HomeMy WebLinkAboutTab 39 - Imperial Capital Group LLCSPECIAL AREA PLAN APPLICATION
DISCLOSURE OF OWNERSHIP
1. List the owner(s) of the subject property and percentage of ownership. Note: The Miami City Code
requires disclosure of all parties having a financial interest, either direct or indirect, with respect to a
presentation, request or petition. Accordingly, disclosure of shareholders of corporations,
beneficiaries of trusts, and/or any other interested parties, together with their address(es) and
proportionate interest are required. Please supply additional lists, if necessary.
Owner's Name(es) IMPERIAL CAPITAL GROUP, LLC (entity was formerly named Vimpel Capital, LLC)
Percentage of Ownership See attached corporate ownership chart.
Subject Property Address(es) 370 NE 60th Street; 5972 & 5974 NE 4th Avenue
2. List all street address(es) and legal description(s) of any property located within 500 feet of the
subject property owned by any and all parties listed in question #1 above. Please supply additional
lists, if necessary.
Street Address(es):
N/A
NEISEN O. KASDIN, its Attorney
Owner(s) or Attorney Name
STATE OF FLORIDA -- COUNTY OF MIAMI-DADE
Legal Description(s):
,1� !
Owner(s) or Attorney Signature
The foregoing was acknowledged before me this day of
20 , by / L
who is a(n) individual/partner/agent/corporation of �. L ,F ' a(n)
individual/partnership/corporation. 'HetShe is personally known to me or who has produced
as identification andwho did (did not) take an oath.
(Stamp)
RY PUBli MARIA GONZALEZ
* MY COMMISSION A FF 909142
EXPIRES: October 22, 2019
7SOF Fx.e Bonded Thru Budget Notary Services
Signature
1-71
Rev. 07-2013
7
IMPERIAL CAPITAL GROUP, LLC
OWNERSHIP CHART
Mike Zoi
7000 Island Blvd., Apt. 406
Aventura, FL 33160
50%
Valentin Bukhtayarov
c/o Ariannol (Nominees)
Limited
Road Town, Castle Court
P.O. Box 3200
Tortola, British Virgin Islands
100%
•
Azurenik Limited,
a Cyprus company
Suite 102, Fikardos Centre
23 Aristoteli Sawa Avenue
Anarvargos, 8025
Papkos, Cyprus
50%
Imperial Capital Group, LLC,
a Florida limited liability company
5972 NE 4th Avenue
Miami, FL 33137
Owns:
370 NE 60th Street
5972 & 5974 NE 4th
Avenue
WRITTEN CONSENT
OF
IMPERIAL CAPITAL GROUP, LLC
The undersigned, being the Members Imperial Capital Group, DC, a Florida limited
liubUhrcooupauy�be"Con�pany"),do hereby consent and agree adoptiontothe of, and dohereby
adopt, the
c following resolutions ofthe Company in lieu o[holding umeeting in accordance with the
governing documents of the Conopuny, and direct that these resolutions be filed in the records of the
Company:
WHEREAS, in regard tothe Coonpuuy`a pnnpec\icn at 370NE 60tb Street and 5972 6t 5974
N6 4th Avenue in Miami, Florida, the undersigned Members deem it advisable and in the best
interests of the Company for the Company to join in and submit ouapplication to the City of Miami
seeking approval of the Magic City Innovation District Special Area Plan and related Comprehensive
P|uu Anncodnoeoto, generally prepared in accordance with the application forms published by the
City ofMiami (coUec6ve|y,the ^^/\ppiica1ino");and
WHEREAS, in connection with the preparation, filing and formal review and processing of
the Application, including without )iooitodou the execution and delivery of any and all documents
and fo,nux required for the &pp|ica1ion, the undersigned Members deem it advisable and in the best
interests of the Company for the Company to grant Neixeo 0. Kuadin, T. Spencer Crowley |[l.
Steven J. VVccuiok and Benjamin U. Hedrick u limited pov/c, of attorney pursuant to that ouduin
Power ofAttorney attached hereto usExhibit & (the "Power o[&iiorncy").
NOW THEREFORE, BE IT RESOLVED, that the Application and the Power of Attorney
are hereby authorized, approved, adopted, confirmed and ratified in all respects;
FURTHER &X08OD.»/]CD, that any nuennher, ononu8er, officer o, other authorized
representative of the Company, including without limitation Mike Zoi as Manager, (each being
referred to herein as an "Authorized Person"), acting u\ouo, he and hereby is, authorized and
empowered to execute and deliver on behalf o[the Company any and all agreements, iuoouoocntx,
certificates nrdocuments necessary ro consummate oreffectuate the Application and the Power of
Attorney, in the name and onbehalf o[the Company-,
FURTHER RE8OD~VDC]0, that each Authorized Person is hereby outbo,ized, cnnpop/crod
and directed, iothe name and oobehalf ofthe Company tomake orcause tohemade, and toexecute
and deliver, all such agreements, docunzeo1a, instruments and certifications, and to do or cause to be
done all such acts and things, and totake all such otopu, as he orshe may at any time ordnoes doorn
necessary or desirable iuorder to carry out the intent and pucpmaoy of the foregoing resolutions; and
FURTHER RESOLVED, that the authorities and approvals hereby cuoteocd ybaU he
deemed retroactive, and any and all acts authorized and approved herein that were performed prior to
the puuxa'gc of this resolution be, and they hereby are, approved, ratified and confirmed in all
respects.
[Signature on following page]
IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of the
day of di6 , 2018.
COMPANY:
IMPERIAL CAPITAL GROUP, LLC
By Its Members:
Mike Zoi, an Individual
Name: Mike Zoi
Azurenik Limited, a Cyprus company
By:
Name: Tracey Kim Rowe
Title: Director
By:
Name: Mark Steven Davies
Title: Director
IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of the 25
day of ct6 , 2018.
COMPANY:
IMPERIAL CAPITAL GROUP, LLC
By Its Members:
Mike Zoi, an Individual
Name: Mike Zoi
Azurenik Limited, a Cyprus company
By: /yam
NamNamdl, Tracey Kim Rowe
Title: :Directpr
By:
Name: Mark Steven Davies
Title: Director
EXHIBIT A
Power of Attorney
M+Ke Zo;
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that IMPERIAL CAPITAL GROUP, LLC, a
Florida limited liability company, has made, constituted and appointed, and by these presents do make,
constitute and appoint NEISEN O. KASDIN, T. SPENCER CROWLEY IH, STEVEN J. WERNICK,
and BENJAMIN O. HEDRICK its true and lawful attorneys in its stead to execute all documents and
instruments required with respect to applications for a Special Area Plan and Comprehensive Plan
Amendment, in connection with the Magic City Innovation District Special Area Plan, under the
requirements of the City of Miami Code of Ordinances and Miami 21 zoning code, submitted to the Office of
Hearing Boards, for the properties located at 370 NE 60th Street and 5972 & 5974 NE 4th Avenue in Miami,
Florida, giving and granting unto NEISEN O. KASDIN, T. SPENCER CROWLEY IH, STEVEN J.
WERNICK, and BENJAMIN O. HEDRICK its said attorneys, a limited power of attorney with full power
and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done
with respect to the aforementioned Special Area Plan and Comprehensive Plan Amendment applications as
fully, to all intents and purposes, as it might or could do if personally present (including, without limitation,
preparing, executing and filing all documents and applications and attending all hearings and meetings), with
full power of substitution and revocation, hereby ratifying and confirming all that said attorney or his
substitute shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my/our hand(s) and seal(s) this 25 day of
M d, 2018.
Signed and delivered in the presence of:
Witness Name
aUALD,
Witness Signature
,TRH -ilk \IQo\unl-A
Witness Name
STATE OF fi'O RA (A
COUNTY OF I+ di m` k
) SS:
Imperial Capital Group, LLC
By: ►
Name: Mike Zoi
Title: Manager
The foregoing instrument was acknowledged before me
who is personally known
as identification.
NATALYA VOROJEYKINA
Commission 11GG 166327
Commission Expires 12-07-2021
Bonded Through - Cynanotary
Florida - Notary Public
this
to
2 5 day of
me or who
RaZ-
f\I1d1,201Z
has produced a
by
NOTARY PU$L,IC
Print Name: N ASS Ner
My commission expires: 11(0-1 2O L I
CFN: 20170286382 BOOK 30541 PAGE 4676
DATE:05/22/2017 08:11:21 AM
DEED DOC 7,200.00
SURTAX 5,400.00
HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY
THIS INSTRUMENT PREPARED BY AND RETURN TO:
ERICA L. DESANTI, ESQ.
STRALEY & O I"1 0 P.A.
2699 STIRLING ROAD, SUITE C-207
FT. LAUDERDALE, FLORIDA 33312
Property Appraisers Parcel Identification (Folio) Numbers: 01-3218-016-0180
SPACE ABOVE THIS LINE FOR RECORDING DATA
THIS WARRANTY DEED, made the 3'd day of May, 2017 by TERRY LEE MUNDAY, A SINGLE MAN, herein called the grantors,
to VLMPEL CAPITAL, LLC, A FLORIDA LIMITED LIABILITY COMPANY, whose post office address is 370 NE 60th Street,
Miami, FL 33137, hereinafter called the Grantees:
(Wherever used herein the terms grantor" and "grantee" include all the parties to this instrument and the heirs, legal representatives and assigns of
individuals, and the successors and assigns of corporations)
W I T N E S S E T H: That the grantors, for and in consideration of the sum of TEN AND 00/100'S ($10.00) Dollars and other valuable
considerations, receipt whereof is hereby aclnowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys and confums unto
the grantee all that certain land situate in Miami -Dade County, State of Florida, viz.:
Lots 24 of BISCAYNE PARK according to the Plat thereof, as recorded in Plat Book 1, at Page 198 of the Public Records of
Miami -Dade County, Florida.
TOGETHER, with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining.
TO HAVE AND TO HOLD, the same in fee simple forever.
AND, the grantors hereby covenant with said grantees that the grantors are lawfully seized of said land in fee simple; that the grantors have
good right and lawful authority to sell and convey said land, and hereby warrant the title to said land and will defend the same against the
lawful claims of all persons whomsoever; and that said land is free of all encumbrances, except taxes accruing subsequent to December 31,
2016.
IN WITNESS WHEREOF, the said grantors have signed and sealed these presents the day and year first above written.
Signed, sealed and delivered in the presence of:
Witness #1 Signature
Et-, «t. (-- /-7
Witness #1 Printed NameNa
GT 'Ct f�-cr'ft-rl
Witnes# Signature
n A , Fro ,mot
2 Printed Name
Wimes
TE • t. ` LEE MUNDAY
0 62 SW 129th Place, Miami, FL 33186
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me this 3 day of May, 2017 by TERRY LEE MUNDAY who is personally known
to me or has produced Tt D L
SEAL
My Commission Expires:
as identification.
Notary Signature
Prepared b •
Vivian A. Jaime, Esq.
Ritter, Zaretsky, Lieber & Jaime, LLP
2915 Biscayne Blvd. Suite 300
Miami, FL 33137
After Recording Return To:
Contreras & Camacho P.A.
141 Almeria Avenue
Coral Gables, FL 33134
Parcel Identification No. 01-3218-089-0010
01-3218-089-0020
(Space Above This Line For Recording Dalai_
Warranty Deed
CFN: 20160635397 BOOK 30293 PAGE 2786
DATE:11/03/2016 09:57:19 AM
DEED DOC 13,680.00
SURTAX 10,260.00
HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY
(STATUTORY FORM - SECTION 689.02, F_S.)
This Indenture made this 31st day of October, 2016 between Vinecraft Estate LLC, a Florida limited liability company
whose post office address is 5972 NE 4th Avenue, Miami, FL 33137 of the County of Miami -Dade. State uf' Florida.
grantor*, and VIMPEL CAPITAL, LLC, a Florida limited liability company whose post office address is 4100 NE 2nd
Avenue, Suite 302, Miami, FL 33137 of the County of Miami -Dade, State of Florida, grantee*,
Witnesseth that said grantor, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($ 10.00) and other good
and valuable considerations to said grantor in hand paid by said grantee, the receipt whereof is hereby acknowledged, has
granted, bargained, and sold to the said grantee, and grantee's heirs and assigns forever, the following described land, situate,
lying and being in Miami -Dade County, Florida, to -wit:
Unit 5972 and Unit 5974, of 380 WAREHOUSE CONDOMINIUM, a Condominium, according to the
Declaration of Condominium as recorded in Official Records Book 28550, Page 4835 and all exhibits
and amendments thereof, Public Records of Miami -Dade County, Florida.
and said grantor does hereby fully warrant the title to said land, and will defend the same against lawful Llaimi ul all persons
whomsoever.
a 'Grantor" and "Grantee' arc used for singular or plural, as context req
In Witness Whereof, grantor has hereunto set grantor's hand and seal the day and year first above written.
DoubleTime*
Signed, sealed and delivered in our presence:
State of Florida
County of Mia' mi-Dade
The foregoing instrument was acknowledged before
a Florida limited liability company, on behalf of the company.
driver's license as identification.
[Notary Seal]
CFN: 20160635397 BOOK 30293 PAGE 2787
Vin c
By:
Daniel Ho
(Corporate Seal)
1p6O16by„
is personagy
Notary Public
Printed Name:
My Commission E
ida limited liability
ager
pany
iel Itoltz of Vinecraft Estate LLC,
own to me or [X] has produced a
Warranty Deed (Statutory Form) - Page 2 Doublellme
State of Florida
Department of State
I certify from the records of this office that IMPERIAL CAPITAL GROUP,
LLC is a limited liability company organized under the laws of the State of
Florida, filed on June 14, 2016.
The document number of this limited liability company is L16000114429.
I further certify that said limited liability company has paid all fees due this
office through December 31, 2018, that its most recent annual report was filed
on March 9, 2018, and that its status is active.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capital, this
the Fifth day of June, 2018
ION 04NIA
Secretary of State
Tracking Number: CU3722811992
To authenticate this certificate,visit the following site,enter this number, and then
follow the instructions displayed.
https://services. sunbiz.org/Filings/CertificateOfstatus/CertificateAuthentication
(Requestofs Name)
(Address)
(Address)
(City/State/Zip/Phone #)
PICK-UP
C WAIT ❑ MAIL
(Business Entity Name)
Certified Copies
(Document Number)
Cettificaies of Status
Special Instructions to Filing Officer:
Office Use Only
100307945711
131:2I1 8--II10
r
r
COVER LETTER
1O: i egistra:ion Section
Division of Corporations
SU Ft.l
Name t l'Limitcd Liability Company
The enclosed Articles oI Amendment and feet:: I are submitted li+r tiling.
)'Ic;Se return all correspondence concerning this mailer lu Ihr Iirllu�cing:
K:V1'II: Sllli\KO
hinmt'ompu ny
5972 NI: •I'Il1 AVI NUI:
Addre„
31 :17
Code
kshenkr (...`nrobnspnn.com
I. -mail addres.: Ito he u.ed tier tulurc:otousl rrpart nutiticau,m}
Fur further iniiormau++n cuncernine_ this nt:ltcr. please call:
KA'IllitiHl:i\K() (5.1 >O.1O12?
al{
Xame.rfPer,t+n Area (•talc Ilaviinu f.lephonc Nuarher
latclosed is a check Cur the Ii+I loving amount:
S25OO Filing Fee ❑ S.i(t,il(I Filing Fee .0
Certificate ofSi:tuts
MAII,IN(: AI)I)IU SS:
kecistrtuion Section
I)i� ision of Corporation:,
6.127
0 S55.Ot) Filine Fee .1/411
(:cuiGed Copy
4 .ddi ii.ul copy r, rnctt„cd
0 SW.UII Filine Fee.
Lerlilicate of Status .F
Cenilie+l Copy
•LJdhitaral cute i. enclouttt
STREl•:'I'/(A)Ii14.IEK AD)I)I(F.SS:
Registration Section
Division of Corporations
Clifton Building
2601 IE.secutive (:enter Circle
Tallahassee. I'1_ 32301
ARTICLES OF AMENDMENT
TO
ARTICLES OF ORGANIZATION
()F
1'I�11'I:I. CAPITAL. L1.0
(Y:une of the Limited Liahilitr ('norppanr' ati it nurr appear, un our records.;
I:\ Honda Lunncd I.iahilny Company)
The ,\nicles of Organization for this
nillct
l-lt+ridadocument number I,Ict1>f;ul1-14'_'r
iability Company \sere tiled ull June 14, ?nle' and assigned
This amendment is suhtttittcd to amend the following:
A. If amending name. enter the new name of the limit liahitity company here:
I \lI'FKIA1- CAPITAL.
-lire new mine must he tli,iingtliNhahle and contain the .ronts "Lintiictl 1.uthil
Enter new principal offices address, if applicable:
(Prinrilrul 'ffic-e address MUST 81: r1 STREET .-I DDRF.S:S)
Enter new mailing address, if applicable:
(.11uilint; address :11:11' BE POST OFFICE BOA)
r." the tle,iert:giun I,L( to the ahhret IAAi,+n
5972 \I:4th Avenue
\Iiattti. IA, 331.37
5972 NI', 4th Avenue
\li:nni. F1. 31.+7
R. If amending the registered went :end/or registered office address
registered agent and/or the new registered office address here:
tiarnc of New Re,isiercd
t-
New Registered Office Address:
IiNE.KI=IJNI), II.0
on our records, enter the name or the new
5+)72 ,NIi 4111 Aremir
f116rl7+nit$
NI iaii i
City
`ers Rc+giti(ered tii+onature, if ch•iii ing Reu„ictered :\Lent:
11r(rrrh)' 11c(V/11 11rr a/t/)uinNnuv11 cis rr,LISIrr('(l (flint urul cn. r('(' Iu
11011!Siurrs' a/ dill.clunut'.c 1-('1n1/rt' (u (Ir(' lrru/IC.- unrl curry/rle(r Irrr/irrrrrcrrr('(
uc'c'r/r! Ihr jam. n/' 1111' position as registered gislr'red regent as provided iI
being jilcd it) merely rc•/lt'rtt a change ill arc rc,> isl(vt'c/ n/fic'(' rrc/tlrc'ss. 1 herrht' rue
r(;rrv/urrn' I1(rs 171T/+ rnNi/h rl in u'ritittt trf tlti.c t'ltrtr7a c'.
1'Iuricla 3137
�rl+ t 'ode -
ire rUru/)lV 11'id/ the
•.r, era(! I eerie /irrrriliar lritlr sail
605. 1.1.ti. (1r, it Ilri.c (lnrtnneru is
rr (beer Ihr lirrrin'(I U(rhili(r
If C1 glut., Ketti.tered Agent, si •n rare of Neer ltet<ittrrrd At cot
Pagelnf3
If amending; Authorized I'erson(s) authorized to manage, enter the title, name, and address of each person being added
(or removed from our records:
N1CR = Manager
;\MRR= Authorized %lember
e
NICK
Nance
Address Type of ,Action
4likc %ui 5972 \li -t111 Avenue
1:1. ?31?7
la Add
❑ itcmin'c
0 Change
I)IK Mike "lui 411111 \I, 21)d Accnoc
0 Add
Suilc 111`
{
Nli;nni. l`I.331.37
oke
❑ C_hant:c
0 Add
❑ (l arigc
❑"Kcn>uvc
sn�c
c
C.;
0 Add
❑ Chinwe
Page 2of3
U. If amending any other information. enter chant;rys) Isere: (Attach udditiorruf slu'tus, i1l1Lcccc.crin'.)
1,. Effective date. if other Than the date of filing: (optional)
III. lI I, 4tc date muNI he ,pccitic and cannot he ih for to date ui Tiling to more than 'Hi dams alter I ilinq, 11'ursu:uu Its 1,05 02117 t,t l+b
Note: lithe date in.zoned in this )leek does nut meet the upplicahle statulnn• Tiling reyuitenu•uts. this Batt: will no( he listed :is Ihr
ducuntcnt 5 clthclie'e shoe un the 1)ep;rntrntu of Stales record.:.
if the record specifies a delayed effective date, but not an effective time, at 12:01 a.m. on the earlier of:
(b) The 90th day after the record is filed.
Dated
J:utu;tr\' 17
tiiLnatAlt t: ol a member or author iretl retu t:,cntantc of a memtx•r
Katie Sltcrtko
R,
:d ur priatcd name of ,iEncr
Page 3 of 3
Filin) Fee: S25_II0
Electronic Articles of Organization
For
Florida Limited Liability Company
Article I
The name of the Limited Liability Company is:
VIMPEL CAPITAL, LLC
L16000114429
FILED 8:00 AM
June 14,2016
Sec. Of State
nculligan
Article II
The street address of the principal office of the Limited Liability Company is:
4100 NE 2ND AVENUE
SUITE 302
MIAMI, FL. US 33137
The mailing address of the Limited Liability Company is:
4100 NE 2ND AVENUE
SUITE 302
MIAMI, FL. US 33137
Article III
The name and Florida street address of the registered agent is:
ENERFUND, LLC
4100 NE 2ND AVE
SUITE 302
MIAMI, FL. 33137
Having been named as registered agent and to accept service of process for the above stated limited
liability company at the place designated in this certificate, I hereby accept the appointment as registered
agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes
relating to the proper and complete performance of my duties, and I am familiar with and accept the
obligations of my position as registered agent.
Registered Agent Signature: KATIE SHENKO
Article IV
The name and address of person(s) authorized to manage LLC:
Title: DIR
MIKE ZOI
4100 NE 2ND AVE, SUITE 302
MIAMI, FL. 33137 US
Signature of member or an authorized representative
Electronic Signature: KATIE SHENKO
I am the member or authorized representative submitting these Articles of Organization and affirm that the
facts stated herein are true. I am aware that false information submitted in a document to the Department
of State constitutes a third degree felony as provided for in s.817.155, F.S. I understand the requirement to
file an annual report between January 1st and May 1st in the calendar year following for -nation of the LLC
and every year thereafter to maintain "active" status.
L16000114429
FILED 8:00 AM
June 14,2016
Sec. Of State
nculligan
11111111111111111011111111111111111111111111
DECLARATION
OF
380 WAREHOUSE CONDOMINIUM
CFN 2013R0235629
OR Bk 28550 P9S 4835 - 4890; (56pssi
RECORDED 03/27/2013 15:53:18
HARVEY RUVIN, CLERK OF COURT
MIAMI-DADE COUNTY', FLORIDA
WAREHOUSE 380, LLC, a Florida limited liability company (hereinafter called the "Developer")
does hereby declare as follows:
1. Introduction and Submission.
1.1 The Land. The Developer owns the fee title to certain land located in Miami Dade
County, Florida, as more particularly described in Exhibit "1" annexed hereto (the "Land").
1.2 Submission Statement. The Developer hereby submits the i and and all
Improvements erected thereon, all easements, rights and appurtenances belonging thereto, and all other
property, real, personal or mixed, intended for use in connection therewith, to the condominium form of
ownership and use in the manner provided by the Florida Condominium Act as it exists on the date hereof.
1.3 Name. The name by which this condominium is to be identified is 380
WAREHOUSE CONDOMINIUM (hereinafter called the "Condominium").
2. Definitions. The following terms when used in this Declaration and in its exhibits, and as
they may hereafter be amended, shall have the meaning ascribed to them in this Section, except where the
context clearly indicates a different meaning:
2.1 "Act" means the Condominium Act (Chapter 718 of the Florida Statutes) as it exists
on the date hereof and as hereafter renumbered.
2.2 "Assessment" means a share of the funds required for the payment of Common
Expenses which from time to time is assessed against the Unit Owners and such additional sums which may be
assessed directly against one or more Unit Owners (though not necessarily against other Unit Owners).
2.3 "Association" means 380 WAREHOUSE CONDOMINIUM ASSOCIATION
INC., a not for profit Florida corporation, the entity responsible for the operation of the Condominium, whose
Article of Incorporation are attached hereto as Exhibit 4.
2.4 The "Board" shall mean the Board of Directors of the Association.
2.5 "Building" means the structure or structures in which the Units are located, regardless
of the number of such structures, which may be located on the Condominium Property.
2.6 "Bylaws" mean the Bylaws of the Association attached hereto as Exhibit 5.
2.7 "Common Elements" mean and include:
(a) The portions of the Condominium Property which are not included within the
Units.
(b) Easements through Units for conduits, ducts, plumbing, wiring and other
facilities for the famishing of utility and other services to Units and the Common Elements.
(c)
support of the Building.
An easement of support in every portion of a Unit which contributes to the
(d) The property and installations required for the furnishing of utilities and other
services to more than one Unit or to the Common Elements.
(e) Any other parts of the Condominium Property designated as Common
Elements in this Declaration.
2.8 "Common Expenses" means all expenses properly incurred by the Association in the
performance of its duties, including, without limitation, all expenses specified in Section 718.115 of the Act.
2.12 "Common Surplus" means the excess of all receipts of the Association, including, but
not limited to, Assessments over the amount of Common Expenses.
Book28550/Page4835 CFN#20130235629 Page 1 of 56
2.13 "Condominium Parcel" means a Unit together with the undivided share in the
Common Elements which is appurtenant to said Unit; and when the context permits, the term includes all other
appurtenances to the Unit.
2.14 "Condominium Property" means the Land and personal property that are subject to
condominium ownership under this Declaration, all Improvements on the Land, and all easements and rights
appurtenant thereto intended for use in connection with the Condominium, and all other property, real,
personal and mixed, which may subsequently be made subject to this Declaration as hereinafter described
2.15 "County" means the County of Miami Dade, State of Florida.
2.16 "Declaration" or "Declaration of Condominium" means this instrument, as it maybe
amended from time to time.
2.17 "Improvements" mean all structures and artificial changes to the natural environment
located on the Condominium Property, including, but no limited to, the Building.
2.18 "Institutional First Mortgagee" mean a bank, savings and loan association, insurance
company, real estate or mortgage investment trust, pension fund, an agency of the United States Government,
mortgage banker, or any other lender generally recognized as an institutional -type lender, or the Developer,
holding a first or second mortgage on a Unit or Units.
2.20 "Limited Common Elements" mean those Common Elements, now existing or
subsequently created, the use of which are reserved to a certain Unit or Units to the exclusion of other Units, as
specified in this Declaration. Reference herein to Common Elements shall include also all Limited Common
Elements unless the context would prohibit or it is otherwise expressly provided
2.23 "Primary Institutional First Mortgagee" means the Institutional First Mortgagee which
owns at any time Unit Mortgages securing a greater aggregate indebtedness than is owed to any other
Institutional First Mortgagee.
ownership.
Parcel.
Unit Owners.
2.25 "Unit" means a part of the Condominium Property which is subject to exclusive
2.26 "Unit Owner" or "Owner ofa Unit" or "Owner" means the Owner ofa Condominium
2.27 The "Voting Interests in the Association" equal the total number of votes held by all
All terms defined in the Act used herein shall have the meanings ascribed to such terms in the Act
unless otherwise provided in this Declaration.
3. Description of Condominium.
3.1 Identification of Units. The Land is improved with one Building containing a total
of 2 Units. Each Unit is identified by a separate numerical or alpha -numerical designation. The designation of
each Unit is set forth in Exhibit "2" annexed thereto. Exhibit "3" consists ofa survey of the Land, a graphic
description of the Improvements located thereon, including, but not limited to, the Building in which the Units
are located, and a plot plan thereof. Said Exhibit "3", together with this Declaration, is sufficient in detail to
identify the Common Elements and each Unit and their relative locations and approximate dimensions. There
shall pass with a Unit as appurtenances thereto (a) an undivided share in the Common Elements and Common
Surplus; (b) the exclusive right to use such portion of the Common Elements as may be provided in this
Declaration; (c) an exclusive easement for the use of the airspace occupied by the Unit as it exists at any
particular time and as the Unit may lawfully be altered or reconstructed from time to time, provided that an
easement in airspace which is vacated shall be terminated automatically; and (d) other appurtenances as may be
provided in this Declaration.
3.2 Unit Boundaries. Each Unit shall include that part of the Building containing the
Unit that lies within the boundaries of the Unit, which boundaries are as follows:
(a) Upper and Lower Boundaries. The upper and lower boundaries of the Unit
shall be the following boundaries extended to their planar intersections with the perimetrical boundaries:
(i) Upper Boundaries. The horizontal plane of the unfinished lower
surface of the structural ceiling shall constitute the upper boundary of the Unit.
2
Book28550/Page4836 CFN#20130235629 Page 2 of 56
(ii) Lower Boundaries. The horizontal plane of the unfinished upper
surface of the concrete floor of the Unit.
(b) Perimetrical Boundaries. The perimetrical boundaries of the Unit shall be
the vertical planes of the unfinished interior surfaces of the walls bounding the Unit extended to their planar
intersections with each other and with the upper and lower boundaries.
(c) Apertures. Where there are apertures in any boundary, including, but not
limited to, windows, doors, or skylights, such boundaries shall be extended to include the interior unfinished
surfaces of such apertures, including all frameworks thereof. Exterior surfaces made of glass or other
transparent material, and all framing and casings therefor, shall be included in the boundaries of the Unit.
3.3 Parking Areas. All of the Parking Areas shown in Exhibit "3" are Common
Elements unless the same are designated as a Limited Common Elements of such Unit. All parking spaces
which are Limited Common Elements shall be maintained by the Unit Owner of such Unit. Any parking
space that has not been assigned by the Developer shall be a Common Element for the non-exclusive use of the
Unit Owners.
3.4 Easements. The following easements are hereby created, in addition to any
easements created under the Act:
(a) Support. Each Unit shall have an easement of support and of necessity and
shall be subject to an easement of support and necessity in favor of all other Units and the Common Elements.
(b) Utility and Other Services. Drainage. Easements are reserved under,
through and over the Condominium Property as may be required from time to time for utility and other services
and drainage in order to serve the Condominn im Each Unit shall have an easement to install and maintain air
conditioning equipment for said Unit on such portion of the Common Elements as may be directed by the
Developer or the Board and on such conditions regarding installation and maintenance as the Developer or the
Board may impose. A Unit Owner shall do nothing within or outside his Unit that interferes with or impairs,
or may interfere with or impair, the provision of such utility or other services or drainage facilities or the use of
these easements. The Board or its designee shall have a right of access to each Unit to inspect same, to
maintain, repair or replace the pipes, wires, ducts, vents, cables, conduits and other utility, service and drainage
facilities, and Common Elements contained in the Unit or elsewhere in the Condominium Property, and to
remove any improvements interfering with or impairing such facilities or easements herein reserved; provided
such right of access, except in the event of an emergency, shall not unreasonably interfere with the Unit
Owner's permitted use of the Unit, and except in the event of an emergency, entry shall be made on not less
than one (1) days' notice.
(c) Encroachments. If (a) any portion of the Common Elements encroaches
upon any Unit; (b) any Unit encroaches upon any other Unit or upon any portion of the Common Elements; or
(c) any encroachment shall hereafter occur as a result of (i) construction of the Improvements; (ii) settling or
shifting of the Improvements; (iii) any alteration or repair to the Common Elements made by or with the
consent of the Association or (iv) any repair or restoration of the Improvements (or any portion thereof) or any
Unit after damage by fire or other casualty, or any taking by condemnation or eminent domain proceedings of
all or any portion of any Unit or the Common Elements, then, in such event, a valid easement shall exist for
such encroachment and for the maintenance of the same so long as the Improvements shall stand.
(d) Ingress and Egress. A non-exclusive easement in favor of each Unit Owner,
their employees, guests and invitees, shall exist for traffic over, through and across sidewalks, streets, paths,
walks, and other portions of the Common Elements as from time to time may be intended and designated for
such purposes and uses; and for vehicular and pedestrian traffic over, through and across such portions of the
Common Elements as from time to time may be paved and intended for such purposes. None of the easements
specified in this subparagraph (d) shall be encumbered by any leasehold or lien other than (i) those on the
Condominium Parcels and (ii) the Mortgage on the land described in the Consent of Mortgagee attached
hereto. Any lien encumbering such easements shall automatically be subordinate to the rights of Unit Owners
with respect to such easements.
(e) Construction; Maintenance. For so long as Developer owns any Unit in the
Condominium, the Developer (including its designees, contractors, successors and assigns) shall have the right,
in its sole discretion from time to time, to enter the Condominium Property and take all other action necessary
or convenient for the purpose of completing the construction thereof, or any part thereof, or any Improvements
or Units located or to be located thereon, and for repair, replacement and maintenance purposes where the
Association fails to do so, provided such activity does not prevent or unreasonably interfere for an
unreasonable length of time with the use or enjoyment by the Unit Owners of the Condominium Property.
Unit Owners shall have an easement over the Common Elements for the purpose of effecting any
3
Book28550/Page4837 CFN#20130235629 Page 3 of 56
improvements to their Units, provided that (i) the Unit Owner shall have obtained all required consents to such
improvement from the Association and applicable governmental authorities and (ii) such activity does not
prevent or unreasonably interfere for an unreasonable time with the use or enjoyment by the other Unit Owners
of the Condominium Property
(f) Additional Easements. The Developer (so long as it owns any Units) and
the Association, on their behalf and on behalf of all Unit Owners (each of whom hereby appoints the
Developer and the Association as their attorney -in -fact for this purpose), each shall have the right to grant such
additional electric, gas or other utility or service easements, or relocate any existing utility, or service easements
or drainage facilities, in any portion of the Condominium Property, and to grant access easements or relocate
any existing access easements in any portion of the Condominium Property, as the Developer or the
Association shall deem necessary or desirable for the proper operation and maintenance of the Improvements,
or any portion thereof, or for the general health or welfare of the Unit 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 reasonable use of the Units for commercial purposes.
3.5 Limited Common Elements: The following shall be deemed Limited Common
Elements appurtenant to the Unit to which such Limited Common Element shall be assigned by the Developer
(a) Any parking spaces assigned by the Developer for the exclusive use of a
Unit or shown as a Limited Common Element appurtenant to a specific unit
on Exhibit "3";
(b)
(c)
Any air conditioning and/or heating equipment serving a Unit;
Such other areas as may be described as Limited Common Elements on
Exhibit "3".
4. Restraint Upon Separation and Partition of Common Elements. The undivided share in
the Common Elements and Common Surplus which is appurtenant to a Unit, and the exclusive right to use all
appurtenant Limited Common Elements, shall not be separated therefrom and shall pass with the title to the
Unit, whether or not separately described. The appurtenant share in the Common Elements and Common
Surplus, and the exclusive right to use all Limited Common Elements appurtenant to a Unit cannot be
conveyed or encumbered except together with the Unit; provided that nothing herein shall limit the right of a
Unit Owner to convey or assign the Limited Common Elements appurtenant to a Unit to another Unit, whether
the same be owned by the same Unit Owner or another Unit Owner, but such right cannot be assigned to a
Person who does not own a Unit. The respective shares in the Common Elements appurtenant to Units shall
remain undivided, and no action for partition of the Common Elements, the Condominium Property, or any
part thereof, shall lie, except as provided herein with respect to termination of the Condominium.
5. Ownership of Common Elements and Common Surplus and Share of Common
Expenses; Voting Rights.
5.1 Percentage Ownership and Shares. The undivided percentage interest in the
Common Elements and Common Surplus, and the percentage share of the Common Expenses, appurtenant to
each Unit, is set forth in Exhibit "2" annexed hereto.
5.2 Voting Interest. Each Unit shall be entitled to one vote. The Owner of such Unit
shall cast its votes in accordance with the provisions of the respective By -Laws and Articles of Incorporation of
the Association, which, among other matters, provide that the votes of a Unit may not be split. Each Unit
Owner shall be a member of the Association.
6. Amendments. Except as elsewhere provided herein, amendments may be effected as follows:
6.1 By the Association. Notice of the subject matter of a proposed amendment shall be
included in the notice of any meeting at which a proposed amendments is to be considered. A resolution for
the adoption of a proposed amendment may be proposed either by a majority of the members of the entire
Board or by not less than one-half (1 /2) of the Voting Interests of the Association. Directors and members not
present in person or by proxy at the meeting considering the amendment may express their approval in writing,
provided that such approval is delivered to the secretary at or prior to the meeting. Except as elsewhere
provided, approvals must be by affirmative vote of Unit Owners owning not Tess than a majority of the Voting
Interests. Unit Owner seeking to amend the Declaration for the purpose of combining or subdividing Units
must (i) propose an amendment that distributes the percentage shares of Common Expenses, Common
Elements and Common Surplus, and the Voting Rights of the old Unit(s), among the newly created Unit(s) (ii)
obtain the approval of the Board as provided in Section 9.1 hereof if Common Elements will be altered thereby
and (iii) the approval of a majority of the Voting Interest as required hereunder provided however that the Unit
Owners agree to grant such consent if the Unit Owner seeking to combine or subdivide Units complies with the
4
Book28550/Page4838 CFN#20130235629 Page 4 of 56
requirements of clause (i) and, where applicable, clause (ii). If by reason of the combination of two or more
Units, Common Elements are incorporated into the combined Units, said Common Elements shall constitute a
part of the new Unit and the other Unit Owners shall be deemed to have conveyed their undivided interest in
such Common Elements to the owner of the combined Unit. If by reason of the subdivision of a Unit, portions
thereof are rendered common areas, such as hallways, then the same shall become Common Elements of the
Condominium and title to such areas shall be deemed to have been conveyed to all Unit Owners in accordance
with their undivided interest in the Common Elements.
6.2 By the Developer. The Developer, during the time it is in control of the Board, may
amend the Declaration, the Articles of Incorporation or the Bylaws of the Association to correct an omission or
error, or effect any other amendment, except that this procedure for amendment cannot be used if such an
amendment would, in the reasonable opinion of the Developer, materially and adversely affect substantial
property rights of Unit Owners, unless the affected Unit Owners consent in writing. The execution and
recording of any amendment by the Developer pursuant hereto shall be conclusive evidence that the
amendment does not materially and adversely affect substantial property rights of Unit Owners who did not
join in or consent to such execution, and any such amendment shall be effective as provided below unless
subsequently rescinded. The Developer expressly reserves the right to amend this Declaration, whether or not
the Developer is in control of the Board at such time, for the following purposes: (i) to combine or subdivide
Units owned by the Developer, and to distribute, in such manner as Developer deems appropriate, the
percentage shares of Common Expenses, Common Elements and Common Surplus, and the Voting Rights of
the old Unit(s), among the newly created Unit(s); and (ii) to designate portions of the Common Elements as
"Limited Common Elements". If by reason of the combination of two or more Units, Common Elements are
incorporated into the combined Units, said Common Elements shall constitute a part of the new Unit and the
other Unit Owners shall be deemed to have conveyed their undivided interest in such Common Elements to the
owner of the combined Unit. If by reason of the subdivision of a Unit, portions thereof are rendered common
areas, such as hallways, then the same shall become Common Elements of the Condominium and title to such
areas shall be deemed to have been conveyed to all Unit Owners in accordance with their undivided interest in
the Common Elements.
6.3 Execution and Recording. An amendment, other than amendments made by the
Developer alone pursuant to the Act or this Declaration, shall be evidenced by a certificate of the Association
which shall include recording data identifying the Declaration and shall be executed in the form required for
the execution of a deed. Amendments by the Developer must be evidenced in writing, but a certificate of the
Association is not required An amendment of the Declaration is effective when properly recorded in the
public records of the County.
6.4 Proviso. Unless otherwise provided specifically to the contrary in this Declaration,
no amendment shall change the configuration or size of any Unit in any material fashion, materially alter or
modify the appurtenances to any Unit, or change the percentage by which the Owner of a Unit shares the
Common Expenses and owns the Common Elements and Common Surplus, unless the record Owner(s)
thereof, and all record owners of the mortgages or other liens thereon, shall join in the execution of the
amendment No amendment maybe adopted which would eliminate, modify, prejudice, abridge or otherwise
adversely affect any rights, benefits, privileges or priorities granted or reserved to the Developer or mortgagees
of Units without the consent of said Developer and mortgagees in each instance; nor shall an amendment make
any change in the section hereof entitled "Insurance", "Reconstruction or Repair after Casualty", or
"Condemnation" unless all Institutional First Mortgagees whose mortgages are of record shall join in the
Amendment.
7. Maintenance and Repairs.
7.1 Units and Limited Common Elements. All maintenance, repairs and replacements
of, in or to any Unit and Limited Common Elements appurtenant thereto, whether structural or non-structural,
ordinary or extraordinary, including, without limitation, maintenance, repair and replacement of screens,
windows, rolling doors, and all other doors within or affording access to a Unit, and the electrical, plumbing,
mechanical, beating and air-conditioning equipment, fixtures and outlets, if any, within the Unit or the Limited
Common Elements (other than the parking spaces) or belonging to the Unit Owner, shall be performed by the
Owner of such Unit at the Unit Owner's sole cost and expense, except as otherwise expressly provided to the
contrary herein.
7.2 Common Elements. Except to the extent (i) expressly provided to the contrary
herein, or (ii) proceeds of insurance are made available therefor, all maintenance, repairs and replacements in
or to the Common Elements and to any parking space whether or not designated as a Limited Common
Element shall be performed by the Association and the cost and expense thereof shall be charged to all Unit
Owners as a Common Expense, except to the extent arising from or necessitated by the negligence, misuse or
neglect of specific Unit Owners, in which case such cost and expense shall be paid solely by such Unit
Owners.
5
Book28550/Page4839 CFN#20130235629 Page 5 of 56
7.3 Specific Unit Owner Responsibility. The obligation to maintain and repair any (i)
windows abutting a Unit; (ii) doors and rolling doors providing access to a Unit; (iii) approved installations on
the roof above a Unit, including antennas or satellite dishes; (iv) any air conditioning unit and utility
installations serving a Unit shall be the responsibility of the Unit Owners, individually, and/not the
Association; and (v) all Limited Common Elements assigned to such Unit, without regard to whether such
items are included within the boundaries of the Units, are Limited Common Elements or are Common
Elements.
8. Additions. Alterations or Improvements by the Association. Whenever in the judgment of
the Board, the Common Elements, or any part thereof, shall require capital additions, alterations or
improvements (as distinguished from repairs and replacements) costing in excess of $5,000.00 in the aggregate
over the reserved amount for such expenses in any calendar year, the Association may proceed with such
additions, alterations or improvements only if the making of such additions, alterations or improvements shall
have been approved by a majority of the Voting Interests. Any such additions, alterations or improvements to
such Common Elements, or any part thereof, costing in the aggregate not more than $5,000.00 over the amount
of the reserve for such items in a calendar year may be made by the Association without approval of the Unit
Owners. The cost and expense of any such additions, alterations or improvements to such Common Elements
shall constitute a part of the Common Expenses and shall be assessed to the Unit Owners as Common
Expenses.
9. Additions, Alterations or Improvements by Unit Owners. Unit Owner may make
alterations or improvements to the interior portions of a Unit without the consent of the Board of Directors or
of other Unit Owners provided that (i) no load -bearing elements are adversely affected thereby and (ii) no
Common Elements are adversely affected thereby. Prior to making any such interior alteration, the Unit Owner
shall provide the Board with the plans and specifications for such alterations and evidence that the plans and
specifications submitted to the Board have been approved by applicable building and zoning authorities. If the
Board questions whether a proposed improvement adversely affects a load bearing element, the Board may, in
its discretion, obtain the opinion of an engineer selected by the Association. The decision of such engineer
shall be binding unless determined to be manifestly erroneous. The fees of such engineer shall be borne by the
Unit Owner making the alteration.
9.1 Consent of the Board of Directors. No unit owner shall make any addition,
alteration or improvement in or to the Common Elements (including such as form the exterior of his Unit, such
as exterior walls, doors, windows or other apertures) or any Limited Common Element without the prior
written consent of the Board. A Unit Owner seeking to combine two Units by removing the wall separating the
Units and incorporating any intervening Common Elements shall provide to the Board the following:
(a) The opinion of a licensed architect or engineer reasonably acceptable to the Board
confirming that the proposed alterations (i) do not affect any load bearing elements of the Building; (ii) comply
with applicable building and zoning requirements, including fire codes; and (iii) do not affect any commonly
provided services for the Building, including without limitation, electric, air conditioning, telephone, cable and
other utility services.
(b) Evidence, in form satisfactory to the Board, that incorporating the adjoining
Common Elements will not unreasonably interfere with services to be provided to other Unit Owners provided
that no unreasonable interference shall be deemed to occur if the conduits for such services are relocated at the
expense of the Unit Owner seeking approval. By way of example, if by reason of incorporating a hallway
Common Element into the combined Un its electrical conduits affecting another Unit are affected, the Common
Element may be incorporated only if the electrical conduits are relocated at the expense of the combining Unit
Owner. Notwithstanding anything to the contrary herein, a Common Element (i) providing access to a fire
escape for Units other than the combined Units or (ii) functioning as a "chase", duct or conduit for utility and
other services for Units other than the combined Units, may not be incorporated into the combined Units.
(c) The consent of other Unit Owners shall not be required to combine Units unless
the Unit Owners are seeking to amend the Declaration to permanently combine such Units, in which case the
provisions of Section 6.1 hereof shall apply. Accordingly, where two or more Unit Owners combine their
Units for purposes of leasing same (to one of the Unit Owners or to a third party), only the consent of the
Board to the proposed alterations is required hereunder. Any Common Element incorporated into the
combined Units with the consent of the Board as required hereunder, shall automatically become Limited
Common Elements of the combined Units.
(d) The Board shall grant its consent to such proposed alteration or improvement if:
(i) the Unit Owner satisfies (a) and (b) hereof, and (ii) provides to the Board any additional information
requested by the Board in writing within ten (10) days following the Board receipt of the Unit Owners'
submission in satisfaction of (a) and (b), with such additional information to be in form reasonably satisfactory
to the Board.
6
Book28550/Page4840 CFN#20130235629 Page 6 of 56
(e) The Board shall have the obligation to answer any written request by a Unit
Owner for approval of such an addition, alteration or improvement within thirty (30) days after such request
and all additional information requested is received, and the failure to do so within the stipulated time shall
constitute the Board's consent.
(f) Any approved additions, alterations and improvements by the Unit Owners
shall be made in compliance with all laws, rules, ordinances and regulations of the governmental authorities
having jurisdiction, and with any conditions imposed by the Association with respect to design, structural
integrity, aesthetic appeal, construction details, lien protection or otherwise.
(g) A Unit Owner making or causing to be made any such additions, alterations or
improvements agrees, and shall be deemed to have agreed, for such Owner, and his heirs, personal
representatives , successors and assigns, as appropriate, to bold the Association, and all other Unit Owners
harmless from any liability or damage to the Condominium Property and expritsr's arising therefrom, and shall
be solely responsible for the maintenance, repair and insurance thereof from and after the date of installation or
construction thereof, or as may be otherwise required by the Association.
(h) If the Board authorizes a change by the Unit Owner of the adjoining Common
Elements or of a Limited Common Element, it cannot revoke said permission without the consent of such Unit
Owner unless the Unit Owner fails to fulfill its obligations hereunder and such failure continues for more than
30 days after written notice from the Board to the Unit Owner. In such case, the Board may remove the
Improvement made by the Unit Owner, or take such other corrective action as the Board may deem
appropriate, at its sole discretion, and shall charge the Unit Owner for any costs and expenses incurred by the
Association in connection therewith, as a Special Assessment, secured by a lien against the Unit as provided in
this Declaration.
9.2 Additions, Alterations or Improvements by Developer. The foregoing restrictions
of this Section 9 shall not apply to Developer -owned Units. The Developer shall have the right, without the
consent or approval of the Board or other Unit Owners, to make alterations, additions or improvements,
structural and non-structural, interior and exterior, ordinary and extraordinary, in, to and upon any Unit owned
by it (including, without limitation, the removal or addition of walls, floors, ceilings and other structural
portions of the Improvements) and in and to any Common Elements adjacent to, adjoining or serving such
Units, including incorporating such Common Elements into the Developer -owned Units in which event the
incorporated Common Elements shall automatically become Limited Common Elements of such Units;
provided that Developer, at its expense, relocates any conduits or other installations providing services to other
Units. Developer may, at its discretion, make any such combination or alteration without amending the
Declaration, for purposes of permitting the leasing and use of the combined or subdivided Units without
changing the legal ownership and configuration of the Units or may make any such combination or alteration
by amendment to the Declaration in compliance with Section 10 below and Section 6.2 above. Without
limiting the generality of Section 6.4 hereof, the provisions of this Section may not be added to, amended or
deleted without the prior written consent of the Developer.
10. Chau2es in Developer -Owned Units. Without limiting the generality of the provisions of
Section 9.2 above, the Developer shall have the right, without the vote or consent of the Board or Unit Owners,
to (i) make alterations, additions or improvements in, to and upon Units owned by the Developer, whether
structural or non-structural, interior or exterior, ordinary or extraordinary, (ii) change the size and/or number of
Developer -owned Units by subdividing one or more Developer -owned Units into two or more separate Units,
combining separate Developer -owned Units (including those resulting from such subdivision or otherwise) into
one or more Units, or otherwise; and (iii) reapportion among the Developer -owned Units affected by such
change in size or number pursuant to the preceding clause (ii) their appurtenant interest in the Common
Elements and share of the Common Surplus and Common Expenses and Voting Interests; provided, however,
that the percentage interest in the Common Expenses, Common Elements and Common Surplus and Voting
Interests of any Units (other than Developer -owned Units) shall not be changed by reason thereof unless the
Owners of such Units shall consent thereto and, provided, further, that Developer shall comply with all laws,
ordinances, and regulations of all governmental authorities having jurisdiction in so doing. In making the
above alterations, additions and improvements, the Developer may relocate and alter Common Elements
adjacent to, adjoining or serving such Units, and may incorporate any such Common Elements into the
adjoining Units, in which event the incorporated Common Element shall become a part of the Unit and shall
cease to be a Common Element. Any amendments to this Declaration required by actions taken pursuant to this
Section 10 may be effected by the Developer alone as provided in Section 6.2. Without limiting the generality
of Section 6.4 hereof, the provisions of this Section may not be added to, amended or deleted without the prior
written consent of the Developer.
11. Operation of the Condominium by the Association; Powers and Duties. The Association
shall be the entity responsible for the operation of the Condominium. The powers and duties of the
Association shall include those set forth in the Articles of Incorporation and Bylaws of the Association
(respectively, Exhibits "4" and "5" annexed hereto), as amended from time to time. in addition, the
7
Book28550/Page4841 CFN#20130235629 Page 7 of 56
Association shall have all the powers and duties set forth in the Act, as well as all powers and duties granted to
or imposed upon it by this Declaration, including, without limitation:
(a) The irrevocable right to have access to each Unit from time to time during reasonable
hours as may be necessary for the maintenance, repair or replacement of any Common Elements therein, or at
any time and by force, if necessary, for making emergency repairs therein necessary to prevent damage to the
Common Elements or to any other Unit or Units, or to determine compliance with the terms and provisions of
this Declaration, the exhibits annexed hereto, and the rules and regulations adopted pursuant to such
documents, as the same may be amended from time to time.
(b) The power to make and collect Assessments and other charges against Unit Owners
and to lease, maintain, repair and replace the Common Elements.
(c) The duty to maintain accounting records according to good accounting practices,
which shall be open to inspection by Unit Owners or their authorized representatives at reasonable times.
(d) The power to enter into contracts with others (whether or not affiliated with the
Association or Developer), for a valuable consideration, for maintenance and management of the
Condominium Property, and, in connection therewith, to delegate the powers and rights herein contained,
including, without limitation, the making and collecting of Assessments and other charges against Unit
Owners, and perfecting liens for non-payment thereof.
(e) The power to borrow money, execute promissory notes and other evidences of
indebtedness and to give as security therefor mortgages and security interests in property owned by the
Association, provided that such actions are approved by a majority of (i) the entire membership of the Board of
Directors and (ii) the Voting Interests represented at a meeting at which a quorum has been attained, or by such
greater percentage of the Board or Unit Owners as may be specified in the By -Laws with respect of certain
borrowing.
(f) Subsequent to the recording of this Declaration, the Association, when authorized by a
majority of the Voting Interests, shall have the power to acquire and enter into agreements for the acquisition
of fee interests, leaseholds, membership, and other possessory or use interests in lands or facilities, whether or
not contiguous to the lands of the Condominium, intended to provide for the use or benefit of the Unit Owners.
The expenses of ownership (including the expense of making and carrying any mortgage related to such
ownership), rental, operation, replacements and other expenses and undertakings in connection therewith shall
be Common Expenses.
(g) The power to adopt and amend rules and regulations covering the details of the
operation and use of the Condominium Property.
In the event of conflict between the powers and duties of the Association or otherwise, the Declaration shall
take precedence over the Articles of Incorporation, By -Laws and applicable rules and regulations; the Articles
of Incorporation shall take precedence over the By -Laws and applicable rules and regulations; and the By -Laws
shall take precedence over applicable rules and regulations, all as amended from time to time.
11.1 Limitation Upon Liability of Association. Notwithstanding the duty of the
Association to maintain and repair parts of the Condominium Property, the Association shall not be liable to
Unit Owners for injury or damage, other than for the cost of maintenance and repair, caused by any latent
condition of the Condominium Property.
11.2 Restraint Upon Assignment of Shares in Assets. The share ofa Unit Owner in the
funds and assets of the Association cannot be assigned, hypothecated or transferred in any manner except as an
appurtenance to his Unit.
11.3 Approval or Disapproval of Matters. Whenever the decision of a Unit Owner
(including approval or disapproval of Voting Interests) is required upon any matter, whether or not the subject
of an Association meeting, that decision shall be expressed by the same person who would cast the vote for that
Unit if at an Association meeting, unless the joinder of record Owners is specifically required by this
Declaration or by law.
1 1.4 Acts of the Association. Unless the approval or action of Unit Owners, and/or a
certain specific percentage of the Board, is specifically required in this Declaration, the Articles of
Incorporation or By -Laws of the Association, applicable rules and regulations or applicable law, all approvals
or actions required or permitted to be given or taken by the Association shall be given or taken by the Board,
without the consent of Unit Owners, and the Board may so approve the act through the proper officers of the
Association without a specific resolution. When an approval or action of the Association is permitted to be
given or taken hereunder or thereunder, such action or approval may be conditioned in any manner the
8
Book28550/Page4842 CFN#20130235629 Page 8 of 56
Association deems appropriate or the Association may refuse to take or give such action or approval without
the necessity of establishing the reasonableness of such conditions or refusal.
12. Determination of Common Expenses and Fixine of Assessments Therefor. The Board
shall from time to time, and at least annually, prepare a budget for the Condominium determine the amount of
assessments payable by the Unit Owners to meet the Common Expenses of the Condominium and allocate and
assess such expenses among the Unit Owners in accordance with the provisions of this Declaration and the By -
Laws. The Board shall advise all Unit Owners promptly in writing of the amount of the Assessment payable
by each of them as determined by the Board as aforesaid and shall furnish copies of each budget, on which
such assessments are based, to all Unit Owners and (if requested in writing) to their respective mortgagees.
The Common Expenses shall include the expenses of the operation, maintenance, repair and replacement of the
Common Elements, costs of carrying out the powers and duties of the Association and any other expenses
designated as Common Expenses by the Act, this Declaration, the Articles of Incorporation or By -Laws of the
Association, applicable rules and regulations or by the Association. Any reserve funds or working capital
contributions may be used as the Board shall determine from time to time and need not be restricted to
replacements or otherwise. Any budget adopted shall be subject to change to cover actual expenses at any
time. Any such change shall be adopted consistent with the provisions of the By -Laws.
13. Collection of Assessments.
13.1 Liability for Assessments. A Unit Owner, regardless of how title is acquired,
including a purchaser at a judicial sale, shall be liable for all Assessments coming due while he is the Unit
Owner. In a voluntary conveyance, the grantee shall be jointly and severally liable with the grantor for all
unpaid Assessments levied against the grantor for his share of the Common Expenses up to the time of the
conveyance, without prejudice to any right the grantee may have to recover from the grantor the amounts paid
by the grantee. The liability for Assessments may not be avoided by waiver of the use or enjoyment of any
Common Elements or by the abandonment of the Unit for which the Assessments are made or otherwise.
13.2 Default in Payment of Assessments for Common Expenses. Assessments and
installments thereof not paid within ten (10) days from the date when they are due shall bear interest at the
highest lawful rate from the due date until paid. The Association has a lien on each Condominium Parcel for
any unpaid Assessments on such Parcel, with interest and for reasonable attomey's fees and costs incurred by
the Association incident to the collection of the Assessment or enforcement of the lien. The lien is effective
from and after recording a claim of lien in the Public Records of the County, stating the description of the
Condominium Parcel, the name of the record owner, the amount due and the due dates. The lien is in effect
until all sums secured by it have been fully paid or until barred by law. The claim of lien includes only
Assessments which are due when the claim is recorded. A claim of lien shall be signed and acknowledged by
an officer or agent of the Association. Upon payment, the person making the payment is entitled to a
satisfaction of the lien. The Association may bring an action in its name to foreclose a lien for unpaid
Assessments in the manner a mortgage of real property is foreclosed and may also bring an action at law to
recover a money judgment for the unpaid Assessments without waiving any claim of lien.
13.3 Notice of Intention to Foreclose Lien. No foreclosure judgment may be entered
until at least thirty (30) days after the Association gives written notice to the Unit Owner of its intention to
foreclose its lien to collect the unpaid Assessments. If this notice is not given at least thirty (30) days before
the foreclosure action is filed, and if the unpaid Assessments, including those coming due after the claim of
lien is recorded, are paid before the entry of a final judgment of foreclosure, the Association shall not recover
attomey's fees or costs. The notice must be given by delivery of a copy of it to the Unit Owner or by certified
mail, return receipt requested, addressed to the Unit Owner. The address for the Unit shall be presumed to be
the address for such Notice unless the Unit Owner shall have given a different address by written notice to the
Association in accordance with Section 23.1, in which event notice to such address shall be sufficient. The
notice requirements of this subsection are satisfied if the Unit Owner records a Notice of Contest of Lien as
provided in the Act.
13.4 Appointment of Receiver to Collect Rental. If the Unit Owner remains in
possession of the Unit and the claim of lien is foreclosed, the Court in its discretion may require the Unit
Owner to pay a reasonable rental for the Unit and the Association is entitled to the appointment of a receiver to
collect the rent.
13.5 Institutional First Morteaeee. In the event an Institutional First Mortgagee shall
obtain title to the Unit as a result of foreclosure of its mortgage, or as a result of a deed given in lieu of
foreclosure, such Institutional First Mortgagee, its successors and assigns, shall not be liable for the share of
Common Expenses or Assessments or other charges imposed by the Association pertaining to such
Condominium Parcel or chargeable to the former Unit Owner of such Condominium Parcel which became due
prior to acquisition of title as a result of the foreclosure or the acceptance of such deed in lieu, except (i)
within the limits set forth in Section 718.116(1)(b) of the Act or (ii) if such share is secured by a claim of lien
that is recorded prior to the recording of the foreclosed mortgage. Any unpaid share of Common Expenses or
9
Book28550/Page4843 CFN#20130235629 Page 9 of 56
Assessments or other charges shall be deemed to be Common Expenses collectible from all of the Unit
Owners, including such acquirer, and such acquirer's successors and assigns.
13.6 Developer's Liability for Assessments. For the period commencing with the closing
of the sale of the first Unit occurs and terminating on the last day of the third full month after recording of the
Declaration (the "Guaranty Period"), the Developer guarantees that the monthly Assessment for the Unit
Owners shall not exceed the amount for each Unit as set forth in the initial budget for the Association included
in the Condominium Documents, The Developer agrees to pay the portion of the Common Expenses during the
Guaranty Period which exceed the amount assessed against Unit Owners. In consideration of said guaranty,
the Developer shall be excused from paying monthly Assessments for Units which it owns during the Guaranty
Period,. After the initial stated period, the Developer may, from time to time, and at any time, in its sole
discretion, extend the Guaranty Period for one or more additional three (3) month periods by instrument in
writing delivered to the Association.
13.7. Possession of Unit. Any person who acquires an interest in a Unit, except
Institutional First Mortgagees through foreclosure of a first mortgage of record (or deed in lieu thereof),
including, without limitation, persons acquiring title by operation of law, shall not be entitled to occupancy of
the Unit or enjoyment of the Common Elements until such time as all unpaid Assessments and other charges
due and owing by the former Owner, if any, have been paid.
13.8 Certificate of Unpaid Assessments. Any Unit Owner has the right to require from
the Association a certificate showing the amount of unpaid Assessments against him with respect to his Unit.
14. Insurance. Insurance covering portions of the Condominium Property shall be governed by
the following provisions:
14.1 Purchase, Custody and Payment.
(a) Purchase. All insurance policies described herein covering portions of the
Condominium Property shall be purchased by the Association and shall be issued by an insurance company
authorized to do business in Florida.
(b) Approval. Each insurance policy, the agency and company issuing the policy
and the Insurance Trustee (if appointed) hereinafter described shall be subject to the approval of the Primary
Institutional First Mortgagee in the first instance.
(c) Named insured. The named insured shall be the Association, individually,
and as agent for the Owners of Units covered by the policy, without naming them, and as agent for their
mortgagees, without naming them. The Unit Owners and their mortgagees shall be additional insured.
(d) Custody of Policies and Payment of Proceeds. All policies shall provide
that payments for losses made by the insurer shall be paid to the Insurance Trustee (if appointed), and all
policies and endorsements thereto shall be deposited with the Insurance Trustee (if appointed).
(e) Copies to Mortgagees. One copy of each insurance policy, or a certificate
evidencing such policy, and all endorsements thereto, shall be furnished by the Association upon request to
each Institutional First Mortgagee who holds a mortgage upon a Unit covered by the policy. Copies or
certificates shall be furnished not less than ten (10) days prior to the expiration of each preceding policy that is
being renewed or replaced, as appropriate.
(1) Personal Property and Liability. Unit Owners shall obtain insurance
coverage at their own expense covering all personal property within the Unit which is not covered by the
Association Insurance and which constitute fixtures and other permanent or semi -permanent installations
within the Unit. Such insurance shall be in an amount that will cover the replacement cost of such fixtures and
installation. Unit Owners shall also obtain liability insurance of not less than $1 million per person per
occurrence, and shall name the Association as an additional insured thereon. Unit Owners may insure their
other personal property at their own discretion upon the property lying within the boundaries of their Unit,
including, but no limited to, their personal property, and for their personal liability and for any other risks.
14.2 Coverage. The Association shall maintain insurance covering the following:
(a) Casualty. The Building (including all fixtures, installation or additions
comprising that part of the Building within the boundaries of the Units initially installed, or replacements
thereof, in accordance with their condition as of the date such insurance is obtained, but excluding all furniture,
furnishings, inventory, supplies or other personal property owned, supplied or installed by Unit Owners or
tenants of Unit Owners) and all Improvements located on the Common Elements from time to time, together
with all service machinery contained therein (collectively the "Insured Property"), shall be insured in an
10
Book28550/Page4844 CFN#20130235629 Page 10 of 56
amount not less than 100% of the full insurable replacement value thereof, excluding foundation and
excavation costs. Such policies may contain reasonable deductible provisions as determined by the Board.
Such coverage shall afford protection against:
(i) Loss or Damage by Fire and Other Hazards covered by a standard
extended coverage endorsement; and
(ii) Such Other Risks as from time to time are customarily covered with
respect to building and improvements similar to the Insured Property in construction, location and use,
including, but not limited to, vandalism and malicious mischief.
(b) Liability, Comprehensive general public liability insurance covering loss or
damage resulting from accidents or occurrences on or about or in connection with the Insured Property or
adjoining driveways and walkways, or any work, matters or things relate to the insured Property, with such
coverage as shall be required by the Board of Directors of the Association, but with combined single limit
liability of not less than $500,000.00 combined limits per person and $1,000,000 combined limits per
occurrence, and with a cross liability endorsement to cover liabilities of the Unit Owners as a group to any Unit
Owner, and vice versa.
(c) Workmen's Compensation and other mandatoryinsurance,whenapplicable.
(d) Flood Insurance, if required by the Primary Institutional First Mortgagee or
if the Association so elects.
(e) Fidelity Insurance covering all directors, officers and employees of the
Association and managing agents who handle Association funds.
(f) Such Other Insurance as the Board shall d
desirable.
m time to time to be
When appropriate and obtainable, each of the foregoing policies shall waive the insurer's right to: (i)
subrogation against the Association and against the Unit Owners individually and as a group, (ii) the clause
that reserves to the insurer the right to pay only a fraction of any loss in the event of co-insurance or if other
insurance carriers have issued coverage upon the same risk and (iii) avoid liability for a loss that is caused by
an act of the Board, or by a member of the Board or by one or more Unit Owners.
14.3 Additional Provisions. All policies of physical damage insurance shall provide that
such policies may not be canceled or substantially modified without at least ten (10) days' prior written notice
to all of the named insured, including all mortgagees of Units. Prior to obtaining any policy of casualty
insurance or any renewal thereof, the Board shall obtain an appraisal from a fire insurance company, or other
competent appraiser, of the full insurable replacement value of the Insured Property (exclusive of foundations),
without deduction for depreciation, for the purpose of determining the amount of insurance to be effected
pursuant to this Section.
14.4 Premiums. Premiums upon insurance policies purchased by the Association shall be
paid by the Association as a Common Expense, except that the amount of increase in the premium occasioned
by misuse, occupancy or abandonment of any one or more Units or their appurtenance or of the Common
Elements by particular Unit Owners shall be assessed against and paid by such Owners. Premiums may be
financed in such manner as the Board deems appropriate.
14.5 Insurance Trustee; Share of Proceeds. All insurance policies obtained by the
Association shall be for the benefit of the Association, the Unit Owners and their mortgagees, as their
respective interest may appear, and shall provide that all proceeds covering property losses shall be paid to the
Insurance Trustee which may be designated by the Board and which, if so appointed, shall be a bank, or trust
company in Florida with trust powers, with its principal place of business in the County. The Insurance
Trustee (if appointed) shall not be liable for payment of premiums, nor for the renewal of the sufficiency of
policies, nor for the failure to collect any insurance proceeds. The duty of the Insurance Trustee (if appointed)
shall be to receive such proceeds as are paid and to bold the same in trust for the purposes elsewhere stated
herein, and for the benefit of the Unit Owners and their respective mortgagees in the following shares, but
which shares need not be set forth on the records of the Insurance Trustee:
(a) Insured Property. Proceeds on account of damage to the Insured Property
which is a Common Element shall be held in undivided shares for each Unit Owner, such shares being the
same as the undivided shares in the Common Elements appurtenant to each Unit, provided that if the Insured
Property so damaged includes Property lying within the boundaries of specific Units, that portion of the
proceeds allocable to such property shall be held as if that portion of the Insured Property were Optional
Property as described in paragraph (b) below.
11
Book28550/Page4845 CFN#20130235629 Page 11 of 56
(b) Optional Property. Proceeds on account of damage solely to Units and/or
certain portions or all of the contents thereof not included in the Insured Property (all as determined by the
Association in its sole discretion) (collectively the "Optional Property"), if any which is collected by reason of
optional insurance which the Association elects to carry thereon (as contemplated herein), shall be held for the
benefit of Owners of Units or other portions of the Optional Property damaged in proportion to the cost of
repairing the damage suffered by each such affected Owner, which cost and allocation shall be determined in
the sole discretion of the Association.
(c) Mortgagees. No mortgagee shall have any right to determine or participate in
the determination as to whether or not any damaged property shall be reconstructed or repaired, and no
mortgagee shall have any right to apply or have applied to the reduction of a mortgage debt any insurance
procrtrls, except for actual distributions thereof made to the Unit Owner and mortgagee pursuant to the
provisions of this Declaration.
14.6 Distribution of Proceeds. Proceeds of insurance policies received by the Insurance
Trustee (if appointed) shall be distributed to or for the benefit of the beneficial owners thereof in the following
manner.
(a) Expenses of the Trust. All expenses of the Insurance Trustee (if appointed)
shall be first paid or provision shall be made therefor.
(b) Reconstruction of Repair. If the damaged property for which the proceeds
are paid is to be repaired or reconstructed, theremaining proceeds shall be paid to defray the cost thereof as
elsewhere provided herein. Any proceeds remaining after defraying such costs shall be distributed to the
beneficial owners thereof, remittances to Unit Owners and their mortgagees being payable jointly to them.
(c) Failure to Reconstruct or Repair. If it is determined in the manner
elsewhere provided that the damaged property for which the procerAls are paid shall not be reconstructed or
repaired, the remaining proceeds shall be allocated among the beneficial owners as provided in Section 14.5
above, and with respect to any Unit subject to a mortgage, shall be distributed first to the Institutional First
Mortgagees of each such Unit until its mortgage is paid off, and the balance, if any, to the Unit Owner.
(d) Certificate. In making distributions to Owners and their mortgagees, the
Insurance Trustee (if appointed) may rely upon a certificate of the Association made by its President and
Secretary as to the names of the Owners and their mortgagees and their respective shares of the distribution.
14.7 Association as Agent. The Association is hereby irrevocably appointed as agent and
attomey-in-fact for each Owner and for each owner of a mortgage or other lien upon a Unit and for each owner
of any other interest in the Condominium Property or in the Common Areas to adjust all claims arising under
insurance policies purchased by the Association and to execute and deliver releases upon the payment of
claims.
14.8 Unit Owners Personal Coverage. Unless the Association elects otherwise, the
insurance purchased by the Association shall not cover claims against an Owner due to accidents occurring
within his Unit, nor casualty or theft Toss to the contents of an Owner's Unit. It shall be the obligation of the
individual Unit Owner, if such Owner so desires, to purchase and pay for insurance as to all such other risks
not covered by insurance carried by the Association.
14.9 Benefit of Mortgagees. Certain provisions in this Section 14 entitled "Insurance" are
for the benefit of mortgagees of Units and may be enforced by such Mortgagees.
14.10 Insurance Trustee. The Board of Directors of the Association shall have the option,
in its discretion, of appointing an Insurance Trustee hereunder. lithe Association fails or elects not to appoint
such Trustee, the Association will perform directly all obligations imposed upon such Trustee by this
Declaration.
15. Reconstruction or Repair After Fire or Other Casualty.
15.1 Determination to Reconstruct or Repair. In the event of damage to or destruction
of the Insured Property (and the Optional Property, if insurance has been obtained by the Association with
respect thereto) as a result of fire or other casualty, then, the Board of Directors shall arrange for the prompt
repair and restoration of the Insured Property (and the Optional Property, if insurance has been obtained by the
Association with respect thereto) and the Insurance Trustee (if appointed) shall disburse the proceeds for all
insurance policies to the contractors engaged in such repair and restoration in appropriate progress payments
unless (i) Unit Owners of all damaged Units and their mortgagee and (ii) Unit Owners owning 67% or more of
the applicable interests in the Common Elements including the affected Unit Owners described in clause (i),
12
Book28550/Page4846 CFN#20130235629 Page 12 of 56
elect not to proceed with repairs or restoration and the Primary Institutional First Mortgagee approves such
election. If Unit Owners elect not to proceed with repair and restoration as aforesaid, then: (i) if Unit Owners
elect to terminate the Condominium pursuant to Section 20 hereof, the net proceeds of insurance resulting from
such damage or destruction shall be divided among all the Unit Owners in proportion to their respective
interest in the Common Elements (with respect to proceeds held for damage to the Insured Property other than
that portion of the Insured Property lying within the boundaries of the Unit), or (ii) if the Unit Owners do not
elect to terminate the Condominium then the provisions of Section 16.4 and 16.5 shall apply as if the casualty
had been a taking by condemnation and the net insurance pror'rrts been the condemnation award. No payment
shall be made to a Unit Owner under either (i) or (ii) above until there has been first paid off out ofhis share of
such fund all mortgages and liens on his unit in the order or priority of such mortgages and liens. Wherever in
this Section and Words "promptly repair" are used, it shall mean that repairs are to begin not more than sixty
(60) days from the date the Insurance Trustee (if appointed) notifies the Board and the Unit Owners that such
proceeds of insurance are insufficient to pay the estimated costs of such work. The Insurance Trustee (if
appointed) may rely upon a certificate of the Association made by its President and Secretary to determine
whether or not the damaged property is to be reconstructed or repaired
15.2 Plans and Specifications. Any reconstruction or repair must be made such as will restore the
Condominium Property (exclusive of (i) any personal property of the Unit Owner or its Tenant and (ii) any
portion of the Condominium Property which is not Insured Property) to substantially the same condition as
existed prior to the casualty or if not, then in accordance with the plans and specifications approved by the
Board, and, if the damaged Property which is to be altered is the Building or the Optional Property, by Owners
of not less than 67% of the Voting Interests, as well as the Owners of all Units and other portions of the
Optional Property (and their respective mortgagees) the plans for which are to be altered.
15.3 Special Responsibility. If the damage is only to those parts of the Optional Property for
which the responsibility of maintenance and repair is that of the respective Unit Owners, then the Unit Owners
shall be responsible for all necessary reconstruction and repair (unless insurance proceeds are held by the
Association with respect thereto by reason of the purchase of optional insurance thereon, in which case, the
Association shall have the responsibility to reconstruct and repair the damaged Optional Property, provided the
respective Unit Owners shall be individually responsible for any amount by which the cost of such repair or
reconstruction exceeds the insurance proceeds held for such repair or reconstruction on a Unit by Unit basis, as
determined in the sole discretion of the Association). In all other instances, the responsibility for all necessary
reconstruction and repair shall be that of the Association.
15.4 Estimate of Costs. Immediately after a determination is made to rebuild or repair damage to
property for which the Association has the responsibility of reconstruction and repair, the Association shall
obtain reliable and detailed estimates of the cost to rebuild or repair.
15.5 Assessments. If the proceeds of the insurance are not sufficient to defray the estimated costs
of reconstruction and repair to be effected by the Association, or if at any time during reconstruction and
repair, or upon completion of reconstruction and repair, the funds for the payment of the costs of reconstruction
and repair are insufficient, Assessments shall be made against the Unit Owners in sufficient amounts to provide
funds for the payment of such costs. Such Assessments on account of damage to the Insured Property shall be
in proportion to all of the Owners' respective shares in the Common Elements, and on account of damage to
the Optional Property, in proportion to the cost or repairing the damage suffered by each Owner thereof, as
determined by the Association.
15.6 Construction Funds. The funds for payment of the costs of reconstruction and repair, which
shall consist of proceeds of insurance held by the Insurance Trustee (if appointed) and funds collected by the
Association from Assessments against Unit Owners, shall be disbursed in payment of such costs in the
following manner:
(a) Association. If the total Assessments made by the Association in order to provide
funds for payment of the costs of reconstruction and repair which are the responsibility of the Association are
more than $100,000.00, then the sums paid upon such Assessments shall be deposited by the Association with
the Insurance Trustee (if appointed). In all other cases, the Association shall hold the sums paid upon such
Assessments and disburse the same in payment of the costs of reconstruction and repair.
(b) Disbursement The proceeds of insurance collected on account of a casualty, and the
sums collected from Unit Owners on account of such casualty, shall constitute a construction funds which shall
be disbursed in payment of the costs of reconstruction and repair in the following manner and order:
(i) Estimated Cost of Repair Tess than $100,000. If the amount of the
estimated costs of reconstruction and repair which are the responsibility of the Association is less than
$100,000.00, then the construction funds shall be disbursed in payment of such costs upon the order of the
Board, provided, however, that upon request to the Insurance Trustee (if appointed) by an Institutional First
13
Book28550/Page4847 CFN#20130235629 Page 13 of 56
Mortgagee which is a beneficiary of an insurance policy, the proceeds of which are included in the construction
fund, such fund shall be disbursed in the manner provided in clause (ii) below.
(ii) Estimated Cost of Repair more than $100,000. If the amount of the
estimated costs of reconstruction and repair which are the responsibility of the Association is more than
$100,000.00, then the construction fund shall be disbursed in payment of such costs in the manner
contemplated by subparagraph (i) above, but then only upon the further approval of an architect qualified to
practice in Florida and employed by the Association to supervise the work.
(iii) Unit Owners. If there is a balance of insurance proceeds after payment of all
costs of reconstruction and repair that are the responsibility of the Association, this balance may be used by the
Association to effect repairs to the Optional Property (if not insured or if under -insured), or may be distributed
to Owners of the Optional Property who have the responsibility for reconstruction and repair thereof. The
distribution shall be in the proportion that the estimated cost of reconstruction and repair of such damage to
each affected Unit Owners bears to the total of such estimated costs to all affected Unit Owners, as determined
by the Board; provided, however, that no Unit Owner shall be paid an amount in excess of the estimated costs
of repair for his portion of the Optional Property. All proceeds must be used to effect repairs to the Optional
Property, and if insufficient to complete such repairs, the Owners shall pay the deficit with respect to their
portion of the of the Optional Property and promptly effect the repairs. Any balance remaining after such
repairs have been effected shall be distributed to the affected Unit Owners and their mortgagees jointly as
elsewhere herein contemplated.
(iv) Surplus. It shall be presumed that the first monies disbursed in payment of
costs of reconstruction and repair shall be from insurance proceeds. If there is a balance in a construction fund
after payment of all costs relating to the reconstruction and repair for which the fund is established, such
balance shall be distributed to the beneficial owners of the fund as provided in Section 14.5(a) and 14.6(c);
except, however, that part of a distribution to an Owner which is equal to or less than Assessments paid by
such Owner into the construction fund shall not be made payable to any mortgagee.
(v) Certificate. Notwithstanding the provisions herein, the insurance Trustee (if
appointed) shall not be required to determine whether or not sums paid by Unit Owners upon Assessments
shall be deposited by the Association with the Insurance Trustee (if appointed), nor to determine whether the
disbursements from the construction fund are to be made upon the order of the Association alone or upon the
additional approval of an architect or otherwise, nor whether a disbursement is to be made from the
construction fund, nor to determine whether surplus funds to be distributed are less than the Assessments paid
by Owners, nor to determine the payees nor the amounts to be paid. The Insurance Trustee (if appointed) may
rely upon a certificate of the Association, made by its President and Secretary, as to any or all of such matters
and stating that the sums to be paid are due and properly payable, and stating the names of the payee and the
amounts to be paid.
15.7 Benefit of Mortgagees. Certain provisions in this Section 15 are for the benefit of
mortgagees of Units and may be enforced by any of them.
16. Condemnation.
16.1 Deposit of Awards with Insurance Trustee. The taking of portions of the
Condominium Property by the exercise of the power of eminent domain shall be deemed to be a casualty, and
the awards for that taking shall be deemed to be proceeds from insurance on account of the casualty and shall
be deposited with the Insurance Trustee (if appointed). Even though the awards may be payable to Unit
Owners, the Unit Owners shall deposit the awards with the Insurance Trustee (if appointed); and in the event
of failure to do so, in the discretion of the Board of Directors of the Association, a special Assessment shall be
made against a defaulting Unit Owner in the amount of his award, or the amount of that award shall be set off
against the sums hereafter made payable to that Owner.
16.2 Determination Whether to Continue Condominium. Whether the Condominium
will be continued after condemnation will be determined in the manner provided for determining whether
damaged property will be reconstructed and repaired after casualty. For this purpose, the taking by eminent
domain shall also be deemed to be a casualty.
16.3 Disbursement of Funds. If the Condominium is terminated after condemnation, the
proceeds of the awards and special Assessments will be deemed to be insurance proceeds and shall be owned
and distributed in the manner provided with respect to the ownership and distribution of insuranceproceM.s if
the Condominium is terminated after a casualty. If the Condominium is not terminated after condemnation, the
size of the Condominium will be reduced and the property damaged by the taking will be made usable in the
manner provided below. The proem-11s of the awards and special Assessments shall be used for these purposes
and shall be disbursed in the manner provided for disbursement of funds by the Insurance Trustee (if
appointed) after a casualty or as elsewhere in this Section 16 specifically provided.
14
Book28550/Page4848 CFN#20130235629 Page 14 of 56
16.4 Unit Reduced but Usable. If the taking reduces the size of a Unit and the remaining
portion of the Unit can be utilized for commercial purposes (in the sole opinion of the Association), the award
for the taking of a portion of the Unit shall be used for the following purposes in the order stated and the
following changes shall be made to the Condominium:
(a) Restoration of Unit. The Unit shall be usable for commercial purposes. If
the cost of the restoration exceeds the amount of the award, the additional funds required shall be assessed
against the Owner of the Unit.
(b) Distribution of Surplus. The balance of the award in respect of the Unit, if
any, shall be distributed to the Owner of the Unit and to each mortgagee of the Unit, the remittance being made
payable jointly to the Owner and such mortgagees.
(c) Adjustment of Shares in Common Elements. If the floor area of the Unit is
reduced by the taking, the percentage representing the share in the Common Elements and of the Common
Expenses and Common Surplus appurtenant to the Unit shall be reduced by multiplying the percentage of the
applicable Unit prior to reduction by a fraction, the numerator of which shall be the area in square feet of the
Unit after the taking and the denominator of which shall be the area in square feet of the Unit before the taking.
The shares of all Unit Owners in the Common Elements, Common Expenses and Common Surplus shall then
be restated as follows:
(i) add the total of all percentages ofall Units afterreduction as aforesaid
(the "Remaining Percentage Balance"); and
(ii) divide each percentage for each Unit after reduction as aforesaid by
the Remaining Percentage Balance.
The result of such division for each Unit shall be the adjusted percentage for
such Unit.
16.5 Unit Not Usable. If the taking is of the entire Unit or so reduces the size of a Unit
that it cannot be utilized for commercial purposes (in the sole opinion of the Association), the award for the
taking of the Unit shall be used for the following purposes in the order stated and the following changes shall
be made to the Condominium:
(a) Payment of Award. The awards shall be paid first to the applicable
Institutional First Mortgagees in amounts sufficient to pay off their mortgages in connection with each Unit
which is not so usable for commercial purposes; second, to the Association for any due and unpaid
Assessments; third, jointly to the affected Unit Owners and other mortgagees of their Units. In no event, shall
the total of such distributions in respect of a specific Unit exceed the market value of such Unit immediately
prior to the taking. The balance, if any, shall be applied to repairing and replacing the Common Elements.
(b) Addition to Common Elements. The remaining portion of the Unit, if any,
shall become part of the Common Elements and shall be placed on a condition allowing, to the extent possible,
for use by all of the Unit Owners in the manner approved by the Board of Directors of the Association;
provided that if the cost of the work therefor shall exceed the balance of the funds from the award for the
taking, such work shall be approved in the manner elsewhere required for capital improvements to the
Common Elements.
(c) Adjustment of Shares. The shares in the Common Elements, Common
Expenses and Common Surplus appurtenant to the Units that continue as part of the Condominium shall be
adjusted to distribute the shares in the Common Elements, Common Expenses and Common Surplus among
the reduced number of Unit Owners (and among reduced Units). This shall be effected by restating the shares
of continuing Unit Owners as follows:
prior to this adjustment, but a
"Percentage Balance"); and
) add the total of all percentages of all Units of continuing Owners
r any adjustments made necessary by subsection 16.4(c) hereof (the
(ii) divide the percentage of each Unit of a continuing Owner prior to this
adjustment, but after any adjustments made necessary by subsection 16.4(c) hereof, by the Percentage Balance.
such Unit.
The result of such division for each Unit shall be the adjusted percentage for
15
Book28550/Page4849 CFN#20130235629 Page 15 of 56
(d) Assessments. If the balance of the award (after payments to the Unit Owner
and such Owner's mortgagees as above provided) for the taking is not sufficient to alter the remaining portion
of the Unit for use as a part of the Common Elements, the additional funds required for such purposes shall be
raised by Assessments against all of the Unit Owners who will continue as Owners of Units after the changes
in the Condominium effected by the taking. The Assessments shall be made in proportion to the applicable
percentage shares of those Owners after all adjustments to such shares effected pursuant hereto by reason of the
taking.
(e) Arbitration. If the market value of a Unit prior to the taking cannot be
determined by agreement between the Unit Owner and the mortgagees of the Unit and the Association within
thirty (30) days after notice of a dispute by any affected party, such value shall be determined by arbitration in
accordance with the then existing rules of the American Arbitration Association, except that the arbitrators
shall be two appraisers appointed by the American Arbitration Association who shall base their determination
upon an average of their appraisals of the Unit. A judgment upon the decision rendered by the arbitrators may
be entered in any court of competent jurisdiction in accordance with the Florida Arbitration Code. The cost of
arbitration proceedings shall be assessed against all Unit Owners, including Owners who will not continue after
the taking, in proportion to the applicable percentage shares of such Owners as they exist prior to the
adjustments to such shares effected pursuant thereto by reason of the taking.
16.6 Taldn2 of Common Elements. Awards for the taking of Common Elements shall be
used to render the remaining portion of the Common Elements useable in the manner approved by the Board;
provided, that if the cost of such work shall exceed the balance of the funds from the awards for the taking, the
work shall be approved in the manner elsewhere required for capital improvements to the Common Elements.
The balance of the awards for the taking of Common Elements, if any, shall be distributed to the Unit Owners
in the shares in which they own the Common Elements after adjustment to these shares effected pursuant
hereto by reason of the taking. If there is a mortgage on a Unit, the distribution shall be paid jointly to the
Owner and the Mortgagees of the Unit.
16.7 Amendment of Declaration. The changes in Units, in the Common Elements and in
the ownership of the Common Elements and share in the Common Expenses and Common Surplus that are
effected by the taking shall be evidenced by an amendment to this Declaration of Condominium that is only
required to be approved by, and executed upon the direction of, a majority of all members of the Board.
17. Occupancy and Use Restrictions. In order to provide for congenial use and occupancy of the
Condominium Property and for the protection of the values of the Units, the use of the Condominium Property
shall be restricted to and shall be in accordance with the following provisions:
17.1 Occupancy. Each Unit shall be used for any purpose permitted by applicable zoning
codes and requirements, subject to the prohibitions set forth below.
17.2 Prohibited Uses. Units may only be used for uses permitted in the applicable zoning
district. Additionally, even if permitted under applicable zoning regulations, no Unit or part of a Unit may be
used for any of the following uses: (a) funeral home or undertaking business; (b) storage or manufacture of
explosives or other flammable or hazardous materials; (c) a business or use which creates strong, unusual or
offensive odors, fumes, dust or vapors which is a public or private nuisance or which emits noise or sound
which are objectionable to a person of reasonable judgment due to intermittence, beat, frequency, shrillness or
loudness or which creates unusual or unreasonable risk of fire, explosion or other hazards or damage to
property or injury to or death of one or more persons; (d) adult book or video stores; (e) any business requiring
more than four (4) parking spaces per 1,000 square feet of space; and (t) schools, churches and day
care/kindergarten facilities. The Owner of any Unit determined to be in violation hereof shall be liable for all
attorneys fees and costs incurred by the Association in enforcing the restrictions herein contained.
17.3 Use of Common Elements. The Common Elements shall be used only for furnishing
of the services and facilities for which they are reasonably suited and which are incident to the use and
occupancy of Units.
17.4 No Improper Uses. No improper, offensive, hazardous or unlawful use shall be
made of the Condominium Property or any part thereof, and all valid laws, zoning ordinances and regulations
of all governmental bodies having jurisdiction thereover shall be observed. Violations of laws, orders, rules,
regulations or requirement of any governmental agency having jurisdiction thereover, relating to any portion of
the Condominium Property, shall be corrected by, and at the sole expense of, the party obligated to maintain or
repair such portion of the Condominium Property, as elsewhere herein set forth.
17.5 Effect on Developer; Association. The restrictions and limitations set forth in this
Section 17 shall not apply to the Developer or to Units owned by the Developer. The Association shall have
the power (but not the obligation) to grant relief in particular circumstances from the provisions of specific
restrictions contained in this Section 17 for good cause shown.
16
Book28550/Page4850 CFN#20130235629 Page 16 of 56
17.6 Signs. All signs must meet the requirements of all applicable building and zoning
ordinances and other requirements and shall be ordered by Unit Owners from a signage company approved by
the Association. The Developer reserves the right to assign space on any pylon or monument sign constituting
a Common Element of the Condominium for the exclusive use of a Unit Owner, whereupon such space shall
become a Limited Common Element of such Unit. The Developer may, at its option, charge a fee for the sole
benefit of Developer in connection with any such assignment. The rights of Developer hereunder shall extend
for the same period as that reserved to the Developer for assigning parking spaces and storage spaces in
Section 3.4 hereof. Unit owners will be solely responsible for paying the sign company selected by
Association for all costs associated with putting up their sign, including the applicable panel on the pylon sign
or monument sign.
17.7 Other Restrictions. The following restrictions shall apply to the operation of the
businesses in the Condominium:
a. Such businesses shall comply with all zoning and private restrictions applicable to the
Condominium, including any restrictions imposed as a condition of any building and zoning
approvals.
b. Such business shall comply with all requirements governing operations of the
business set forth in the Rules and Regulations, as these may be amended from time to time.
18. Sale, Lease or Mortgaging of Units. The Unit Owners shall have the right to sell, lease or
mortgage the Units without restrictions or rights of first refusal, provided that the use of such Unit complies
with the restrictions on use established in the Master Covenants.
19. Compliance and Default. Each Unit Owner and every occupant of a Unit and the
Association shall be governed by and shall comply with the terms of this Declaration of Condominium and all
exhibits annexed hereto, and the rules and regulations adopted pursuant to those documents, as the same may
be amended from time to time. The Association (and Unit Owners, if appropriate) shall be entitled to the
following relief in addition to the remedies provided by the Act:
19.1 Negligence. A Unit Owner shall be liable for the expense ofany maintenance, repair
or replacement made necessary by his negligence or by that of employees, agents or lessees, but only to the
extent such expense is not met by the proceeds of insurance actually collected in respect of such negligence by
the Association.
19.2 Compliance. In the event a Unit Owner or occupant fails to maintain a Unit or fails
to cause such Unit to be maintained, or fails to observe and perform all of the provisions of the Declaration, the
By -Laws, the Articles of Incorporation of the Association, applicable rules and regulations, or any other
agreement, documents or instrument affecting the Condominium Property, in the manner required, the
Association shall have the right to proceed in a court of equity to require performance and/or compliance, to
impose any applicable fines, to sue in a court of law for damages, to suspend voting rights in Association
matters or use rights in the Common Elements, to assess the Unit Owner and the Unit for the sums necessary to
do whatever work is required to put the Unit Owner or Unit in compliance and to collect such Assessment and
have a lien therefor as elsewhere provided. In addition, the Association shall have the right, for itself and its
employees and agents, to enter the Unit and perform the necessary work to enforce compliance with the above
provisions (by force, if necessary), without having committed a trespass or incurred any other liability to the
Unit Owner.
19.3 Costs and Attorneys' Fees. In any proceeding arising because of an alleged failure
of a Unit Owner or the Association to comply with the requirements of the Act, this Declaration, and exhibits
annexed hereto, or the rules and regulations adopted pursuant to said documents, as the same maybe amended
from time to time, the prevailing party shall be entitled to recover the costs of the proceeding and such
reasonable attorneys' fees (including appellate attorneys' fees) as may be awarded by the Court.
19.4 No Waiver of Rights. The failure of the Association or any Unit Owner to enforce
any covenant, restriction or other provision of the Act, this Declaration, the exhibits annexed hereto, or the
rules and regulations adopted pursuant to said documents, as the same may be amended from time to time,
shall not constitute a waiver of their right to do so thereafter.
20. Termination of Condominium. The Condominium shall continue until such time as
withdrawal of the Condominium Property from the provisions of this Act is authorized by a vote of Unit
Owners owning at least 70% of the Voting Interests (including Voting Interests held by the Developer), and by
the Primary Institutional First Mortgagee. In the event such withdrawal is authorized as aforesaid, the
Condominium Property shall be subject to an action for partition by any Unit Owner, mortgagee or lienor as if
owned in common, in which event the net proceeds of sale shall be divided among all Unit Owners in
17
Book28550/Page4851 CFN#20130235629 Page 17 of 56
proportion to their respective interests in the Common Elements, provided, however, that no payment shall be
made to a Unit Owner until there has first been paid off out of his share of such net proceeds all mortgages and
liens on his Unit in the order of their priority. The termination of the Condominium, as aforesaid, shall be
evidenced by a certificate of the Association executed by its President and Secretary, certifying as to the basis
of the termination, and said certificates shall be recorded among the public records of the County. This Section
may not be amended without the consent of(i) all Institutional First Mortgagees and (ii) the Developer so long
as it owns any Unit.
21. Additional Rights of Institutional First Mortgagee. In addition to all other rights herein set
forth, Institutional First Mortgagees shall have the right, upon written request to the Association, to:
21.1 Examine the Association's books;
21.2 Receive notice of Association meetings and attend such meetings;
21.3 Receive notice of an alleged default by any Unit Owner, for whom such Mortgage
holds a mortgage, which is not cured within thirty (30) days of notice of default to such Unit Owner; and
21.4 Receive notice of any substantial damage or loss to any portion of the Condominium
Property.
22. Covenant Running with the Land. All provisions of this Declaration, the Articles, By -Laws
and applicable rules and regulations of the Association shall, to the extent applicable and unless otherwise
expressly herein or therein provided to the contrary, be perpetual and be construed to be covenants running
with the Land and with every part thereof and interest therein, and all of the provisions hereof and thereof shall
be binding upon and inure to the benefit of the Developer and subsequent owner(s) of the Land or any part
thereof, or interest therein, and their respective heirs, personal representatives, successors and assigns, but the
same are not intended to create nor shall they be construed as creating any rights in or for the benefit of the
general public. All present and future Unit Owners, tenants and occupants of Units shall be subject to and
shall comply with the provisions of this Declaration and such Articles, By -Laws and applicable rules and
regulations as they may be amended from time to time. The acceptance of a deed or conveyance, or the
entering into of a lease, or the entering into occupancy of any Unit, shall constitute an adoption and ratification
of the provisions of this Declaration, and the Articles, By -Laws and applicable rules and regulations of the
Association as they may be amended from time to time, by such Unit Owner, tenant or occupant.
23. Additional Provisions.
23.1 Notices. All notices to the Association required or desired hereunder or under the By -
Laws of the Association shall be sent by certified mail (return receipt requested) to the Association c/o its
office at the Condominium or to such other address as the Association may hereafter designate from time to
time by notice in writing to all Unit Owners. Except as provided specifically in the Act, all notices to any Unit
Owner shall be sent by fast class mail to the Condominium address of such Unit Owner, or such other address
as may have been designated by him from time to time, in writing, to the Association. All notices to
mortgagees of Units shall be sent by first class mail to their respective addresses, or such other address, as may
be designated by them from time to time, in writing to the Association. All notices shall be deemed to have
been given when mailed in a postage prepaid sealed wrapper, except notices of a change of address, which
shall be deemed to have been given when received, or five (5) business days after proper mailing, whichever
shall first occur.
23.2 Interpretation. The provisions of this Declaration shall be presumed to supersede the
Act wherever variances are permitted under the Act. The provisions of the Act as in effect at the time this
Declaration is recorded are incorporated herein by this reference. Any changes to the Act following such date
shall not affect the rights and obligations of the parties hereto unless (i) required by the amendment to the Act
if such requirement is constitutional or (ii) such amendment adopted by the majority of the Voting Interest in
an Amendment to this Declaration. The Board shall be responsible for interpreting the provisions hereof and of
any of the Exhibits attached hereto. Such interpretation shall be binding upon all parties unless wholly
unreasonable. An opinion of counsel that any interpretation adopted by the Association is not unreasonable
shall conclusively establish the validity of such interpretation.
23.3 Mortgagees. The Association shall not be responsible to any mortgagee or henor of
any Unit hereunder, and may assume the Unit is free of any such mortgages or liens, unless written notice of
the existence of such mortgage or lien is received by the Association.
23.4 Exhibits. There is hereby incorporated in this Declaration any materials contained in
the Exhibits annexed hereto which under the Act are required to be part of the Declaration.
18
Book28550/Page4852 CFN#20130235629 Page 18 of 56
23.5 Signature of President and Secretary. Wherever the signature of the President of
the Association is required hereunder, the signature of a vice-president may be substituted therefor, and
wherever the signature of the Secretary of the Association is required hereunder, the signature of an assistant
secretary may be substituted therefore, provided that the same person may not execute any single instrument on
behalf of the Association in two separate capacities.
23.6 Governing Law. Should any dispute or litigation arise between any of the parties
whose rights or duties are affected or determined by this Declaration, the Exhibits annexedhereto or applicable
rules and regulations adopted pursuant to such documents, as the same may be amended from time to time, said
dispute or litigation shall be governed by the laws of the State of Florida.
23.7 Severability. The invalidity in whole or in part of any covenant or restriction, or any
section, subsection, sentence, clause, phrase or word, or other provision of this Declaration, the Exhibits
annexed hereto, or applicable rules and regulations adopted pursuant to such documents, as the same may be
amended from time to time, shall not affect the validity of the remaining portions thereof which shallremain in
full force and effect.
23.8 Waiver. No provisions contained in this Declaration shall be deemed to have been
waived by reason of any failure to enforce the same, without regard to the number of violations or breaches
which may occur.
23.9 Ratification. Each Unit Owner, by reason of having acquired ownership (whether by
purchase, gift, operation of law or otherwise), and each occupant of a Unit, by reason of his occupancy, shall
be deemed to have acknowledged and agreed that all of the provisions of this Declaration, and the Articles and
By -Laws of the Association, and applicable rules and regulations, are fair and reasonable in all material
respects.
23.10 Gender: Plurality. Wherever the context so permits, the singular shall include the
plural, the plural shall include the singular, and the use of any gender shall be deemed to include all or no
genders.
23.11 Captions. The captions herein and in the Exhibits annexed hereto are inserted only as
a matter of convenience and for ease of reference and in no way define or limit the scope of the particular
document or any provision thereof.
23.12 Indemnity of Developer. The Association agrees to indemnify and hold Developer
harmless from and against any claims, suits, actions or causes of action or proceedings ("Claims") and any
damages, judgments, attorneys fees, expert witness fees, investigation expenses and other costs of any nature
incurred by Developer ("Indemnifiable Losses") arising from any Claim, or incurred in defending any Claim,
which may be made against the Developer by reason of any injury or damage to person or property attributable
to an occurrence on the Condominium Property. Additionally, the Association shall indemnify for any
attorneys fees, expert fees or other costs incurred by Developer in enforcing the provisions of this Declaration,
and for any damages suffered by Developer by reason of a breach of the provisions of this Declaration if the
Developer prevails in any's-uit seeking such enforcement or damages. The costs and expenses of fulfilling this
covenant of indemnification shall be Common Expenses. Notwithstanding the foregoing, the Association shall
not be required to indemnify Developer against a Claim for breach of Developer's contractual, warranty or
statutory obligations if the claimant prevails in such Claim.
SIGNATURES ON THE FOLLOWING PAGE
19
Book28550/Page4853 CFN#20130235629 Page 19 of 56
DECLARATION OF CONDOMINIUM
SIGNATURE PAGE
IN WITNESS WHEREOF, the Developer has is Declaration to be duly executed and its
corporate seal to be hereunto affixed this 24, day of , 2013.
Signed, sealed and delivered
in our presence:
Na e:
r
Name:
STATE OF ia.04aCt., )
): ss.
COUNTY OF
Warehouse 380, LLC, a Florida limited liability
company
The foregoing instrument :as acknowledged before me this Zfil day of Aar& , 2013 by Xt4414
____________asJ. Lnjtt of Warehouse 380, EEC, a Florida limited liability company,
on behalf of the corpo a on. e!She is personally known to aie or has produced
as identification.
My Commission Expires:
ISFlorlda
MARIA V. 8ClUatfieRoAt
My Canon. commfip sDADp9r 72945,824014
Bonded %MIA Nali011ai Notary Assn,
20
TARY PUBLIC,
Name:
Commission No.:
Book28550/Page4854 CFN#20130235629
Page 20 of 56
CONSENT OF MORTGAGEE
TotalBank, a Florida banking association, hereinafter called the "Mortgagee", the owner and holder
of that certain mortgage recorded in Official Records Book 27948, Page 1167 of the Public Records of Miami
Dade County, Florida, which mortgage encumbered the property more particularly described therein, consents
to the making of the Declaration of Condominium, together with all of the Exhibits attached thereto, and the
mortgagee agrees that the lien of said mortgage effects and encumbers that certain property described therein,
shall hereafter be upon the following described property in Miami Dade County, Florida, to -wit
All of the condominium units located in Warehouse 380 Condominium.
Said condominium units being 2 units as described in the said Declaration
of Condominium and Exhibits attached hereto, submitting to condominium
ownership to the real property legally described on Exhibit 1 hereto.
TOGETHER WITH all of the appurtenances thereto, including all of the undivided shares in the
common elements.
Signed, :.o ed and delivered
in the ., ence of:
Nam
STATE OF F
COUNTY OF
The foregoing instrument was acknawleged be
DonlLi D u2 as
personally known to me or has
My Coi1111liAii3irPE3 l ATE OF FLORIDA
Carla I. Garcia
s. Commission # EE075089
Expires: APR. 10, 2015
TERC ATLANTIC BONDING Ca, INC.
21
2013 by
e bank. He! She is
ntification.
N$ ARY PUBLIC, S
Print Name:
Commission No.:
Book28550/Page4855 CFN#20130235629 Page 21 of 56
Exhibit "1"
Legal Description for Condominium
Lots 25 and 26, of BISCAYNE PARK, according to the plat thereof as recorded in Plat
Book 1, at Page 198, of the Public Records of Miami - Dade County, Florida.
Less the following Parcel:
The extemal area of a circular curve lying within Lot 25, "BISCAYNE PARK", according
to the plat thereof as recorded in Plat Book 1, Page 198, of the Public Records of Miami -
Dade County, Florida, said curve being concave to the Southwest, having a radius of
25.00 feet, a central angle of 92°05'44", and an arc distance of 40.18 feet, and being
tangent to the North and East line of said Lot 25.
22
Book28550/Page4856 CFN#20130235629 Page 22 of 56
Exhibit "2"
Unit Identification, Percentage Share of Common Elements & Common Surplus,
and Percentage Share of Common Expenses
5972
3,909
51.34%
5974
3,705
48.66%
TOTAL
7,614
100.00%
23
Book28550/Page4857 CFN#20130235629 Page 23 of 56
Exhibit "3"
Survey and Plot Plan
24
Book28550/Page4858 CFN#20130235629 Page 24 of 56
COUSINS SURVEYORS & ASSOCIATES, INC.
3921 SW 47TH AVENUE, SUITE 1011
DAVIE, FLORIDA 33314
CERTIFICATE OF AUTHORIZATION : LB # 6448
PHONE (954) 689-7766 FAX (954) 689-7799
(PROJECT NUMBER : 6574-11
LAND DESCRIPTION
LAND DESCRIPTION :
LOTS 25 AND 26, "BISCAYNE PARK", ACCORDING TO THE PLAT THEREOF,
AS RECORDED IN PLAT BOOK 1, PAGE 198 OF THE PUBLIC RECORDS OF
MIAMI/DADE COUNTY, FLORIDA.
LESS:
THE EXTERNAL AREA OF A CIRCULAR CURVE LYING WITHIN LOT 25,
"BISCAYNE PARK", ACCORDING TO THE PLAT THEREOF, AS RECORDED IN
PLAT BOOK 1, PAGE 198 OF THE PUBLIC RECORDS OF MIAMI/DADE
COUNTY, FLORIDA. SAID CURVE BEING CONCAVE TO THE SOUTHWEST
HAVING A RADIUS OF 25.00 FEET, A CENTRAL ANGLE OF 92'05'44", AND
AN ARC DISTANCE OF 40.18 FEET, AND BEING TANGENT TO THE NORTH
AND EAST LINE OF SAID LOT 25.
SAID LANDS SITUATE, LYING AND BEING IN MIAMI/DADE COUNTY, FLORIDA.
REVISIONS
DATE
FB/PG
DWN
CKD
380 WAREHOUSE
CONDOMINIUM
PROPERTY ADDRESS :
5972 & 5974 NE 4TH AVENUE/
EXHIBIT
SHEET OF
25
Book28550/Page4859 C FN#20130235629
Page 25 of 56
COUSINS SURVEYORS & ASSOCIATES, INC.
3921 SW 47TH AVENUE, SUITE 1011
DAVIE, FLORIDA 33314
CERTIFICATE OF AUTHORIZATION : LB # 6448
PHONE (954) 689-7766 FAX (954) 689-7799
(PROJECT NUMBER : 6574-11
BOUNDARY
20
0
20
40
GRAPHIC SCALE IN FEET
LOT 24
N01'04'53”E 100.39'
ST LINE LOT 26
Z IiI
0 0
Qc
72 C
-I -4
T M
r C>E1* cr
0 zz
m IRA r
0 ,m
NI -4 rr
00
-4 mm
4.3 NI
m I.',"
o,
EST LINE LOT 2
I I
> oo
IIII r..2
16.5' TELECOMMUNICATION EASEMENT
(ORB 26284, PG. 4511, AVO.C.R.)
FAST flNF OT
SO2'05'44"
EA
E LOT 2
74.51'
0
P Cri
0
CQ
a. 41.
-
25.93.
(RAILROAD AVENUE -PLAT)
NE 4TH AVENUE
CENTERLINE
0
co
38
0
00
m x
5
°
-r1
z'.
25.00'
31111d3IND
.1.33d1S H109 3N
co
0
UV1d-13381S
REVISIONS
DATE
FB/PG
DWN
CKD
380 WAREHOUSE
CONDOMINIUM
"PROPERTY :
5972 It 5974 HE 4TH AVENUE
1.
EXHIBIT
SHEET OF
26
Book28550/Page4860 CFN#20130235629
Page 26 of 56
COUSINS SURVEYORS & ASSOCIATES, INC.
3921 SW 47TH AVENUE, SUITE 1011
DAVIE, FLORIDA 33314
CERTIFICATE OF AUTHORIZATION : LB # 6448
PHONE (954) 689-7766 FAX (954) 689-7799
(PROJECT NUMBER : 6574-11
PLOT PLAN
1 STORY CBS
BUILDING ?
SIR n
'- \43,‘"•11 \>
LOT 24
• • N • • • • • • • • • • • • •4
„ .0e
• '0.1'
•
, •
•
•
• ",
•
03 V)
C
6.7.z
-
00
ID
0 v",
0 ,1
0
, •
0 \
r
Ps,
METAL °I
CE
20
45.5' o
0
UNIT 5972
1 STORY CBS
COMMERCIAL
BUILDING
FLOOR ELEVATION = 18.60'
CEILING ELEVATION = 40.10'
0 '
1 6.3' ".
CONC
PLANTERS
NO1'04'53"E
-100.39'
METAL FENCE
x —
44.8'
UNIT 5974
1 STORY CBS
COMMERCIAL
BUILDING
FLOOR ELEVATION = 18.60'
CEILING ELEVATION = 40.10'
7.6'
ASPHALTI PM
0 1 -0 0
0 C K X
- 1
Z r 1 r- z
z r. al ri
Y.
"BISCAYNc P RK"
v r w rc, 0
K .B. 1, P. 18, /D.C.R. rn
r.3 ▪ r
rn -.
0.0'
z GATE
GAIL L ''
L.C.E..C.E. L.C.E.
EMENT ,
5' CONC
ALK
WAU.
TELECOMMU slICATIO
ORB 26284, P0. 4511,
SOTO5'44"
21 ASPHALT PAVEMENT
EASEMENT
/D.c.R.)
74.51' 5' CONC WA
6,4'
CENTERLINE
3
1 0.2'
CO C
RAILROAD AVENUE (PLAT)
NE 4TH AVENUE
CENTER INE FLORIDA EAST COAST RAILWAY
0 20 44)
GRAPHIC SCALE IN FEET
0.4'
25.00'
1N3113AYd 11YHdSV ,1Z
Z
✓ ri 0
CD Z
0
—1(J)
V) rn
rn
1..11
✓ ri
— 1 -a
25.00'
3
> o—t —
• (11 (..11
o
z co o
- 4
REVISIONS
DATE
FB/PG
DWN
CKD
380 WAREHOUSE
CONDOMINIUM
/990PERTY
5972 & 5974 NE 4TH AVENUE
(EXHIBIT
(SHEET OF
27
Book28550/Page4861 CFN#20130235629
Page 27 of 56
COUSINS SURVEYORS & ASSOCIATES, INC.
3921 SW 47TH AVENUE, SUITE 1011
DAVIE, FLORIDA 33314
CERTIFICATE OF AUTHORIZATION : LB # 6448
PHONE (954) 689-7766 FAX (954) 689-7799
(PROJECT NUMBER : 6574-11
UNIT BOUNDARY
0.7
0.4'
4 .1'
UNIT 5972
1 STORY CBS
COMMERCIAL
BUILDING
FLOOR ELEVATION = 18.60'
CEILING ELEVATION = 40.10'
28.8'
O.
I 0
z
-1
z
m
44.8'
UNIT 5974
1 STORY CBS
COMMERCIAL
BUILDING
FLOOR ELEVATION = 18.60'
CEILING ELEVATION = 40.10' •
28.8'
16.3'
16
0
16
32
GRAPHIC SCALE IN FEET
6.4'
0.7'
REVISIONS
DATE
FB/PG
DWN
CKD
380 WAREHOUSE
CONDOMINIUM
'PROPERTY :
5972 & 5974 NE 4TH AVENUE
EXHIBIT
SHEET OF
28
Book28550/Page4862 CFN#20130235629
Page 28 of 56
COUSINS SURVEYORS & ASSOCIATES, INC.
3921 SW 47TH AVENUE, SUITE 1011
DAVIE, FLORIDA 33314
CERTIFICATE OF AUTHORIZATION : LB # 6448
PHONE (954) 689-7766 FAX (954) 689-7799
(PROJECT NUMBER : 6574-11
UNIT BOUNDARY
0.7'
16
0.4'
4 .
AREA=3,909 SQ.FT.
UNIT 5972
1 STORY CBS
COMMERCIAL
BUILDING
FLOOR ELEVATION = 18.60'
CEILING ELEVATION = 40.10'
28.8'
16.3'
0
H
• x
16
32
Mai
GRAPHIC SCALE IN FEET
0.7'
70
z
0
REVISIONS
DATE
FB/PG
OWN
CKD
380 WAREHOUSE
CONDOMINIUM
tPROPERTY
5972 NE 4TH AVENUE
1
EXHIBIT
(SHEET OF
29
Book28550/Page4863 CFN#20130235629
Page 29 of 56
COUS NS SURVEYORS & ASSOCIATES, INC.
3921 SW 47TH AVENUE, SUITE 1011
DAVIE, FLORIDA 33314
CERTIFICATE OF AUTHORIZATION • LB # 6448
PHONE (954) 689-7766 FAX (954) 689-7799
PROJECT NUMBER : 6574-11
UNIT BOUNDARY
16
0
0.
z
rri
0
0
(iz
44.5'
0.7'
AREA=3,705 SQ.FT.
UNIT 5974
1 STORY CBS
COMMERCIAL
BUILDING
FLOOR ELEVATION = 18.60'
CEILING ELEVATION = 40.10'
28.8'
0
• 0
0 pa 0
16.4'
16
32
GRAPHIC SCALE IN FEET
REVISIONS
DATE
FB/PG
DWN
CK0
380 WAREHOUSE
CONDOMINIUM
'PROPERTY
5974 NE 4TH AVENUE
(EXHIBIT
SHEET OF
30
Book28550/Page4864 CFN#20130235629
Page 30 of 56
COUSINS SURVEYORS & ASSOCIATES, INC.
3921 SW 47TH AVENUE, SUITE 1011
DAVIE, FLORIDA 33314
CERTIFICATE OF AUTHORIZATION : LB # 6448
PHONE (954) 689-7766 FAX (954) 689-7799
PROJECT NUMBER : 6571-11
NOTES & LEGEND
NOTES :
1. THIS SITE PLAN MEETS THE MINIMUM TECHNICAL STANDARDS OF
RULE SJ-17 PURSUANT TO CHAPTER 472.02, FLORIDA STATUES
FOR THE PROPERTY BOUNDARY AND CHAPTER 718, FLORIDA STATUES,
FOR THE CONDOMINIUM SURVEY EXHIBITS.
2. ELEVATIONS ARE BASED ON N.G.V.D. (NATIONAL GEODETIC VERTICAL
DATUM 1929).
3. EACH CONDOMINIUM UNIT CONSIST OF THE SPACE BOUNDED BY THE
VERTICAL PROJECTION OF THE INTERIOR FINISHED WALL, FINISHED
FLOOR ELEVATION AS SHOWN AND THE FINISHED CEILING, BEING 21.5
FEET ABOVE THE FINISHED FLOOR AS DESCRIBED IN THE CONDOMINIUM
DECLARATION.
4. ALL LAND, ALL PORTIONS OF THE BUILDING OR IMPROVEMENTS NOT LOCATED
WITHIN THE BOUNDARIES OF A UNIT ARE PARTS OF THE COMMON ELEMENTS
OR LIMITED COMMON ELEMENTS.
5. EXTERIOR WALLS, TO THE CONDOMINIUM, ARE 0.67' THICK FOR THE UNITS.
6.
7.
8. BEARINGS SHOWN HEREON ARE ASSUMED. NORTH LINE OF LOT 25
(P_B. 1, PG. 198, M/D.C.R.) SAID LINE BEARS: N90'00'00"E.
UNIT BOUNDARIES, COMMON ELEMENTS AND. LIMITED COMMON ELEMENTS ARE
AS DESCRIBED IN THE CONDOMINIUM DECLARATION UNDER SECTION ----.
COLUMNS WITHIN THE CONDOMINIUM UNITS ARE PORTION OF THE COMMON
AREA AND DESCRIBED IN THE CONDOMINIUM DECLARATION.
9. THESE PLANS AND DIMENSIONS HAVE BEEN COMPLIED FROM FIELD MEASUREMENT
OBTAINED BY COUSINS SURVEYORS AND ASSOCIATES, INC.
LEGEND:
CBS CONCRETE BLOCK STRUCTURE
CKD
CHECKED
TTEBY
DWN DRAWN BY
FB/PG FIELD BOOK AND PAGE
ELEV. ELEVATOR
T.R. TRASH ROOM
BAL BALCONY
LAUN. LAUNDRY ROOM
ELEC. ELECTRICAL
M.R. MAIL ROOM
EQUIP. EQUIPMENT
W/D WASHER/DRYER
M/D.C.R. MIAMI/DADE COUNTY RECORDS
R RADIUS
CENTRAL ANGLE
A ARC
WH WATER HEATER
WM WATER METER
DC DROPPED CURB
P.O.C.
P.O.B.
R/W
FPL
4\
EL
E.R.
P
O.R.B.
L.C.E.
C.E.
TYP.
FDOT
POINT OF COMMENCEMENT
POINT OF BEGINNING
RIGHT OF WAY
FLORIDA POWER & LIGHT SLAB
VEHICULAR NON -ACCESS LINE
ELEVATION
ELEVATOR EQUIPMENT ROOM
PATIO
OFFICIAL RECORDS BOOK
LIMITED COMMON ELEMENT
COMMON ELEMENT
TYPICAL
FLORIDA DEPARTMENT OF TRANSPORTATION
REVISIONS
DATE
FB/PG
DWN
CKD
380 WAREHOUSE
CONDOMINIUM
PROPERTY ADDRESS :
5972 & 5974 NE 4TH AVENUE
EXHIBIT
SHEET OF
31
Book28550/Page4865 CFN#20130235629
Page 31 of 56
COUSINS SURVEYORS & ASSOCIATES, INC.
3921 SW 47TH AVENUE, SUITE 1011
DAVIE, FLORIDA 33314
CERTIFICATE OF AUTHORIZATION : LB # 6448
PHONE (954) 689-7766 FAX (954) 689-7799
PROJECT NUMBER : 6574-11
CERTIFICATION
SURVEYOR'S CERTIFICATE :
I HEREBY CERTIFY THAT THE SKETCH SHOWN HEREWITH REPRESENTS A SURVEY
MADE UNDER MY DIRECTION AND TO BE TRUE AND ACCURATE TO THE BEST
OF MY KNOWLEDGE AND BELIEF AND PREPARED IN ACCORDANCE WITH THE
MINIMUM TECHNICAL STANDARDS AS SET FORTH IN FLORIDA ADMINISTRATIVE
CODE, RULE 5J-17, PURSUANT TO CHAPTER 718.104 (e). THE CONSTRUCTION
OF THE IMPROVEMENTS DESCRIBED ARE SUBSTANTIALLY COMPLETE SO THAT THE
MATERIAL, CONSISTING OF SHEETS, TOGETHER WITH THE PROVISIONS
OF THE DECLARATION OF CONDOMINIUM DESCRIBING THE CONDOMINIUM PROPERTY,
IS AN ACCURATE REPRESENTATION OF THE LOCATION AND DIMENSIONS
OF THE IMPROVEMENTS DESCRIBED AND THAT THERE CAN BE DETERMINED ,
THEREFROM THE IDENTIFICATION, LOCATION AND DIMENSIONS OF THE
ELEMENTS AND EACH UNIT, SUBJECT TO EASEMENTS OF RECORD -I;
FOR THE FIRM, BY:
RICHARD E. COUSINS
PROFESSIONAL SURVEYOR AND MAPPER'-
FLORIDA REGISTRATION NO. 4188';
DATE OF CERTIFICATION: 12/26,1.2,,.
REVISIONS
DATE
FB/PG
DWN
CKD
380 WAREHOUSE
CONDOMINIUM
i
PROPERTY ADDRESS :
5972 & 5974 NE 4TH AVENUE
( EXHIBIT
SHEET OF
32
Book28550/Page4866 CFN#20130235629
Page 32 of 56
Exhibit "4"
Articles of Incorporation for Association
33
Book28550/Page4867 CFN#20130235629 Page 33 of 56
Fax Audit No. H130000543963
ARTICLES OF INCORPORATION
OF
380 WAREHOUSE CONDOMTNRTM ASSOCIATION INC.
(A Corporation Not For Profit)
The undersigned, by these Articles, associate themselves for the purpose of forming a
corporation not for profit under Chapter 617, Florida Statues, and certify as follows:
ARTICLE 1
The name for the corporation shall be: 380 WAREHOUSE CONDOMINIUM
ASSOCIATION INC. and, for convenience, shall be referred to in this instrument as the
"Corporation".
ARTICLE 2
The purpose for which the Corporation is organized is to provide an entity pursuant to The
Condominium Act of the State of Florida, Chapter 718, Florida Statutes 2003 (the "Act"), for the
operation of 380 WAREHOUSE CONDOMINIUM, hereinafter referred to as the "Condominium",
located upon the following lands in Miami Dade County, Florida legally described on Exhibit "1"
hereto. All terms used herein shall have the meanings ascribed to such terms in the Declaration of
Condominium for the Condominium except as otherwise expressly otherwise defined herein.
ARTICLE 3
The Corporation shall make no distribution of income to its members, directors or o
THIS INSTRUMENT PREPARED BY:
Maria Victoria Currais, Esq.
Mural Wald Biondo & Moreno, P.A.
1200 Ponce de Leon Boulevard
Coral Gables, Florida 33134
305-444-0101
cers.
Fax Audit No. H130000543963
34
Book28550/Page4868 CFN#20130235629 Page 34 of 56
Fax Audit No. H130000543963
ARTICLE 4
The powers of the Corporation shall include and be governed by the following provisions:
1. The Corporation shall have all of the common law and statutory powers of a
corporation not for profit not in conflict with the terms of these Articles.
2. The Corporation shall have all of the powers and duties set forth in the Act except as
limited by these Articles and the Declaration of Condominium, and all of the powers and duties
reasonably necessary to operate the Condominium pursuant to the Declaration, as it may be amended
from time to time, including but not limited to the following:
(a) To make and collect assessments against Owners of Units in the Condominium (the
"Unit Owners") to defray the costs, expenses and losses of the Condominium.
(b) To use the proceeds of assessments in the exercise of its powers and duties.
(c) To maintain, repair, replace and operate the Condominium Property as required by the
Act and the Declaration.
(d) To purchase insurance upon the Condominium property and insurance for the
protection of the Corporation and the Unit Owners and otherwise as required pursuant to the
Declaration.
(e) To reconstruct improvements after casualty and to make further improvements of the
Condominium Property as provided in the Declaration.
(l)
Property.
To make and amend reasonable regulations respecting the use of the Condominium
(g) To approve or disapprove the alteration and/or improvement of Units as may be
provided by the Declaration and the By -Taws.
(h) To enforce by legal means the provisions of the Condominium Act, the Declaration of
Condominium, these Articles, the By -Laws of the Corporation and the Regulations for the use of the
Condominium Property.
(i) To contract for the management or operation of portions of the Condominium
Property susceptible to separate management or operation, and to lease such portions.
(j) To employ personnel to perform the services required for proper operation of the
Condominium.
Fax Audit No. HI30000543963
35
Book28550/Page4869 CFN#20130235629 Page 35 of 56
Fax Audit No. H130000543963
(k) To charge a fee for the use of the Common Elements, including, without limitation, the
parking areas; provided that no fee may be charged for the use of a Limited Common Element
without the consent of the Unit Owner to whom the exclusive use of such Limited Common Element
has been assigned;
(1) To exercise all rights and perform all obligations of the Association as established in
the Declaration or under applicable laws, to the extent not restrained by the Declaration.
3. All funds and the titles of all properties acquired by the Corporation and their
proceeds shall be held in trust for the members in accordance with the provisions of the Declaration
of Condominium, these Articles of Incorporation and the By -Laws.
4. The powers of the Corporation shall be subject to and shall be exercised in
accordance with the provisions of the Declaration of Condominium and the By -Laws.
ARTICLE 5
The qualifications of members, the manner of their admission to membership, termination of
such membership and voting by members shall be as follows:
1. All Unit Owners shall be members of the Corporation, and no other persons or
entities shall be entitled to membership, except as provided in Paragraph 5 of Article 5 hereof.
2. Membership shall be established by the acquisition of title to a Unit in the
Condominium, whether by conveyance, devise, judicial decree or otherwise, and the membership of
any party shall be automatically terminated upon his being divested of all title to the Unit, except that
nothing herein contained shall be construed as terminating the membership of any party who may
own two or more Units, so long as such party shall retain title to a Unit.
3. The interest of a member in the funds and assets of the Corporation cannot be
assigned, hypothecated or transferred in any manner, except as an appurtenance to the Unit. The
funds and assets of the Corporation shall belong solely to the Corporation, subject to the limitation
that the samebe expended, held or used for the benefit of the membership and for the purposes
authorized herein, in the Declaration of Condominium, and in the By -Laws which may be hereafter
adopted.
4. On all matters on which the membership shall be entitled to vote, each Unit shall have
that number of votes set forth in the Declaration, but all such votes must be cast in the same manner
(e.g. if a Unit has 50 votes, it must cast the 50 votes as if it were one vote, but for purposes of
determining approval, the weight will be that of 50 votes). The votes of a Unit may be exercised or
cast by the owner or owners of each Unit in such manner as may be provided in the By -Laws
hereafter adopted by the Corporation. Should any member own more than one Unit, such member
Fax Audit No. H130000543963
36
Book28550/Page4870 CFN#20130235629 Page 36 of 56
Fax Audit No. H130000543963
shall be entitled to execute or cast as many votes as apply to his Units (and may vote differently the
votes of each Unit), in the manner provided by said By -Laws.
5. Until such time as the property described in Article 2 herein, and the improvements
which may be hereafter constructed thereon, are submitted to a plan of Condominium ownership by
the recordation of said Declaration of Condominium, the membership of the Corporation shall be
comprised of the subscribers to these Articles, each of which subscribers shall be entitled to cast one
vote on all matters on which the membership shall be entitled to vote.
ARTICLE 6
The Corporation shall have perpetual existence.
ARTICLE 7
The affairs of the Corporation shall be managed by the President of the Corporation, assisted
by the Vice President, Secretary and Treasurer, and, if any, the Assistant Secretaries and Assistant
Treasurers, subject to the directions of the Board of Directors. The Board of Directors, or the
President, with the approval of the Board of Directors, may employ a Managing Agent and/or such
other managerial and supervisory personnel or entities to administer or assist in the administration of
the operation and management of the Condominium, and the affairs of the Corporation, and any such
person or entity may be so employed without regard to whether such person or entity is a member of
the Corporation or a director or officer of the Corporation, or an affiliate of any of them, as the case
may be.
ARTICLE 8
The number of members of the first Board of Directors of the Corporation shall be two (2).
The number of members of succeeding Boards of Directors shall be as provided from time to time by
the By -Laws of the Corporation. The members of the Board of Directors shall be elected by the
members of the Corporation at the Annual Meeting of the membership as provided by the By -Laws
of the Corporation, and need not be members of the Corporation. So long as DNA Town Center
Development, LLC, hereinafter called the "Developer", is the owner of one or more Units in the
Condominium, said Developer shall have the right to designate and select a majority of the persons
who shall serve as members of each Board of Directors of the Corporation, which right is subject to
modification and/or cancellations, in accordance with the Act. The said Developer may designate
and select the persons to serve as members of the Board of Directors in the manner provided in the
By -Laws of the Corporation. The rights of Developer may be assigned by it to any other party taking
over Developer's position in the Condominium.
4
Fax Audit No. H130000543963
37
Book28550/Page4871 CFN#20130235629 Page 37 of 56
Fax Audit No, H130000543963
ARTICLE 9
The Board of Directors shall elect a President, Secretary and Treasurer; and, as many Vice
Presidents, Assistant Secretaries and Assistant Treasurers as the Board of Directors may determine.
The President shall be elected from among the membership of the Board of Directors, but no other
officer need be a Director. The same person may hold two offices, the duties of which are not
incompatible; provided, however, that the office of President and Vice President shall not be held by
the same person, nor shall the office of President and Secretary or Assistant Secretary be held by the
same person.
ARTICLE 10
The names and Post Office addresses of the first Board of Directors who, subject to the
provisions of these Articles of Incorporation, the By -Laws, and the laws of the State of Florida, shall
hold office for the first year of the Corporation's existence, or until their successors are elected and
have qualified, are as follows:
Juan Gervas
Ronald Aleman
ARTICLE 11
1000 Brickell Avenue
Suite 225
Miami, FL 33131
1000 Brickell Avenue
Suite 225
Miami, FL 33131
The subscribers to these Articles of Incorporation are the two (2) persons herein named to act
and serve as members of the first Board of Directors of the Corporation, the names of which
subscribers and their respective Post Office addresses are more particularly set forth in Article 10
above.
5
Fax Audit No. H130000543963
38
Book28550/Page4872 CFN#20130235629 Page 38 of 56
Fax Audit No. H130000543963
ARTICLE 12
The officers of the Corporation who shall serve until the first election under these Articles of
Incorporation shall be the following:
Ronald Aleman President/Treasurer
Juan Gervas Vice President/Secretary
ARTICLE 13
The original By -Laws of the Corporation shall be adopted by a majority vote of the members
of the Corporation present at a meeting of members at which a majority of the membership is
present, and thereafter, such By -Laws may be altered or rescinded only in such manner as said By -
Laws may provide.
ARTICLE 14
Every director and every officer of the Corporation shall be indemnified by the Corporation
against all expenses and liabilities, including attomey's fees, reasonably incurred by or imposed upon
him in connection with any proceeding to which he may be a party, or in which he may become
involved, by reason of his being or having been a director or officer of the Corporation, whether or
not he is a director or officer at the time such expenses are incurred, except in such cases wherein the
director or officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his
duties; provided that, in the event of any claim for reimbursement or indemnification hereunder
based upon a settlement by the director or officer seeking such reimbursement or indemnification,
the indemnification herein shall only apply if the Board of Directors approves such settlement and
reimbursement as being in the best interests of the Corporation. The foregoing right of
indemnification shall be in addition to, and not exclusive of, all other rights to which such director or
officer may be entitled.
ARTICLE 15
An amendment or amendments to these Articles of Incorporation may be proposed by the
Board of Directors of the Corporation acting upon a vote of the majority of the directors, or by the
members of the Corporation owning a majority of the votes of the members of the Corporation,
whether meeting as members or by instrument in writing signed by them. Upon any amendment or
amendments to these Articles of Incorporation being proposed by said Board of Directors or
members, such proposed amendment or amendments shall be transmitted to the President of the
Corporation or other officer of the Corporation for a date not sooner than twenty (20) days, nor later
than sixty (60) days from the receipt by him of the proposed amendment or amendments, and it shall
6
Fax Audit No. H130000543963
39
Book28550/Page4873 CFN#20130235629 Page 39 of 56
Fax Audit No. H130000543963
be the duty of the Secretary to give each member written or printed notice of such meeting stating the
time and place of the meeting and reciting the proposed amendment or amendments in reasonably
detailed form, which notice shall be mailed or presented personally to each member not less than ten
(10) days, nor more than thirty (30) days before the date set forth for such meeting. If mailed, such
notice shall be deemed to be properly given when deposited in the United States Mail, addressed to
the member at his Post Office address as it appears on the records of the Corporation, the postage
thereon prepaid. Any member may, by written waiver of notice signed by such member, waive such
notice, and such waiver when filed in the records of the Corporation, whether before or after the
holding of the meeting, shall be deemed equivalent to the giving of such notice to such member. At
such meeting, the amendment or amendments proposed must be approved by an affirmative votes of
the members owning not less than a majority of the total votes of the members and a majority of the
entire membership of the Board of Directors in order for such amendment or amendments to become
effective. Thereupon, such amendment or amendments of these Articles of Incorporation shall be
transcribed and certified in such form as may be necessary to register the same in the office of the
Secretary of State of the state of Florida, and upon the registration of such amendment or
amendments with said Secretary of State, a certified copy thereof shall be recorded in the Public
Records of Miami Dade County, Florida, within then (10) days from the date on which the same are
so registered. At any meeting held to consider such amendment or amendments of these Articles of
Incorporation, the written votes of any member of the Corporation shall be recognized, if such
member is not in attendance at such meeting or represented thereat by proxy, provided such written
votes are delivered to the Secretary of the Corporation at or prior to such meeting. No one person
may be designated to hold more than five (5) proxies.
Notwithstanding the foregoing provisions of this Article 15, no amendment to these Articles
of Incorporation which shall abridge, amend or alter the right of Developer to designate and select
members to the Board of Directors of the Corporation, as provided in Article 8 hereof, may be
adopted or become effective without the prior written consent of Developer, and provided, further,
that in no event shall there be any amendment to these Articles of Incorporation so long as the
Developer shall own one (1) or more Units in the Condominium without the prior written consent of
the Developer being first had and obtained.
ARTICLE 16
The principal office of this corporation is 5974 NE 4" Avenue, Miami, FL 33137.
7
Fax Audit No. H130000543963
40
Book28550/Page4874 CFN#20130235629 Page 40 of 56
Fax Audit No. H130000543963
IN WITNESS WHEREOF, the subscribers have hereunto set their hands and seals, this 8
day of Sew C Ift , 2013.
CERTIFICATE OF DESIGNATION OF
H
Fax Audit No. H130000543963
41
Book28550/Page4875 CFN#20130235629 Page 41 of 56
Fax Audit No. i130000543963
CERTIFICATE OF DESIGNATION OF
REGISTERED AGENT/REGISTERED OFFICE
FOR
380 WAREHOUSE CONDOMINIUM ASSOCIATION INC.
PURSUANT TO THE PROVISIONS OF SECTION 608.415 OR 608.507, FLORIDA STATUTES,
THE UNDERSIGNED CORPORATION SUBMITS THE FOLLOWING STATEMENT
DESIGNATING THE REGISTERED OFFICE/REGISTERED AGENT IN THE STATE OF
FLORIDA.
That, 380 WAREHOUSE CONDOMINIUM ASSOCIATION INC. desiring to organize
under the laws of the State of Florida with its principal office, as indicated in the Articles of
Organization, at County of Miami -Dade, State of Florida, has named Murai Wald Biondo & Moreno,
P.A., located at 1200 Ponce de Leon Boulevard, Coral Gables, Florida 33134, as its agent to accept
service of process within this State.
ACKNOWLEDGMENT
Having been named to accept service of process for the above stated corporation, at the place
designated in this Certificate, the undersigned hereby accepts to act in this capacity, and agrees to
comply with the provision of said Act relative to the obligations of such registered agent, with which
the undersigned acknowledges it is farniliar.
Dated this day of MOYCJI , 2013.
Murat Wa d Biondo & Moreno, P.A.
By:
GAdata1Gervas \ Warehouse 380 CondonOrdon0Adieles of Incorporation doc
9
: Rene V.
Title: President
Fax Audit No. H130000543963
42
Book28550/Page4876 CFN#20130235629 Page 42 of 56
Exhibit "4"
Articles of Incorp_oration for Association
43
Book28550/Page4877 CFN#20130235629 Page 43 of 56
BY-LAWS OF
380 WAREHOUSE CONDOMINIUM ASSOCIATION INC.
(A corporation not for profit organi7ed under the laws of the State of Florida)
1. IDENTITY. These are the By -Laws of 380 WAREHOUSE CONDOMINIUM
ASSOCIATION INC. (the "Association"), a corporation not for profit incorporated under the
laws of the State of Florida., and organi7ed for the purpose of administering that certain
condominium located in Miami Dade County, Florida, and known as 380 WAREHOUSE
CONDOMINIUM.
1.1 PRINCIPAL OFFICE. The principal office of the Association shall be 5974 NE
4th Avenue, Miami, FL 33137, or at such other place as may be subsequently designated by the
Board of Directors. All books and records of the Association shall be kept at its principal office.
1.2 FISCAL YEAR. The fiscal year of the Association shall be the calendar year.
1.3 SEAL. The seal of the Association shall bear the name of the corporation, the
word "Florida", the words "Corporation Not for Profit", and the year of incorporation.
2. DEFINITIONS. For convenience, these By -Laws shall be referred to as the "By -Laws"
and the Articles of Incorporation of the Association as the "Articles". The other terms used in
these By -Laws shall have the same definition and meaning as those set forth in the Declaration
for the Condominium, unless herein provided to the contrary, or unless the context otherwise
requires.
3. MEMBERS.
3.1 ANNUAL MEETING. The annual members' meeting shall be held on the date,
at the place and at the time determined by the Board of Directors from time to time, provided
that there shall be an annual meeting every calendar year and, to the extent possible, no later than
thirteen (13) months after the last preceding annual meeting. The purpose of the meeting shall
be, except as provided herein to the contrary, to elect Directors and to transact any other business
authorized to be transacted by the members, or as stated in the notice of the meeting sent to Unit
Owners in advance thereof.
3.2 SPECIAL MEETINGS. Special members' meetings shall be held at such places
as provided herein for annual meetings, and may be called by the President or by a majority of
the Board of Directors of the Association, and must be called by the President or Secretary upon
receipt of a written request from members of the Association holding a majority of the Voting
Interests in the Association_ The business conducted at a special meeting shall be limited to that
stated in the notice of the meeting.
3.3 NOTICE OF MEETING: WAIVER OF NOTICE. Notice of a meeting of
members stating the time and place and the purpose(s) for which the meeting is called shall be
given by the President or Secretary. A copy of the notice shall be posted at a conspicuous place
on the Condominium Property. The notice of the annual meeting shall be sent by mail to each
Unit Owner, unless the Unit Owner waives in writing the right to receive notice of the annual
meeting by mail. The delivery or mailing shall be to the address of the member as it appears on
the roster of members. The posting and mailing of the notice shall be effected not less than
fourteen (14) days, nor more than sixty (60) days, prior to the date of the meeting. Proof of
posting shall be given by Affidavit, and proof of mailing of the notice shall be given by retention
of post office receipts.
Notice of specific meetings may be waived before or after the meeting and the attendance
of any member (or person authorized to vote for such member) shall constitute such member's
waiver of notice of such meeting, except when his (or his authorized representative's) attendance
is for the meeting to the transaction of business because the meeting is not lawfully called.
3.4 QUORUM. A quorum at members' meeting shall be attained by the presence,
either in person or by proxy, of persons entitled to cast 51% of the votes of the entire
44
Book28550/Page4878 CFN#20130235629 Page 44 of 56
membership. If voting rights of any members are suspended pursuant to the provisions of the
Declaration, these By -Laws or applicable rules and regulations, the votes of such member so
suspended shall not be counted for the purpose of determining the presence of a quorum and the
total number of authorized votes shall be reduced accordingly during the period of such
suspension.
3.5 VOTING.
(a) NUMBER OF VOTES. Except as provided in paragraph 3.10 hereof, the
Owners of Units shall be entitled to cast the votes designated as such Unit's Voting Interest in
the Declaration. The votes of a Unit shall not be divisible.
(b) MAJORITY VOTE. The acts approved by a majority of the votes present
in person or by proxy at a meeting at which a quorum shall have been attained shall be binding
upon all Unit Owners for all purposes except where otherwise provided by law, the Declaration,
the Articles or these By -Laws. As used in these By -Laws, the Articles or the Declaration, the
terms "majority of the Voting Interests" shall mean those Unit Owners having more than 50% of
the then total authorized votes present in person or by proxy and voting at any meeting of the
Unit Owners at which a quorum shall have been attained.
(c) VOTING MEMBER. If a Unit is owned by one person, his right to vote
shall be established by a roster of members. If a Unit is owned by more than one person, the
person entitled to cast the votes for the Unit shall be designated by a certificate signed by all of
the record owners of the Unit according to the roster of Unit Owners and filed with the Secretary
of the Association except that where a Unit is owned by husband and wife the provisions set
forth below shall apply. The person designated to cast votes for a Unit need not be a Unit
Owner, nor one of the joint owners. If a Unit is owned by a corporation, the person entitled to
cast -the votes for the Unit shall be designated by a certificate signed by an appropriate officer of
the corporation and filed with the Secretary of the Association. Such person need not be a Unit
Owner. Those certificates shall be valid until revoked or until superseded by a subsequent
certificate or until a change in the Ownership of the Unit concerned. A certificate designating
the person entitled to cast the votes for a Unit may be revoked by any record owner of an
undivided interest in the Unit. If a certificate designating the person entitled to cast the votes for
a Unit for which such certificate is required is not on file or has been revoked, the votes of the
Owner(s) of such Unit shall not be considered in determining whether a quorum is present, nor
for any other purpose, and the total number of authorized votes in the Association shall be
reduced accordingly until such certificate is filed.
If the Unit is owned jointly by a husband and wife, they may, without
being required to do so, designate a voting member in the manner provided above. Such
designee need not be a Unit Owner. In the event a husband and wife do not designate a voting
member, the following provisions shall apply.
(i) If both are present at a meeting and are unable to concur in their
decision upon any subject requiring a vote, they shall lose their right to vote on that subject at
that meeting, and their vote shall not be considered in determining whether a quorum is present
on that subject at the meeting (and the total number of authorized votes in the Association shall
be reduced accordingly for such subject only).
(ii) If only one is present at a meeting, the person present shall be counted
for purposes of a quorum and may cast the Unit vote just as though he or she owned the Unit
individually, and without establishing the concurrence of the absent person.
(iii) If both are present at a meeting and concur, either one may cast the
Unit votes.
3.6 PROXIES. Votes may be cast in person or by proxy. A proxy may be made by
any person entitled to vote, but shall only be valid for the specific meeting for which originally
given and any lawful adjourned meetings thereof. In no event shall any proxy be valid for a
period longer than 90 days after the date of the first meeting for which it was given. Every proxy
shall be revocable at any time at the pleasure of the person executing it. A proxy must be filed in
writing, signed by the person authorized to cast the votes for the Unit (as above described) and
2
45
Book28550/Page4879 CFN#20130235629 Page 45 of 56
filed with the Secretary before the appointed time of the meeting, or before the time to which the
meeting is adjourned. Holders of proxies need not be Unit Owners, but no person other than a
designee or the Developer may bold more than 5 proxies.
3.7 ADJOURNED MEETINGS. If any proposed meeting cannot be organized
because a quorum has not been attained, the members who are present, either in person or by
proxy, may adjourn the meeting from time to time until a quorum is present, provided notice of
the newly scheduled meeting is given in the manner required for the giving of notice of a
meeting. Proxies given for the adjourned meeting shall be valid for the newly scheduled meeting
unless revoked for reasons other than the new date of the meeting.
3.8 ORDER OF BUSINESS. If a quorum has been attained, the order of business at
annual members' meetings, and, if applicable, at other members' meetings, shall be:
(a) call to order by President;
(b)
Appointment by the President of a chairman of the meeting (who need not
be a member or a director);
(c) Proof of notice of the meeting or waiver of notice;
(d) Reading of minutes;
(e) Reports of officers;
(f) Reports of committees;
Appointment of inspectors of election;
Determination of number of Directors;
Election of Directors;
Unfinished business;
New business;
Adjournment.
Such order may be waived in whole or in part by direction of the chairman.
3.9 MINUTES OF MEETING. The minutes of all meetings of Unit Owners shall be
kept in a book available for inspection by Unit Owners or their authorized representatives and
Board members at any reasonable time. The Association shall retain these minutes for a period
of not less than seven years.
3.10 DELINQUENT OWNERS. If any Assessment or portion thereof imposed against
a Unit Owner remains unpaid for thirty (30) days after the date due and payable, such Unit
Owner's voting rights in the Association shall be automatically suspended until such past due
Assessments and all other sums then due are paid, whereupon the voting rights shall be
automatically reinstated.
3.11 ACTION WITHOUT A MEETING. Anything to the contrary herein
notwithstanding, to the extent lawful, any action required to be taken at any annual or special
meeting of members, or any action taken at any annual or special meeting of such members, may
be taken without a meeting, without prior notice and without a vote if a consent in writing,
setting forth the action so taken, shall be signed by the members (or persons authorized to cast
the vote of any such member as elsewhere herein set forth) having not less than the minimum
number of votes that would be necessary to authorize or take such action at a meeting of such
members at which a quorum of such members (or authorized persons) entitled to vote thereon
were present and voted. Within 10 days after obtaining such authorization by written consent,
3
46
Book28550/Page4880 CFN#20130235629 Page 46 of 56
notice must be given to members who have not consented in
summarize the material features of the authorized action.
4. DIRECTORS.
g. The notice shall fairly
4.1 MEMBERSHIP. The affairs of the Association shall be governed by a
Board of not less than two (2), nor more than four (4), directors, the exact number to be
determined in the first instance in the Articles, and thereafter, except as provided herein, from
time to time by the majority of the Voting Interests. Directors need not be Unit owners.
4.2 ELECTION OF DIRECTORS. Election of Directors shall be conducted
in the following manner:
(a) Directors shall be elected at the annual members' meeting, except as
provided herein to the contrary.
(b) Nominations for Directors and additional directorships created at the
meeting shall be made from the floor.
(c) The election shall be by written ballot (unless dispensed with by majority
of the Voting Interests represented at the meeting) and by a plurality of the votes cast, each
person voting being entitled to cast his votes for each of as many nominees as there are vacancies
to be filled. There shall be no cumulative voting. The votes of a Unit shall not be divisible (e.g.
if a Unit has 50 votes, it must cast 50 votes for each of three director nominees, and may not cast
25 for one, 50 for another and 75 for the third.)
4.3 VACANCIES AND REMOVAL.
(a) Except as to vacancies resulting from removal of Directors by members,
vacancies in the Board of Directors occurring between annual meetings of members shall be
filled by the remaining Directors, provided that all vacancies in directorships to which Directors
were appointed by the Developer pursuant to the provisions of paragraph 4.16 hereof shall be
filled by the Developer without the necessity of any meeting.
(b) Any Director may be removed by concurrence of two thirds (2/3) of the
Voting Interests of the members present at a special meeting called for that purpose. The
vacancy in the Board of Directors so created shall be filled by the members at the same meeting,
unless such Director was appointed by the Developer, in which case the Developer shall appoint
another Director without the necessity of any meeting.
(c) Provided, however, that until a majority of the Directors are elected by the
members other than the Developer of the Condominium, neither the first Directors of the
Association, nor any Directors replacing them, nor any Directors named by the Developer, shall
be subject to removal by members other than the Developer. The first Directors and Directors
replacing them may be removed and replaced by the Developer without the necessity of any
meeting.
4.4 TERM. Except as provided herein to the contrary, the term of each Director's
service shall extend until the next annual meeting of the members and subsequently until his
successor is duly elected and qualified, or until he is removed in the manner elsewhere provided.
4.5 ORGANIZATIONAL MEETING. The organizational meeting of newly -elected
or appointed members of the Board of Directors shall be held within ten (10) days of their
election or appointment at such place and time as shall be fixed by the Directors at the meeting at
which they were elected or appointed, and no further notice to the Board of the organizational
meeting shall be necessary.
4.6 REGULAR MEETING. Regular meetings of the Board of Directors may be held
at such time and place as shall be determined from time to time, by a majority of the Directors.
Notice of regular meetings shall be given to each Director, personally or by mail, telephone or
telegraph, and shall be transmitted at least three (3) days prior to the meeting. Regular meetings
of the Board of Directors shall be open to all Unit Owners and notice of such meetings shall be
4
47
Book28550/Page4881 CFN#20130235629 Page 47 of 56
posted conspicuously on the Condominium Property at least forty eight (48) hours in advance,
for the attention of the members of the Association, except in the event of an emergency,
provided that Unit Owners shall not be permitted to participate, and need not be recognized, at
any such meeting.
4.7 SPECIAL MEETING. Special meetings of the Directors may be called by the
President, and must be called by the President or Secretary at the written request of one-third
(1/3) of the Directors. Notice of the meeting shall be given personally or by mail, telephone or
telegraph, which notice shall state the time, place and purpose of the meeting, and shall be
transmitted not less than three (3) days prior to the meeting. Special meetings of the Board of
Directors shall be open to all Unit Owners and notice of a special meeting shall be posted
conspicuously on the Condominium Property at least forty eight (48) hours in advance for the
attention of the members of the Association, except in the event of an emergency, provided that
Unit Owners shall not be permitted to participate, and need not be recognized, at any such
meeting.
4.8 WAIVER OF NOTICE. Any Director may waive notice of a meeting before or
after the meeting and that waiver shall be deemed equivalent to the due receipt by said Director
of notice. Attendance by any Director at a meeting shall constitute a waiver of notice of such
meeting, except when his attendance is for the transaction of business because the meeting is not
lawfully called.
4.9 QUORUM. A quorum at Directors' meetings shall consist of a majority of the
entire Board of Directors. The acts approved by a majority of those present at a meeting at
which a quorum is present shall constitute the acts of the Board of Directors, except when
approval by a greater number of Directors is specifically required by the Declaration, the Articles
or these By -Laws.
4.10 ADJOURNED MEETINGS. If, at any proposed meeting of the Board of
Directors, there is less than a quorum present, the majority of those present may adjourn the
meeting from time to time until a quorum is present, provided notice of such newly scheduled
meeting is given as required hereunder. At any newly scheduled meeting, any business that
might have been transacted at the meeting as originally called may be transacted without further
notice.
4.11 JOINDER IN MEETING BY APPROVAL MINUTES. The joinder of a Director
in the action of a meeting by signing and concurring in the minutes of that meeting shall
constitute the presence of that Director for the purpose of determining a quorum.
4.12 PRESIDING OFFICER. The presiding officer at the Directors' meetings shall be
the President (who may, however, designate any other person to preside). In the absence of the
presiding officer, the Directors present may designate any person to preside.
4.13 ORDER OF BUSINESS. If a quorum has been attained, the order of business at
Directors' meetings shall be:
Proof of due notice of meeting;
Reading and disposal of any unapproved minutes;
Reports of officers and committees;
Election of officers;
Unfinished business;
New business;
Adjournment.
Such order may be waived in whole or in part by direction of the presiding officers.
5
48
Book28550/Page4882 CFN#20130235629 Page 48 of 56
4.14 MINUTES OF MEETINGS. The minutes of all meetings of the Board of
Directors shall be kept in a book available for inspection by Unit Owners, or their authorized
representatives, and Board members at any reasonable time. The Association shall retain these
minutes for a period of not less than seven years.
4.15 EXECUTIVE COMMITTEE; OTHER COMMITTEES. The Board of Directors
may, by resolution duly adopted, appoint an. Executive Committee to consist of three (3) or more
members of the Board of Directors. Such Executive Committee shall have and may exercise all
of the powers of the Board of Directors in management of the business and affairs of the
Condominium during the period between the meetings of the Board of Directors insofar as may
be permitted by law, except that the Executive Committee shall not have power (a) to determine
the Common Expenses required for the affairs of the Condominium, (b) to determine the
Assessments payable by the Unit Owners to meet the Common Expenses of the Condominium,
(c) to adopt or amend any rules and regulations covering the details of the operation and use of
the Condominium Property, or (d) to exercise any of the powers set forth in paragraph (g) and (p)
of Section 5 below.
The Board may be resolution also create other committees and appoint persons to such
committees and invest in such committees such powers and responsibilities as the Board shall
deem advisable.
4.16 PROVISO. Notwithstanding anything to the contrary contained in this Section 4
or otherwise, the Board shall consist of three directors during the period that the Developer is
entitled to appoint a majority of the Directors as hereinafter provided. The Developer shall have
the right to appoint all of the members of the Board of Directors until Unit Owners other than the
Developer own fifteen percent (15%) or more of the Units that will be operated ultimately by the
Association. When Unit Owners other than the Developer own 15% or more of the Units that
will be operated ultimately by the Association, the Unit Owners other than the Developer shall
be entitled to elect not less than one-third (1/3) of the members of the Board of Directors. Unit
Owners other than the Developer are entitled to elect not less than a majority of the members of
the Board of Directors (a) three years after fifty percent (50%) of the Units that will be operated
ultimately by the Association have been conveyed to purchasers; (b) three months after ninety
percent (90%) of the Units that will be operated ultimately by the Association have been
conveyed to purchasers; (c) when all of the units that will be operated ultimately by the
Association have been completed, some of them have been conveyed to purchasers, and none of
the others are being offered for sale by the Developer in the ordinary course of business; or (d)
when some of the Units have been conveyed to purchasers, and none of the others are being
constructed or offered for sale by the Developer in the ordinary course of business, or (e) seven
(7) years after recordation of the Declaration of Condominium, whichever occurs first. The
Developer is entitled (but not obligated) to elect at least one (1) member of the Board of
Directors as long as the Developer holds for sale in the ordinary course of business 5% of the
Units that will be operated ultimately by the Association. After the Developer relinquishes
control of the Association, the Developer may exercise the right to vote any developer -owned
Units in the same manner as any other Owner.
The Developer can turn over control of the Association to Unit Owners other than the Developer
prior to such dates in its sole discretion by causing all of its appointed Directors to resign,
whereupon it shall be the affirmative obligation of Unit Owners other than the Developer to elect
Directors and assume control of the Association. Provided at least thirty (30) days' notice of
Developer's decision to cause its appointees to resign is given to Unit Owners, neither the
Developer, nor such appointees, shall be liable in any manner in connection with such
resignations even if the Unit Owners other than the Developer refuse or fail to assume control.
Within sixty (60) days after the Unit Owners other than the Developer are entitled to elect a
member or members of the Board of Directors, or if the Developer has elected to accelerate such
event as aforesaid, the Association shall call, and give not less than thirty (30) days' nor more
than forty (40) days' notice of a meeting of the Unit Owners to elect such member or members of
the Board of Directors. The meeting may be called and the notice given by any Unit Owner if
the Association fails to do so.
Within a reasonable time after Unit Owners other than the Developer elect a majority of the
embers of the Board of Directors of the Association (but not more than sixty (60) days after such
6
49
Book28550/Page4883 CFN#20130235629 Page 49 of 56
event), the Developer shall relinquish control of the Association and shall deliver to the
Association all property of the Unit Owners and of the Association held by or controlled by the
Developer, including but not limited to, the following items, if applicable:
(a)
718.111(12); and
(b)
The official records of the Association as defined in Fla. Stat.
All items required under Fla. Stat. Section 718.301(4); and
(c) Any other item required under the Act or the regulations thereunder.
4.17 ACTION WITHOUT A MEETING. Anything to the contrary herein
notwithstanding, and to the extent lawful, any action required to be taken at a meeting of the
Directors, or any action which may be taken at a meeting of Directors or a committee thereof
may be taken without a meeting if a consent in writing setting forth the action so to be taken
signed by all of the Directors or all the members of the committee, as the case may be, is filed in
the minutes of the proceedings of the Board or of the committee. Such consent shall have the
same effect as a unanimous vote. No prior notice of such intended action shall be required to be
given to the Directors or to the Unit Owners. Notice of the taking of such action pursuant hereto
shall, however, be posted conspicuously on the Condominium Property for the attention of
Owners after such action shall have been effected. Such notice shall fairly summarize the
material features of the action so taken.
5. POWERS AND DUTIES. The Board of Directors shall have the powers and duties
necessary for the administration of the affairs of the Condominium and for the exercise of all
rights and the discharge of all duties of the Association under the Declaration and the Act and
may take all acts, through the proper officers of the Association, in executing such powers,
except such acts which by law, the Declaration, the Articles or these By -Laws may not be
delegated to the Board of Directors.. Such powers and duties of the Board of Directors shall
include, without limitation (except as limited elsewhere herein) the following:
(a) Operating and maintaining the Common Elements;
(b) Determining the expenses required for the operation of the Condominium
and the Association;
(c) Collecting the Assessments for Common Expenses from Unit Owners;
(d) Employing and dismissing the personnel necessary for the maintenance
and operation of the Common Elements;
(e) Adopting and amending rules and regulations concerning the details of the
operation and use of the Condominium Property;
(f)
Maintaining bank accounts on behalf of the Association and designating
the signatories required therefor,
(g) Purchasing, leasing or otherwise acquiring Units or other property in the
name of the Association, or its designee;
(h) Purchasing Units at foreclosure or other judicial sales, in the name of the
Association, or its designee
(i) Selling, leasing, mortgaging, or otherwise dealing with Units acquired by,
and subleasing Units leased by, the Association, or its designee;
(j) Organizing corporations and appointing persons to act as designees of the
Association in acquiring title to or leasing Units or other property;
(k) Obtaining and reviewing insurance for the Condo
7
u
Property;.
50
Book28550/Page4884 CFN#20130235629 Page 50 of 56
(1) Making repairs, additions and improvements to, or alterations of, the
Condominium Property, and repairs to and restoration of the Condominium Property, in
accordance with the provisions of the Declaration, after damage or destruction by fire or other
casualty, or as a result of condemnation or eminent domain proceedings or otherwise;
(m) Enforcing obligations of the Unit Owners, allocating profits and expenses
and taking such other actions as shall be deemed necessary and proper for the sound
management of the Condominium;
(n) - Levying fines against appropriate Unit Owners for violations of the rules
and regulations established by the Association to govern the conduct of such Unit Owners;
(o) Borrowing money on behalf of the Condominium when required in
connection with the operation, care, upkeep and maintenance of the Common Elements or the
acquisition of property, and granting mortgages on and/or security interests in Association
property, provided, however, that the consent of the Owners holding at least two-thirds (2/3) of
the Voting Interests represented at a meeting at which a quorum has been attained in accordance
with the provisions of these By -Laws shall be required for the borrowing of any sum in excess of
$25,000.00. If any sum borrowed by the Board of Directors on behalf of the Condominium
pursuant to the authority contained in this subparagraph (o) is not repaid by the Association, a
Unit Owner who pays to the creditor such portion thereof as his interest in his common elements
bears to the interest of all the Unit Owners in the Common Elements shall be entitled to obtain
from the creditor a release of any judgment or other lien which said creditor shall have filed or
shall have the right to file against, or which will affect, such Unit Owner's Unit;
(p) Contracting for the management and operation of the Condominium and
delegating to such contractor such powers and duties of the Board of Directors as the Board may
deem appropriate under the circumstances, except those which may be required by the
Declaration, the Articles or these By -Laws to be approved by the Board of Directors or by the
Unit Owners; and granting concessions for the purpose of providing services to the Unit Owners.
In exercising this power, the Association may contract with affiliates of itself and of the
Developer;
(q) At its discretion, authorizing Unit Owners or other persons to use portions
of the Common Elements and imposing reasonable charges for such private use;
(r) Exercising all powers specifically set forth in the Declaration, the
Articles, these By -Laws, and in the Act, all powers incidental thereto, and all other powers of a
Florida corporation not for profit.
(s) Suspending the right of any Unit Owner to vote or use the Common
Elements of the Condominium so long as said Unit Owner is delinquent in the payment of
Common Expenses or otherwise in violation of the Declaration or any exhibits thereto or
applicable rules and regulation.
6. OFFICERS.
6.1 EXECUTIVE OFFICERS. The executive officers of the Association shall be a
President, who shall be a Director, a Vice -President, who shall be a Director, a Treasurer, a
Secretary and an Assistant Secretary (none of whom need be Directors), all of whom shall be
elected by the Board of Directors and who may be peremptorily removed at any meeting by
concurrence of a majority of all of the Directors. A person may hold more than one office,
except that the President may not also be the Secretary or Assistant Secretary. No person shall
sign an instrument or perform an act in the capacity of more than one office. The Board of
Directors form time to time shall elect such other officers and designate their powers and duties
as the Board shall deem necessary or appropriate to manage the affairs of the Association.
Officers need not be Unit Owners.
6.2 PRESIDENT. The President shall be the chief executive officer of the
Association. He shall have all of the powers and duties that are usually vested in the office of the
President of an Association.
8
51
Book28550/Page4885 CFN#20130235629 Page 51 of 56
6.3 VICE-PRESIDENT. The Vice -President shall exercise the powers and perform
the duties of the President in the absence or disability of the President and exercise such other
powers and perform such other duties as are incident to the office of the vice president of an
association and as shall otherwise be prescribed by the Directors.
6.4 SECRETARY. The Secretary shall keep the minutes of all proceedings of the
Directors and the members. he shall attend to the giving of all notices to the members and
Directors and other notices required by law. He shall have custody of the seal of the Association
and shall affix it to instruments requiring the seal when duly signed. He shall keep the records of
the Association, except those of the Treasurer, and shall perform all other duties incident to the
office of the secretary of an association and as may be require by the Directors or the President.
6.5 ASSISTANT SECRETARY. The Assistant Secretary shall exercise the powers
and perform the duties of the Secretary in the absence or disability of the Secretary.
6.6 TREASURER. The Treasurer shall have custody of all property of the
Association, including funds, securities and evidences of indebtedness. He shall keep, or cause
employees, contractors or professional consultants of the Association to keep, books of account
of the Association in accordance with good accounting practices on an aggregate basis and on an
individual Condominium basis, which, together with substantiating papers, shall be made
available to the Board of Directors for examination at reasonable times. He shall submit a
treasurer's report to the Board of Directors at reasonable intervals and shall perform all other
duties incident to the office of treasurer. All monies and other valuable effects shall be kept for
the benefit of the Association in such depositories as may be designated by a majority of the
Board of Directors.
7. COMPENSATION. Neither Directors nor officers shall receive compensation for their
services as such, but this provisions shall not preclude the Board of Directors from employing a
Director or officer as an employee of the Association, nor preclude contracting with a Director or
officer for the management of the Condominium or for any other services to be supplied by such
Director or officer. Directors and officers shall be compensated for all actual and proper out of
pocket expenses relating to the proper discharge of their respective duties.
8. RESIGNATIONS. Any Director or officer may resign his post at any time by written
resignation, delivered to the President or Secretary, which shall take effect upon its receipt unless
a later date is specified in the resignation, in which event the resignation shall be effective from
such date unless withdrawn. The acceptance of a resignation shall not be required to make it
effective.
9. FISCAL MANAGEMENT. The provisions for fiscal management of the Association set
forth in the Declaration and Articles shall be supplemented by the following provisions:
9.1 BUDGET.
(a) ADOPTION BY BOARD: ITEMS. The Board of Directors shall from
time to time, and at least annually, prepare a budget for the Condominium and determine the
amount of Assessments payable by the Unit Owners to meet the Common Expenses in
accordance with the provisions of the Declaration. In addition to annual operating expenses, the
budget shall include reserve accounts for capital expenditures and deferred maintenance. These
accounts shall include, but not be limited to, roof replacement, building painting and pavement
resurfacing. The amount of reserves shall be computed by means of a formula which is based
upon estimated life and estimated replacement cost of each reserve item. Reserves shall not be
required if the members of the Association have, by a two-thirds (2/3) vote at a duly called
meeting of members, determined for a specific fiscal year to provide no reserves or reserves less
adequate than required hereby.
The adoption of a budget for the Condominium shall comply with the requirements hereinafter
set forth:
(i) NOTICE OF MEETING. A copy of the proposed budget of Common
Expenses shall be mailed to each Unit Owner not less than thirty (30) days prior to the meeting
of the Board of Directors at which such budgets will be considered, together with a notice of that
9
52
Book28550/Page4886 CFN#20130235629 Page 52 of 56
meeting indicating the time and place of such meeting.. The meeting shall be open to all such
Owners, provided that such Owners shall not have the right to participate, and need not be
recognized, at such meeting.
(ii) SPECIAL MEMBERSHIP MEETING. If a budget is adopted by the
Board of Directors which requires Condominium Assessments against such Unit Owners in any
year exceeding one hundred fifteen percent (115%) of such Assessments for the preceding year,
as hereinafter defined, then, upon written application of ten percent (10%) of the Voting
Interests, a special meeting of such Unit Owners or Owners shall be held within thirty (30) days
of delivery of such application to the Board of Directors. Each such Unit Owner shall be given
at least ten (10) days' notice of said meeting. At the special meeting, such Unit Owners shall
consider and adopt a budget The adoption of said budget shall require a vote of the Owners
holding not less than 50% of all the Voting Interests (including Voting Interests for Units owned
by the Developer).
(iii) DETERMINATION OF BUDGET AMOUNT. In determining whether a
budget requires Condominium Assessment against Unit Owners in any year exceeding one
hundred fifteen percent (115%) of Assessments for the preceding year, there shall be excluded in
the computations any authorized provisions for reasonable reserves made by the Board of
Directors in respect of repair or replacement of the Condominium Property or in respect of
anticipated expenses of the Association which are not anticipated to be incurred on a regular or
annual basis, and there shall be excluded from such computation Assessments for improvements
to the Condominium Property.
(iv) PROVISO. As long as the Developer is in control of the Board of Directors
of the Association, such Board shall not impose an assessment for a year greater than one
hundred fifteen percent (115%) of the prior year's Assessment, as herein defined, without the
approval of Unit Owners owning a majority of the Voting Interests (including Voting Interest for
Units owned by the Developer).
(b) ADOPTION BY MEMBERSHIP. In the event that the Board of Directors shall
be unable to adopt budgets in accordance with the requirements of Subsection 9.1(a) above, the
Board of Directors may call a special meeting of Unit Owners or of the Owners, as the case may
be, for the purpose of considering and adopting the budget, which meeting shall be called and
held in the manner provided for such special meetings in said subsection, or propose a budget or
budgets in writing to the Unit Owners or Owners, as the case may be, and if such budget is
adopted as required under Section 9.1(a)(iii) then, upon ratification by a majority of the Board of
Directors, it shall become the budget for such year.
9.2 ASSESSMENTS. Condominium Assessments against the Unit Owners for their
share of Common Expenses based on the Budget adopted pursuant to Section 9.1 shall be made
for the applicable calendar year annually in advance on or before the October 3151 preceding the
year for which the Assessments are made. Such Assessments shall be due in equal installments,
payable in advance on the first day of each month (or each quarter at the election of the Board)
of the year for which the Assessments are made. If an annual Assessment is not made as
required, an Assessment shall be presumed to have been made in the amount of the last prior
Assessment, and monthly (or quarterly) installments on such Assessment shall be due upon each
installment payment date until changed by an amended Assessment. In the event the annual
Assessment proves to be insufficient, the budget and Assessments may be amended at any time
by the Board of Directors. Unpaid Assessments for the remaining portion of the calendar year
for which an amended Assessment is made shall be payable in as many equal installments as
there are full months (or quarters) of the calendar year left as of the date of such amended
Assessment, each such monthly (or quarterly) installment to be paid on the first day of the month
(or quarter), commencing the first day of the next ensuing month (or quarter). If only a partial
month (or quarter) remains, the amended Assessment shall be paid with the next regular
installment in the following year, unless otherwise directed by the Board in its resolution.
9.3 ASSESSMENTS FOR CHARGES. Charges by the Association against Owners
for other than Common Expenses shall be payable in advance. These charges may be collected
by Assessment in the same manner. Charges for other than Common Expenses may be made
only after approval of the affected Owner or when expressly provided for in the Declaration or
the exhibits annexed thereto, as the same may be amended from time to time, which charges may
10
53
Book28550/Page4887 CFN#20130235629 Page 53 of 56
include, without limitation, charges for the use of the Condominium Property, maintenance
services furnished at the expense of an Owner and fines and damages and other sums due from
such Owner.
9.4 ASSESSMENT FOR EMERGENCIES. Assessments for Common Expenses for
emergencies that rannot be paid from the annual Assessments for Common Expenses shall be
due only after thirty (30) days' notice is given to the Unit Owners concerned, and shall be paid in
such manner as the Board of Directors of the Association may require in the notice of
Assessment.
9.5 DEPOSITORY. The depository of the Association shall be such bank or banks in
the County as shall be designated from time to time by the Directors and in which the monies of
the Association shall be deposited. Withdrawal of monies from those accounts shall be made
only by checks signed by such person or persons as are authorized by the Directors. All sums
collected by the Association form Assessments or contributions to working capital or otherwise
may be co -mingled in a single fund or divided into more than one fund, as determined by a
majority of the Board of Directors.
9.6 ACCELERATION OF ASSESSMENT INSTALLMENTS UPON DEFAULT. If
a Unit Owner or an Owner shall be in default in the payment of an installment upon an
Assessment, the Board of Directors may accelerate the remaining installments of the Assessment
upon notice to the Unit Owner and the then unpaid balance of the defaulted Assessment shall be
due upon the date stated in the notice, but not less than five (5) days after delivery of the notice
to the Unit Owner, or not less than ten (10) days after the mailing of such notice to him by
registered or certified mail, whichever shall first occur.
9.7 FIDELITY BONDS. Fidelity Bonds shall be required by the Board of Directors
for all persons handling or responsible for Association funds in such amount as shall be
determined by a majority of the Board. The premiums on such bonds shall be paid by the
Association as a Common Expense.
9.8 ACCOUNTING RECORDS AND REPORTS. The Association shall maintain
accounting records in the County, according to good accounting practices. The records shall be
open to inspection by Unit Owners or their authorized representatives at reasonable times and
written summaries of them shall be supplied at least annually. The records shall include, but not
be limited to, (a) a record of all receipts and expenditures and (b) an account for each Unit
designating the name and current mailing address of the Unit Owner, the amount of each
assessment, the dates and amounts in which the Assessments come due, the amount paid upon
the account and the dates so paid, and the balance due. Written summaries of the records
described in clause (a) above, in the form and manner specified below, shall be supplied to each
Unit Owner annually.
Within sixty (60) days following the end of the fiscal year, the Board shall mail, or furnish by
personal delivery, to each Unit Owner, a complete financial report of actual receipts and
expenditures for the previous twelve (12) months. The report shall show the receipts by accounts
and receipt classifications and shall show the expenses by accounts and expense classification,
including, if applicable, but not limited to, the following:
a. Cost for security;
b. Professional and management fees and expenses;
e. Taxes;
d. Expenses for refuse collection and utility services;
e. Expenses for lawn care;
f. Cost for building maintenance and repairs;
g. Insurance costs;
11
54
Book28550/Page4888 CFN#20130235629 Page 54 of 56
h. Administrative and salary expenses; and
i. General reserves, maintenance reserves and depreciation reserves.
9.9 APPLICATION OF PAYMENT. All Assessment payments made by a Unit
Owner shall be applied as provided herein, in the Declaration or as determined by the Board.
9.10 NOTICE OF MEETINGS. Notice of any meeting where Assessments against
Unit Owners are to be considered for any reason shall specifically contain a statement that
Assessments will be considered and the nature of any such Assessments.
10. ROSTER OF UNIT OWNERS. Each Unit Owner shall file with the Association a copy
of the deed or other document showing his ownership. The Association shall maintain such
information. The Association may rely upon the accuracy of such information for all purposes
until notified in writing of changes therein as provided above. Only Unit Owners of record on
the date notice of any meeting requiring their vote is given shall be entitled to notice of and to
vote at such meeting, unless prior to such meeting other Owners shall produce adequate
evidence, as provided above, of their interest and shall waive in writing notice of such meeting.
11. PARLIAMENTARY RULES. Roberts' Rules of Order (latest edition) shall govern the
conduct of the Association meetings when not in conflict with the Declaration, the Articles or
these By -Laws.
12. AMENDMENTS. Except as in the Declaration provided otherwise, these By -Laws may
be amended in the following manner:
12.1 NOTICE. Notice of the subject matter of a proposed amendment shall be
included in the notice of a meeting at which a proposed amendment is to be considered.
12.2 ADOPTION. A resolution for the adoption of a proposed amendment may be
proposed either by a majority of the Board of Directors or by not less than one-third (1/3) of the
Voting Interests of members of the Association. Directors and members not present in person or
by proxy at the meeting considering the amendment may express their approval in writing,
provided that such approval is delivered to the Secretary at or prior to the meeting. The approval
must be:
(a) by not less than a majority of the Voting Interests and by not less than
51% of the entire Board of Directors; or
(b)
(c)
by not less than 80% of the votes of Voting Interests; or
by not less than 100% of the entire Board of Directors and by not less than
40% of the Voting Interests.
12.3 PROVISO. No amendment may be adopted which would eliminate, modify,
prejudice, abridge or otherwise adversely affect any rights, benefits, privileges or priorities
granted or reserved to the Developer or mortgagees of Units without the consent of said
Developer and mortgagees in each instance. No amendment shall be made that is in conflict
with the Declaration or the Articles.
12.4 EXECUTION AND RECORDING. A copy of each amendment shall be attached
to a certificate certifying that the amendment was duly adopted as an amendment of the
Declaration and By -Laws, which certificate shall be executed by the President or Vice -President
and attested by the Secretary or Assistant Secretary of the Association with the formalities of a
deed, or by the Developer alone if the amendment has been adopted consistent with the
provisions of the Declaration allowing such action by the Developer. The amendment shall be
affective when the certificate and a copy of the amendment is recorded in the Public Records of
the County.
13. RULES AND REGULATIONS. Annexed hereto as Scheduled A and made a part hereof
are rules and regulations concerning the use of portions of the Condominium. The Board of
Directors may, from time to time, modify, amend or add to such rules and regulations. At no
12
55
Book28550/Page4889 CFN#20130235629 Page 55 of 56
OR BK 28550 PG 4890
LAST PAGE
time may any rule or regulation be adopted which would prejudice the rights reserved to the
Developer.
14. CONSTRUCTION. Wherever the context so permits, the singular shall include the
plural, the plural shall include the singular, and the use of any gender shall be deemed to include
all genders.
15. CAPTIONS. The captions herein arc inserted only as a matter of convenience and for
reference, and in no way device or limit the scope of these By -Laws or the intent of any
provision hereof.
The foregoing was adopted as the By -Laws of 380 WAREHOUSE CONDOMINIUM
ASSOCIATION, INC., a corporation not for profit under the laws of the State of Florida, on the
2 day of Ngtch, 2013.
CAdatakGervas Warehouse 3/311Condominium1HyLaves.d.
13
Ronald 4 e an, President
56
Book28550/Page4890 CFN#20130235629 Page 56 of 56
CITY OFMIAMI
DISCLOSURE OF CONSIDERATION PROVIDED OR COMMITTED FOR AGREEMENT TO
SUPPORT OR WITHHOLD OBJECTION
The City of Miami requires any person or entity requesting approval relief or other action from the City Commission or any of its
boards, authorities, agencies, councils or committees, to disclose at the commencement (or continuance) of the hearing(s) on the
issue, any consideration provided or committed, directly or on its behalf, to any entity or person for an agreement to support or
withhold objection to the requested approval, relief or action. "Consideration" includes any gift, payment, contribution, donation, fee,
commission, promise or grant of any money, property, service, credit or financial assistance of any kind or value, whether direct or
implied, or any promise or agreement to provide any of the foregoing in the future.
Individuals retained or employed by a principal as a lobbyist as defined in Sec. 2-653, and appearing before the City Commission or
any of its boards, authorities, agencies, councils or committees solely in the capacity of a lobbyist and not as the applicant, or owners'
legal representative are not required to fill out this form.
NAME: Neisen O. Kasdin
(First Name)
(Middle) (Last Name)
HOME ADDRESS: c/o Akerman LLP, 98 SE 7th Street, Suite 1100
CITY:
(Address Line 1)
(Address Line 2)
Miami STATE: Florida ZIP: 33131
HOME PHONE: (3 0 5) 9 8 2- 5 6 2 9 CELL PHONE: FAX:
EMAIL: neisen.kasdin@akerman.com
BUSSINESS or APPLICANT or ENTITY NAME
Imperial Capital Group, LLC
BUSINESS ADDRESS: 5972 NE 4th Avenue
(Address Line 1)
Miami, FL 33137
(Address Line 2)
1. Please describe the issue for which you are seeking approval, relief or other action from the City Commission, board,
authority, agency, council, or committee.
Approval of the Magic City Innovation District Special Area Plan (SAP) and related
Comprehensive Plan (PLUM) amendments.
2. Has any consideration been provided or committed, directly or on your behalf, to any entity or person for an agreement to
support or withhold objection to the requested approval, relief or action?
YES X❑ NO
If your answer to Question 2 is No, do not answer questions 3, 4 & 5 proceed to read and execute the Acknowledgment. If
your answer to Question 2 is Yes, please answer questions 3, 4 & 5 and read and execute the Acknowledgement.
Doc. No.:86543
3. Please provide the name, address and phone number of the person(s) or entities to whom consideration has been provided
or committed.
Name Address Phone#
a. n/a
b.
c.
* Additional names can be placed on a separate page attached to this form.
4. Please describe the nature of the consideration.
n/a
5. Describe what is being requested in exchange for the consideration.
n/ a
ACKNOWLEDGEMENT OF COMPLIANCE
I hereby acknowledge that it is unlawful to employ any device, scheme or artifice to circumvent the disclosure requirements of
Ordinance 12918 and such circumvention shall be deemed a violation of the Ordinance; and that in addition to the criminal
or civil penalties that may be imposed under the City Code, upon determination by the City Commission that the foregoing
disclosure requirement was not fully and timely satisfied the following may occur:
1. the application or order, as applicable, shall be deemed void without further force or
effect; and
2. no application from any person or entity for the same i ue slit' 11 be reviewed or
considered by the applicable board(s) until expiration f riod one year after the
nullification of the application or order.
PERSON SUBMITTING DISCLOSURE:
ignature
Neisen O. Kasdin
Print Name
Sworn to and subscribed before me this day, of Jo fC; , 200 ,` `4 . The foregoing
instrument was acknowledged before me by C' l Sell 0, (44 %/ i , who has produced
as identification and/or is personally known to me and who did/did not take an oath.
r°.,,RY P ;"o MARIA GONZALEZ
* ` �_� * MY COMMISSION It FF 909142
STATE OF FLORIDA Rui ,EXPIRES: October 22, 2019
CITY OF MIAMI reoF F000P Bonded Thru Budget Notary Services
MY COMMISSION ' Notary EXPIRES:
40/7 1_Z
/)cii,
Print Name
Enclosure(s)
Doc. No.:86543 Page 2
Paid By NATALYA VOROJ
Miami -Dade County, Florida
Paid 12/08/2017
plicate public_user 06/04/2018
Receipt # ECHECK-18-081578 $4,154.85
2017 Real Estate Property Taxes
Notice of Ad Valorem Tax and Non -Ad Valorem Assessments
SEE REVERSE SIDE FOR IMPORTANT INFORMATION
FOLIO NUMBER
MUNICIPALITY
MILL CODE
01-3218-016-0180
VIMPEL CAPITAL LLC
370 NE 60 ST
MIAMI, FL 33137
Miami -Dade School Board
School Board Operating
School Board Debt Service
State and Other
Florida Inland Navigation Dist
South Florida Water Mgmt Dist
Okeechobee Basin
Everglades Construction Proi
Childrens Trust Authority
Miami -Dade County
County Wide Operating
County Wide Debt Service
Library District
Municipal Governing Board
Miami Operating
Miami Debt Service
MIAMI
Property Address
370 NE 60 ST
OREM TAXES
281,250 6.77400
281,250
166,375
166,375
166,375
166,375
166,375
166,375
166,375
166,375
0100
Exemptions:
..3.ST04;5ieWiZie,"4,46.
281,250
0.22000 281,250
0.03200
0.12750
0.13840
0.04410
0.46730
4.66690
0.40000
0.28400
166,375 7.43650
166,375 0.59350
NON -AD VALOREM ASSESSMENTS
166,375
166,375
166,375
166,375
166,375
166,375
166,375
166,375
166,375
166,375
1,905.19
61.88
5.32
21.21
23.03
7.34
77.75
776.46
66.55
47.25
1,237.25
98.74
Save Time. Pay Online. www.miamidade.gov
1- RETAIN FOR YOUR RECORDS -t-
(Combined taxes and assessments
$4,327.97
2017 Real Estate Property 4- DETACH HERE AND RETURN THIS PORTION WITH YOUR PAYMENT
Taxes
FOLIO NUMBER
01-3218-016-0180
PROPERTY ADDRESS
370 NE 60 ST
LEGAL DESCRIPTION
PIERCES DIV BISC PARK A RESUB
PB 1-198
LOT 24
LOT SIZE 6250 SQUARE FEET
OR 14676-3013 0890
VIMPEL CAPITAL LLC
370 NE 60 ST
MIAMI, FL 33137
1111111 111 11111111
2180160180+
Make checks payable to
Miami -Dade Tax Collector
(in U.S. funds drawn on U.S. banks)
Amount due May be Subject to Change Without Notice
Mail payments to:
200 NW 2nd Avenue, Miami, FL 33128
111
711
Du. icate .ublic user 06/04/2018
PAY ONLY ONE AMOUNT
If Paid By Please Pay
Dec 13, 2017 $0.00
1000000000000000000132180160180201700000000000000000000002
Paid By NATALYA VOROJ plicate public_user 06/04/2018
Paid 12/08/2017 Receipt # ECHECK-18-081593 $18,681.73
Miami -Dade County, Honda
2017 Real Estate Property Taxes
Notice of Ad Valorem Tax and Non -Ad Valorem Assessments
SEE REVERSE SIDE FOR IMPORTANT INFORMATION
FOLIO NUMBER
MUNICIPALITY
MILL CODE
01-3218-089-0010
MIAMI
0100
VIMPEL CAPITAL LLC
4100 NE 2 AVE STE 302
MIAMI, FL 33137
Miami -Dade School Board
School Board Operating
School Board Debt Service
State and Other
Florida Inland Navigation Dist
South Florida Water Mgmt Dist
Okeechobee Basin
Everglades Construction Pro'
Childrens Trust Authority
Miami -Dade County
County Wide Operating
County Wide Debt Service
Library District
Municipal Governing Board
Miami Operating
Miami Debt Service
Property Address
5972 NE 4 AVE
918,615
918,615
918,615
918,615
918,615
918,615
918,615
918,615
918,615
918,615
6.77400
0.22000
0.03200
0.12750
0.13840
0.04410
0.46730
4.66690
0.40000
0.28400
918,615 7.43650
918,615 0.59350
NON -AD VALOREM ASSESSMENTS
'OA
-
Exemptions:
918,615
918,615
918,615
918,615
918,615
918,615
918,615
918,615
918,615
918,615
918,615
918,615
4
6,222.70
202.10
29.40
117.12
127.14
40.51
429.27
4,287.08
367.45
260.89
6,831.28
545.20
Save Time. Pay Online. www.miamidade.gov
1- RETAIN FOR YOUR RECORDS -IL
(Combined taxes and assessme
nts
$19,460.14
2017 Real Estate Property
Taxes
FOLIO NUMBER
01-3218-089-0010
PROPERTY ADDRESS
5972 NE 4 AVE
LEGAL DESCRIPTION
380 WAREHOUSE CONDO
UNIT 5972
UNDIV 51,34%
INT IN COMMON ELEMENTS
OFF REC 28550-4835
VIMPEL CAPITAL LLC
4100 NE 2 AVE STE 302
MIAMI, FL 33137
DETACH HERE AND RETURN THIS PORTION WITH YOUR PAYMENT
11 1111111 I II 1 II
013 1808 DO 0+
Make checks payable to.
Miami -Dade Tax Collector
(in U.S. funds drawn on U.S. banks)
Amount due May be Subject to Change Without Notice
Mail payments to:
200 NW 2nd Avenue, Miami, FL 33128
Du ica
e
ublic user 06 04/20 8
PAY ONLY ONE AMOUNT
If Paid By Please Pay
Dec 13, 2017 $0.00
1000000000000000000132180890010201700000000000000000000004
Paid By natalya voroj
Miami -Dade County, Florida
Paid 12/08/2017
plicate public_user 06/04/2018
Receipt # ECHECK-18-081603 $17,706.78
2017 Real Estate Property Taxes
Notice of Ad Valorem Tax and Non -Ad Valorem Assessments
SEE REVERSE SIDE FOR IMPORTANT INFORMATION
FOLIO NUMBER
MUNICIPALITY
MILL CODE
01-3218-089-0020
VIMPEL CAPITAL LLC
4100 NE 2 AVE STE 302
MIAMI, FL 33137
Miami -Dade School Board
School Board Operating
School Board Debt Service
State and Other
Florida Inland Navigation Dist
South Florida Water Mgmt Dist
Okeechobee Basin
Everglades Construction Proi
Childrens Trust Authority
Miami -Dade County
County Wide Operating
County Wide Debt Service
Library District
Municipal Governing Board
Miami Operating
Miami Debt Service
MIAMI
Property Address
5974 NE 4 AVE
870,675
870,675
6.77400
0.22000
870,675 0.03200
870,675 0.12750
870,675 0.13840
870,675 0.04410
870,675 0.46730
0100
Exemptions:
870,675
870,675
870,675
870,675
870,675
870,675
870,675
870,675 4.66690 870,675
870,675 0.40000 870,675
870,675 0.28400 870,675
870,675
870,675
7.43650
0.59350
870,675
870,675
5,897.96
191.55
27.86
111.01
120.50
38.40
406.87
4,063.35
348.27
247.27
6,474.77
516.75
Save Time. Pay Online. www.miamidade.gov
t RETAIN FOR YOUR RECORDS T
(Combined taxes and assessments
$18,444.56
2017 Real Estate Property
Taxes
FOUO NUMBER
01-3218-089-0020
PROPERTY ADDRESS
5974 NE 4 AVE
LEGAL DESCRIPTION
380 WAREHOUSE CONDO
UNIT 5974
UNDIV 48,66%
INT IN COMMON ELEMENTS
OFF REC 28550-4835
VIMPEL CAPITAL LLC
4100 NE 2 AVE STE 302
MIAMI, FL 33137
DETACH HERE AND RETURN THIS PORTION WITH YOUR PAYMENT . - Du•licate
A
11111111111 III
111 III I II III
+ O 'I 3 2 1 8 0 8 9 0 0 2 0+
Make checks payable to
Miami -Dade Tax Collector
(in U.S. funds drawn on U.S. banks)
Amount due May be Subject to Change Without Notice
Mail payments to:
200 NW 2nd Avenue, Miami, FL 33128
ublic user 06/04/2018
PAY ONLY ONE AMOUNT
If Paid By Please Pay
Dec 13, 2017 $0.00
10000000000000000007,321,80890020201,700000000000000000000005