of
Directors, entry may be made on any day and at any hour.
Section 3. Association Maintenance Responsibility. The Association shall maintain and
keep in good repair the Common Property, and all improvements thereon. said
maintenance obligation shall be deemed to include but not be limited to maintenance
(subject to the insurance and casualty loss provisions contained herein) of all utility lines,
pipes, wires, glass, conduits, structures, systems, trees, fences, shrubs, grass, streets,
parking spaces, walks, retention, detention and drainage areas, service roads, signage, and
other improvements situated upon the Common Property or city owned drainage basins
and road rights of way. Each Lot, Office Unit and/or Pad Owner shall be responsible for
removing and replacing dead or dying trees and shrubs and grasses on its property. The
Association shall also maintain in the Restricted Common Areas, the edging, weeding,
cutting, fertilizing and spraying of grassed areas; and the trimming, mulching, spraying and
pruning of all landscaped areas. Each Office Unit Owner shall be responsible for removing
and replacing dead or dying trees and shrubs and grasses in the Restricted Common Area
immediately surrounding his Office Unit as designed on the ACC approved site plan for
said Office Unit. The Office Unit Owner shall also be responsible for maintaining the
irrigation system in the Restricted Common Area within which his Office Unit is located.
Section 4. Damage to Common Property. If Declarant or an Owner causes damage to any
portion of the Common Property, such damage shall be repaired by the responsible party
within a reasonable amount of time.
Section 5. Assessment of Cost. The cost of the repair or maintenance referred to in
Sections 1 and 4 shall be assessed as an individual assessment against the Owner of the
affected Lot, Office Unit and/or Pad and shall be secured by a lien upon the affected Lot,
14
Office Unit and/or Pad and shall also constitute a personal obligation of the Owner. The
individual assessment shall be collectible along with interest at the highest rate allowed by
law from date of expenditure to date of payment by the owner, and costs of collection and
attorneys' fees, in the same manner as delinquent annual assessments.
ARTICLE VIII
Restrictive Covenants
The Property shall be subject to the following restrictions, reservations and conditions
which shall be binding upon each and every owner and its heirs, personal representatives,
tenants, invitees, successors, and assigns, as follows:
Section 1. Water and Sewage Facilities. No individual water supply system or individual
sewage disposal system shall be permitted on any Lot, Office Unit and/or Pad . This
section does not restrict the right of any owner to install, operate and maintain a water well
for use only for air conditioning/heating, and irrigation purposes.
Section 2. Drainage Facilities. Each Owner will comply with the master drainage plan
approved for the Property by the Suwannee River Water Management District.
Section 3. Landscaping. Irrigation and landscaping on each Lot, Office Unit and/or Pad or
Restricted Common Area, and stormwater drainage and retention features located on and
serving only a specific Lot, Office Unit and/or Pad shall be continuously maintained in
good, aesthetically pleasing condition by the Owner of the Office Unit thereon. All
landscaped and grassed areas in each Restricted Common Areas and Lot, Office Unit
and/or Pad shall be watered by means of an automatic underground sprinkler system which
shall be employed so as to keep all vegetation in excellent condition. The ACC may waive,
alter or amend this requirement based upon changes in water usages and landscaping
materials. Landscaping as approved by the ACC shall be installed within thirty (30) days
of occupancy or substantial completion of any buildings, whichever occurs first.
Section 4. Obnoxious or Offensive Activity. No obnoxious or offensive activity shall be
allowed on the Property, nor shall any use or practice be allowed which is a source of
annoyance, embarrassment or discomfort to owners or their tenants or invitees, or which
interferes with the peaceful possession and proper use and enjoyment of the Property, nor
shall any improper, unsightly, offensive or unlawful use be made of any Lot, Office Unit
and/or Pad or of the Common Property, and all laws, zoning ordinances, and regulations of
all governmental bodies having jurisdiction shall be observed. The use, enjoyment and
occupancy of the Property shall be in such a manner so as not to cause or produce any of
the following effects discernible outside buildings located thereon or affecting the
adjoining property or any portion or portions thereof; excessive noise, smoke, dust, dirt or
fly ash; unusual fire or explosive hazards; or vibration or light.
Section 5. Garbage and Trash. No trash, garbage or other waste material or refuse shall be
placed or stored on any part of the Property except in areas approved by the Board of
Directors in accordance with specifications so established.
15
Section 6. Storage Receptacles. No fuel tanks or similar storage receptacles may be
exposed to view. Any such storage items or tanks must be buried underground, and shall
otherwise comply with standards established from time to time by the Board of Directors,
the ACC and governmental regulations.
Section 7. Vehicles and Repair. No inoperative cars, motorcycles, trucks or other types of
vehicles shall be allowed to remain either on or adjacent to any Lot, Office Unit and/or Pad
for a continuous period in excess of twenty-four (24) hours. No campers, mobile homes,
motor homes, boats, house trailers, boat trailers, or trailers of every other description may
be stored on the Property without the approval of the ACC. The only exception is during
the periods of approved construction on the Property . This prohibition of parking shall not
apply to temporary parking of trucks and commercial vehicles, such as pickup, delivery,
and other commercial services. Additional rules and regulations regarding parking, use,
repair and storage of vehicles on the Property may be promulgated from time to time by
the Board of Directors.
Section 8. Structures. No building or structure of a temporary character, including trailers,
tents and shacks shall be permitted on the Property; provided, however, temporary
improvements used solely during the construction of the approved permanent
improvements shall be permitted if approved by the ACC but shall be removed
immediately upon completion of such construction.
Section 9. Signs. No signs, advertisements, billboards, solicitation or advertising structures
of any kind shall be erected, modified or maintained on a Lot, Office Unit and/or Pad, or
on the Property, unless prior written approval of the ACC is obtained; Provided, however,
reasonable street numbers and one sign containing not more than twelve (12) square feet
on surface area per side (2 sides maximum) and used solely in connection with the
marketing of a Lot, Office Unit and/or Pad for sale shall be permitted without prior
approval. The restrictions of this section shall not apply to the Declarant.
Section 10 . Air Conditioning Equipment. No air conditioning equipment which is not
screened shall be permitted on the Property unless approved by the ACC. The ACC may
prohibit window air conditioning units altogether or impose stricter standards.
Section 11. Antenna. No outside antenna, including without limitation any television,
radio, microwave or dish antenna, shall be erected, used or maintained on the Property
without the prior written approval of the ACC.
Section 12. Completion of Construction. After commencement of construction of any
improvements on a Lot, Office Unit and/or Pad, the Owner shall diligently prosecute the
work thereon, to the end that the improvements shall not remain in a partly finished
condition any longer than reasonably and normally necessary for completion thereof. The
owner of the Lot, Office Unit and/or Pad on which improvements are being constructed
shall at all times keep streets and parking contiguous to the Lot, Office Unit and/or Pad and
16
the abutting Common Property free from any dirt, mud, garbage, trash or other debris
which might be occasioned by construction of the improvements.
Section 13. Excavation. No clearing or excavation shall be made except in connection with
the construction, maintenance or repair of an improvement; and upon completion thereof
exposed openings shall be backfilled, and disturbed ground shall be leveled, graded and
sodded, as provided on the approved Plans.
Section 14. Utility Service. No "service lines" shall be constructed, placed or maintained
anywhere in or upon the Property unless the same shall be contained in conduits or cables
constructed, placed and maintained underground or concealed in, under or on buildings or
other approved improvements; provided electrical transformers may be permitted if
properly screened and approved by the ACC. Nothing herein shall be deemed to forbid the
erection and use of temporary power or telephone service poles incident to the
construction of approved improvements. The foregoing shall not apply to "transmission
lines" now or hereafter existing on the Property . As used herein, the term "service line"
shall include lines, wires, or other devices for the communication or transmission of
electric current or power on any site or part thereof, including without limitation telephone
and television signals. As used herein, the term "transmission line" shall include
such master lines, wires, etc. as transmit the current or power to the Lot or parts thereof,
and from which the "service lines" run.
Section 15. Mailboxes. No mailboxes or newspaper boxes shall be permitted on the
Property unless and until approved by the ACC, and subject to such requirements as may
be imposed by the ACC.
Section 16. Trees. Living trees measuring eight (8") inches or more in diameter shall not be
cut down or removed from the Property without the prior written consent of the ACC
unless the trees are located within five (5') feet of a proposed building as approved by the
ACC.
Sections 17. Fences. No fences shall be erected without prior ACC approval.
Section 18. Rights of the Declarant. The Declarant and its designee has the right to
maintain upon a portion of the Property sales, administrative, construction or other offices,
signs and other promotional equipment and apparatus which shall not be subject to
assessment.
Section 19. Ordinance Restrictions. No improvements of any kind shall be constructed or
placed upon the Property, and no uses shall be permitted on the Property except as
authorized and permitted by all local ordinances, building codes and land development
regulations affecting the subject property.
ARTICLE IX
17
Amendment by Declarant
The Declarant, as long as Declarant owns a Lot, Office Unit and/or Pad or any portion of a
Lot , Office Unit, and/or Pad, reserves and shall have the sole right to (a) amend this
Declaration for the purpose of curing any ambiguity or any inconsistency between the
provisions contained herein; (b) include in any contract or deed or other instrument
hereafter made any additional covenants and restrictions applicable to any Lot,
Office Unit and/or Pad which do not lower the standards of the covenants and restrictions
herein contained; (c) release any Lot, Office Unit and/or Pad from any part of the
covenants and restrictions contained herein which have been violated if the Declarant, in
its sole judgment, determines such violation to be a minor or insubstantial violation; (d)
amend this Declaration without vote or consent of the Owners in any manner which
does not adversely affect the substantive rights of an existing Owner or mortgagee so long
as such amendment does not change the original scheme or plan of development; and (e) to
amend this Declaration during the first two (2) years after same has been recorded to
comply with the request of any mortgagee referred to in Section 8 of Article V. The
foregoing amendments may be made without the joinder or approval of any Owner,
mortgagee, or the Association.
ARTICLE X
Additional Covenants and Restrictions
No Owner, without the prior written approval of the Declarant for so long as the Declarant
owns any Lot, Office Unit and/or Pad, or portion of a Lot, Office Unit and/or Pad, and
thereafter without the prior written approval of the Board of Directors may impose any
additional covenants or restrictions on any part of the Property.
ARTICLE XI
Amendment
Except as to provisions relating to amendments set forth herein regarding certain
specific items and the method of amending or altering same, any other provisions,
covenants, or restrictions set forth herein may be amended in accordance with this
provision. The holders of at least two-thirds (2/3) of the votes in the Association, without
regard to class, may change or amend any provision hereof (1) by executing a written
instrument in recordable form setting forth such amendment, or (2) by causing a certified
copy of a duly adopted resolution of the owners to be prepared, and having the same duly
recorded in the public records of County, Florida. A
proposed amendment may be initiated by the Declarant, the Association, or by petition
signed by thirty (30%) percent of the owners. If a proposed amendment is to be adopted by
vote, a written copy of the proposed amendment shall be furnished to each Owner at least
thirty (30) days but not more than ninety (90) days prior to the meeting to discuss the
proposed amendment. If adopted by vote, the affirmative vote required for adoption shall
be two thirds (2/3) of the votes of the owners, without regard to class. Owners not present
in person or by proxy at the meeting considering the amendment may express their
approval or disapproval in writing, providing such approval or disapproval is delivered to a
18
member of the Board of Directors at or prior to the meeting. The recorded certificate shall
contain a recitation that notice was given as above set forth and said recitation shall be
conclusive as to all parties, and all parties of any nature whatsoever shall have full right to
rely upon said recitation in such recorded certificate. The amendment shall be effective
upon recordation of the executed amendment or the certified copy of the duly adopted
resolution among the public records of County.
Notwithstanding the foregoing, no amendment may be made under the terms of this Article
to increase or create additional assessments, fees or charges applicable to any Lot, Office
Unit and/or Pad or Member or to modify the provisions of Article V, Sections 3 or 4
above, without the prior approval of at least two-thirds (2/3) of the votes of Members other
than Declarant. So long as the Declarant shall own any Lot, Office Unit and/or Pad, no
Declarant related amendment shall be made to this Declaration, or the Articles or
BYLAWS of the Association unless such amendment is first approved in writing by the
Declarant. Any amendment shall be deemed to be Declarant related if it does any of the
following:
a. Directly or indirectly by its provisions or in practical application relates to the Declarant
in a manner different from the manner in which it relates to other owners.
b. Modifies the definitions provided for by Article I of this Declaration in a manner which
alters the Declarant's rights or status.
c. Alters the character and rights of membership as provided in the Articles of
Incorporation or affects or modifies in any manner whatsoever the rights of Declarant as a
Member.
d. Alters any previously recorded or written agreement with any public or quasi-public
agencies, utility company, political subdivisions,, public authorities or other similar
agencies or bodies, respecting zoning, streets, roads, drives, easements or facilities.
e. Denies the right of the Declarant to convey Common Property to the Association .
f. Modifies the basis or manner of assessment as applicable to the Declarant or any lands
owned by the Declarant.
g. Alters or repeals any of the Declarant's rights or any provision applicable to the
Declarant's rights as provided for by any provision of this Declaration or any Supplemental
Declaration.
ARTICLE XII
Duration and Termination
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 Declarant, the Association and any
Owner of any land subject to this or any Supplemental Declaration, their respective legal
19
representatives, heirs, successors and assigns, for a term of ten (10) years from the date this
Declaration is recorded, after which time said covenants shall be automatically extended
for successive periods of ten (10) years. This Declaration may be terminated at any time by
recordation of an instrument signed by the then holders of eighty percent (80%) of the
votes in the Associationand with all mortgagees agreeing to terminate said covenants and
restrictions.
ARTICLE XIII
Enforcement
Section 1. Remedies. If any person or entity shall violate or attempt to violate any of these
covenants or restrictions, it shall be lawful for the Declarant, or any owner or the
Association (a) to prosecute proceedings for the recovery of damages against those so
violating or attempting to violate any such covenant or restriction, or (b) to maintain a
proceeding in any court of competent jurisdiction against those so violating or attempting
to violate any such covenant or restriction, for the purpose of preventing, or enjoining all
or any such violations or attempted violations. The remedies contained in this provision
shall be construed as cumulative of all other remedies now or hereafter provided by law or
this Declaration. The failure of the Declarant, its successors or assigns, or the Association
or an owner, to enforce any covenant or restriction or any obligation, right, power,
privilege, authority or reservation herein contained, however long continued, shall in no
event be deemed a waiver of the right to enforce the same thereafter as to the same breach
or violation, or as to any other breach or violation thereof occurring prior to or subsequent
thereto.
Section 2. Severability. The invalidation of any provision or provisions of the covenants
and restrictions set forth herein by judgment or court order shall not affect or modify any
of the other provisions of these covenants and restrictions which shall remain in full force
and effect.
Section 3. Lessees to Comply with Declaration, Articles and BYLAWS - Effect on Non-
Compliance. All tenants of the Property or any portion of it shall be subject to the terms
and conditions of this Declaration, the BYLAWS and the Articles of Incorporation of the
Association, and the rules and regulations promulgated thereunder as though such tenants
were Owners. Each Owner agrees to cause his lessee, occupant, and employees to comply
with this Declaration, the BYLAWS, Articles and the rules and regulations promulgated
thereunder, and each Owner is responsible and liable for all violations and losses caused by
such Lessees or occupants notwithstanding the fact that such occupants are also fully liable
for any violation of this Declaration, the BYLAWS, Articles and the rules and regulations
promulgated thereunder. In the event that a lessee ' occupant, or employee of the lessee
violates a provision of the Declaration, BYLAWS, Articles or rules and regulations
adopted pursuant thereto, the Board of Directors shall have the power to bring an action or
suit against the l
